AVI POLYMERS LIMITED - Bombay Stock Exchange No. : +91 7048360390 Email Id : [email protected]...

AVI POLYMERS LIMITEDThe Company was incorporated as a Public Limited Company under the Companies Act, 1956 on 1st

March, 1993 as AVI Polymers Limited ( herein after referred to as “Company” or “the Company” )and obtained Certificate of Commencement of Business on 7th April, 1993 from the Registrar of

Companies, Bihar. The Corporate Identification Number ( CIN ) of the Company isL27204JH1993PLC005233.

Registered Office Address : At Ambica Compound, Old H B Road, Ranchi -834 001

Corporate Office Address : 103, Nalanda Complex, Nr. Mansi Tower, Vastrapur,Ahmedabad-380054

Phone No. : +91 7048360390Email Id : [email protected] : www.avipolymers.comCorporate Identity Number : L27204JH1993PLC005233Contact Person : Mr. Mansukh Patel

INFORMATION MEMORANDUM FOR LISTING OF 56, 07,300 EQUITY SHARES OF RS.10/-EACH ( INCLUSIVE OF 1516600 EQUITY SHARES WHICH ARE FORFEITED )

GENERAL RISKS

Investment in equity and equity related securities involves a degree of risk and investors should notinvest in equity Shares of the Company unless they can afford to take the risk of losing theirinvestment. Investors are advised to read the risk factors carefully before taking an investmentdecision in the Shares of AVI Polymers Limited. For taking an investment decision, investors mustrely on their own examination of AVI Polymers Limited, including the risks involved. The securitieshave not been recommended or approved by Securities and Exchange Board of India (SEBI) nordoes SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors isinvited to the “Risk Factors”.

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ABSOLUTE RESPONSIBILITY OF AVI POLYMERS LIMITED

AVI Polymers Limited having made all reasonable inquiries, accepts responsibility for, and confirmsthat this Information Memorandum contains all information with regard to AVI Polymers Limited,which is material, that the information contained in the Information Memorandum is true andcorrect in all material aspects and is not misleading in any material respect, that the opinions andintentions expressed herein are honestly held and that there are no other facts, the omission ofwhich make this Information Memorandum as a whole or any of such information or theexpression of any such opinions or intentions misleading in any material respect.

LISTING

The Equity Shares of AVI Polymers Limited which are listed on Ahmedabad Stock ExchangeLimited are proposed to be listed and traded on BSE Limited.

REGISTRAR AND SHARE TRANSFER AGENTS

MCS SHARE TRANSFER AGENT LIMITED12/1/5, Manoharpukur Road,Kolkata – 700 026Phone No.: 033-40724051/52/5Fax : 033-40724051Email :[email protected] Person : Subhash BhattacharyaSEBI Registration No. : INR000004108

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TABLEOFCONTENTS

Sr.No. Particulars PageNo.

I. DEFINITIONS AND ABBREVIATIONS 4

II. GENERAL 7Presentation Of Financial, Industry And Market Data 7

Forward Looking Statements 8

III. RISK FACTORS AND MANAGEMENT PERCEPTIONSTHERE OF

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IV. INTRODUCTION 21Summary of Business 21

Summary of Financial Information 23

General Information 29Capital Structure 33

Disclosures 63V. ABOUT THE COMPANY 64

Our History and certain Corporate Matters 64Our Management 65

Our Promoters 66

Corporate Governance Report 67

Management Discussion and Analysis 71

VI. FINANCIAL INFORMATION 75Report of the Statutory Auditors and Financial Statements for theyear ended on 31st March, 2015

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Report of the Statutory Auditors and Financial Statements for theyear ended on 31st March, 2014

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VII. OUTSTANDING LITIGATIONS 132

VIII MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION 133

IX. OTHER INFORMATION

Material Contracts And Documents For Inspection 169

Declaration 170

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SECTION I - DEFINITIONS AND ABBREVIATIONSUnless the context otherwise requires, in the Information Memorandum, all references to “AVI”,“AVI Polymers”, “we”, “us”, “our” and “the Company” are to AVI Polymers Limited.

Term Description“The Company” or“AVI” or “AVIPolymers” or “we” or“us” or “our”

AVI Polymers Limited having its registered Office atAmbica Compound, Old H B Road, Ranchi -834 001

AOA/Articles/Articles ofAssociation

Article of Association of the Company, as amendedfrom time to time, unless the context otherwisespecifies

Auditors / StatutoryAuditors

The Statutory Auditors of the Company, M/s, S.S.Dasani & Co. Chartered Accountant.

Banker(s) to theCompany

Bankers to the Company are State Bank of India andColour Merchants Co-operative Bank Ltd.

Board of Directors/Board/Directors

The Board of Directors of the Company or a committeeconstituted thereof, unless the context otherwisespecifies

BSE / Bombay StockExchange

BSE Limited

Director(s) The director(s) of the Company, unless otherwisespecified.

Equity Shares Equity shares of the Company of face value of Rs. 10each, fully paid up, unless otherwise specified in thecontext thereof

InformationMemorandum

This document as filed with the Stock Exchange isKnown as and referred to as the InformationMemorandum

Memorandum/Memorandum ofAssociation

The Memorandum of Association of AVI PolymersLimited

Promoters The promoters of the Company.Promoter Group Includes such persons and entities constituting our

promoter group in terms of Regulation 2 (1)(zb) of theSEBI ICDR Regulations

Registered Office The registered office of the Company at AmbicaCompound, Old H B Road, Ranchi -834 001834 009

Registrar/ Registrar &Share Transfer Agent

The Registrar & Share Transfer Agent of the Companyis MCS SHARE TRANSFER AGENT LIMITED at

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12/1/5, Manoharpukur Road, Kolkata – 700 026

AbbreviationsTerm Description

Act or Companies Act The Companies Act, 2013 to the extent of Sectionsnotified or Companies Act, 1956, as amended fromtime to time

AGM Annual General MeetingAS Accounting Standards issued by the Institute of

Chartered Accountants of IndiaAY Assessment YearBIFR Board for Industrial and Financial ReconstructionCG Central governmentCIN Corporate Identification NumberCDSL Central Depository Services (India) LimitedASE Ahmedabad Stock Exchange LimitedDepositories NSDL and CDSLDepositories Act The Depositories Act, 1996 as amended from time to

timeDP / DepositoryParticipant

A depository participant as defined under theDepositories Act, 1996

EBITDA Earnings Before Interest, Tax, Depreciation andAmortisation

EGM Extraordinary General MeetingEPS Earnings per Equity ShareFinancial year / fiscal / FY Period of twelve months ended March 31 of that

particular year, unless otherwise statedHUF Hindu Undivided FamilyI.T. ACT The Income-tax Act, 1961, as amended from time to

time, except as stated otherwiseIndian GAAP Generally Accepted Accounting Principles in IndiaListing Agreement Listing agreement entered into by the Company with

the Stock ExchangesNA Not ApplicableNAV Net Asset Value being paid up equity share capital

plus free reserves (excluding reserves created out ofrevaluation) less deferred expenditure not written off(including miscellaneous expenses not written off) anddebit balance of Profit and Loss account, divided by

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number of issued Equity SharesNSDL National Securities Depository LimitedP/E Ratio Price/Earnings RatioPAN Permanent Account Number allotted under the Income

Tax Act, 1961PAT Profit after taxPBT Profit before taxRBI Reserve Bank of IndiaRBI Act The Reserve Bank of India Act, 1934, as amended from

time to timeRoc Registrar of Companies, JharkhandRs. Indian RupeesRSE Designated Regional Stock ExchangeSCRA Securities Contracts (Regulation) Act, 1956, as

amended from time to timeSCRR Securities Contracts (Regulation) Rules, 1957, as

amended from time to timeSEBI The Securities and Exchange Board of India constituted

under the SEBI Act, 1992, as amended from time totime

SEBI Act Securities and Exchange Board of India Act 1992, asamended from time to time

SEBI Guidelines SEBI (Issue of Capital and Disclosure Requirements)Regulations, 2009 including instructions andclarifications issued by SEBI from time to time.

State Government The government of a state of the Union of IndiaUIN Unique Identification Number

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SECTION II – GENERAL

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

Unless otherwise specified or the context otherwise requires, all references to “India” in thisInformation Memorandum are to the Republic of India, together with its territories and possessions.Unless the context otherwise requires, all references to the "Company", "we", "us" and "our" refers toAVI Polymers Limited.

Financial Data

Unless indicated otherwise, the financial data in this Information Memorandum is derived from ourfinancial statements prepared in accordance with the Generally Accepted Accounting Principles inIndia (“Indian GAAP”) and the Companies Act, 1956, as amended (“Companies Act”) includedelsewhere in this Information Memorandum.

The financial year commences on April 1 and ends on March 31, so all references to a particularfinancial year are to the twelve-month period ended March 31 of that year. In this InformationMemorandum, any discrepancies in any table between the total and the sums of the amounts listedare due to rounding off.

Currency of Presentation

All references to “Rupees” or “INR” are to Indian Rupees, the official currency of the Republic ofIndia.

Industry and Market Data

Unless stated otherwise, industry data and the market data used throughout this InformationMemorandum have been obtained from industry publications, websites and other authenticatedpublished data. Industry publications generally state that the information contained in thosepublications has been obtained from sources believed to be reliable but that their accuracy andcompleteness are not guaranteed and their reliability cannot be assured. Although, the Companybelieves that industry data used in this Information Memorandum is reliable, it has not beenindependently verified. Similarly, internal company reports, while believed by us to be reliable,have not been verified by any independent sources.

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The extent to which the market and industry data used in this Information Memorandum ismeaningful depends on the readers familiarity with the understanding of the methodologies used incompiling such data. There are no standard valuation methodologies or accounting policies in thesaid industry in India and methodologies and assumptions may vary widely among differentindustry sources.

FORWARD LOOKING STATEMENTS

This Information Memorandum contains certain words or phrases, including, “will”, “aim”, “willlikely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”,contemplate”, “seek to”, “future”, “would”, “objective”, “goal”, “project”, “should”, “will pursue”and similar expressions or variations of such expressions, that are forward-looking statements. Allforward-looking statements are subject to risks, uncertainties and assumptions that could causeactual results to differ materially from those contemplated by the relevant forward-lookingstatement.

All forward looking statements are subject to risks, uncertainties and assumptions that could causeactual results to differ materially from those contemplated by the relevant forward lookingstatement. Important factors that could cause actual results to differ materially from ourexpectations include, among others: -

General economic and business conditions in India and other countries.

Ourability to successfully implement our strategy, our growth and expansion, our exposure tomarket risks that have an impact on our business activities or investments.

The changes in monetary and fiscal policies of India, inflation, deflation, unanticipated turbulencein interest rates, foreign exchange rates, equity prices or other rates or prices.

The performance of the financial markets in India and globally, changes in domestic and foreignlaws, regulations and taxes and changes in competition in our industry.

Changes in the value of the Rupee and other currencies.

The occurrence of natural disasters or calamities.

Change in political and social conditions in India.

The Loss or shutdown of operations of the Company at any time due to strike.

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The Loss of our key employees and Staff.

Our ability to respond to technological changes.

Absolute Responsibility of AVI Polymers Limited

AVI Polymers Limited having made all reasonable inquiries, accepts responsibility for, and confirmsthat this Information Memorandum contains all information with regard to the Company, which ismaterial, that the information contained in the Information Memorandum is true and correct in allmaterial aspects and is not misleading in any material respect, that the opinions and intentionsexpressed herein are honestly held and that there are no other facts, the omission of which makesthis Information Memorandum as a whole or any of such information or the expression of any suchopinions are intentions misleading in any material respect

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SECTION II. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF

An investment in the Equity Shares involves a high degree of risk. You should carefullyconsider all the information in the IM, including the risks and uncertainties summarisedbelow, before making an investment in our Equity Shares. The risks described below arerelevant to the industries our Company is engaged in, our Company and our Equity Shares.To obtain a complete understanding of our Company, you should read this section inconjunction with the chapters titled ‘Summary of Business’ and ‘Management’s Discussionand Analysis of Financial Condition and Results of Operations’ beginning on page 21 and 70,respectively, of the IM as well as the other financial and statistical information contained inthe IM. Prior to making an investment decision, prospective investors should carefullyconsider all of the information contained in the Section IV titled ‘Financial Information’beginning on page 21 of the IM. Unless stated otherwise, the financial data in this section is asper our financial statements prepared in accordance with Indian GAAP.

If any one or more of the following risks as well as other risks and uncertainties discussed inthe IM were to occur, our business, financial condition and results of our operation couldsuffer material adverse effects, and could cause the trading price of our Equity Shares and thevalue of investment in the Equity Shares to materially decline which could result in the lossof all or part of investment. Prospective investors should pay particular attention to the factthat our Company is incorporated under the laws of India, and is therefore subject to a legaland regulatory environment that may differ in certain respects from that of other countries.

The IM also contains forward looking statements that involve risks and uncertainties. Ouractual results could differ materially from those anticipated in these forward-lookingstatements as a result of many factors, including the considerations described below andelsewhere in the IM.

These risks are not the only ones that our Company face. Our business operations could alsobe affected by additional factors that are not presently known to us or that we currentlyconsider to be immaterial to our operations. Unless specified or quantified in the relevant riskfactors below, we are not in a position to quantify financial or other implication of any risksmentioned herein.

Management Perception

The Company, at present follows such rules, regulations and guidelines as may be applicable to aCompany. It follows and regularly complies with the guidelines issued by SEBI, Companies Act

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from time to time and will always strive to take due care to follow the same. Thus the applicabilityof such laws will have limited consequences upon business and performance of the Company..

The Company follows a systematic process for planning and implementation of its strategies. TheCompany is exposed to specific risks that are particular to its business and the environment withinwhich it operates. The measurement, monitoring management of risk remains key focus areas forthe company.

The Company has in built balancing business strategy/approach so as to ensure minimum effect onthe business of the company in the adverse situations of political, economic scenario andgovernment policies.

Materiality

The Risk factors have been determined on the basis of their materiality. The following factors havebeen considered for determining the materiality.

1. Some events may not be material individually but may be material when considered collectively.2. Some events may have an impact which is qualitative though not quantitative.3. Some events may not be material at present but may have a material impact in the future.

INTERNAL RISKS :

Risks are Matter involving our Company Number of cases Financial implications

1. Our Company do not have adequate Cash flows. Low Cash flow could adversely impact ourbusiness, financial condition and results of operations.

Cash flow of a Company is a key indicator to show the extent of cash generated from operations tomeet its capital expenditure, pay dividends, repay loans and make new investments without raisingfinance from external resources. During the last several years, the Company has very lowprofitability and Cash flows. If we are not able to generate sufficient cash flow, it may adverselyaffect our business and financial operations. Please refer to page No. 27 for cash flow statement.

2. Our operations are significantly located in the Ahmedabad Region and failure to expand ouroperations may restrict our growth and adversely affect our business

Currently, we are carrying our business mainly in the Ahmedabad Region and hence our majorrevenues are generated from operations in these regions only. In the event that demand for ourproducts in general reduces or stops by any reason including political discord or instability or

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change in policies of State, then our financial condition and operating results may be materially andadversely affected. As we seek to diversify our regional focus we may face the risk that ourcompetitors may be better known in other markets, enjoy better relationships with customers. Ourlack of exposure in geographical boundaries outside our operating regions could impact our futurerevenues.

3. Our business requires us to obtain and renew certain registrations, licenses and permits fromgovernment and regulatory authorities and the failure to obtain and renew them in a timely mannermay adversely affect our business operations.

Our business operations require us to obtain and renew from time to time, certain approvals,licenses, registrations and permits, some of which may expire and for which we may have to makean application for obtaining the approval or its renewal. We will be applying for certain approvalsrelating to our business. If we fail to maintain such registrations and licenses or comply withapplicable conditions, or a regulatory authority claims we have not complied, with these conditions,our certificate of registration for carrying on a particular activity may be suspended and/orcancelled and we will not then be able to carry on such activity. This could materially and adverselyaffect our business, financial condition and results of operations. We cannot assure you that we willbe able to obtain approvals in respect of such applications or any application made by us in thefuture.

4. Our success depends largely upon the services of our Promoter, Directors and other keymanagerial personnel and our ability to attract and retain them.

We are dependent on our Promoters, Directors & Key Managerial Personnel for setting our strategicdirection and managing our businesses. Our Promoter has over the period built relations withsuppliers, customers and other persons who are connected with us. Accordingly, our Company’sperformance is dependent upon the services of our Promoter, our Directors and other keymanagerial personnel. Our future performance will depend upon the continued services of thesepersons. Demand for key managerial personnel in the industry is intense and our inability to attractand retain key managerial personnel may affect the operations of our Company.

5. Our inability to manage growth could disrupt our business and reduce our profitability.

A principal component of our strategy is to continue to grow by expanding the size andgeographicalscope of our businesses, as well as the development of our new products portfolio. This growthstrategy will place significant demands on our management, financial and other resources. It willrequire us to continuously develop and improve our operational, financial and internal controls.Continuous expansion increases the challenges involved in financial management, recruitment,

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training and retaining high quality human resources, preserving our culture, values andentrepreneurial environment, and developing and improving our internal administrativeinfrastructure. Any inability on our part to manage such growth could disrupt our businessprospects, impact our financial condition and adversely affect our results of operations.

6. The prices we are able to obtain for the products that we trade depend largely on prevailingmarket prices.

The price of the products traded by us has a significant impact on our profits. Products has beensubject to price fluctuations resulting from weather, domestic and foreign trade policies, shifts insupply and demand and other factors beyond our control. As a result, any fluctuation in pricescould have a material adverse effect on our Company and our results of operations.

7. Substantial portion of our revenues has been dependent upon our few clients. The loss of any oneor more of our major clients would have a material adverse effect on our business operations andprofitability.

For the period ended September 30, 2014, our top 5 clients contributed almost 99% of our sales. Theloss of our major customers or a decrease in the volume of products sourced from us may adverselyaffect our revenues and profitability. We cannot assure you that we shall generate the samequantum of business, or any business at all, from these customers, and loss of business from one ormore of them may adversely affect our operations and profitability.

8. We are only dependent upon a few suppliers for our raw material for our current tradingbusiness.

100 % of our purchase is from our top 3 suppliers, for the period ended September 30, 2014. Anyproblems faced by our suppliers resulting in delays or non-adherence to quality requirements couldadversely impact our ability to meet our customer’s requirements in time and our operations wouldbe affected to the extent we are unable to line up supplies from alternate suppliers.

9. We face intense competition in our businesses, which may limit our growth and prospects.

Our Company faces significant competition from other manufacturers and traders. In particular, wecompete with other traders operating in the markets in which we are present. Our competitors mayhave advantages over us, including, but not limited to:

Substantially greater financial resourcesLonger operating history than in certain of our businesses; Greater brand recognition among consumers;

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Larger customer bases in and outside India; or Morediversified operations which allow profits from certain operations to support others withover profitability.These competitive pressures may affect our business, and our growth will largely depend on ourability to respond in an effective and timely manner to these competitive pressures.

10. Our ability to pay dividends in the future will depend upon future earnings, financial condition,cash flows, working capital requirements and capital expenditures.

We have not paid any dividends since incorporation. Our future ability to pay dividends willdepend on our earnings, financial condition and capital requirements. Dividends distributed by uswill attract dividend distribution tax at rates applicable from time to time. There can be noassurance that we will generate sufficient income to cover the operating expenses and paydividends to the shareholders. Our ability to pay dividends will also depend on our expansionplans. We may be unable to pay dividends in the near or medium term, and the future dividendpolicy will depend on the capital requirements and financing arrangements for the business plans,financial condition and results of operations.

11. We do not own our Registered Office from which we operate.

We do not own the premises on which our Registered Office is situated. We have been using thepremises without any Rent agreement. The Premises are owned by the relatives of the Promotersand he has given the premises to be used as the registered office. We cannot assure you that we willown, or have the right to occupy, this premises in the future, or that we will be able to continue withthe uninterrupted use of this property, which may impair our operations and adversely affect ourfinancial condition.

12. Our Company has not registered the trademark. Our ability to use the trademark may beimpaired if the same is not registered under our name.

We have not registered the trademark and logo of our Company which we use. The registration forthe said trademark in our name is important to retain our brand equity. If we do not register ourtrademark, we may lose the statutory protection available to us under the Trade Marks Act, 1999 forsuch trademark.

We are unable to assure that the future viability or value of any of our intellectual. Our Company’sbusiness may be affected due to our inability to protect our existing and future intellectual propertyrights. Currently, we do not enjoy the statutory protections accorded to a trademark registered inIndia and may not prohibit the use of such name and logo by anybody by means of statutoryprotection until it is registered.

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13. Future issuances of Equity Shares or future sales of Equity Shares by our Promoter and certainshareholders, or the perception that such sales may occur, may result in a decrease of the marketprice of our Equity Shares.

In the future, we may issue additional equity securities for financing our capital requirements. Inaddition, our Promoter and certain shareholders may dispose off their interests in our Equity Sharesdirectly, indirectly or may pledge or encumber their Equity Shares. Any such issuances or sales orthe prospect of any such issuances or sales could result in a dilution of shareholders holding or anegative market perception and potentially in a lower market price of our Equity Shares.

14. We have in the past entered into related party transactions and may continue to do so in thefuture

During the last five years we have not entered into any related party transactions. However infuture we may be require to enter into related party transactions. While we believe that all suchtransactions have been conducted on an arm’s length basis, there can be no assurance that we couldnot have achieved more favourable terms had such transactions not been entered into with relatedparties. Furthermore, it is likely that we may enter into related party transactions in the future.There can be no assurance that such transactions, individually or in the aggregate, will not have anadverse effect on our financial condition and results of operations.

15. Currently our shares are listed on ASE and as on date there is no trading in shares of ourCompany thus we are Illiquid Stock.

Presently, there is no trading activity at ASE, therefore we are in the process of listing our equityshares at BSE.

EXTERNAL RISKS :

1. Global economic, political and social conditions may harm our ability to do business, increase ourcosts and negatively affect our stock price.

Global economic and political factors that are beyond our control, influence forecasts and directlyaffect performance. These factors include interest rates, rates of economic growth, fiscal andmonetary policies of governments, inflation, deflation, foreign exchange fluctuations, consumercredit availability, consumer debt levels, unemployment trends, terrorist threats and activities,worldwide military and domestic disturbances and conflicts, and other matters that influence

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consumer confidence, spending and tourism. Increasing volatility in financial markets may causethese factors to change with a greater degree of frequency and magnitude.

2. Global recession and market conditions could cause our business to suffer.

The developed economies of the world viz. U.S., Europe, Japan and others are in midst ofrecoveringfrom recession which is affecting the economic condition and markets of not only theseeconomies but also the economies of the emerging markets like Brazil, Russia, India and China.General business and consumer sentiment has been adversely affected due to the global slowdownand there cannot be assurance, whether these developed economies will see good economic growthin the near future.Consequently, this has also affected the global stock and commodity markets.

3. Natural calamities and changing weather conditions caused as a result of global warming couldhave a negative impact on the Indian economy and consequently impact our business andprofitability.

Natural calamities such as draughts, floods, and earthquakes could have a negative impact on theIndian economy and may cause suspension, delays or damage to our current projects andoperations, which may adversely impact our business and our operating results. India being amonsoon driven economy, climate change caused due to global warming bringing deficient /untimely monsoons could impact Government policy which in turn would adversely affect ourbusiness.

4. Tax rates applicable to Our Company may increase and may have an adverse impact on ourbusiness.

Any increase in the tax rates including surcharge and education cess applicable to us may have anadverse impact on our business and results of operations and we can provide no assurance as to theextent of the impact of such changes.

5. Political instability or changes in the Government could adversely affect economic conditions inIndia generally and our business in particular.

The Government of India has traditionally exercised and continues to exercise a significant influenceover many aspects of the economy. Our business, and the market price and liquidity of our EquityShares, may be affected by interest rates, changes in Government policy, taxation, social and civilunrest and other political, economic or other developments in or affecting India. Since 1991,successive governments have pursued policies of economic liberalization and financial sector

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reforms. However, there can be no assurance that such policies will be continued in the future. Asignificant change in India’s economic liberalization and deregulation policies could disruptbusiness and economic conditions in India generally and adversely affect our business, financialcondition and results of operations.

6. Civil unrest, acts of violence including terrorism or war involving India and other countries couldmaterially and adversely affect the financial markets and our business.

Any major hostilities involving India or other acts of violence, including civil unrest or similarevents that are beyond our control, could have a material adverse effect on India’s economy and ourbusiness. Terrorist attacks and other acts of violence may adversely affect the Indian stock markets,where our Equity Shares will trade, and the global equity markets generally.

7. There is no guarantee that the Equity Shares will be listed on the of BSE in a timely manner, or atall.

In accordance with Indian law and practice, approval for listing and trading will require all relevantdocuments authorizing the issuing of Equity Shares to be submitted. There could be a failure ordelay in listing the Equity Shares on BSE. Any failure or delay in obtaining the approval wouldrestrict your ability to dispose of your Equity Shares.

8. The price of our Equity Shares may be volatile, or an active trading market for our Equity Sharesmay not develop.

The trading price of our Equity Shares may fluctuate after listing at BSE due to a variety of factors,including our results of operations and the performance of our business, competitive conditions,general economic, political and social factors, the performance of the Indian and global economyand significant developments in India’s fiscal regime, volatility in the Indian and global securitiesmarket, performance of our competitors, the Indian Capital Markets and Finance industry, changesin the estimates of our performance or recommendations by financial analysts and announcementsby us or others regarding contracts, acquisitions, strategic partnerships, joint ventures, or capitalcommitments. In addition, if the stock markets experience a loss of investor confidence, the tradingprice of our Equity Shares could decline for reasons unrelated to our business, financial condition oroperating results. The trading price of our Equity Shares might also decline in reaction to events thataffect other companies in our industry even if these events do not directly affect us. Each of thesefactors, among others, could materially affect the price of our Equity Shares. There can be noassurance that an active trading market for our Equity Shares will develop or be sustained after thisIssue, or that the price at which our Equity Shares are initially offered will correspond to the pricesat which they will trade in the market subsequent to this Issue.

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9. There are restrictions on daily movements in the price of the Equity Shares, which may adverselyaffect a shareholder’s ability to sell, or the price at which it can sell, Equity Shares at a particularpointing time

We will be subject to a daily “circuit breaker” imposed by BSE, which does not allow transactionsbeyond specified increases or decreases in the price of the Equity Shares. This circuit breakeroperates independently of the index-based, market-wide circuit breakers generally imposed by SEBIon Indian stock exchanges. The percentage limit on our circuit breakers will be set by the stockexchanges based on the historical volatility in the price and trading volume of the Equity Shares.The BSE may not inform us of the percentage limit of the circuit breaker in effect from time to timeand may change it without our knowledge. This circuit breaker will limit the upward anddownward movements in the price of the Equity Shares. As a result of this circuit breaker, noassurance can be given regarding your ability to sell your Equity Shares or the price at which youmay be able to sell your Equity Shares at any particular time.

10. Litigation Summary :

We have certain litigation filed against the Company by the Income Tax Department. The details ofthe same is as under :

Name of status Nature of Dues AmountRs. InLacs

FinancialYear towhichamountrelates

Forum wheredispute is pending

Income taxAct,1961

Tax onassessment u/s143(3)

5.561999-2000 Gujarat High Court

Ahmedabad

Income taxAct,1961

Tax onAssessment u/s143(3)

98.282000-2001 ITAT Ahmedabad

Total 103.84

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The Risk Management Policy as framed by the Company is as under :

RISK MANAGEMENT POLICY

OBJECTIVE & PURPOSE OF POLICY

The Company is prone to inherent business risks. AVI Polymers Limited constantly endeavours tomanage its operations that risks associated with the operations are minimum, which helps to protectthe interest of various Stakeholders. This document is intended to formalize a risk managementpolicy, the objective of which shall be identification, evaluation, monitoring and minimization ofidentifiable risks. The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting, evaluating and resolving risksassociated with the business. Risk Management Policy is also to ensure the compliance of the legallaws, wherever applicable. In order to achieve the key objective, the policy establishes a structuredand disciplined approach to Risk Management, in order to guide decisions on risk related issues.

APPLICATION

This policy applies to all areas of the Company’s operations.

IMPLEMENTATION :

The Board of Directors of the Company and the Audit Committee shall periodically review andevaluate the risk management system of the Company so that the management controls the risksthrough properly defined network.

Head of Departments shall be responsible for implementation of the risk management system asmay be applicable to their respective areas of functioning and report to the Board and AuditCommittee.

Identification of Risks :

Among various risks, some of the risks as identified by the company includes business operationsrisk, foreign exchange risks, natural disasters risks, liquidity risks, human resources risk, legal risks,systems risks etc. The Company adopts a specific strategy to deal with these risks.

ROLE OF THE BOARD

The Board will undertake the following actions to ensure risk is managed appropriately:

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1. The Board shall be responsible for framing, implementing and monitoring the risk managementplan for the company.

2. The Board shall define the roles and responsibilities of the Heads of Departments for riskmanagement and may delegate monitoring and reviewing of the risk management plan to theCommittee and such other functions as it may deem fit.

3. Ensure that the appropriate systems for risk management are in place.

4. The independent directors shall help in bringing an independent judgment to bear on theBoard’s deliberations on issues of risk management and satisfy themselves that the systems of riskmanagement are robust and defensible;

5. Participate in major decisions affecting the organization’s risk profile;

6. Have an awareness of and continually monitor the management of strategic risks;

7. Be satisfied that processes and controls are in place for managing less significant risks;

8. Be satisfied that an appropriate accountability framework is working whereby any delegationof risk is documented and performance can be monitored accordingly;

9. Ensure risk management is integrated into board reporting and annual reportingmechanisms;

REVIEW :

Risk Management Policy may be reviewed by the Board of Directors, from time to time and theBoard shall ensure that risk management systems are reviewed at least once in a year.

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SECTION IV – INTRODUCTION

SUMMARY OF BUSINESS

In this section, unless the context requires otherwise, any reference to “we”, “our” and “us” refers to theCompany.

OVERVIEW

The Company was incorporated as a Public Limited Company under the Companies Act, 1956 on 1st

March, 1993 as AVI Polymers Limited ( herein after referred to as “Company” or “the Company” )and obtained Certificate of Commencement of Business on 7th April, 1993 from the Registrar ofCompanies, Bihar. The Corporate Identification Number ( CIN ) of the Company isL27204JH1993PLC005233. The Registered Office of the Company is situated at At AmbicaCompound, Old H B Road, Ranchi -834 001 and Corporate Office is situated at : 103, NalandaComplex, Nr. Mansi Tower, Vastrapur, Ahmedabad-380054. The Company made an Initial PublicOffering of Shares in the year 1997. Pursuant to Intial Public Offer the Shares of the Company werelisted at Magadh Stock Exchange and Ahmedabad Stock Exchange. Presently majority of theCompany’s activities are carried out through its Corporate Office at Ahmedabad. The activitiescarried out by the Company are within the scope of the Object Clause of our Memorandum ofAssociation.

Main Objects of AVI Polymers Limited

The main objects of the AVI Polymers Limited as set out in Clause III ( A ) of the Memorandum ofAssociation are as follows:

1. To carry on the business of & to manufacture, produce, refine process, formulate, mix orprepare, buy, sell, transfer or otherwise dispose off , trade, deal in and deal with, import andexport any and all classes and kinds of polyethylene in India of outside India and any and allclasses and kinds of chemicals, source materials, ingredients, mixtures, derivatives andcompounds thereof and any and all kinds of products of which any of the foregoingconstitutes an ingredient or in the production which the foregoing is used, including butlimited to polyethylene.

2. To carry on the business as manufacturers, processors, re-processors, importers, exporters,buyers, sellers, wholesaler, dealers , agents, sub-agents, facilators , consultants, in all kinds ofpolymers, textiles, textile auxiliaries, garments, textile Chemicals, heavy chemicals, acidalkalise, petro chemicals, dye stuff, intermediates, enzymes, essences, solvents, speciality

22

chemicals, colour dyes, paints, varnishes, wet and other organic dyestuff, chemicalauxiliaries, disinfectants, sizing, bleaching, photographical, chemical compounds andchemicals of all kinds ( solid, liquid and gaseous), plastics , pharmaceutical products,construction materials, fertilizers, metals, engineering products, packing materials , foodgrains, oils, consumer goods, and all other items included in open general license.

The Company is mainly carrying out the Business of the trading of Textile and Chemicals.

Environmental and Labour Regulations

Our Company may require a number of approvals, licenses, registrations and permits for itsbusiness(s). Any delay in getting these approvals may adversely affect the business operations andfinancial condition of the Company. Further, the government approvals and licenses are subject tovarious conditions. If it fails to comply, or a regulator claims that the Company has not compliedwith these conditions, its business, financial position and operations would be materially adverselyaffected. Some of the laws and regulations as applicable to the Company include the following:

• Apprentices Act, 1961• Contract Labour (Regulation and Abolition), 1970• Employees’ Provident Funds and Miscellaneous Provisions Act, 1952• Employers’ Liability Act, 1938• Emigration Act, 1983• Employees’ State Insurance Act, 1948• Service Tax Act, 1994• Industrial Disputes Act, 1947• Income Tax Act, 1961• Minimum Wages Act, 1948• Payment of Wages Act, 1936• Payment of Bonus Act, 1965• Payment of Gratuity Act, 1972• Workmen Compensation Act, 1923

23

SUMMARY OF FINANCIAL INFORMATION

The following table provides a summary of financial information derived from the financialstatements as of and for the financial year 2015, 2014, 2013, 2012, 2011 and 2010. Thesefinancial statements have been prepared in accordance with the Indian GAAP and theCompanies Act, 1956.The summary of financial information presented below should be read inconjunction with the financial statements, the notes and annexures thereto on page no.85

Summary Statement of Assets and Liabilities

SrNo.

Particulars As at March, 31

2015 2014 2013 2012 2011 20101 Non-Current Assets

Fixed Assets

(i) Tangible Assets GrossBlock

9133191331 91331 91331 91331

91331

Less: Depreciation 87663 77600 75228 72364 68868 64519

Net Block 3668 13731 16103 18967 22463 26812

Non-current Investment 11,000,000 11764000

11764000 11764000 764000 764000

Deferred Tax Assets 0 0 0 0 0 0

Long Term Loans &Advances

2371879 645820 4460820 415820 417640 415820

Other Non-CurrentAssets

0 0 0 0 0 0

Total Non-CurrentAssets

13375547 12423551

16240923 12198787 1204103 1206632

2 Current Assets

Inventories 0 49070 225423 48214 264354 133021

Trade Receivables 14779683 10285730

10043230 23701757 32526342 26498593

Cash and CashEquivalents

1004437 3380367

299167 299407 726364 545842

24

Short-term Loans &Advances

3994015 0 0 0 0 0

Other Current Assets 599773 24800 0 0 0 0

Total Current Assets 20377908 13739967

10567820 24049378 33517060 27177456

3 Non-current Liabilities

Long-term Borrowings 0 0 0 0 0 0

Deferred Tax Liabilities(Net)

0 0 0 0 0 0

Long-term Provisions 0 0 0 0 0 0

Other Long TermLiabilities

0 0 0 0 0 0

Total Non-CurrentLiabilities

0 0 0 0 0 0

4 Current Liabilities

Short-term Borrowings 0 0 0 0 0 2089185

Trade payables 930037 16854 747363 10123091 8624645 0

Other Current Liabilities 4923 2250 60340 154250 139195 362182

Short-term Provisions 0 0 0 0 0 0

Total Current Liabilities 934960 19104 807703 10277341 8763840 2451367

Net Worth

1 Net worth Representedby

Share Capital 44751750 38137500

38047500 38047500 38047500 38047500

Reserves and Surplus -11933255 -119930

86

-12046460

-12076676 (12090177)

(12114779)

Net Worth 32818495 26144414

26001040 25970824 25957323 25932721

25

Summary Statement of Profit and Loss Account

SrNo.

Particulars As at March, 31

2015 2014 2013 2012 2011 2010I Income

Revenue fromOperations

32103604 9494799 36359680 126961865 52973514 25653224

Other Income 345300 135705 21 0 42320 540173

Total Revenue 32448904 9630504 36359701 126961865 53015834 26193397

II Expenses

Cost of MaterialsConsumed

0 0 0 0 0 0

Purchase of Stock-in-Trade

29934589 6253455 34392201 103238049 39239196 21395077

Changes inInventories of FG &WIP and Stock inTrade

49070 176353 -177209 216140 -131333 4328225

Employee BenefitExpenses

783082 2332324 1364839 841577 283317 184116

Finance Cost 5175 5999 2386 357 227949 125845

Depreciation andamortisation expense

10062 2372 2864 3497 4349 5532

Other Expenses 1607095 806627 744404 22648744 13367754 142821

Total Expenses 32389073 9577130 36329485 126948364 52991232 26181616

III Profit beforeExceptional andExtraordinary Itemsand Tax (I-II)

59831 53374 30216 13501 24602 11781

IV Exceptional Items 0 0 0 00

0

V Profit before 59831 53374 30216 13501 24602 11781

26

Extraordinary Itemsand Tax ( III– IV)

VI Extraordinary Items 0 0

VII Profit before tax ( V –VI)

59831 53374 30216 13501 24602 11781

VIII Tax Expense :

Provision for CurrentTax

11400 0 0 0 0 0

Less : MAT Creditentitlement

(11400) 0 0 0 0 0

Total Tax Expense 0 0 0 0 0 0

IX Profit ( Loss) for theperiod ( VII – VIII)

59831 53374 30216 13501 24602 11781

X Earnings Per Share (Basic & Diluted)

0.012 0.0095 0.0054 0.0024 0.0044 0.0021

27

Summary Statement of Cash Flow

Particulars As at March, 312015 2014 2013 2012 2011 2010

( A) CASH FLOW FROM OPERATINGACTIVITIESNet Profit / (Loss) before Extraordinary Itemsand Tax

59831 53374 30216 13501 24602 11781

Adjustments for -Add: Depreciation and Amortisation 10062 2372 2864 3497 4349 5532Add: Interest Received 0 0 0 0 0 0Add: loss due to w/off 764000 0 0 0 0 0Operating Profit before Working CapitalChanges

833893 55746 33080 16998 28951 17313

Adjusted for:Decrease / (Increase) in Inventories 49070 176354 -177209 216140 -131333 4328225Decrease / (Increase) in Trade Receivables andOther Receivables

-4493952 -242500 13658527 8824584 -602774

9

18142868

Increase / (Decrease) in Other Current Assets -574973 -24800 0 0 -1820 0Increase / (Decrease) in Current Liabilities andProvisions

915856 -788600 -9469638 1513501 8401658

108271

Increase / (Decrease) in Loans and Advances -1726059 3815000 0 1820 0 -11979958

Increase /(Decrease) in short term loans andadvances

-3994015

Cash generated from Operations -8990180 2991200 4044760 10573043 2269707

10616719

Taxes Paid 0 0 0 0 0 0Net Cash Generated from Operations -8990180 2991200 4044760 10573043 226970

710616719

( B) CASH FLOW FROM INVESTINGACTIVITIESPurchase of Fixed Assets 0 0 -15120(Increase)/Decrease in Other Long Term Loans&Advances

0 0 0 -11000000

0 0

(Increase)/Decrease in Other Short Term loans&Advances

0 0 0 0 0 0

28

Interest Received 0 0 0 0 0 0Net cash used in Investing Activities 0 0 0 -

110000000 -15120

( C) CASH FLOW FROM FINANCING ACTIVITIESUnpaid call money received 6614250 90000 0 0 0 0

Call in Arrears Received 0 0 0 0 0 0Proceeds from Long-term Borrowings 0 0 -4045000 0 -

2089185

-10226741

Proceeds from other Short-term Borrowings 0 0 0 0 0 0Net Cash used in Financing Activities 6614250 90000 -4045000 0 -

2089185

-10226741

Net Increase/ (Decrease)in Cash andCash Equivalents (A+B+C)

-2375930 3081200 -240 -426957 180522 374858

Cash and Cash Equivalents at the beginning ofthe year

3380367 299167 299407 726364 545842 170984

Cash and Cash Equivalents at the end of theyear

1004437 3380367 299167 299407 726364 545842

29

General Information :

Name of the Company AVI POLYMERS LTD

Corporate Identity Number L27204JHI1993PLC 005233Registered Office Address, Phonesand websites of theCompany

At Ambica Compound, Old H B Road,Ranchi -834 001(Ph) +91 7048360390E-Mail: [email protected]: www.AVIpolymers.com

Corporate Office Address 103, Nalanda Complex, Nr. Mansi Tower,Vastrapur, Ahmedabad-380054

Name, Telephone No. andEmail ID of the Compliance Officer

Ms. Monika Mukeshkumar ShahTel No.: +91 7048360390E-Mail: [email protected]

Name of the Managing Director ofthe Company

Mr. Mansukh Patel

Registrar and Transfer Agents of theCompany (if In-house mention-INHOUSE)Address of the RegistrarAnd Transfer Agents (if in-houseprovide the address forcorrespondence by investors)

MCS SHARE TRANSFER AGENT LIMITED12/1/5, Manoharpukur Road,Kolkata – 700 026Phone No.: 033-40724051/52/5Fax : 033-40724051Email :[email protected] Person : Subhash BhattacharyaSEBI Registration No. : INR000004108

Whether / common Agencyappointed for share transfers by thecompany (Yes/No)

YESMCS SHARE TRANSFER AGENT LIMITED12/1/5, Manoharpukur Road,Kolkata – 700 026Phone No.: 033-40724051/52/5Fax : 033-40724051Email :[email protected] Person : Subhash BhattacharyaSEBI Registration No. : INR000004108

30

Listing of equity shares on BSE:

Equity Shares of the Company are proposed to be listed and to be traded on BSE. Such admissionfor trading will be subject to fulfillment by the Company of Direct Listing criteria and subject tosuch other terms and conditions as may be prescribed by BSE at the time of the application by theCompany seeking listing.

Disclaimer Clause of BSE :

The BSE does not in any manner:

warrant, certify or endorse the correctness or completeness of any of the contents ofthisInformation Memorandum; or

warrantthat this Company’s securities will be traded or will continue to be traded on the BSE; or

take any responsibility for the financial or other soundness of this Company, its promoters, itsmanagement or any scheme or project of this Company; and it should not for any reason bedeemed or construed to mean that this Information Memorandum has been cleared or approvedby the BSE.

Every person who desires to acquire any securities of this Company may do so pursuant toindependent inquiry, investigation and analysis and shall not have any claim against the BSEwhatsoever by reason of any loss which may be suffered by such person consequent to or inconnection with such subscription/ acquisition whether by reason of anything stated or omitted tobe stated herein or for any other reason whatsoever

Eligibility Criterion:

Our Company is submitting this Information Memorandum, for listing of Equity Shares undernew norms for the permitted category of listing for the companies already listed on otherrecognized Stock Exchange and it contains information about the Company, making disclosures inline with the disclosure requirement for public issues, as applicable, to BSE for making the saidInformation Memorandum available to public through their website viz. www.bseindia.com.

31

Prohibition by SEBI:

Our Company, its directors, its promoters, other companies promoted by the promoters andcompanies with which the company`s directors are associated as directors have not beenprohibited from accessing the capital markets under any order or direction passed by SEBI.

General Disclaimer from the Company:

Our Company accepts no responsibility for statements made otherwise than in the InformationMemorandum or any other material issued by or at the instance of the Company and anyoneplacing reliance on any other source of information would be doing so at his or her own risk. Allinformation shall be made available by the Company to the public and investors at large and noselective or additional information would be available for a section of the investors in any manner.

Listing

Application is being made to BSE, for permission to deal in and for an official quotation of theEquity Shares of the company. The company has taken steps for completion of necessaryformalities for the Direct listing of its Equity shares and commencement of trading at the BombayStock Exchange.

Demat Credit

The Company has executed Tripartite Agreements with NSDL and CDSL for its securities indemat form. Tripartite agreements have been signed between the Company, the Registrar andCDSL and NSDL. The ISIN No. allotted to the Company is INE897N01014.

Auditors :

S.S.Dasani & Co.,288, New Cloth Market,AhmedabadGujarat380002FRN: 116521WEmail id: [email protected]

32

Bankers to the Company :

1. State Bank of India

Add: Shop no.1 Zodiac Squire, Sarkhej Gandhinagar Highway, Ahmedabad 380 054

2. State Bank of India

Add: Shikhar Apart, Nr. Chef Justice Bungalow, Bodakdev, Ahmedabad 380 059

3. Colour Merchant Co.OP. Bank Ltd

Add: Opposite Kamal Pan House, Astodia Road, Astodia, Mandvini Pol, Khadia, Ahmedabad, Gujarat380001

Company Secretary and Compliance Officer :

Monika Mukeshkumar Shah103, Nalanda Complex, Nr. Mansi Tower, Vastrapur, Ahmedabad-380054Tel No.: +91 7048360390E-Mail : [email protected]

33

CAPITAL STRUCTURE

Sr. No. Share Capital (RS.)

1. AuthorisedCapital: 65,00,000 Equity Sharesof Rs.10 each

6,50,00,000

2. Issued Capital5607300Equity shares of Rs.10/- each. 56073000

3. * Subscribed and Paid Up CapitalRs. 40907000/- ( 4090700 Fully Paid UPEquity Shares of Rs. 10/- each )

Rs. 3844750/- ( Amount Paid up on 1516600forfeited Shares )

4,47,51,750

TOTAL 4,47,51,750

* Evolution of Share Capital is as under :

Sr. No. Date ofAllotment

No. ofShares

IssueValue

Paid UpValuePer Share

Consideration

1 30/09/1993 160000 1600000 10 Cash at Par2 04/12/1993 160000 1600000 10 Cash at Par3 27/01/1996 157100 1571000 10 Cash at Par4 17/07/1997 5130200 51302000 10 Cash at ParTotal Before forfeiture 5607300 56073000Less : Forfeiture ofShares on15/12/2014

1516600 15166000 N.A. NotApplicable

Total after forfeiture 4090700

34

Shareholding Pattern :

The Shareholding Pattern for the quarter ended on 30th June, 2014 is as under :Introductory sub-table (I)(a)

Name of the Company: AVI POLYMERS LIMITED

Scrip Code: ASE 06714

Quarter ended: 30/06/2014

Partly paid-up shares:-

No. of partlypaid-upshares

As a % of totalno. of partly paid-up shares

As a % of total no. ofshares of the company

Held by promoter/promoter group 0 0 0Held by public 2400900 100 42.82

Total 2400900 100 42.82

Outstanding convertiblesecurities:-

No. ofoutstandingsecurities

As a % of total no.of outstandingconvertiblesecurities

As a % of total no. ofshares of the company,assuming fullconversion of theconvertible securities

Held by promoter/promoter group 0 0 0Held by public 0 0 0

Total 0 0 0

Warrants:-No. ofwarrants

As a % of totalno.of warrants

As a % of total no. ofshares of the company,assuming fullconversion of warrants

Held by promoter/promoter group 0 0 0Held by public 0 0 0

Total 0 0 0

Total paid-up capital of thecompany, assuming fullconversion of warrants andconvertible securities

Rs.3,81,37,500/-

35

CategoryCode Category of Shareholder

No ofShareholders

Total No ofShares

No of sharesheld in DematForm

Total shareholding as a %of total No of shares

As a % of(A+B)

As a % of(A+B+C)

(A)Shareholding of Promoter &Promoter Group

1 Indian:

a Individuals/ HUF 6 14,87,500 14,04,500 26.53 26.53

b Central Govt/ State Govt 0 - 0.00 0.00

c Bodies Corporate 3 512000 1,97,000 9.13 9.13

d Financial Institutions / Banks 0 - - 0.00 0.00

e Any Other 0 - 0.00 0.00

Sub- Total (A) (1) 9 19,99,500 16,01,500 35.66 35.66

2 Foreign:

aIndividuals (Non-ResidentIndividuals/ Foreign Individual 0 - - 0.00 0.00

b Bodies Corporate 0 - - 0.00 0.00

c Institutions 0 - - 0.00 0.00

d Any other (Specify) 0 - - 0.00 0.00

Sub- Total (A) (2) 0 - - 0.00 0.00TOTAL (Shareholding of Promoter& Promoter Group (A) =(A)(1)+(A)(2) 9 19,99,500 16,01,500 35.66 35.66

B Public Shareholding:1 Institutions:

a Mutual Funds/ UTI 0 - - 0.00 0.00

b Financial Institutions / Banks 0 - - 0.00 0.00

c Central Govt/ State Govt 0 - - 0.00 0.00

d Venture Capital Funds 0 - - 0.00 0.00

e Insurance Companies 0 - - 0.00 0.00f Foreign Institutional Investors 0 0.00 0.00

36

- -

g Foreign Venture Capital Investor 0 - - 0.00 .

h Any Other 0 - - 0.00 0.00

Sub- Total (B) (1) 0 - - 0.00 0.002 Non- Institutions:

a Bodies Corporate 7 9,15,100 - 16.32 16.32

b Individuals - 0 - - 0 0

i.Individual Shareholders holdingnominal share capital uptoRs. 1 lacs 2096 16,54,000 - 29.50 29.50

ii. Individual Shareholders holdingnominal share capital in excess ofRs. 1 lacs 11 10,38,700 - 18.52 18.52

c Any other (NRI) 0 - - 0.00 0.00

Sub- Total (B) (2) 2114 36,07,800 0 64.34 64.34

TOTAL (Public Shareholding (B) =(B)(1)+(B)(2) 2114 36,07,800 - 64.34 64.34

TOTAL (A+B) 2114 5607300 1601500 100.00 100.00

CShares held by Custodians andagainst which Depository Receiptshave been issued 0 - - 0.00 0.00

GRAND TOTAL (A+B+C) 2123 56,07,300 16,01,500 100.00 100.00

37

(I)b)

Statement showing holding of securities (including shares, warrants, convertiblesecurities) of persons belonging to the category “Promoter and Promoter Group” ason30.06.2014

Sr.No.

Name of theshareholder

Details of Sharesheld

Encumbered shares (*) Details ofwarrants

Details ofconvertiblesecurities

TotalShares(includ

ingunderl

yingsharesassuming fullconversion ofwarrants andconver

tiblesecurities) as a% of

dilutedshare

capital

Numberof shares

held

As a % ofgrandtotal

(A) +(B)+( C )

No. As a % As a %of

grandtotal

(A)+(B)+(C) of

sub-clause(I)(a )

Number of

warrants

held

As a %total

numberof

warrants

of thesameclass

Number of

convertible

securities

held

As a %total

numberof

convertible

securities

of thesameclass

(I) (II) (III) (IV) (V)(VI)=(V)/(III)*100

(VII) (VIII) (IX) (X) (XI)

1 Akhai RamPatel

55000 0.98 0 0 0 0 0 0 0 0.98

2 Khemji Patel 42000 0.75 0 0 0 0 0 0 0 0.75

3 Govind Patel 40000 0.71 0 0 0 0 0 0 0 0.71

4 MansukhLalPatel 208000

3.71 0 0 0 0 0 0 0 3.71

5 Dhirendra Patel 1000 0.02 0 0 0 0 0 0 0 0.02

6 MonolinkTrexim Pvt Ltd. 134000

2.39 0 0 0 0 0 0 0 2.39

7 AKAI SecuritiesPvt Ltd. 181000

3.23 0 0 0 0 0 0 0 3.23

8 AAR VEEIndustries Ltd. 197000

3.51 0 0 0 0 0 0 0 3.51

9 Mansukh Patel(HUF) 1141500

20.36 0 0 0 0 0 0 0 20.36

TOTAL 1999500 35.66 0 0 0 0 0 0 0 35.66

38

( I ) ( c ) ( i ) Statement showing holding of securities (including shares, warrants, convertible securities) ofpersons belonging to the category “Public” and holding more than 1% of the total number of shares as on30.06.2014

Sr. No. Name of the shareholder Numberof

sharesheld

Sharesas a

percentage oftotal

numberof shares

{i.e.,GrandTotal

(A)+(B)+(C)

indicated in

Statement atpara(I)(a)

above}

Details of warrants Details of convertiblesecurities

Totalshares

(includingunderlying shares

assumingfull

conversion of

warrantsand

convertible

securities)as a % ofdilutedshare

capital

Numberofwarrantsheld

As a %totalnumberofwarrants ofthe sameclass

Numberofconvertiblesecuritiesheld

% w.r.ttotalnumber ofconvertiblesecuritiesofthe sameclass

1 Shwetang Shah 557500 9.94 0 0 0 0 9.94

2Shivarjan Chemicals Pvt.Ltd. 835700 14.90 0 0 0 0 14.90

3 KamleshKumar K Lalwani 281100 5.01 0 0 0 0 5.01TOTAL 1674300 29.86 0 0 0 0 29.86GRAND TOTAL 5607300

(I)(c)(ii) Statement showing holding of securities (including shares, warrants, convertible securities) ofpersons (together with PAC) belonging to the category “Public” and holding more than 5% of the totalnumber of shares of the company as on 30.06.2014

Sr.No.

Name(s) of theshareholder(s) and

the Persons Acting inConcert (PAC) with

them

Numberof shares

Shares as apercentage

oftotal

number ofshares

{i.e., GrandTotal


Totalshares

(including

underlying

sharesassumin

39

(A)+(B)+(C)indicated inStatement

at para(I)(a)

above}

Numberof

warrants

As a %total

numberof

warrants of thesameclass

Numberof

convertible

securities

held

% w.r.ttotal

number ofconvertibl

esecurities

of thesameclass

g fullconversi

on ofwarrant

s andconverti

blesecurities) as a% of

dilutedshare

capital

1 Shwetang Shah 557500 9.94 0 0 0 0 9.94


3Kamleshkumar KLalwani 281100 5.01 0 0 0 0 5.01

TOTAL 1674300 29.86 0 0 0 0 29.86

(I)(c)(iii) Statement showing details of Locked in Shares as on 30.06.2014

Sr. No. Name of the ShareholderNo ofshares

Shares as a % of Total No of shares (i.e.Grand Total (A)+(B)+(C) indicated instatement at para (I)(a) above)

NIL Nil Nil

TOTAL NIL NIL

(II)(a)Statement showing details of Depository Receipts (DRs) as on 30.06.2014

Sr.No.

Type ofoutstanding DR(ADRs, GDRs,SDRs, etc.)

Number ofoutstandingDRs

Number ofsharesunderlyingoutstandingDRs

Shares underlyingoutstanding DRs as apercentage of totalnumber of shares {i.e.,Grand Total(A)+(B)+(C) indicatedin Statement at para(I)(a) above}

40

NIL NIL NIL

TOTAL NIL NIL NIL

(II)(b)Statement showing details of Depository Receipts (DRs), where underlyingshares held by "promoter/promoter group" are in excess of 1% of the totalnumber of shares as on 30.06.2014

Sr. No. Name ofthe DRHolder


Number ofsharesunderlying

outstanding DRs

Shares underlying outstandingDRs as a percentage of totalnumber of shares {i.e., GrandTotal (A)+(B)+(C) indicated inStatement at para (I)(a) above}

NIL NILTOTAL NIL NIL

41

The shareholding Pattern of the Company as on 30th September, 2014 is as under :

Introductory sub-table (I)(a)




Partly paid-up shares:-No. of partly paid-upshares

As a % of total no. ofpartly paid-up shares

As a % of total no.of shares of thecompany

Held by promoter/promotergroup 0 0 0Held by public 1984200 100 35.39

Total 1984200 100 35.39


No. of outstandingsecurities

As a % of total no. ofoutstanding convertiblesecurities

As a % of total no.of shares of thecompany, assumingfull conversion ofthe convertiblesecurities

Held by promoter/promotergroup 0 0 0Held by public 0 0 0

Total 0 0 0

Warrants:- No. of warrantsAs a % of total no.of warrants

As a % of total no.of shares of thecompany, assumingfull conversion ofwarrants


Total 0 0 0


4,12,54,500/-

42

(I) (a) Statement showing Shareholding Pattern

CategoryCode

Category ofShareholder

No ofShareholders

Total No ofShares

No ofsharesheld inDematForm

Total shareholding as a% of total No of shares

Shares Pledged orotherwise encumbered

As a % of(A+B)

As a % of(A+B+C)

Numberof Shares

As a %

(A)

Shareholding ofPromoter &Promoter Group

1 Indian:

a Individuals/ HUF 6 14,87,500 1404500 26.53 26.53 Nil Nil

bCentral Govt/State Govt 0 - 0.00 0.00 Nil Nil

c Bodies Corporate 3 512000 197000 9.13 9.13 Nil Nil

d

FinancialInstitutions /Banks 0 - 0.00 0.00

Nil Nil

e Any Other 0 - 0.00 0.00Nil Nil

Sub- Total (A) (1) 9 19,99,500 1601500 35.66 35.66Nil Nil

2 Foreign:

a

Individuals (Non-ResidentIndividuals/Foreign Individual 0 - - 0.00 0.00

Nil Nil

b Bodies Corporate 0 - - 0.00 0.00 Nil Nil

c Institutions 0 - - 0.00 0.00 Nil Nil

dAny other(Specify) 0 - - 0.00 0.00 Nil Nil

Sub- Total (A) (2) 0 - - 0.00 0.00 Nil Nil

TOTAL(Shareholding ofPromoter &Promoter Group(A) = (A)(1)+(A)(2) 9 19,99,500 1601500 35.66 35.66

Nil Nil

BPublicShareholding:

1 Institutions:NOTAPPLIC

NOTAPPLICAa

Mutual Funds/UTI 0 - - 0.00 0.00

43

b

FinancialInstitutions /Banks 0 - - 0.00 0.00

ABLE BLE

cCentral Govt/State Govt 0 - - 0.00 0.00

dVenture CapitalFunds 0 - - 0.00 0.00

eInsuranceCompanies 0 - - 0.00 0.00

f

ForeignInstitutionalInvestors 0 - - 0.00 0.00

gForeign VentureCapital Investor 0 - - 0.00 .

h Any Other 0 - - 0.00 0.00


a Bodies Corporate 7 9,15,100 419000 16.32 16.32

b Individuals - 0 - - 0 0i.IndividualShareholdersholding nominalshare capitaluptoRs. 1 lacs 2096 16,54,000 - 29.50 29.50ii. IndividualShareholdersholding nominalshare capital inexcess of Rs. 1 lacs 11 10,38,700 - 18.52 18.52

c Any other (NRI) 0 - - 0.00 0.00

Sub- Total (B) (2) 2114 36,07,800 419000 64.34 64.34TOTAL (PublicShareholding (B) =(B)(1)+(B)(2) 2114 36,07,800 419000 64.34 64.34

TOTAL (A+B) 2114 5607300 2020500 100.00 100.00

C

Shares held byCustodians andagainst whichDepositoryReceipts have beenissued 0 - - 0.00 0.00

GRAND TOTAL(A+B+C) 2123 56,07,300 2020500 100.00 100.00

44

(I)(b)

Statement showing holding of securities (including shares, warrants, convertiblesecurities) of persons belonging to thecategory “Promoter and Promoter Group” ason30.09.2014

Sr.No.



Encumbered shares (*) Details ofwarrants


TotalShares(includi

ngunderly

ingsharesassuming full

conversion of

warrants and

convertible

securities) as a% of

dilutedshare

capital

Numberof shares

held

As a %of

grandtotal(A)

+(B) +(C )

No. As apercent

age

As a %of

grandtotal

(A)+(B)+(C) of

sub-clause(I)(a )

Number of

warrants

held

As a %total

numberof

warrants

of thesameclass

Number of

convertible

securities

held

As a %total

numberof

convertible

securities

of thesameclass

(I) (II) (III) (IV) (V)(VI)=(V

)/(III)*100

(VII) (VIII) (IX) (X) (XI)

1Akhai Ram Patel

55000 0.98 0 0 0 0 0 0 0 0.98

2Khemji Patel

42000 0.75 0 0 0 0 0 0 0 075

3Govind Patel 40000

0.71 0 0 0 0 0 0 00.71

4MansukhLal Patel 208000

3.71 0 0 0 0 0 0 03.71

5Dhirendra Patel 1000

0.02 0 0 0 0 0 0 00.02

6 MonolinkTrexim PvtLtd. 134000

2.39 0 0 0 0 0 0 02.39

7 AKAI Securities PvtLtd. 181000

3.23 0 0 0 0 0 0 03.23

8 AAR VEE IndustriesLtd. 197000

3.51 0 0 0 0 0 0 03.51


20.36 0 0 0 0 0 0 020.36

TOTAL 1999500 35.66 0 0 00

00 0 35.66

45


Sr. No. Name of theshareholder

Numberof

sharesheld

Sharesas a

percentage oftotal

numberof shares

{i.e.,GrandTotal

(A)+(B)+(C)

indicated in


above}


Totalshares


assumingfull

conversion of

warrantsand

convertible


capital


As a %totalnumber ofwarrantsofthe sameclass


% w.r.ttotalnumber ofconvertiblesecurities ofthe sameclass

1 Shwetang Shah 557500 9.94 0 0 0 0 9.94


3KamleshKumar KLalwani 281100 5.01 0 0 0 0 5.01TOTAL 1674300 29.86 0 0 0 0 29.86

46


Sr.No.



them

Numberof shares


oftotal

number ofshares

{i.e., GrandTotal

(A)+(B)+(C)indicated inStatement

at para(I)(a)

above}


Totalshares

(including

underlying

sharesassumin

g fullconversi

on ofwarrant

s andconverti

blesecurities) as a% of

dilutedshare

capital

Numberof

warrants

As a %total

numberof


Numberof

convertible

securities

held

% w.r.ttotal

number ofconvertibl

esecurities

of thesameclass

1 Shwetang Shah 557500 9.94 0 0 0 0 9.94



TOTAL 1674300 29.86 0 0 0 0 29.86

(I)(c)(iii) Statement showing details of Locked in Shares as on 30.09.2014

Sr. No. Name of the ShareholderNo ofshares

Shares as a % of Total No ofshares (i.e. Grand Total(A)+(B)+(C) indicated instatement at para (I)(a) above)

NIL Nil Nil

TOTAL NIL NIL

47

(II)(a)Statement showing details of Depository Receipts (DRs) as on 30.09.2014

Sr.No.





NIL NIL NIL

TOTAL NIL NIL NIL

(II)(b)Statement showing details of Depository Receipts (DRs), where underlyingshares held by "promoter/promoter group" are in excess of 1% of the totalnumber of shares as on 30.09.2014




outstanding DRs


NIL NILTOTAL NIL NIL

On 15th December, 2014 the Company has forfeited 15,16,600 Equity Shares.

48

The Shareholding Pattern of the Company after the forfeiture of Shares is asunder :

Partly paid-up shares:-No. of partlypaid-up shares

As a % of totalno. of partlypaid-up shares



Total 0 0 0.00



As a % of totalno. ofoutstandingconvertiblesecurities



Total 0 0 0

Warrants:- No. of warrants




Total 0 0 0


4,09,07,000/-

49



No ofShareholders

Total Noof Shares


Total shareholdingas a % of total Noof shares

Shares Pledgedor otherwiseencumbered

As a %of (A+B)

As a %of(A+B+C)

NumberofShares

As a %

(A)Shareholding of Promoter& Promoter Group

1 Indian:

a Individuals/ HUF 1 1141500 1141500 27.9047 27.9047 Nil Nil

b Central Govt/ State Govt 0 - 0.00 0.00Nil Nil

c Bodies Corporate 3 512000 1,97,000 12.52 12.52 Nil Nil

dFinancial Institutions /Banks 0 - 0.00 0.00

Nil Nil

eAny Other (Directors andtheir relatives) 7 345000 263000 8.4338 8.4338

Nil Nil

Sub- Total (A) (1) 11 19,98,500 16,01,500 48.85 48.85Nil Nil

2 Foreign:

a

Individuals (Non-ResidentIndividuals/ ForeignIndividual 0 - - 0.00 0.00

Nil Nil

b Bodies Corporate 0 - - 0.00 0.00Nil Nil

c Institutions 0 - - 0.00 0.00Nil Nil

d Any other (Specify) 0 - - 0.00 0.00Nil Nil

Sub- Total (A) (2) 0 - - 0.00 0.00Nil Nil

TOTAL (Shareholding ofPromoter & Promoter Group(A) = (A)(1)+(A)(2) 11 19,98,500 16,01,500 48.85 48.85

Nil Nil

B Public Shareholding:1 Institutions:

a Mutual Funds/ UTI 0 - - 0.00 0.00NOT

APPLICABLE

NOTAPPLICABL

EbFinancial Institutions /Banks 0 - - 0.00 0.00

c Central Govt/ State Govt 0 - - 0.00 0.00

50

d Venture Capital Funds 0 - - 0.00 0.00e Insurance Companies 0 - - 0.00 0.00

fForeign InstitutionalInvestors 0 - - 0.00 0.00

gForeign Venture CapitalInvestor 0 - - 0.00 .

h Any Other 0 - - 0.00 0.00


a Bodies Corporate 1 8,35,700 8,35,700 20.43 20.43

b Individuals - 0 0 0 0 0

i.Individual Shareholdersholding nominal sharecapital uptoRs. 1 lacs 543 3,50,400 0 8.57 8.57

ii. Individual Shareholdersholding nominal sharecapital in excess of Rs. 1 lacs 5 9,06,100 281100 22.15 22.15

c Any other (NRI) 0 - - 0.00 0.00


TOTAL (A+B) 560 4090700 2718300 100.00 100.00

C

Shares held by Custodiansand against whichDepository Receipts havebeen issued 0 - - 0.00 0.00

GRAND TOTAL (A+B+C) 560 40,90,700 2718300 100.00 100.00

51

(I)(b)

Statement showing holding of securities (including shares, warrants, convertible securities)of persons belonging to thecategory “Promoter and Promoter Group” as on 17.12.2014

Sr.No.



Encumbered shares(*)

Details ofwarrants


TotalShares


assumingfull

conversion of

warrantsand

convertible


capital

Numberof shares

held

As a % ofgrandtotal

(A) +(B)+( C )

No. As a%

As a %of

grandtotal

(A)+(B)+(C) of

sub-clause(I)(a )

Number of

warrants

held

As a %total

numberof

warrants

of thesameclass

Number ofconvertiblesecuri

tiesheld

As a%

totalnumber ofconvertiblesecuri

tiesof thesameclass

(I) (II) (III) (IV) (V)(VI)

=(V)/(III)

*100(VII) (VIII) (IX) (X) (XI)

1 Akhai Ram Patel 55000 1.34 0 0 0 0 0 0 0 1.34

2 Khemji Patel 42000 1.03 0 0 0 0 0 0 0 1.03

3 Govind Patel 40000 0.98 0 0 0 0 0 0 0 0.98

4 MansukhLal Patel 208000 5.08 0 0 0 0 0 0 0 5.08

5 MonolinkTreximPvt Ltd. 134000

3.28 0 0 0 0 0 0 0 3.28

6 AKAI SecuritiesPvt Ltd. 181000

4.42 0 0 0 0 0 0 0 4.42

7 AAR VEEIndustries Ltd. 197000

4.82 0 0 0 0 0 0 0 4.82

52


27.90 0 0 0 0 0 0 0 27.90

TOTAL 1998500 48.85 0 0 00

00 0

48.85

( I ) ( c ) ( i ) Statement showing shareholding of person belonging to the category “Public” and holding morethan 1% of the total number of shares.


Numberof

sharesheld

Sharesas a

percentage oftotal

numberof shares

{i.e.,GrandTotal

(A)+(B)+(C)

indicated in


above}


Totalshares


assumingfull

conversion of

warrantsand

convertible


capital


As a %totalnumber ofwarrantsofthe sameclass


% w.r.ttotalnumber ofconvertiblesecurities ofthe sameclass

1 Shwetang Shah 557500 13.65 0 0 0 0 13.65


3KamleshKumar KLalwani 281100 6.87 0 0 0 0 6.87TOTAL 1674300 40.93 0 0 0 0 40.93


Sr.No.



them

Numberof shares


oftotal

number ofshares{i.e.,

GrandTotal

(A)+(B)+(


Total shares(includingunderlying

sharesassuming fullconversion of

warrantsand

convertiblesecurities) as

53

C)indicated

inStatement

at para(I)(a)

above}

Number of

warrants

As a %total

numberof


Numberof

convertible

securities

held

% w.r.ttotal

numberof

convertible

securities

of thesameclass

a% of dilutedshare capital

1 Shwetang Shah 557500 13.63 0 0 0 0 13.63

2 Shivarjan Chemicals Pvt. Ltd. 835700 20.43 0 0 0 0 20.43

3 Kamleshkumar K Lalwani 281100 6.87 0 0 0 0 6.87TOTAL

1674300 40.93 0 0 0 0 40.93

(I)(d) Statement showing details of Locked in Shares as on 17.12.2014

Sr. No.Name of theShareholder Category

No ofshares


NIL Nil Nil

TOTAL NIL NIL

(II)(a) Statement showing details of Depository Receipts (DRs) as on 17.12.2014

Sr.No.





NIL NIL NILTOTAL NIL NIL NIL

54

(II)(b)Statement showing details of Depository Receipts (DRs), where underlyingshares held by "promoter/promoter group" are in excess of 1% of the totalnumber of shares.




outstanding DRs


1 NIL NIL NIL NIL

TOTAL NIL NIL NIL

(III)(a)Statement showing the voting pattern of shareholders, if more than oneclass of shares/securities is issued by the issuer

Sr. No. Category ofShareholder

Number of Votingrights held in eachclass of securities


outstanding DRs


ClassX

ClassY

ClassZ

As a % of (A+B) As a % of(A+B+c)

1 N.A. N.A. N.A. N.A. N.A. N.A. N.A.

55

The Shareholding Pattern of the Company as on 31.3.2015 is as under :




Partly paid-up shares:-No. of partlypaid-up shares

As a % of totalno. of partlypaid-up shares



Total 0 0 0.00



As a % of totalno. ofoutstandingconvertiblesecurities



Total 0 0 0

Warrants:- No. of warrants




Total 0 0 0


4,09,07,000/-

56



No ofShareholders

Total NoofShares


Total shareholdingas a % of total Noof shares

Shares Pledgedor otherwiseencumbered

As a %of (A+B)

As a %of(A+B+C)

NumberofShares

As a %

(A)Shareholding of Promoter& Promoter Group

1 Indian:

a Individuals/ HUF 1 1,141,500 1,141,500 27.90 27.90 Nil Nil

b Central Govt/ State Govt 0 - 0.00 0.00 Nil Nil

c Bodies Corporate 3 512000 197,000 12.52 12.52 Nil Nil

dFinancial Institutions /Banks 0 - 0.00 0.00 Nil Nil

e Any Other Trust

0 0 0 0 0 NilNil

Society0 0 0 0 0 Nil

Nil

Directors and theirrelatives 7

345,000 263,000 8.4338 8.4338Nil

Nil

Sub- Total (A) (1) 11 19,98,500 16,01,500 48.85 48.85 Nil Nil

2 Foreign:

a

Individuals (Non-ResidentIndividuals/ ForeignIndividual 0 0 0 0.00 0.00

Nil Nil

b Bodies Corporate 0 0 0 0.00 0.00 Nil Nilc Institutions 0 0 0 0.00 0.00 Nil Nild Any other (Specify) 0 0 0 0.00 0.00 Nil Nil

Sub- Total (A) (2) 0 0 0 0.00 0.00

Nil Nil

TOTAL (Shareholding ofPromoter & Promoter Group(A) = (A)(1)+(A)(2) 11 19,98,500 16,01,500 48.85 48.85

Nil Nil

B Public Shareholding:1 Institutions:a Mutual Funds/ UTI 0 0 0 0.00 0.00 NOT

APPLICNOTAPPLIb Financial Institutions / 0 0 0 0.00 0.00

57

Banks ABLE CABLEc Central Govt/ State Govt 0 0 0 0.00 0.00

d Venture Capital Funds 0 0 0 0.00 0.00e Insurance Companies 0 0 0 0.00 0.00

fForeign InstitutionalInvestors 0

0 00.00 0.00

gForeign Venture CapitalInvestor 0

0 00.00 .

h Any Other 0 0 0 0.00 0.00Sub- Total (B) (1) 0 0 0 0.00 0.00

2 Non- Institutions:a Bodies Corporate 1 8,35,700 8,35,700 20.43 20.43

b Individuals - 0 0 0 0 0

i.Individual Shareholdersholding nominal sharecapital uptoRs. 1 lacs 541 3,50,400 1000 8.57 8.57

ii. Individual Shareholdersholding nominal sharecapital in excess of Rs. 1 lacs 5 9,06,100 281100 22.1502 22.1502

c Any other (NRI) 0 0 0 0.00 0.00


TOTAL (A+B) 558 4090700 2719300 100.00 100.00

C

Shares held by Custodiansand against whichDepository Receipts havebeen issued 0 0 0 0.00 0.00

GRAND TOTAL (A+B+C) 558 40,90,700 2719300 100.00 100.00

58

(I)(b)

Statement showing holding of securities (including shares, warrants, convertiblesecurities) of persons belonging to thecategory “Promoter and Promoter Group” ason 31.3.2015

Sr.No.


Details of Shares held Encumbered shares (*) Details ofwarrants


Total Shares(includingunderlying

shares assumingfull conversion

of warrants andconvertible

securities) as a% of dilutedshare capital

Numberof shares

held

As a % ofgrandtotal

(A) +(B)+( C )

No. As a % As a %of

grandtotal

(A)+(B)+(C)

of sub-clause(I)(a )

Numberof

warrantsheld

As a%

totalnumber of

warrants

of thesameclass

Number of

convertible

securities

held

As a %total

numberof

convertible

securities

of thesameclass

(I) (II) (III) (IV) (V)(VI)

=(V)/(III)

*100(VII) (VIII) (IX) (X) (XI) (XII)

1 MansukhPatel (HUF) 1141500

27.9048 0 0 0 0 0 0 0 27.9048

2 MansukhLalPatel 208000

5.0847 0 0 0 0 0 0 0 5.0847

3 AAR VEEIndustries

Ltd. 197000

4.8158 0 0 0 0 0 0 0 4.8158

4 AKAISecuritiesPvt Ltd. 181000

4.4247 0 0 0 0 0 0 0 4.4247

5 MonolinkTrexim Pvt Ltd. 134000

3.2757 0 0 0 0 0 0 0 3.2757

6 Akhai RamPatel

55000 1.3445 0 0 0 0 0 0 0 1.3434

7 Khemji Patel 25000 0.6111 0 0 0 0 0 0 0 0.6111

59



Number ofshares held

Shares as apercentage oftotal numberof shares {i.e.,Grand Total(A)+(B)+(C)indicated inStatement atpara (I)(a)

above}




warrantsand

convertiblesecurities)as a % of

diluted sharecapital


As a %totalnumberofwarrants ofthesameclass


% w.r.ttotalnumber ofconvertiblesecuritiesofthe sameclass

1 Shwetang Shah 557500 13.6285 0 0 0 0 13.6285

2Shivarjan Chemicals

Pvt. Ltd. 835700 20.4293 0 0 0 0 20.4293

3KamleshKumar K

Lalwani 281100 6.8717 0 0 0 0 6.8717TOTAL 1674300 40.9294 0 0 0 0 40.9294

8 Govind Patel 25000 0.6111 0 0 0 0 0 0 0 0.6111

9 Khemji Patel 15000 0.3667 0 0 0 0 0 0 0 0.3667

10 Govind Patel 15000 0.3667 0 0 0 0 0 0 0 0.3667

11 Khemji Patel 2000 0.0489 0.0489

TOTAL 1998500 48.8547 0 0 00

00 0

48.8547

60


Sr.No.



them

Numberof shares

Shares as apercentage oftotal number

of shares{i.e., Grand

Total(A)+(B)+(C)indicated inStatement atpara (I)(a)above}




warrantsand

convertiblesecurities) as

a% of dilutedshare capital

Number of

warrants

As a %total

numberof


Numberof

convertible

securities

held

% w.r.ttotal

numberof

convertible

securities

of thesameclass

1 Shwetang Shah 557500 13.6285 0 0 0 0 13.6285

2Shivarjan ChemicalsPvt. Ltd. 835700 20.4293 0 0 0 0 20.4293


TOTAL 1674300 40.9294 0 0 0 0 40.9294

(I)(d) Statement showing details of Locked in Shares as on 31.03.2015

Sr. No.Name of theShareholder Category

No ofshares


NIL NIL Nil Nil

61

TOTAL NIL NIL NIL

(II)(a) Statement showing details of Depository Receipts (DRs) as on 31.03.2015Sr.No.





NIL NIL NILTOTAL NIL NIL NIL

(II)(b)Statement showing details of Depository Receipts (DRs), where underlyingshares held by "promoter/promoter group" are in excess of 1% of the totalnumber of shares.




outstanding DRs


1 NIL NIL NIL NIL

TOTAL NIL NIL NIL

(III)(a)Statement showing the voting pattern of shareholders, if more than oneclass of shares/securities is issued by the issuer

62

Sr. No. Category ofShareholder

Number of Votingrights held in eachclass of securities


outstanding DRs


ClassX

ClassY

ClassZ

As a % of (A+B) As a % of(A+B+c)

1 N.A. N.A. N.A. N.A. N.A. N.A. N.A.

63

The details of top 10 Shareholders as on date are as under :

Sr.No. NAME SHARE_HELD % Category

1 Akhai Ram Patel 55000 1.34 Promoter Group2 MansukhLal Patel 208000 5.08 Promoter Group3 MonolinkTreximPvt Ltd. 134000 3.28 Promoter Group4 Akai Securities Pvt Ltd. 181000 4.42 Promoter Group5 Aar Vee Industries Ltd. 197000 4.82 Promoter Group6 Shwetang Shah 557500 13.63 Public7 Mansukh Patel Huf 1141500 27.90 Promoter Group

8Shivarjan Chemicals PrivateLimited 835700 20.43 Public

9 KamleshkumarLalwani 281100 6.87 Public10 Rajanikant S Mehta Huf 35700 0.87 Public

Total 3626500 88.65

Disclosures :

4. As on date, we do not have any outstanding convertible instrument including warrant.

5. Statement showing dividends and cash bonuses paid during the last 10 years or such shorterperiod as the Company has been in existence: NIL

6. Our Company has not paid any dividends and given cash bonuses paid during the last 10years.

64

SECTION V : ABOUT THE COMPANY

OUR HISTORY AND CERTAIN CORPORATE MATTERS

The Company was incorporated as a Public Limited Company under the Companies Act, 1956 on 1st

March, 1993 as AVI Polymers Limited ( herein after referred to as “Company” or “the Company” )and obtained Certificate of Commencement of Business on 7th April, 1993 from the Registrar ofCompanies, Bihar. The Corporate Identification Number ( CIN ) of the Company isL27204JH1993PLC005233. The Registered Office of the Company is situated at At AmbicaCompound, Old H B Road, Ranchi -834 001 and Corporate Office is situated at : 103, NalandaComplex, Nr. Mansi Tower,Vastrapur, Ahmedabad-380054. The Company made an Initial PublicOffering of Shares in the year 1997. Pursuant to Intial Public Offer the Shares of the Company werelisted at Magadh Stock Exchange and Ahmedabad Stock Exchange.Presently majority of theCompany’s activities are carried out through its Corporate Office at Ahmedabad.

There has been no amalgamation or merger or reorganisation of Capital since incorporation of theCompany.

65

OUR MANAGEMENT :

The Company is managed by the Board of Directors. The details of the Directors are as under :

DirectorIdentification Number

Name andDate of Birth[ DOB ]

Present residentialaddress

Designation Date ofAppointment

Category PermanentAccountNumber

00162160 Mansukh Patel

DOB :2 4 /0 8 /1 9 7 2

E-94,TakshashilaAppartments, NearVisheshvarMahadev,Vastrapur, Ahmedabad,380015, Gujarat, India

Managingdirector

01/03/1993Non-Independentand Executive

ABEP P4 5 7 4 H

00977893 Dinesh Chauhan

DOB :1 0 /0 9 /1 9 7 6

6-B Shyamvihar Appt.,New ShyamViharChs.Ltd.,, Judges BunglowRoad, Bodakdev,Ahmedabad, 380059,Gujarat, India

Director 10/11/2007Independentand Non-Executive

AEPPC 8 2 8 9 J

02876054 GovindlalRamjiPatel

DOB :9 /0 3 /1 9 5 9

M. No. 17 Moh. SercularRoad, Ranchi, 834001,Jharkhand, India

Director 01/03/1993[ Ceased witheffect from 9th

March, 2015 ]

Promoter andNon- Executive

AC VPP0 7 3 9 L

03602814 MaulikPradipkumar Shah

DOB :0 2 /0 9 /1 9 7 8

A - 5, PrabhuBunglows,Near AdarshTenament,,Isanpur, Ahmedabad,382443, Gujarat, India

Director 19/11/2011Independentand Non-Executive

BEVP S1 7 2 5 Q

07116152 MonikaMukeshkumarShahDOB: 12/08/1991

10, Sumanglam FlatsSatyanarayanSoc,Ramnagar Sabarmati,Ahmedabad, 380005,Gujarat

AdditionalDirector

09/03/2015Professional –ExecutiveDirector

DAUPS6 5 9 0 A

During the last three years there was no change in the Directors of the Company except appointment ofMaulik Pradipkumar Shah and resignation of Mr. Roopal Nuwal on 19/11/2011. Further Mr. Govindlalamji Patel has ceased to be a Director on 9th March, 2015 and Ms. Monika Shah been appointed asadditional director with effect from 9th March, 2015.

During the last three years except for the appointment of Chief Financial Officer and Company Secretary,there was no change in the Key Managerial Personnel of the Company.

Mr. Mansukh Patel is a Director in AAR VEE INDUSTRIES LIMITED. Other than this Directors of theCompany do not hold any position as a Director in any other Company.

66

PROMOTERS :

Mr. Mansukh Patel and Mr. Govind Ramji Patel are the Promoters of the Company. ThePromoters have vast experience in the field of the textiles, accounts and administration of theCompany.

The Shares held by the Promoters are as under :

Sr. No. Name of the Promoter Number of Sharesheld

% of total Paid upCapital

1 Govind Patel 40000 0.982 MansukhLal Patel 208000 5.08

TOTAL 248000

67

CORPORATE GOVERNANCE REPORT

1. BRIEF STATEMENT OF COMPANY’S PHILOSOPHY ON CORPORATEGOVERNANCE:

The Company’s philosophy is to conduct its affairs in a manner which is transparent, Clear andevident to those dealing with or having a stake in the company namely shareholders, lenders,creditors and employees. The Company’s philosophy on corporate Governance is thus concernedwith the ethics and values of the Company and its Directors, who are expected to act in the bestinterest of the Company and remain accountable to share holders and other beneficiaries for theiraction.

The Company is committed to provide high quality product and services to its customers andstakeholders, because the company believes that its long-term survival is entirely dependent on goodcorporate governance.

2. COMPOSITION AND CATEGORY OF DIRECTORS

The Board of Directors consists of three independent and non executive directors andonce executive director. The composition and category of Directors is as follows:

Sr.No.

NAME OF THE DIRECTORS CATEGORY

1 Mr. Mansukh Patel Non- Independent and Executive2 Shri Maulik Pradipkumar Shah Independent and Non- Executive3 Shri Dinesh Chauhan Independent and Non- Executive4 Shri Govind Ramji Patel Promoter and Non- Executive (

upto 9th March, 2015 )5 Ms. Monika Shah Professional and Executive ( w.e.f.

9th March, 2015 )

3. AUDIT COMMITEE

The Board of Directors of the Company has constituted an audit committee pursuant to the provisions ofSection 177 of the Companies Act, 2013 and pursuant to Clause 49 of the Listing agreement to ensure fullcompliance will all the relevant provisions including Code of Corporate Governance.

68

The Audit Committee is comprising of 3 (three) members composed of Shri Dinesh Chauhan ( Chairman), Shri Mansukh Patel and Shri Maulik P. Shah and the Company Secretary acts as a Secretary of theCommittee. The members of the committee are having financial and accounting knowledge. Thecommittee carries out functions enumerated in the listing agreement and Section 177 of the CompaniesAct, 2013.

Pursuant to the provision of Section 177 of the Companies Act, 2013 and in accordance with the Clause49 of the Listing Agreement your Company has constituted an audit committee in accordance with theprovision of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The powerof the audit committee, terms of reference and role of the audit committee are in conformity with theprovision of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. . Themembers of the committee are having financial and accounting knowledge.

The role of the audit committee shall include the following:

i. Oversight of the company’s financial reporting process and the disclosure of its financial informationto ensure that the financial statement is correct, sufficient and credible.

ii. Recommending the appointment and removal of external auditor, fixation of audit fee and alsoapproval for payment for any other services.

iii. Reviewing with management the annual financial statements before submission to the board,focusing primarily on;§ Any changes in accounting policies and practices.§ Major accounting entries based on exercise of judgment by management.§ Qualifications in draft audit report.§ Significant adjustments arising out of audit.§ The going concern assumption.§ Compliance with accounting standards.§ Compliance with stock exchange and legal requirements concerning financial statements§ Any related party transactions i.e. transactions of the company of material nature, with promoters orthe management, their subsidiaries or relatives etc. that may have potential conflict with the interests ofcompany at large.

iv. Reviewing with the management, external and internal auditors, and the adequacy of internal controlsystems.

v. Reviewing the adequacy of internal audit function, including the structure of the internal auditdepartment, staffing and seniority of the official heading the department, reporting structure coverageand frequency of internal audit.

vi. Reviewing with the management the statement of uses / application of funds raised through an issue( public issue, rights issue, preferential issue ) etc the statement of funds utilized for purpose other thanthose stated in prospectus / offer document / notice and the report submitted by monitoring agency

69

monitoring the utilization of proceeds of a public or rights issue and making appropriaterecommendations to the Board to take up the steps in the matter.

vii. Discussion with internal auditors any significant findings and follow up there on.

viii. Reviewing the findings of any internal investigations by the internal auditors into matterswhere there is suspected fraud or irregularity or a failure of internal control systems of a material natureand reporting the matter to the board.

ix. Discussion with external auditors before the audit commences nature and scope of audit as well ashave post-audit discussion to ascertain any area of concern.

x. Reviewing the company’s financial and risk management policies.

xi. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,shareholders (in case of non payment of declared dividends) and creditors.

4. REMUNERATION COMMITTEE:

The Board has set up a remuneration committee for the Company which decides the remunerationof Directors and senior management officers of the Company. All the members of remunerationcommittee are Non-Executive Directors. The committee consists of the following Directors:

During the last five years, no sitting fees is paid to any Director. Further no remuneration ispaid to any Director.

5. SHAREHOLDER’S / INVESTORS GRIEVANCE COMMITTEE :

The shareholder’s / Investors Grievance Committee comprises of following:

Sr. No. NAME OF THE DIRECTORS CATEGORY1 Shri Dinesh Chauhan Chairman2 ShriMansukh Patel Member3 ShriGovindRamji Patel Member ( upto 9th March, 2015 )

Sr. No. Name of the Directors

1 Mr. Dinesh Chauhan Chairman2 Mr. Maulik P. Shah Member3 Mr. Govind R. Patel Member ( upto 9th March, 2015 )4 Ms. Monika Shah Member ( w.e.f. 9th March, 2015 )

70

4 Ms. Monika Shah Member ( w.e.f. 9th March, 2015 )

The Company Secretary acts as a Secretary to the Committee.The Committee supervises the mechanism for redressal of investor grievances and ensurescordial relations. The Committee monitors and approves transfers, transmission, split andconsolidation of share certificates. It also replies to investor’s complaints, queries and requestsrelating to transfers of shares, non-receipt of Annual Reports, etc. The Committee sorts out allcomplaints/ queries received from shareholders/ investors. All requests for dematerialization ofshares are processed and the confirmation is given to the depositories within 15 days.Grievance received from members and other miscellaneous correspondence is processed by theRegistrar.

6. Board Procedures

The board of directors meets regularly as per the requirement of the business. The Companyconfirms that all material information is placed before to the Board of Directors. Also, theReport of Corporate Governance certifies that the requirement of Board procedures have beencomplied as per Clause 49 of the Listing Agreement entered into with Stock Exchanges.

7. Management

The Management Discussion and Analysis report forms part of the annual report to theshareholders.

8. Shareholders

The Company has declared the Quarterly results within the schedule and the same have beenreported to the Stock Exchanges as per the Listing Agreement. The Un-audited quarterlyresults were declared and published in the national dailies and local newspapers as per Clause41 of the Listing Agreement.

Group Companies

The Company does not have any Group Companies.

Subsidiary Companies:

The Company does not have any subsidiary.

71

Management Discussion and Analysis :

Textile Industry :

India is the world's second largest producer of textiles and garments. Abundant availability of rawmaterials such as cotton, wool, silk and jute and skilled workforce have made India a sourcing hub.The size of Indian textile and apparel market stood at US$ 89 billion in 2011 and is expected to touchUS$ 221 billion by 2020. The industry is set for strong growth, buoyed by both strong domesticconsumption as well as export demand. The organised apparel segment is expected to grow at aCAGR of more than 13 per cent over a 10-year period creating enormous opportunities. Apparelconstitute a large share in the overall sector, accounting for 69 per cent in 2012 while textilecontributed 31 per cent to the total market share. The total exports of textile and apparel sector fromIndia grew to US$ 33.3 billion in FY12 from US$ 17.6 billion in FY06, implying a compounded annualgrowth rate (CAGR) of 11.2 per cent. The exports are expected to increase further to US$ 82 billion by2021.h rate (CAGR) of 11.2 per cent. The exports are expected to increase further to US$ 82 billion by2021.

Market Size :

The industry is expected to touch US$ 220 billion by 2020, according to estimates by Alok IndustriesLtd. Also, India has the capacity to improve its textile and apparel share in the world trade from thecurrent 4.5 per cent to 8 per cent and reach US$ 80 billion by 2020. Garment exports from India grewby 19 per in the period July 2012–July 2013 to touch US$ 1.27 billion, on the back of increasingdemand in developed economies such as the US, according to data released by the Apparel ExportPromotion Council (AEPC). India has the advantage of abundant resources of raw materials. It is oneof the largest producers of cotton yarn in the world and there are good resources of fibres such aspolyester, silk, viscose, etc. The country is also home to a wide range of cotton fibre and has a rapidlydeveloping synthetic fibre industry. The most significant change in the Indian textile industry hasbeen the advent of man-made fibres (MMF). India’s innovative range of MMF textiles finds presencein almost all the countries across the globe. MMF production recorded an increase of 7 per cent in themonth of August 2013 and grew by 4 per cent during April–August 2013.

Business and Marketing Strategy :

The company has an established market in key segments of India and is servicing various marketsegments. Trained staffs of marketing personal shall be employed to ensure order procurement,delivery and realization. .

72

Future Prospects :

The textile industry is one of the most important industries of the Indian economy and it is the secondlargest provider of employment after agriculture. It has witnessed phenomenal growth in recent yearsand attracted fair amount of foreign direct investment (FDI). The textile and apparel industry in Indiais estimated to be about US$ 36 billion. It is the largest foreign exchange earner, contributing toapproximately 15% of India’s exports and 14% of industrial output. India’s solid performance andgrowth in textile sector is fuelled by several key advantages that the country enjoys in terms ofabundant availability of raw material and cheap labour, large domestic market, presence ofsupportive industries and supportive policy initiatives by the government.

The textile industry is India is highly fragmented. It is vertically integrated across the whole valuechain and interconnected with various operations. The organised sector consists of spinning mills andcomposite mills. The unorganised sector consists of handlooms, power looms and handicrafts. Themajor sub segments of the textile industry are cotton, blended, silk, wool and manmade. The majorproducts in which Indian textile industry deals is readymade garments, suiting and shirting, shirtsand trousers, fabrics, bed linen and embroidery work.

Exports have been the major growth driver of the Indian textile industry in the recent years. Theexport market has grown enormously specially after the removal of quotas under Multi FibreAgreement (MFA). India’s textile exports have registered a growth of 7.7% in 2006-07 compared to theprevious year.

Opportunities

• Abundant raw material• Low cost skilled labour• Presence across the value chain• Growing domestic market• Strong backward integration• Third largest cotton producer as well a the largest area under cultivation• Increasing presence across entire value chain• Cheap and skilled manpower• Sharp reduction in borrowing costs• Recent government efforts to promote the industry.

73

Threats

• Fragmented industry• Effect of historical govt policies• Lower productivity and cost competitiveness• Tech obsolescence. Quality is not consistent• Low level of training.• The export-import policy of India changes too frequently due to which it becomes verydifficultfor importers to import goods.• Delay in delivering the goods at the right time.• Lack of economies of scale and advance processing capabilities.

Performance of the Company :

During the year company has reported total income of Rs. 3.24 crores as against totalincome of Rs. 0.96 crores in the previous year, Net Profit of the Company during theCurrent year stands at Rs. 59,831/- as against profit of Rs. 53,374/- in the previous year.

Internal Control Systems and their adequacy :

The Company maintains adequate internal control systems, which provides, among other things,reasonable assurance of recording the transactions of its operations in all material respects and ofproviding protection against significant misuse or loss of company’s assets.

Internal Controls are adequately supported by internal audit and periodical review of by themanagement. The audit committee meets periodically to review with the management and statutoryauditors, financial statements. The Audit Committee also meets with the internal auditors to reviewadequacy /scope of internal audit function, significant findings and follow up thereon and finding ofabnormal nature.

Human Relations :

Relations with the employees of the Company at various levels remained harmonial during the yearunder the review. The Company is making its best efforts to retain and attract talented employees.During the year under the review, the Company has complied with all legislative provisions of labourlaws.

74

Cautionary Statement :

Statement and expectation expressed in this document may be “forward looking statement” withinthe meaning of applicable securities laws and regulations. Actual result could differ materially fromthose expressed or implied. Important factors that could make a difference to the Company’soperations include economic conditions affecting demand/supply and price conditions in thedomestic and international markets in which the company operates, changes in the governmentregulation, tax laws and other statues and other incidental factors.

The Company assumes no responsibility in respect of the forward looking statementsherein, which may undergo changes in future on the basis of subsequent developments,information or events.

75

Section VI :Financial Information :

The Results for the period ended on 31st March, 2015 is as under :

STATEMENT OF AUDITED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED ON 31ST

MARCH, 2015(Rs. In lakhs)

Sr.no

Particulars For theQuarterended31/03/2015

For theQuarterended31/03/2014


For Yearended31/03/2015

Previousyear ended31/03/2014

(Audited) (Un-Audited)

(Audited) (Audited) (Audited)

1 Income from operations:(a) Net Sales/ Income fromOperation (Net of excise duty)

117.08 131.77 41.30 321.04 84.14

(b) Other operating Income 0.00 0.00 0.00 0.00 10.81

Total income from operation(net)

117.08 131.77 41.30 321.04 94.95

2 Expenses:

(a) Cost of material consumed 0.00 0.00 0.00 0.00 0.00

(b) Purchase of stock-in-trade 102.92 124.40 28.05 299.35 62.54

(c) Changes in inventories offinished goods,work-in-progress

and stock-in-trade

4.05 0.00 (0.49) 0.49 1.76

(d) Employee benefits expense 2.15 3.01 7.50 7.83 25.86

(e) Depreciation andamortization expense

0.09 0.005 0.01 0.10 0.02

(f) Others Exp. 6.68 7.88 0.37 16.07 5.76

76

Total expenses 115.89 135.30 35.44 323.84 95.77

3 Profit/(Loss) from Operationsbefore other income, financecost and exceptional items (1-2)

1.20 (3.53) 5.86 (2.80) (0.82)

4 Other income 1.06 0.15 0.01 3.45 1.35

5 Profit/(Loss) from ordinaryactivities before finance costand exceptional items (3-4)

2.26 (3.38) 5.88 0.65 0.53

6 Finance costs 0.05 0.00 0.00 0.05 0.00

7 Profit/(Loss) from ordinaryactivities after finance costbut before exceptional items (5-6)

2.21 (3.38) 5.88 0.60 0.53

8 Exceptional items 0.00 0.00 0.00 0.00 0.00

9 Profit/(Loss) from ordinaryactivities before tax(7-8)

2.21 (3.38) 5.88 0.60 0.53

10 Tax expense 0.00 0.00 0.00 0.00 0.00

11 Net Profit/(Loss) from ordinaryactivities after tax (9-10)

2.21 (3.38) 5.88 0.60 0.53

12 Extraordinary items (net of taxexpense)

0.00 0.00 0.00 0.00 0.00

13 Net Profit /Loss for the period(11-12)

2.21 (3.38) 5.88 0.60 0.53

14 share of profit/(loss) ofassociates

0.00 0.00 0.00 0.00 0.00

15 Minority interest 0.00 0.00 0.00 0.00 0.00

16 Profit/(Loss) after taxes,minority interest and share ofprofit/(loss) of associates(13-14-

2.21 (3.38) 5.88 0.60 0.53

77

15)

17 Paid-up Equity Sharecapital(Re.10/- per share)

409.07 409.07 381.38 409.07 381.83

18 Reserve excluding RevaluationReserves as per balancesheet ofprevious accounting year

(119.93) (119.93)

19.i Earnings Per Share(EPS)a). Basic and diluted EPSbefore Extraordinary items forthe period,for the year to dateand for the previous year (notto be annualized)

0.05 (0.08) 0.10 0.01 0.01

19.ii

Earnings Per Share(EPS)b). Basic and diluted EPS afterExtraordinary items for theperiod,for the year to date andfor the previous year (not to beannualized)

0.05 (0.08) 0.10 0.01 0.01

A PARTICULARS OFSHAREHOLDING

1 Public Shareholding

a) No. of Shares 2092200 2092200 3607800 2092200 3607800

b) Percentage of Shareholding 51.15 51.15 64.34 51.15 64.34

2 Promoters and promoter GroupShareholding

(a) Pledge/Encumbered -No. ofshares

0.00 0.00 0.00 0.00 0.00

Percentage of Shares(as a % of the total Shareholdingof promoter and Promotergroup)

0.00 0.00 0.00 0.00 0.00

Percentage of Shares(as a % ofthe total share capital of thecompany

0.00 0.00 0.00 0.00 0.00

78

(b) Non-Encumbered Numberof shares

1998500 1998500 1999500 1998500 1999500

Percentage of shares(as a % ofthe total share holding ofpromoter and promoter group)

100 100 100 100 100

Percentage of shares (as a % ofthe total share capital of thecompany)

48.85 48.85 35.66 48.85 35.66

PARTICULARS 31/03/2015

B INVESTOR COMPLAINTSPending at the beginning of the quarter NIL

Received during the quarter NIL

Disposed of during the quarter NIL

Remaining unresolved at the end of the quarter NIL

Notes.1 The aforesaid financial results have been reviewed & approved by the Audit Committee and taken onrecord by the Board of Directors in their meeting held on 29th day of May, 20152 The company has only one segment of activity3 Provision for tax will be made at the time of Audited Result4 The Board of Directors in the meeting held on 15th December, 2014 approved forfeiture of 1516600partly paid up equity shares that remaind unpaid upto 10.12.2014, the last date to pay the calls as decidedby Board of Director.The fully paid up equity shares of the company after such forfeiture are 4090700shares.5 The figures for the previous quarter/year have been regrouped/rearranged wherever necessary.6 Results for quarter ended 31st March 2015 are balancing figures between the audited figures for theyear ended March 31st, 2015 and correspondingpublished year to date figures upto 3rd Quarter endedDecember 31, 2014.

For, AVI Polymers LimitedDate : 29/5/2015Place : Ahmedabad Sd/-

Managing DirectorMansukh PatelDIN : 00162160

79

AVI POLYMERS LIMITEDBALANCE SHEET AS AT 31ST MARCH, 2015

Particular As at31/03/2015

As at31/03/2014

I. EQUITY AND LIABILITES(1) Shareholder’s Funds

(a) Share Capital 44,751,750 38,137,500(b) Reserves and Surplus (11,933,255) (11,993,086)

(c)Money received against sharewarrants 0 0Sub-total-shareholder’s funds 32,818,495 26,144,414(2) Share application moneypending allotment 0 0(3) Non-Current Liabilities(a) Long-term borrowings 0 0(b) Deferred tax liabilities (Net) 0 0(c) Other Long term liabilities 0 0(d) Long term provisions 0 0Sub-total-non-current liabilities 0 0(4) Current Liabilities(a) Short-term borrowings 0 0(b)Trade payables 930,037 16,854(c) Other Current Liabilities 4,923 2,250(d) Short term provisions 0 0Sub-total current liabilities 934,960 19,104Total 33,753,455 26,163,518

II Assets(1) Non-Current assets(a) Fixed assets 3,668 13,731(b) Non-Current Investments 11,000,000 11,764,000(c) Deferred tax assets (Net) 0 0(d) Long term loans and advances 2,371,879 645,820(e) Other non-current assets 0 0Sub-total-Non-current assets 13,375,547 12,423,551(2) Current assets(a) Current investments 0 0(b) Investors 0 49,070(c) Trade receivables 14,779,683 10,285,730(d) Cash and Bank Balances 1,004,437 3380367(e) Short-term loans and advances 3,994,015 0

80

(f) Other current assets 599,773 24,800Sub-total-current assets 20,377,908 13,739,967

Total 33,753,455 26,163,518

For, AVI Polymers Limited

Date : 29/5/2015Sd/-

Place : AhmedabadManaging Director

Mansukh PatelDIN : 00162160

81

Financial Information:

The Results for the period ended on 31st December, 2014 is as under :STATEMENT OF UN-AUDITED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED ON 31ST DECEMBER, 2014(Rs. In lakhs)

Sr.no

Particulars(PART-I) For theQuarter ended31/12/2014

For the Quarterended30/09/2014


Year to datePeriod ended31/12/2014

Year to datePeriod ended31/12/2013

Previous Yearended31/03/2014

(Un-audited) (Un-audited) (un-audited) Un-audited) (Un-audited) (Audited)1 Income from operations:

(a) Net Sales/ Income fromOperation (Net of exciseduty)

131.77 72.18 0.00 203.95 42.84 84.14

(b) Other operating Income 0.00 0.00 0.00 2.24 10.81 10.81


131.77 72.18 0.00 206.19 53.65 94.95

2 Expenses:

(a) Cost of material consumed 0.00 0.00 0.00 0.00 0.00 0.00

(b) Purchase of stock-in-trade 124.40 72.02 0.00 196.42 34.49 62.54

(c) Changes in inventories offinished goods, work-in-progress and stock-in-trade

0.00 (3.55) 0.00 (3.55) 2.25 1.76

(d) Employee benefits expense 3.01 1.21 6.74 5.82 17.61 25.68


0.005 0.005 0.01 0.01 0.02 0.02

(f) Others Exp. 7.88 0.82 0.74 9.26 5.77 5.76

Total expenses 135.30 70.50 7.48 207.96 60.15 95.77

3 Profit/(Loss) fromOperations before otherincome, financecost and exceptional items (1-2)

(3.53) 1.68 (7.48) (1.77) (6.50) (0.82)

4 Other income 0.15 0.01 0.01 0.25 1.34 1.35

5 Profit/(Loss) from ordinaryactivities before finance costand exceptional items (3-4)

(3.38) 1.70 (7.47) (1.52) (5.16) 0.53

82

6 Finance costs 0.00 0.00 0.00 0.00 0.04 0.00

7 Profit/(Loss) from ordinaryactivities after finance costbut before exceptional items(5-6)

(3.38) 1.70 (7.47) (1.52) (5.20) 0.53

8 Exceptional items 0.00 0.00 0.00 0.00 0.00 0.009 Profit/(Loss) from ordinary

activities before tax(7-8)(3.38) 1.70 (7.47) (1.52) (5.20) 0.53

10 Tax expense 0.00 0.00 0.00 0.00 0.00 0.0011 Net Profit/(Loss) from

ordinary activities after tax (9-10)

(3.38) 1.70 (7.47) (1.52) (5.20) 0.53


0.00 0.00 0.00 0.00 0.00 0.00

13 Net Profit /Loss for theperiod (11-12)

(3.38) 1.70 (7.47) (1.52) (5.20) 0.53


0.00 0.00 0.00 0.00 0.00 0.00

15 Minority interest 0.00 0.00 0.00 0.00 0.00 0.0016 Profit/(Loss) after taxes,

minority interest and share ofprofit/(loss) of associates(13-14-15)

(3.38) 1.70 (7.47) (1.52) (5.20) 0.53

17 Paid-up Equity Share capital(Re.10/- per share)

409.07 412.55 380.48 409.07 380.48 381.38

18 Reserve excluding RevaluationReserves as per balancesheet ofprevious accounting year

(119.93)

19.i Earnings Per Share(EPS)a). Basic and diluted EPSbefore Extraordinary items forthe period, for the year to dateand for the previous year (notto be annualized)

(0.08) 0.030 (0.13) (0.037) (0.093) 0.01

19.ii

Earnings Per Share(EPS)b). Basic and diluted EPS afterExtraordinary items for theperiod,for the year to date andfor the previous year (not tobe annualized)

(0.08) 0.030 (0.13) (0.037) (0.093) 0.01

A PARTICULARS OFSHAREHOLDING(PARTII )

1 Public Shareholdinga) No. of Shares 2092200 3607800 3607800 2092200 3607800 3607800b) Percentage of Shareholding 51.15 64.34 64.34 51.15 64.34 64.34

2 Promoters and promoterGroup Shareholding

83

(a) Pledge/Encumbered -No.of shares

0.00 0.00 0.00 0.00 0.00 0.00

Percentage of Shares(as a % of the totalShareholding of promoter andPromoter group)

0.00 0.00 0.00 0.00 0.00 0.00

Percentage of Shares(as a % ofthe total share capital of thecompany

0.00 0.00 0.00 0.00 0.00 0.00

(b) Non-EncumberedNumber of shares

1998500 1999500 1999500 1998500 1999500 1999500

Percentage of shares(as a % ofthe total share holding ofpromoter and promotergroup)

100.00 100.00 100.00 100.00 100.00 100.00

Percentage of shares (as a %of the total share capital of thecompany)

48.85 35.66 35.66 48.85 35.66 35.66

PARTICULARS 31/12/2014

B INVESTOR COMPLAINTSPending at the beginning of the quarter NIL

Received during the quarter NILDisposed of during the quarter NILRemaining unresolved at the end of the quarter NIL

Notes.

1 The aforesaid financial results have been reviewed & approved by the Audit Committee and taken onrecord by the Board of Directors in their meeting held on 10th day of February, 2015. The auditors havecarried out the limited review of the above financial result.

2 The company has only one segment of activity

3 Provision for tax will be made at the time of Audited Result

4 The figures for the previous quarter/year have been regrouped/rearranged wherever necessary.

5 As per the notification of MCA issued on 29th August, 2014, MCA has provided an option to all theCompanies for continue to change depreciation as per schedule XIV of the Companies Act, 1956.

6 The Board of Directors in the meeting held on 15th December, 2014 approved Forfeiture of 1516600partly paid up equity shares that remained unpaid upto 10.12.2014. the last date to pay the calls asdecided by the Board of Director. The fully paid up equity shares of the company after such forfeiture are4090700 shares.

For, AVI Polymers Limited

84

Place : AhmedabadDate: 10.02.2015 Managing Director

Mansukh Patel[ DIN : 00162160 ]

The Unaudited quarterly Results prepared in accordance with the Clause 41 of the Listing agreementfor the quarter ended on 30th September, 2014 is as under :

(Rs. In Lacs)Sr.no Particular For the

Quarterended

30/09/2014

(un-audited)

For theQuarterended

30/06/2014(un-

audited)

For theQuarterended

30/09/2013(un-

audited)

For year to date

30/09/2014 30/09/2013(un-audited)

Previousyear

ended31/03/2014

(Audited)

Periodended

Yearended

1 Income from operations:(a) Net Sales/ Income from

Operation (Net of excise duty)72.18 0.00 0.00 72.18 44.17 84.14

(b) Other operating Income 0.00 0.00 10.81 0.00 10.81 10.81


72.18 0.00 10.81 72.18 54.99 94.95

2 Expenses:

(a) Cost of material consumed 0.00 0.00 0.00 0.00 0.00 0.00

(b) Purchase of stock-in-trade 72.02 0.00 0.00 72.02 34.50 62.54

(c) Changes in inventories offinished goods,work-in-

progressand stock-in-trade

(3.55) 0.00 0.00 (3.55) 2.25 1.76

(d) Employee benefitsexpense

1.21 1.46 7.49 7.49 10.88 25.68


0.005 0.005 0.01 0.01 0.01 0.02

(f) Others Exp. 0.82 0.69 2.20 1.52 5.07 5.76

Total expenses 70.50 2.15 9.69 77.48 52.71 95.77

85

3 Profit/(Loss) fromOperations before other

income, financecost and exceptional items

(1-2)

1.68 (2.15) 1.12 (5.30) 2.27 (0.82)

4 Other income 0.01 2.24 0.00 2.25 0.00 1.35

5 Profit/(Loss) from ordinaryactivities before finance

costand exceptional items (3-4)

1.70 0.082 1.12 -3.05 2.27 0.53

6 Finance costs 0.00 0.00 0.00 0.00 0.00 0.00

7 Profit/(Loss) from ordinaryactivities after finance cost

but before exceptional items(5-6)

1.70 0.082 1.12 (3.05) 2.27 0.53

8 Exceptional items 0.00 0.00 0.00 0.00 0.00 0.00

9 Profit/(Loss) from ordinaryactivities before tax(7-8)

1.70 0.082 1.12 (3.05) 2.27 0.53

10 Tax expense 0.00 0.00 0.00 0.00 0.00 0.00

11 Net Profit/(Loss) fromordinary activities after tax

(9-10)

1.70 0.082 1.12 (3.05) 2.27 0.53


0.00 0.00 0.00 0.00 0.00 0.00

13 Net Profit /Loss for theperiod (11-12)

1.70 0.082 1.12 (3.05) 2.27 0.53


0.00 0.00 0.00 0.00 0.00 0.00

15 Minority interest 0.00 0.00 0.00 0.00 0.00 0.00

16 Profit/(Loss) after taxes,minority interest and share

of profit/(loss) ofassociates(13-14-15)

1.70 0.082 1.12 (3.05) 2.27 0.53

17 Paid-up Equity Sharecapital(Re.10/- per share)

412.54 381.38 380.48 412.54 380.48 381.38

18 Reserve excludingRevaluation Reserves as per

balancesheet of previousaccounting year

(119.93)

19.i Earnings Per Share(EPS) 0.030 0.001 0.020 (0.054) 0.041 0.01

86

a). Basic and diluted EPSbefore Extraordinary items

for the period,for the year todate and for the previous

year (not to be annualized)

19.ii Earnings Per Share(EPS)b). Basic and diluted EPS

after Extraordinary items forthe period,for the year todate and for the previous

year (not to be annualized)

0.030 0.001 0.020 -0.054 0.041 0.01

A PARTICULARS ODSHAREHOLDING

1 Public Shareholding

a) No. of Shares 3607800

3607800 3607800 3607800 3607800 3607800

b) Percentage ofShareholding

64.34 64.34 64.34 64.34 64.34 64.34

2 Promoters and promoterGroup Shareholding

(a) Pledge/Encumbered -No.of shares

0.0 0.0 0.0 0.0 0.0 0.0

Percentage of Shares(as a % of the total

Shareholding of promoter andPromoter group)

0.0 0.0 0.0 0.0 0.0 0.0

Percentage of Shares(as a %of the total share capital of the

company

0.0 0.0 0.0 0.0 0.0 0.0

(b) Non-Encumbered Numberof shares

1999500

1999500 1999500 1999500 1999500 1999500

Percentage of shares(as a %of the total share holding of

promoter and promoter group)

100.00 100.00 100.00 100.00 100.00 100.00

Percentage of shares (as a %of the total share capital of the

company)

35.66 35.66 35.66 35.66 35.66 35.66

PARTICULARS

B INVESTOR COMPLAINTS

87

Pending at the beginning of the quarter NIL

Received during the quarter NIL

Disposed of during the quarter NIL

Remaining unresolved at the end of the quarter NIL

Notes.1 The aforesaid financial results have been reviewed & approved by the Audit Committee and taken on record by the Board of Directors in

their meeting held on 10th day of November, 2014. The auditor have carried out the limited review of the above financial result. The company has only one segment of activity Provision for tax will be made at the time of Audited Result The figures for the previous quarter/year have been regrouped/rearranged wherever necessary. As per notification of MCA issued on 29th August, 2014, MCA has provided an option to all the companies for continue to charge

depreciation as per schedule XIV of Companies Act, 1956 instead of new Schedule II of Companies Act, 2013.Hence the company isfollowing Schedule XIV of Companies Act, 1956.

For AVI POLYMERS LTDPlace: Ahmedabad Sd/-

Date: 10.11.2014 Managing Director

88

Particulars As at30/09/2014

As at 31/03/2014

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 41254500 38137500

(b) Reserves and Surplus (11815423) (11993086)

(c) Money received against share warrants 0 0

Sub-total-Shareholder's funds 29439077 26144414

(2) Share application money pending allotment 0 0

(3) Non-Current Liabilities

(a) Long-term borrowings 0 0

(b) Deferred tax liabilities (Net) 4068584 16854

(c) Other Long term liabilities 13409 2250

(d) Long term provisions 0 0

Sub-total-currentliabilities

4081993 19104

Total 33521070 26163518

(4) Current Liabilities

(a) Short-term borrowings 12735 13731

(b) Trade payables 11764000 11764000

(c) Deferred tax assets (net) 0 0

(d) Long term loans and advances 615820 645820

(e) Other non-current assets 0 0

Balance Sheet as at 30th September, 2014

89

Sub-total-Non-currentassests

12392555 12423551

II.Assets

(1) Non-current assets

(a) Fixed assets 12735 13731

(b) Non-current investments 11764000 11764000

(c) Deferred tax assets (net) 0 0

(d) Long term loans and advances 615820 645820

(e) Other non-current assets 0 0

Sub-total-Non-currentassests

12392555 12392555

(2) Current assets

(a) Current investments 0 0

(b) Inventories 404520 49070

(c) Trade receivables 20363863 10285730

(d) Cash and Bank Balances 316145 3380367

(e) Short-term loans and advances 0 0

(f) Other current assets 43987 24800

Sub-total-currentassests

21128515 13739967

Total 33521070 26163518

For AVI POLYMERS LTDSd/-

Place: Ahmedabad

90

Date: 10.11.2014

Managing Director

The Audited Balance Sheet for the year ended on 31st March, 2015 is as under :Independent Auditor’s Report

To the Members ofAVI POLYMERS LIMITEDReport on the Financial Statements

We have audited the financial statements of AVI Polymers Limited (“the Company”), whichcomprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash FlowStatement for the year then ended and a summary of significant accounting policies and otherexplanatory information.

Management’s Responsibility for the Financial Statement

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of theCompanies Act, 2013 (“the Act”) with respect to the preparation of these financial statements thatgive a true and fair view of the financial position, financial performance and cash flows of theCompany in accordance with the accounting principles generally accepted in India including theAccounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design, implementation and maintenance of adequate internal financial controls,that were operating effectively for ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of the financial statements that give a trueand fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. Wehave taken into account the provisions of the Act, the accounting and auditing standards andmatters which are required to be included in the audit report under the provisions of the Act andthe Rules made thereunder. We conducted our audit in accordance with the Standards onAuditing specified under Section 143(10) of the Act. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor’sjudgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal financial control relevant to the Company’s preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriate

91

in the circumstances, but not for the purpose of expressing an opinion on whether the Companyhas in place an adequate internal financial controls system over financial reporting and theoperating effectiveness of such controls. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made by theCompany’s directors, 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 abasis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us,the aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India, of the state of affairs of the Company as at March 31, 2015, and its profit andits cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirement1. As required by the Companies ( Auditor’s Report) order, 2015 (‘ the Order’) issued by centralGovernment of India in terms of sub-section (11) of section 143 of the Act , we give in theAnnexure a statement on the matters specified in the paragraph 3 and 4 of the order , to theextent applicable.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company sofar as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss , and the Cash Flow Statement dealt withby this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors as on March 31, 2015,taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2015, from being appointed as a director in terms of Section 164(2).

The Annexure referred to in our report to the members of AVI Polymers Limited, on thefinancial statements for the year ended on 31st March 2015. We report that:

(i) (a) The company is maintaining proper records showing full particulars, includingquantitative details and situation of fixed assets.

(b) As explained to us, the company has a regular programme of physical verification of its assetsby which fixed assets are verified, and no material discrepancies were noticed on such verification.

92

(c) In our opinion and according to the information and explanations given to us, no fixed assethas been disposed during the year and therefore does not affect the going concern assumption.

(ii) (a) As explained to us, inventories have been physically verified during the year by themanagement at reasonable intervals

(b) In our opinion and according to the information and explanations given to us, theprocedures of physical verification of inventories followed by the management are reasonable andadequate in relation to the size of the company and the nature of its business.

(c) In our opinion and on the basis of our examination of the records, the Company isgenerally maintaining proper records of its inventories. No material discrepancy was noticed onphysical verification of stocks by the management as compared to book records.

(iii) (a) The company has not granted any loans, secured or unsecured, to companies, firms orother (a) Parties listed in the register maintained under Section 189 of the Companies Act, 2013.Consequently, the provisions of clauses iii (b), iii(c) of the order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there isgenerally an adequate internal control procedure commensurate with the size of the company andthe nature of its business, for the purchase of inventories & fixed assets and payment for expenses& for sale of goods. During the course of our audit, no major instance of continuing failure tocorrect any weaknesses in the internal controls has been noticed.

(v) The company has not accepted any deposits from the public.

(vi) As per information & explanation given by the management, maintenance of cost records hasnot been prescribed by the Central Government under section 148(1) of the Act.

(vii) (a) According to the records of the company, undisputed statutory dues including ProvidentFund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and anyother statutory dues have generally been regularly deposited with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amount payable inrespect of aforesaid dues were in arrears as on 31st of March, 2015 for a period of more than sixmonths from the date they became payable.

(c) The disputed statutory dues aggregating Rs. 103.84 lacs that have not been deposited onaccount of disputed matter pending before appropriate authority are as under.

Name ofstatus

Nature of Dues Amount Rs.In Lacs


Forum wheredispute ispending

93

Income taxAct,1961


5.56 1999-2000 Gujarat HighCourtAhmedabad

Income taxAct,1961


98.28 2000-2001 ITAT Ahmedabad

Income taxAct,1961



Income taxAct,1961


0.19 2011-2012 CIT (Appeals)

115.37

(d) According to the information and explanations given to us there were no amount required tobe transferred to investor education and protection fund in accordance with the relevantprovisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has beentransferred to such fund within time, and hence this clause is not applicable.

(viii) The Company has accumulated loss at the end of the financial year which is not more than50 % of its net worth. Considering the above we are of the opinion that the FundamentalAssumption of “Going Concern” is not affected. The company has not incurred cash losses duringthe financial year covered by the audit and in the immediate preceding financial year.

(ix) Based on our audit procedures and on the information and explanations given by themanagement, we are of the opinion that, the Company has not defaulted in repayment of dues to afinancial institution, bank or debenture holders.

(x) In our opinion and according to the information given to us, the company has not given anyguarantee for loan taken by other from banks and financial institutions.

(xi) Based on our audit procedures and on the information given by the management, we reportthat the company has not raised any term loans during the year.

(xii) Based on the audit procedures performed and the information and explanations given to us,we report that no fraud on or by the Company has been noticed or reported during the year, norhave we been informed of such case by the management.

Date: - 29th May,2015 For, S.S. Dasani & Co.Place: - Ahmedabad Chartered Accountants

Sd/-

(Arpit Shah)PartnerM.No.125043FRN: 116521W

94

AVI POLYMERS LTD.AMBICA COMPOUND ,OLD H BROAD,RANCHI-834001

BALANCE SHEET AS AT 31ST MARCH, 2015

Particulars NotesFigures as at the endof current reporting

period

Figures as at the endof previous reporting

period

I. EQUITY AND LIABILITIES(1) Shareholder's Funds(a) Share Capital 1 44,751,750 38,137,500(b) Reserves and Surplus 2 (11,933,255) (11,993,086)

(2) Share Application money pending allotment

(3) Non-Current Liabilities(a) Long-Term Borrowings - -(b) Deferred Tax Liabilities (Net) - -(c) Other Long Term Liabilities - -(d) Long Term Provisions - -

(4) Current Liabilities(a) Trade Payables 3 930,037 16,854(b) Short-Term Provisions(c ) Other Current Liablities 4 4,923 2,250

Total 33,753,455 26,163,518

II.ASSETS(1) Non-Current Assets(a) Fixed Assets 5 3,668 13,731

(i) Tangible Assets - -(ii) Intangible Assets - -(ii) Capital Work in Progress - -(ii) Intangible Assets under Development

(b) Non-current investments 6 11,000,000 11,764,000(c) Deferred tax assets (net)(d) Long term loans and advances 7 2,371,879 645,820

(2) Current Assets(a) Inventories 8 - 49,070(b) Trade receivables 9 14,779,683 10,285,730(c) Cash and cash equivalents 10 1,004,437 3,380,367(d)Short term loans and advances 11 3,994,015 -(d) Other current assets 12 599,773 24,800

Total 33,753,455 26,163,518NOTES TO ACCOUNTS 21 - 0 -

95

notes attached there to form an integral part of Balance SheetThis is the Balance Sheet referred to in our Report of even date.

FOR S.S. DASANI & CO. FOR AVI POLYMERS LIMITEDCHARTERED ACCOUNTANTS

Sd/-

Sd/-(ARPIT SHAH) Mansukh Patel (Chairman & MD)M. No. : 125043 DIN NO.:00162160F.R.N.: 116521W

Sd/-Dinesh Chauhan (Director)DIN NO.: 00977893

Place: AhmedabadDate: 29/05/2015 Sd/-

Monika Shah(Company Secretary)

Sd/-Mishra Karan Rajkumar (CFO)

96

AMBICA COMPOUND ,OLD H BROAD,RANCHI-834001STATEMENT OF PROFIT & LOSS FOR THE PERIOD ENDED ON 31ST MARCH, 2015

Sr.No Particulars Notes

Figures as at theend of current

reporting period


period

I Revenue from operations 13 32,103,604 9,494,799

II Other Income 14 345,300 135,705

III III. Total Revenue (I +II) 32,448,904 9,630,504IV Expenses:

Purchase of Stock in Trade 29,934,589 6,253,455

Freight on purchases - 6,030Changes in inventories of finished goods, work-in-progress andStock-in-Trade 15 49,070 176,353

Employee Benefit Expense 16 783,082 2,332,324

Financial Costs 17 5,175 5,999

Depreciation and Amortization Expense 18 10,062 2,372

Other Expenses 19 1,607,095 800,597

Total Expenses (IV) 32,389,073 9,577,130

V Profit before exceptional and extraordinary items and tax (III - IV) 59,831 53,374

VI Exceptional Items (Prior Period) - -

VII Profit before extraordinary items and tax (V - VI) 59,831 53,374

VIII Extraordinary Items 20 - -

97

IX Profit before tax (VII - VIII) 59,831 53,374X Tax expense:

Provision for current tax 11,400

Less: MAT credit entitlement (11,400) -

XI Profit(Loss) from the perid from continuing operations (IX-X) 59,831 53,374

XII Profit/(Loss) from discontinuing operations - -

XIII Tax expense of discounting operations - -

XIV Profit/(Loss) from Discontinuing operations (XII - XIII) - -

XV Profit/(Loss) for the period (XI + XIV) 59,831 53,374

XVI Earning per equity share of face value of Rs. 10 0.012 0.009Basic & Diluted

Notes to Accounts 21Notes attached there to form an integral part of Profit & Loss Statement

This is the Statement ofProfit & Loss referred to in our Report of even date.

FOR S.S. DASANI & CO. FOR AVI POLYMERS LIMITEDCHARTERED ACCOUNTANTS

Sd/- Sd/-(ARPIT SHAH) Mansukh Patel (Chairman & MD)M. No. : 125043 DIN NO.:00162160F.R.N.: 116521W

Sd/-Dinesh Chauhan (Director)DIN NO.: 00977893

Sd/-Place: Ahmedabad Monika ShahDate : 29/05/2015 (Company Secretary)

Sd/-Mishra Karan Rajkumar(CFO)

98

Notes Forming Integral Part of the Balance Sheet as at 31st March, 2015

Note : 1 Share CapitalSr.No Particulars Current Year Previous Year

No. ofShares

Amount(Rs.)

No. ofShares

Amount(Rs.)

1 AUTHORIZED CAPITAL

Equity Shares of Rs. 10/- each. 6,500,000 65,000,000 6,500,000 65,000,000

6,500,000 65,000,000 6,500,000 65,000,000

2 ISSUED , SUBSCRIBED & PAID UP CAPITAL

(i) Share Issued 5,607,300 56,073,000 5,607,300 56,073,000

(ii) Subscribed and fully paid up 4,090,700 40,907,000 3,206,400 32,064,000

(iii) Subscribed and not fully paid up - - 2,400,900 6,073,500

(iv) Share forfeited 1,516,600 3,844,750 - -

Total 5,607,300 44,751,750 5,607,300 38,137,500

RECONCILIATION OF NUMBER OF SHARES OUTSTANDING

ParticularsCurrent

YearPrevious

Year

Opening Number of sharing Outstanding 5,607,300 5,607,300

Add: Shares issued during the year - -

Less: Share forfeited 1,516,600 -

Closing Number of outstanding shares 4,090,700 5,607,300

More Than 5% shareholdings Current Year Previous Year

NameNo. ofShares %

No. ofShares %

99

Swetang Shah 557,500 13.63 557,500 9.94

Shivarjan Chemicals Pvt. Ltd. 835,700 20.43 835,700 14.90

Manusukh Patel (HUF) 1,141,500 27.90 1,141,500 20.36

Kamleshkumar K Lalwani 281,100 6.87 281,100 5.01

Manusukh Patel 208,000 5.08 - -

Note : 2 Reserve & SurplusSr.No Particulars Current

YearPrevious

YearSurplus (Profit & Loss Account)Balance brought forward from previous year (11,993,086) (12,046,460)

Add: Profit for the period 59,831 53,374Closing Balance (11,933,255) (11,993,086)

Total (11,933,255) (11,993,086)

Note : 3 Trades PayableSr.No Particulars Current

YearPrevious

Year

1 Sundry Creditors for Material 876,206 -

2 Sundry Creditors for Expense 53,831 16,854

Total 930,037 16,854

Note :4 Other Current LiabilitiesSr.No Particulars Current

YearPrevious

Year

1 Current maturities of long-term debt - -

2 Current maturities of finance lease obligations - -

3 Interest accrued but not due on borrowings - -4 Interest accrued and due on borrowings

100

- -

5 Income received in advance - -

6 Application money due for refund* - -

7 Unpaid Dividend - -

8 Unpaid matured deposits and interest accrued thereon - -

9 Unpaid matured debentures and interest accrued thereon - -10 Other Liabilities

a. Unpaid Expense - -

b. Statutory Liabilities 4,923 2,250

c. Advance From Customers -

d. Others - -

Total 4,923 2,250

101


Note : 5 Fixed Asset (OwnedAssets)I. Fixed Assets at Ahmedabad Unit

Sr.No Particulars

Gross Block Depreciaton Net Block

Value atthe

beginning

Additionduring

the year

Deduction

during theyear

Valueat the

end

Value atthe

beginning

Additionduring

the year

Deduction

duringthe

year

Valueat the

end

WDVas on31.03.2015

WDV ason

31.03.2014

I Tangible Assets

1 Plant and Equipment 67,266 - - 67,266 53,842 10,062 - 63,904 3,362 13,425

2 Computer 24,065 - - 24,065 23,759 - - 23,759 306 306

SUB TOTAL (A) 91,331 - - 91,331 77,601 10,062 - 87,663 3,668 13,731

II Intangible Assets - - - - - - - - -

SUB TOTAL (B) - - - - - - - - - -

IIICapital Work-in-progress

- - - - - - - - - -

SUB TOTAL (C) - - - - - - - - - -

IVIntangible AssetsUnder Development - - - - - - - - -

SUB TOTAL (D) - - - - - - - - - -

Total [A + B + C + D](Current Year) 91,331 - - 91,331 77,601 10,062 - 87,663 3,668 13,731

102


Note : 6 Non Current InvestmentSr.No Particulars Current

YearPrevious

Year

Trade Investment in Equity Shares -Unquoted Fully Paid up

1 Nil (P.Y.150000) Equity Shares of Nilkanth Finance Ltd of Rs10 each - 750,0002 Nil (P.Y. 1400) Equity Shares of GTCL Mobile -Com Tech Ltd of Rs 10

each - 14,0003 68750(P.Y 68750) Equity Shares of Boscogen biosciences(India) Ltd

of Rs 10 11,000,000 11,000,000

Total 11,000,000 11,764,000

Note : 7 Long Term Loans and AdvancesSr.No Particulars Current

YearPrevious

YearUnsecured (Considered Good)

1 Deposits 100,000 145,820

2 Share Application Money - 270,000

3 Other Loans & Advances 2,271,879 230,000

Total 2,371,879 645,820

Note : 8 InventoriesSr.No Particulars Current

YearPrevious

Year

1 Trading Goods-At cost or Market value whichever is lower - 49,070

Total - 49,070

103

Note : 9 Trade RecievablesSr.No Particulars Current

YearPrevious

Year1 Outstanding for more than six months

a) Secured, Considered Good : - -

b) Unsecured, Considered Good : 10,043,230 10,043,230c) Doubtful - -

2 Othersa) Secured, Considered Good : - -

b) Unsecured, Considered Good : 4,736,453 242,500c) Doubtful - -

Total 14,779,683 10,285,730

Note : 10 Cash & Cash EquivalentSr.No Particulars Current

YearPrevious

Year

1 Cash-in-Hand

Cash Balance 84,912 11,074

Sub Total (A) 84,912 11,074

Balance with Scheduled Bank 708,837 3,366,604

Balance with Non Scheduled Co Op Bank 3,063 2,689

Fixed Deposits (Maturing within 12 Months) 207,625

Sub Total (B) 919,525 3,369,293

3 Cheques on Hand (C) - -

Total [ A + B + C ] 1,004,437 3,380,367

104

Note : 11 Short Term Loans and AdvancesSr.No. Particulars Current

YearPrevious

Year

1 Advance to Supplier 3,994,015

Sub Total (A) 3,994,015 -

Note : 12 Other Current AssetsSr.No Particulars Current

YearPrevious

Year

1 Statuory Advances

Income Tax receivable 20,665 21,625

MAT credit entitlement 17,308 -

Advances with VAT Authority - 3,1752 Listing Application Fees 561800 -

Sub Total (A) 599,773 24,800

Notes Forming Part of the Profit & Loss Accounts as at 31st March, 2015

Note : 13 Revenue from OperationsSr.No Particulars Current Year Previous Year

Sale of Products 32,103,604 8,413,549Sale of Services - 1,081,250

Other Operating Revenues - -Total 32,103,604 9,494,799Less: Excise Duty - -

Total 32,103,604 9,494,799

105

Note : 14 Other IncomeSr.No Particulars Current Year Previous Year

1 FD Interest Income 10,481 2,5272 Discount 38 -3 Net profit on foreign currency translation - 133,1784 Commission Income 223,616 -5 Interest on IR refund 633 -6 Interest income on Loan 110,532 -

Total 345,300 135,705

Note : 15 Change in InventoriesSr.No Particulars Current Year Previous Year

1 Closing Stock - 49,0702 Opening Stock 49,070 225,423

(Increase)/Decrease in Inventory 49,070 176,353

Note :16 Employement Benefit ExpensesSr.No Particulars Current Year Previous Year

1 Salary & Wages 753,082 2,239,9342 Staff Bonus Expenses 30,000 90,5003 Staff Welfare Exp. - 1,890

Total 783,082 2,332,324

Note :17 Financial CostSr.No Particulars Current Year Previous Year

1 Interest -2 Bank Charges 5,175 5,999

Total in 5,175 5,999

Note : 18 Depreciation & Amortised CostSr.No Particulars Current Year Previous Year

1 Depreciation 10,062 2,372

Total 10,062 2,372

106

Note : 19 Other ExpensesSr.No Particulars Current Year Previous Year

1 Advertisement Exp. 116,266 55,7522 Auditor's Remuneration 16,854 16,8543 Electricity Consumption Exp. 45,820 40,2434 Godown Rent 18,000 210,0005 Insurance Expense - 2,2956 Legal and Professional Expense 113,132 22,4727 Miscellanous Expenses 39,375 9238 Mobile Expenses 1,000 26,7509 Office Exp. - 13,847

10 Packing Expenses - 15,54011 Petrol & Diesel 22,960 205,80712 Postage & telegram Exp. 60,560 36,96513 Professional Exp. - 24,78314 ROC Charges 57,000 3,50015 Sales Promotion Exp. 187 31016 Custom Clearing Charges(Export) - 87,52817 Stock Exchange Fees 11,236 31,72718 Stationery & Printing Exp. 4,015 1,80119 Stipend Expenses 66,560 3,50020 Interest on TDS &VAT 130 -21 Loss due to w/off 1,034,000

Subtotal 1,607,095 800,597

Total 1,607,095 800,597

Note : 20 Quantitative DetailsParticulars 2014-15 2013-14

Traded Goods Sales Closing Opening Sales Closing OpeningValue Inventory Inventory Value Inventory InventoryRs. Rs.

Chemicals (Kgs) 28,265,819 - - 3,034,104 - -Chemicals in(MTS) 1,620,975 - - - - -

Lab Goods (Pcs) - - - 90,270 - -

Lab Goods (Nos.) - - - 3,221 - -

Machine (Nos.) - - - 33,456 - 1.00

Machine (Pcs.) - - - 1,016,272 - 3.00

Plastics (Pcs.) - - - 42,638 - 388.00

Plastics (Nos.) - - - 63,688 - 26.00

107

Textile (Pcs) 2,155,770 - - 1,427,400 - 1,705.00

Others (MTS) 61,040 - 0.70 2,702,500 0.70 -

Total 32,103,604 - 0.70 8,413,549 0.70 2,123

108

CASH FLOW STATEMENT FOR THE YEAR 2014-15

Particulars CurrentYear Previous Year

A Cash Flow From Operating ActivityProfit/(loss) before Taxes 59831 53374Adjustments for:Depreciation 10062 2372Loss Due to w/off 764000 0

Operation profit/loss before working 833893 55746capital changes

Adjustments for changes in workingcapital(Increase)/Decrease in Stock 49070 176354(Increase)/Decrease in Sundry debtors (4493952) (242500)(Increase)/Decrease in Other current Asset (574973) (24800)(Increase)/Decrease in loans & Advances (1726059) 3815000Increase/(Decrease) in Current Liabilites &Provision 915856 (788600)Increase/(Decrease) in Short Term Loans andAdvances (3994015) 0

Cash Generated from / (used in) operations (8990180) 2991200

Taxes (paid)/Received 0 0Net Cash from/(used in ) Operatingactivity (8990180) 2991200

BCASH FLOW FROM INVESTINGACTIVITIES(Increase)/Decrease in fixed assets 0 0(Increase)/Decrease in Investments 0 0

Net cash used in Investing activities 0 0

CCASH FLOW FROM FINANCIALACTIVITIESUnpaid Call Money Received 6614250 90000(Increase)/Decrease in Loans 0 0

109

Net cash from financial activity 6614250 90000

Net increase/(Decrease) in cash and cashequivalent (2375930) 3081200

Opening balance of cash and cashequivalent 3380367 299167

Closing balance of cash and cashequivalent 1004437 3380367

Notes to Cash Flow Statement1. The above cash flow statement has been prepared under the "indirectmethod" as set

out in the accounting standard-3 on cash flowstatements.2. Previous year's figures have been reclassified /regrouped wherever considered necessary.3. Figures in bracket indicate cash outflow

FOR S.S, DASANI & CO.For AVI POLYMERSLIMITED

CHARTERED ACCOUNTANTS

Sd/-Sd/-

(ARPIT SHAH))Mansukh Patel(Chairman & MD)

M. No. : 125043 DIN NO.:00162160F.R.N.: 116521W Sd/-

Dinesh Chauhan (Director)DIN NO.: 00977893

Place: AhmedabadDate: 29/05/2015 Sd/-

Monika Shah(Company Secretary)

Sd/-Mishra Karan Rajkumar (CFO)

110

The Audited Balance Sheet for the year ended on 31st March, 2014 is as under :

Independent Auditor’s ReportTo the Members of

AVI POLYMERS LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of “AVI POLYMERS LIMITED”, which comprise the BalanceSheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, anda summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statement

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 referred toin sub-section (3C) of section 211 of the Companies Act, 1956 read with General Circular 15/2013 dated 13 September,2013 of Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with theaccounting principles generally accepted in India . This responsibility includes the design, implementation andmaintenance of internal control relevant to the preparation and presentation of the financial statements that give a trueand fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit inaccordance 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 obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal control relevant to the Company’s preparation and fair presentation of the financial statements in orderto design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion onthe effectiveness of the Company’s internal Control. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion.

OpinionIn 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 March 31, 2014;

111

b) in the case of the Statement of Profit and Loss Account, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India interms 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 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 booksc) 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 withGeneral Circular 15/2013 dated 13 September, 2013 of Ministry of Corporate Affairs in respect of Section133 of the Companies Act, 2013;

e) On the basis of written representations received from the directors as on March 31, 2014, and taken onrecord by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from beingappointed as 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 paidunder 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.

Date: - 27th May,2014 For, PurushottamKhandelwal& Co.Place: - Ahmedabad Chartered Accountants

(P.H. Khandelwal)Partner

M.No.100601

FRN: 123825W

112

ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our reportof even date)On the basis of such checks as we considered appropriate and according to the information and explanationgiven to us during the course of our audit, we report that:

1. (a) The company has maintained proper records showing full particulars including quantitativedetails and situation of its fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonableintervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed assethas been disposed during the year and therefore does not affect the going concern assumption.

2. (a) As explained to us, inventories have been physically verified during the year by themanagement at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the proceduresof physical verification of inventories followed by the management are reasonable and adequatein relation to the size of the company and the nature of its business.

(c) In our opinion and on the basis of our examination of the records, the Company is generallymaintaining proper records of its inventories. No material discrepancy was noticed on physicalverification of stocks by the management as compared to book records.

3. The company has not granted any loans, secured or unsecured, to companies, firms or other (a)Parties listed in the register maintained under Section 301 of the Companies Act, 1956.Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to theCompany.

(e) According to the information and explanations given to us and on the basis of our examinationof the books of account, the Company has not taken loans from companies, firms or other partieslisted in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses(f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generallyan adequate internal control procedure commensurate with the size of the company and thenature of its business, for the purchase of inventories & fixed assets and payment for expenses &

113

for sale of goods. During the course of our audit, no major instance of continuing failure to correctanyweaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanationsprovided by the management, the particulars of contracts or arrangements referred to in section301 of the Act have been entered in the register required to be maintained under that section.b)As per information & explanations given to us and in our opinion, there is no transaction madein pursuance of such contract or arrangement at price which are not reasonable hAVIng regard toprevailing market price at the relevant time.

6. As per information & explanations given to us and in our opinion, the Company has not acceptedany deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company does not have aninternal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has notbeen prescribed by the Central Government under clause (d) of sub-section (1) of section 209 ofthe Act.

9. (a) According to the records of the company, undisputed statutory dues including ProvidentFund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax,Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any otherstatutory dues have generally been regularly deposited with the appropriate authorities.

(b)According to the information and explanations given to us there were no undisputed amountpayable in respect of aforesaid dues were outstanding statutory dues as on 31st of March, 2014 fora period of more than six months from the date they became payable.

(c) The disputed statutory dues aggregating Rs. 103.84 lacs that have not been deposited onaccount of disputed matter pending before appropriate authority are as under.

Name ofstatus

Nature of Dues AmountRs. InLacs


Forum where dispute ispending

IncometaxAct,1961

Tax on assessmentu/s 143(3)

5.56 1999-2000 Gujarat High CourtAhmedabad

IncometaxAct,1961

Tax on Assessmentu/s 143(3)


103.84

114

10. The Company has accumulated loss at the end of the financial year which is not morethan 50 % of its net worth. Considering the above we are of the opinion that theFundamental Assumption of “Going Concern” is not affected. The company has notincurred cash losses during the financial year covered by the audit and in the immediatepreceding financial year.

11. Based on our audit procedures and on the information and explanations given by themanagement, we are of the opinion that, the Company has not defaulted in repayment ofdues to a financial institution, bank or debenture holders.

12. According to the information and explanations given to us, the Company has not grantedloans and advances on the basis of security by way of pledge of shares, debentures andother securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, theprovision of this clause of the Companies (Auditor's Report) Order, 2003 (as amended) isnot applicable to the Company.

14. According to information and explanations given to us, the Company is not trading inShares, Mutual funds & other Investments; therefore the provision of clause 4(xiv) of theCompanies (Auditors Report) Order, 2003 is not applicable.

15. According to the information and explanations given to us, the Company has not givenany guarantees for loan taken by others from a bank or financial institution therefore theprovision of clause 4(xv) of the Companies (Auditors Report) Order, 2003 is notapplicable.

16. Based on our audit procedures and on the information given by the management, wereport that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination ofthe Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised onshort-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given tous by the management, we report that the Company has not made any preferentialallotment of shares during the year.

19. According to the information and explanations given to us and based on the auditprocedures performed the Company has no outstanding debentures during the periodunder audit.

115

20. The Company has not raised any money by public issue during the year therefore theprovision of clause 4(xx) of the Companies (Auditors Report) Order, 2003 is notapplicable.

21. Based on the audit procedures performed and the information and explanations given tous, we report that no fraud on or by the Company has been noticed or reported during theyear, nor have we been informed of such case by the management.

Date: - 27th May,2014 For, PurushottamKhandelwal& Co.Place: - Ahmedabad Chartered Accountants

(P.H. Khandelwal)Partner

M.No.100601

FRN: 123825W

116

BALANCE SHEET AS AT 31ST MARCH, 2014

Particulars NotesFigures as at theend of current

reporting period


period

I. EQUITY AND LIABILITIES(1) Shareholder's Funds(a) Share Capital 1 38,137,500 38,047,500(b) Reserves and Surplus 2 (11,993,086) (12,046,460)

(2) Share Application money pending allotment

(3) Non-Current Liabilities(a) Long-Term Borrowings - -(b) Deferred Tax Liabilities (Net) - -(c) Other Long Term Liabilities - -(d) Long Term Provisions - -

(4) Current Liabilities(a) Trade Payables 3 16,854 747,363(b) Short-Term Provisions(c ) Other Current Liablities 4 2,250 60,340

Total 26,163,518 26,808,743

II.ASSETS(1) Non-Current Assets(a) Fixed Assets 5 13,731 16,103

(i) Tangible Assets - -(ii) Intangible Assets - -(ii) Capital Work in Progress - -(ii) Intangible Assets under Development

(b) Non-current investments 6 11,764,000 11,764,000(c) Deferred tax assets (net)(d) Long term loans and advances 7 645,820 4,460,820

(2) Current Assets(a) Inventories 8 49,070 225,423(b) Trade receivables 9 10,285,730 10,043,230(c) Cash and cash equivalents 10 3,380,367 299,167(d) Other current assets 11 24,800 -

Total 26,163,518 26,808,743NOTES TO ACCOUNTS 19 - -notes attached there to form an integral part of Balance SheetThis is the Balance Sheet referred to in our Report of even date.

FOR PURUSHOTTAM KHANDELWAL & CO FOR AVI POLYMERS LIMITED

117

CHARTERED ACCOUNTANTS

Sd/- Sd/-Sd/-

(Director) ( Director ) ( Director )(CA. P.H. KHANDELWAL)M. No. : 100601 PLACE : AHMEDABADF.R.N.: 123825W DATED: 27/05/2014

Statement of Profit and Loss for the year ended on 31.3.2014

Sr.No Particulars Notes

Figures as at theend of current

reporting period

Figures as at theend of previousreporting period

I Revenue from operations 12 9,494,799 36,359,680II Other Income 13 135,705 21III III. Total Revenue (I +II) 9,630,504 36,359,701IV Expenses:

Purchase of Stock in Trade 6,253,455 34,392,201Freight on purchases 6,030 38,635Changes in inventories of finished goods, work-in-progressand Stock-in-Trade 14 176,353 (177,209)Employee Benefit Expense 15 2,332,324 1,364,839Financial Costs 16 5,999 2,386Depreciation and Amortization Expense 17 2,372 2,864Other Expenses 18 800,597 705,769

Total Expenses (IV) 9,577,130 36,329,485

V Profit before exceptional and extraordinary items and tax (III - IV) 53,374 30,216

VI Exceptional Items (Prior Period) - -

VII Profit before extraordinary items and tax (V - VI) 53,374 30,216VIII Extraordinary Items - -

IX Profit before tax (VII - VIII) 53,374 30,216X Tax expense:

(1) Current tax -(2) Deferred tax - -

XI Profit(Loss) from the perid from continuing operations (IX-X) 53,374 30,216

XII Profit/(Loss) from discontinuing operations - -

118

XIII Tax expense of discounting operations - -

XIV Profit/(Loss) from Discontinuing operations (XII - XIII) - -

XV Profit/(Loss) for the period (XI + XIV) 53,374 30,216XVI Earning per equity share of face value of Rs. 10 0.009 0.005

Basic & Diluted

Notes to Accounts 19Notes attached there to form an integral part of Profit & Loss Statement

This is the Statement ofProfit& Loss referred to in our Report of even date.

FOR PURUSHOTTAM KHANDELWAL & CO FOR AVI POLYMERS LIMITEDCHARTERED ACCOUNTANTS

Sd/- Sd/- Sd/-

Director ( Director ) ( Director )(CA. P.H. KHANDELWAL)M. No. : 100601

F.R.N.: 123825W PLACE : AHMEDABADDATE 27/05/2014


Note : 1 Share CapitalSr.No

Particulars CurrentYear

PreviousYear

1 AUTHORIZED CAPITAL65,00,000 Equity Shares of Rs. 10/- each. 65,000,000 65,000,000

65,000,000 65,000,000

2 ISSUED , SUBSCRIBED & PAID UP CAPITAL5607300(P.Y.5607300 shares) Equity Shares of Rs 10/- each 56,073,000 56,073,000

Less:Calls Unpaid 17,935,500 18,025,500

Total 38,137,500 38,047,500

RECONCILIATION OF NUMBER OF SHARES OUTSTANDINGParticulars Current Year Previous YearOpening Number of sharing Outstanding 5,067,300 5,607,300Add: Shares issued during the year - -Less: Shares Bought back during the year - -Closing Number of outstanding shares 5,067,300 5,607,300

119

More Than 5% shareholdings Current Year Previous Year

NameNo. ofShares %

No. ofShares %

Swetang Shah 557500 9.94 557500 9.94Shivarjan Chemicals Pvt. Ltd. 835,700 14.90 556,700 9.93

Manusukh Patel (HUF) 1,141,500 20.361,141,500 20.36

Kamleshkumar K Lalwani 281,100 5.01 279,100 4.98Dhanvidhya Finance &Investment Consi. Serv. Pvt.Ltd. - - 280,900 5.01

Note : 2 Reserve & SurplusSr.No


PreviousYear

Surplus (Profit & Loss Account)Balance brought forward from previous year (12,046,460) (12,076,676)Less: Tax on Regular Assessment Paid - -Add: Profit for the period 53,374 30,216Closing Balance (11,993,086) (12,046,460)

Total (11,993,086) (12,046,460)

Note : 3 Trades PayableSr.No


PreviousYear

1 Sundry Creditors for Material - 579,7482 Sundry Creditors for Expense 16,854 167,615

Total 16,854 747,363

120

Note :4 Other Current LiabilitiesSr.No


PreviousYear

1 Current maturities of long-term debt - -2 Current maturities of finance lease obligations - -3 Interest accrued but not due on borrowings - -4 Interest accrued and due on borrowings - -5 Income received in advance - -6 Application money due for refund* - -7 Unpaid Dividend - -8 Unpaid matured deposits and interest accrued thereon - -9 Unpaid matured debentures and interest accrued thereon - -

10 Other Liabilitiesa. Unpaid Expense - -b. Statutory Liabilities 2,250 6,014c. Advance From Customers - 54,326d. Others - -

Total 2,250 60,340

121

Note : 5 Fixed Asset(Owned Assets)Fixed Assets at AhmedabadUnit

Sr.No Particulars Rate

Gross Block Depreciaton Net Block

Value atthe

beginning

Addition duringthe year

Deduction

duringthe year

Value atthe end

Value atthe

beginning

Addition duringthe year

Deduction

duringthe

year

Value atthe end

WDV ason

31.03.2014

WDV ason

31.3.2013

I Tangible Assets

1 Plant and Equipment13.91

% 67,266 - - 67,266 51,673 2,168 - 53,841 13,425 15,593

2 Computer40.00

% 24,065 - - 24,065 23,555 204 - 23,759 306 510

SUB TOTAL (A) 91,331 - - 91,331 75,228 2,372 - 77,600 13,731 16,103

II Intangible Assets - - - - - - - - -

SUB TOTAL (B) - - - - - - - - - -

IIICapital Work-in-progress

- - - - - - - - - -

SUB TOTAL (C) - - - - - - - - - -

IVIntangible AssetsUnder Development - - - - - - - - -

SUB TOTAL (D) - - - - - - - - - -

Total [A + B + C + D](Current Year) 91,331 - - 91,331 75,228 2,372 - 77,600 13,731 16,103

122

Note : 6 Non Current InvestmentSr.No Particulars Current

YearPrevious

Year

Trade Investment in Equity Shares -Unquoted Fully Paid up

1 150000(P.Y.150000) Equity Shares of Nilkanth Finance Ltd of Rs10each

750,000 750,000

2 1400(P.Y. 1400) Equity Shares of GTCL Mobile -Com Tech Ltd of Rs10 each 14,000 14,000

3 68750(P.Y 68750) Equity Shares of Boscogen biosciences(India) Ltdof Rs 10 11,000,000 11,000,000

Total 11,764,000 11,764,000

Note : 7 Long Term Loans and AdvancesSr.No Particulars Current

YearPrevious

YearUnsecured (Considered Good)

1 Deposits 145,820 145,820

2 Share Application Money 270,000 270,000

3 Other Loans & Advances 230,000 4,045,000

Total 645,820 4,460,820

Note : 8 InventoriesSr.No Particulars Current

YearPrevious

Year

1 Trading Goods-At cost or Market value whichever is lower 49,070 225,423

Total 49,070 225,423

Note : 9 Trade RecievablesSr.No Particulars Current

YearPrevious

Year1 Outstanding for more than six months

a) Secured, Considered Good : - -b) Unsecured, Considered Good :

123

10,043,230 10,043,230c) Doubtful - -

2 Othersa) Secured, Considered Good : - -

b) Unsecured, Considered Good : 242,500 -c) Doubtful - -

Total 10,285,730 10,043,230

Note : 10 Cash & Cash EquivalentSr.No Particulars Current

YearPrevious

Year

1 Cash-in-Hand

Cash Balance 11,074 91,140

Sub Total (A) 11,074 91,140

Balance with Scheduled Bank 3,366,604 206,058

Balance with Non Scheduled Co Op Bank 2,689 1,969Fixed Deposit

Sub Total (B) 3,369,293 208,027

3 Cheques on Hand (C) - -

Total [ A + B + C ] 3,380,367 299,167

Note : 11 Other Current AssetsSr.No Particulars Current

YearPrevious

Year

1 Statuory AdvancesAdvance Tax 21,625 -Advances with VAT Authority 3175 -

Sub Total (A) 24,800 -

124

Note : 12 Revenue from OperationsSr.No Particulars Current

YearPrevious

Year

Sale of Products 8,413,549 36,359,680Sale of Services 1,081,250 -

Other Operating Revenues - -

Total 9,494,799 36,359,680Less: Excise Duty - -

Total 9,494,799 36,359,680

Note : 13 Other IncomeSr.No Particulars Current

YearPrevious

Year

1 FD Interest Income 2,527 -

2 Discount - 21

3 Net profit on foreign currency translation 133,178 -

Total 135,705 21

Note : 14 Change in InventoriesSr.No Particulars Current

YearPrevious

Year

1 Closing Stock 49,070 225,423

2 Opening Stock 225,423 48,214

(Increase)/Decrease in Inventory 176,353 (177,209)

125

Note :15 Employement Benefit ExpensesSr.No Particulars Current

YearPrevious

Year

1 Salary & Wages 2,239,934 1,263,834

2 Staff Bonus Expenses 90,500 96,000

3 Staff Welfare Exp. 1,890 5,005

Total 2,332,324 1,364,839

Note :16 Financial CostSr.No Particulars Current

YearPrevious

Year

1 Interest - 44

2 Bank Charges 5,999 2,342

Total in 5,999 2,386

Note : 17 Depreciation &Amortised CostSr.No Particulars Current

YearPrevious

Year

1 Depreciation 2,372 2,8642 Preliminary Expenses W/O - -

Total 2,372 2,864

Note : 18 Other ExpensesSr.No Particulars Current

YearPrevious

Year

1 Advertisement Exp. 55,752 48,567

2 Auditor's Remuneration 16,854 16,854

3 Electricity Consumption Exp. 40,243 0

4 Godown Rent 210,000 325,200

126

5 Insurance Expense 2,295 1,467

6 Internet Expenses - 13,764

7 Legal and Professional Expense 22,472 2,420

8 Miscellanous Expenses 923 30,108

9 Mobile Expenses 26,750 23,565

10 Office Exp. 13,847 7,084

11 Packing Expenses 15,540 -

12 Petrol & Diesel 205,807 82,426

13 Postage & telegram Exp. 36,965 21,100

14 Professional Exp. 24,783 17,000

15 ROC Charges 3,500 2,500

16 Sales Promotion Exp. 310 30,910

17 Custom Clearing Charges(Export) 87,528 -

18 Stock Exchange Fees 31,727 46,553

19 Stationery & Printing Exp. 1,801 7,280

20 Stipend Expenses 3,500 -

21 Travelling & Conveyance Exp. - 28,971

Subtotal 800,597 705,769

Total in 800,597 705,769

127

CASH FLOW STATEMENT FOR THE YEAR 2013-14

Particulars 2013-14 2012-13

A Cash Flow From Operating ActivityProfit/(loss) before Taxes 53374.00 30216.00Adjustments for:Depreciation 2372.00 2864.00Operation profit/loss before working 55746.00 33080.00capital changes

Adjustments for changes in working capital(Increase)/Decrease in Stock 176354.00 (177209.00)(Increase)/Decrease in Sundry debtors (242500.00) 13658527.00(Increase)/Decrease in Other current Asset (24800.00) 0.00(Increase)/Decrease in loans & Advances 3815000.00 0.00Increase/(Decrease) in Current Liabilites& Provision (788600.00) (9469638.00)

Cash Generated from / (used in) operations 2991200.00 4044760.00

Taxes (paid)/Received 0.00 0.00Net Cash from/(used in ) Operating activity 2991200.00 4044760.00

B CASH FLOW FROM INVESTING ACTIVITIES(Increase)/Decrease in fixed assets 0.00 0.00(Increase)/Decrease in Investments 0.00 0.00

Net cash used in Investing activities 0.00 0.00C CASH FLOW FROM FINANCIAL ACTIVITIES

Share Capital Increased 90000.00(Increase)/Decrease in Loans 0.00 (4045000.00)Net cash from financial activity 90000.00 (4045000.00)

Net increase/(Decrease) in cash and cash equivalent 3081200.00 (240.00)

Opening balance of cash and cash equivalent 299167.00 299407.00

Closing balance of cash and cash equivalent 3380367.00 299167.00

128

Notes to Cash Flow Statement1. The above cash flow statement has been prepared under the "indirectmethod" as setout in the accounting standard-3 on cash flowstatements.2. Previous year's figures have been reclassified /regrouped wherever considered necessary.3. Figures in bracket indicate cash outflow

FOR PURUSHOTTAM KHANDELWAL & CO For AVI POLYMERS LIMITEDCHARTERED ACCOUNTANTS

(DIRECTOR) (DIRECTOR)(DIRECTOR)

(CA. P.H. KHANDELWAL)M. No. : 100601 PLACE: AHMEDABADF.R.N.: 123825W Date: 27.05.2014

Note 191. Significant accounting Polices

(a) Basis of Accounting:The financial statements are prepared under historical cost convention and to complyin all material respect with the notified accounting standards by the CompaniesAccounting standard Rules - 2006 and the relevant provision of Companies Act, 1956.

(b) Use of EstimatesThe preparation of financial statements in conformity with Generally AcceptedAccounting Principle require estimates and assumptions to be made that affect thereported amounts of assets and liabilities and disclosure of contingent liability on thedate of financial statements and the reported amounts of revenues and expensesduring the reporting period. Actual results could differ from this estimate anddifferences between actual results and estimates are recognized in the period in whichthe results are known / materialize.

(c) Fixed Assets:Fixed Assets are stated at cost less accumulated depreciation. The cost of fixed assetcomprise of its purchase price and any directly attributable cost of bringing the assetsin an operational condition for its intended use.

129

(d) Depreciation:Depreciation has been provided at the rates and in the manner prescribed in ScheduleXIV of the Companies act, 1956 on WDV Method. Depreciation on addition or onsale/ disposal of assets is calculated pro-rata from the date of such addition or sale/disposal as the case may be.

(e) Valuation of Inventories:Inventory of goods are valued at Cost or Market Price whichever is lower.

(f) Investment:Long term investments are stated at cost. Provision of diminution in the value of Longterm investments is made only if such decline is other than temporary in nature in theopinion of the Management.

(g) Revenue Recognition:The sales are shown net of discount on sales, sale return, rate differences and all otheritems of Income and expenses are recognized on accrual basis.

(h) Employee Benefits:The amount of short-term employee benefits expected to be paid in exchange for theservices rendered by employees are recognized as an expense during the period whenthe employees render the services. Further, the Company does not have any policy ofproviding post-employment benefits to any of its employee and hence the provision ofsuch expenses is not required to be made in the financial statements.

(i) Taxation:Current tax is determined as the amount of tax payable in respect of taxable income forthe period. Deferred tax is recognized subject to the consideration of prudence inrespect of deferred tax assets on timing differences, being the difference between thetaxable incomes and accounting income that originate in, one period and are capableof reversal in one or more subsequent period.

In accordance with Accounting Standard 22 “Accounting for taxes on Income” issuedby The Institute Of Chartered Accountants Of India, Company has not accounted fordeffered Tax. Deferred tax assets are recognized and carried forward only to the extentthat there is a reasonable certainty that sufficient future taxable income e will beavailable against which such deferred tax assets can be realized.

(j) Provisions, Contingent Assets and Contingent Liabilities:

130

Contingent Liabilities as defined in Accounting Standard 29 on “Provisions, ContingentLiabilities and Contingent Assets” are disclosed by way of notes to the account.Provision is made if it is probable that an outflow of future economic benefits will berequired for an item previously dealt with as a contingent liability.

2. NOTES FORMING PART OF ACCOUNTS

(a) As per the information and explanation given to us the Company does not have thepolicy of providing post employmentbenefits and hence no provision is made forliabilities for retirement benefits.

(b) Contingent Liabilities

Name of status Nature of Dues AmountRs. InLacs



Income taxAct,1961



Ahmedabad

Income taxAct,1961



103.84

(c) Particulars of payment made to Directors :

Particulars 2013-14 2012-13Amount (Rs.) Amount (Rs.)

Remuneration Nil NilRemuneration to Auditor:Particulars 2013-14 2012-13

Amount (Rs.) Amount (Rs.)Statutory Audit Fees 15,000 15,000Service Tax Reimbursement 1,854 1,854Total 16,845 16,854

131

(d)The balances shown in the Balance sheet under the head of , Creditors, Debtorsand Loans and Advances are each subject to confirmation from respective partiesand are subject to adjustment if any, on receipt of confirmation.

(e)The Company has not received any intimation from Suppliers regarding theirstatus under Micro and Medium Enterprises Development Act, 2006 and hencedisclosure , if any, relating to amounts unpaid as at year end together with interestpaid/payable as required under the said Act have not been given.

(f)The Figures for the previous year have been rearranged and regrouped whereverconsidered necessary so as to confirm to the current year classification.

(g) The amount remitted during the year in foreign currencies on account ofdividend is Rs. NIL-C.I.F. Value of Imports is Rs. NIL.-Earnings in Foreign Exchange is (FOB) is Rs. 10,81,250/-

(h) The amounts have been rounded off nearest Rupee.

AS PER OUR REPORT OF EVEN DATE ATTACHED

FOR, PURUSHOTTAM KHANDELWAL & CO. FOR, AVI POLYMERS LIMITEDCHARTERED ACCOUNTANTS

______________ ____________ _____________(P.H.KHANDELWAL) (MANSUKH PATEL) (DINESH CHAUHAN) (MAULIK P SHAH)

PARTNERM. No.: 100601FIRM Reg. No.123825W

PLACE: AHMEDABADDATE: 27th May, 2014

132

SECTION VII .OUTSTANDING LITIGATIONS, DEFAULTS AND MATERIALDEVELOPMENTS

1. LITIGATIONS AGAINST COMPANY – NIL

Litigations filed against the Company are as under :

Name ofstatute

Nature of Dues AmountRs. InLacs



Income taxAct,1961



Ahmedabad

Income taxAct,1961



103.84

Other than mentioned as above there are no outstanding or pending litigation, suit,criminal or civil prosecution, proceeding or tax liabilities against our Company that wouldhave a material adverse effect on our business and thereare no defaults, non-payment oroverdue of statutory dues, institutional/ bank dues or dues payableto holders ofdebentures, bonds and fixed deposits and arrears of preference shares (irrespectiveofwhether they are specified under Part I of Schedule XIII of the Companies Act 1956 ), thatwould have a materialadverse effect on our business.

2. LITIGATIONS BY THE COMPANY – NIL

3. No Material Developments

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Section VIII :Main Provisions of Articles of Association :

THE COMPANIES ACT 1956(COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATIONOF

AVI POLYMERS LIMITED1. The regulations contained in Table A, Schedule I. to the Companies Act. 1956 shall not apply to the

Company except as far as the same are reproduced or contained in or expressly made applicable bythese Articles or any modification thereof.

2. These regulations are for the management of the Company and are for the observance of themembers thereof and their representatives and shall be, subject to any exercise of the Company'spower to modify alter or ass to its regulations, as are contained in the Articles.

INTERPRETATION

3. (A) In the interpretation of these Articles, the following words and expressions shall have thefollowing meanings assigned thereunder, unless repugnant to the subject matter or contextthereof:

The Company " or "this Company " means AVI POLYMERS LIMITED.

The Act

The Act" means The Companies Act. 1956" or any statutory modification or re-enactmentthereof in force.

Auditors

"Auditors" means and include those persons appointed as such by the Company.

Board of Directors

"Board" or "Board of Directors" means a meeting of the Director duty called and constitutedor, as the case may be. the Directors assembled at a Board or the requisite number ofDirectors entitled to pass a resolution by number of Directors entitled to pass a resolution bycirculation in accordance with the Articles or the Directors of the Company collectively.

Capital

"Capital" means the share capital raised or authorised to be raised for the purposes of theCompany.

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Debentures

"Debentures" includes debenture-stock.

Directors

"Directors" means the Directors for the time being of the Company.

Dividend

"Dividend" includes bonus.

Gender

"Words importing the masculine gender also include the feminine gender.

In writing and written

'In writing" and "written" includes printing lithography and other modes of representing orreproducing words in a visible form.

Member

"Member" means the duly registered holder from time to time of the shares of the Companyand includes the subscribers to the Memorandum of the company.

Meeting or General Meeting

"Meeting" or "General Meeting" means a meeting of members duly called and constituted inaccordance with these Articles and any adjourned meeting thereof.

Annual General, Meeting

"Annual General Meeting" means a General Meeting of the Members held in accordance withthe provisions of Section 166 of the Act and any adjoured meeting thereof.

Extraordinary General meeting

"Extraordinary General Meeting"means an Extraordinary General Meeting of the membersduly called and constituted and any adjourned meeting thereof.

Month

"Month 'means calender month.

Office

"Office" means the Registered office for the time being of the Company.

Paid-up

"Paid-up" includes credited as well as individuals.

Persons

"Persons" include corporation as well as individuals.

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Register of Members

"Register of Members" means the register of members to be kept pursuant to the Act.

(B) a. Unless the context other requires, words or expressions contained in these Articlesshall bear the same meaning as in the Act or any statutory modification thereof forceat the date on which the Articles become binding on the Company. The marginal noteshave been inserted for convenience of the reference and shall not affect theconstruction and interpretation on these Articles.

b. Wherever in the said Act it has been provided that the Company shall have any right,previlege or authority of that the Company could carry out any transaction only if theCompany is so authorised by its Articles. then in that case these Regulations herebyauthorised and empowers the Company to have such right, privilege or authority andto carry such transaction as have been permitted by the Act without there being anyspecific regulation in that behalf herein provided. As illustration of such rights,authorities and transactions are set out with relevant section as under:-

Section 80 : To issue Redeemable Preference Shares.

Section 92 : To accept unpaid shares Capital Although not Called.

Section 93 : To pay dividend in proportion to amount paid.

Section 94 : To alter the share capital of the Company.

Section 100 : To reduce the share capital of the Company.

CAPITAL

Division of Capital

4. The Authorised share capital of the Company is Rs. 6,50,00,000/-(Rupees Six Crore Fifty Lacs)Dividend into 65,00.000/-(Sixty Five Lakes) Equity shares of Rs10/-[Rupees Ten) each with thepower to increase, consolidate, decrease or divide in accordance with the regulations of the Companyand legislative provisions for the time being in force in that behalf and with power to divide the sharein the Capital for the time being into Equity share capital and to attach there to respective anypreferential, qualified or special rights, privileges or conditions.

Preference Shares

5. Without prejudice to the generality of the power of the Company contained in Article (4) above theCompany shall have power to issue Preference. Shares carrying a right of redemption out of the profitor out of the proceeds of a fresh issue or liable tothe redeemed at the option of the Company and theDirector may subject to the provisions of Section 80 of the Act exercise such power in any mannerthey may think fit.

Allotment of Shares

6. Subject to the provisions of these Articles and Section 81 of the Act, the shares be under the controlof the Board who may allot or otherwise dispose of the same to such persons on such terms andconditions and at such times either at par or at a premium and for such consideration. as the Board

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thinks fit. Provided that, where at any time (after the Expire of-two years from the formation of theCompany or at any times after the expire of one year from the allotment of shares in the Companymade for the first time after its formation. whichever is earlier) it is proposed to increase subscribedcapital of the Company by the allotment of further share subject to the provisions of Section 81(1A) ofthe Act, the Board shall issue such share in the manner set out in Section 81(1) of the Act. Providedthat option or right to call of shares shall not be given to any person except with the section of theCompany in General Meeting.

Provisions relating to the issue

7. Subject to any direction to the contrary that may be given by the resolution sanctioning the increaseof share capital all new shares, before issue, shall be offered to such persons as at the date of offerare entitled to receive notices from the company of General meeting in proportions as nearly as thecircumstances admit, to the amount of the existing shares to which they are entitled. The offer shallbe made by notice specifying the number of shares offered and limiting a time within which the offer,it not accepted, will be deemed to be declined and after the expiration of that time or on receipt of anintimation from the persons to whom the offer is made that he declines to accept the shares offeredthen in that event the Directors may dispose of the same in such manner as they think mostbeneficial to the Company. The Directors may likewise so dispose of new shares which (by reason ofratio which the new shares bear to share held by person entitled to an offer of new shares) cannot inthe opinion of the Directors, be conveniently offered under these Articles.

How far new shares to rank with existing shares

8. The new shares will be subject to the same provisions with reference to the payment of calls,Dividends, lien, transfer, transmissions, forfeiture, appropriation and otherwise as the shares in theoriginal share capital.

Power to subdivide & consolidate shares

9. The company by ordinary resolution may :

(a) Consolidate and divide all or any of its shares capital into shares of larger amount than itsexisting shares.

(b) Sub-divide its shares of any of them into shares of smaller amount than is fixed by theMemorandum of Association; subject nevertheless to the provisions in Section 94 (1) (d) of theAct.

(c) Cancel any shares which at the date of the passing of the resolution, have not been taken oragreed to be taken by any person and diminish the amount of its share capital by the amountof the shares so canceled.

Reduction of Capital

10. The company may by special resolution reduce its share capital in any manner and with and subjectto any incident and consent required by the Act.

Power to modify right

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11. (i) If at any time share capital is divided into different classes of shares, all or any of the rightsprivileges attached to any class (unless otherwise provided by the terms of issue of the sharesof the class) may, subject to the provisions of Section 106 and 107 of the Act and whether ornot the company is being wound up be varied, modified, commuted, effected or abrogatedwith the consent in writing of the holders of three fourths of the issues shares of the class orwith the section of a special resolution passed at a separate meeting of the holders oftheshares of the class.

(ii) To every such separate meeting the provisions of these Articles relating to general meetingshall mutatis mutandis apply, so that the necessary quorum shall be five persons at leastholding or representing by proxy one-third of the issued shares of the class in question.

(iii) ThisArticles is not to derogate from any power the Company would have. if this Article wereomitted. The rights conferred upon the holders of the shares (including preference, if any) ofany class issued with preferred or other rights or privileges shall unless otherwise expresslyprovided by the terms of issue of shares of that class to be deemed not to be modified,commuted effected, abrogated, dealt with or varied by the creation or issue of further sharesPariPassu there with.

The rights of Holders of Issued Shares when deemed to be varied

12. The rights conferred upon the holders of the shares of any class issued with preferred or other rightsshall not unless otherwise expressly provided by the terms of issue of the shares of that class, bedeemed to be varied by the creation or issue of further shares rankingPariPassu therewith.

BROKERS AND UNDER-WRITERS

Commission & Brokerage

13. Subject to the provisions of Section 76 of the Act, the Company may at any time pay commission toany person in consideration of his subscribing or agreeing to subscribe whether absolutely orconditionally for any share in or debentures of the Company or his procuring or agreeing to procuresubscriptions, whether absolute or conditional for any shares in or debentures of the company, asper notification issued by the company law board.

SHARES

Trust not recognized

14. Subject to Section 187C of the Companies Act 1956 except as required by law, no person shall berecognized by the Company as holding any share upon any trust and the Company shall not bebound by or be compelled in any way to recognize (even when hAVIng notice thereon any equitable,contingent, further of partial interest in any shares or any interest in any fractional part of share(except only as by these or by law otherwise provided) any other rights in respect of any share exceptas absolute right of the entirety thereof in the registered holder.

Inequality in number of new shares

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15. If, owing to any inequality in the number of new shares to be issued and the number of shares heldby member entitled to have the offer of such new shares, any difficulty shall arise in theapportionment of such new shares or any of them amongst the member, such difficulty shall, in theabsence of any direction in the resolution creation the shares or by the Company in General Meetingbe determined by the Board.

Member's Right to certificate

16. (i) Every person whose name is entered as a member in the Register shall be entitled to receivewithout payment :

(a) One Certificate for all his shares : or

(b) Where the shares so allotted at any one time exceed the number of shares fixed asmarket lot in accordance with the usage of the Stock Exchange, at the request of theshareholder several certificates as per marketable lot and one for the balance.

(ii) The Company shall within three months after the allotment and within one month afterapplication for registration of the transfer of any shares or debentures complete and havealready for delivery the share certificates for all the shares and debentures so allotted ortransferred unless the conditions of issue of the said shares otherwise provide.

(iii) Every certificate shall be under the seal and shall specify the shares to which it relates andthe amount paid-up thereon.

(iv) The certificate of title to shares and duplicate thereof when necessary, shall be issued underthe seal of the company and signed by two directors and the Secretary of the Company.

(v) In respect of any share or shares held jointly by several persons, the Company shall not bebound to issue more than one certificate for the same share or shares and the delivery of acertificate for the share or shares to one of the several joint holders shall be sufficient deliveryto all such holders. Subject as aforesaid, where more than one share is so held, the jointholder shall be entitled to apply jointly for the issue of several certificates.

(vi) No fees will be charged, in case of splitting, transfer, consolidation, replacement of thosewhich are old discrepit or wornout.

Provision Regarding issue of new ore renewal of certificate

17. If a share certificate is defaced, lost or destroyed it may be renewed on payment of such fee if any,not exceeding Rs. 2/-(Rupees Two) and on such terms if any, as to evidence and indemnify and thepayment of out-of-pocket expenses incurred by the Company in investigating evidence as theDirectors think fit. The share certificate shall be issued subject to The provisions of Companies (Issueof Share Certificates) Rules, 1060.

LIEN

Company's lien on Shares

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18. "Company shall have a first and paramount lien upon all the shares (other than fully paid-up shares)registered in the name of each member (whether soley or jointly with others) and upon the proceedsof sale thereof for all moneys (whether presently payable or not) called or payable at a flxed time inrespect of such shares and no equitable interest in any shares shall be created except upon thefooting and condition that Article 14 hereof will have full effect. And such lien shall extend to alldividends and bonuses from time declared in respect of shares. Unless otherwise agreed theregistration of a transfer of shares shall operate as a waiver of the Company's lien if any on suchshares. The Directors may at any time declare any shares wholly or in part to exempt from theprovisions of this clause."

As to enforcing lien on shares

19. The Company may sell in such manner as the Board think flt any shares on which the Company hasa lien provided that no sale shall be made :

(a) Unless a sum in respect of whch the lien exists is presently payable or

(b) Until the expiration of fourteen days after a notice in writing demanding payment of such partof the amount in respect of which the line exists as is presently payable, has been giving toregistered holder for the time being of the share of the person entitled thereto by reason of hisdeath or insolvency.

Validity of shares in exercise of lien

20. (i) To give effect to any such sale Board may authorise same person to transfer the shares soldto the purchaser thereof.

(ii) The purchaser shall be registered as the holder of shares comprised in any such transfer.

(iii) The purchaser shall not be bound to see the application of the purchase money nor shall histitle to the shares be affected by any irregularity or invalidity in the proceedings in referenceto the sale.

Application of sale -proceeds

21. (i) The proceeds of the sale shall be received by the company if any applied in payment of suchpart of the amount in respect of which the lien exists as is presently payable.

(ii) The residue, if any, shall subject to a like lien for sum not presently payable as existed uponthe share before the sale be paid to the persons entitled to the shares at the date of the sale.

CALLS ON SHARES

Calls

22. (i) The board may, from time .to time, make calls upon the members in respect of any moneysunpaid on their shares (whether on account of the nominal value of the shares or by way orpremium) and not by the conditions of allotment thereof made payable at fixed times,provided that no call shall ne payable not less than one month before, from the date fixed forthe payment of the last proceeding call.

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(ii) Each member shall subject to receiving at least fourteen days notice specifying the time ortimes and place of payment pay to the company at the time or times so specified, the amountcalled on Msshares.

(iii) A call may be revoked or postponed at the discretion of the Board.

Call when shall be deemed to have been made

23. A call shall be deemed to have been made at the time when the resolution of the Board authorisingthe call was passed and may be required to be paid by installments.

Liability of joint holders

24. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

When interest on calls payable

25. (i) If a sum called in respect of share is not paid before or on the date appointed for paymentthereof, the person form whom the sum is due shall pay interest thereon form the dayappointed for payment thereof to the time of actual payment of fifteen percent, per annum orat such rate as the Board may decide.

(ii) The Board shall be at Liberty to waive payments of any such interest wholly or in part.

26. (i) Any sum which by the terms of issue of a share become payable on allotment or at any fixeddate whether on account of nominal value of the shares or by way of premium shall for thepurpose of these regulations be deemed to be a call duly made and payable on the date onwhich by the terms of issue such sum becomes payable.

(ii) In case of non-payment of such sum, all the relevant provision of these regulations as topayment of interest and expenses, forfeitures or otherwise shall apply as if such sum hadbecome payable by virtue of call duly made and notified.

Payment of call in advance

27. The Board

(i) May, if it thinks fit receive from any member willing to advance the same, all or any part ofmoney uncalled and unpaid upon any share held by him.

(ii) Upon all or any of the money so advanced may (until, the same would but for such advancebecome presently payable) pay interest at such rate not exceeding, unless the company ingeneral meeting shall otherwise direct, six percent per annum as may be agreed uponbetween the Board and the member paying the sum inadvance.

Default in payment of Calls

28. Moneys paid in advance of calls shall not in respect thereof confer a right to dividend or to participatein the profits of the Company.

Evidence inaction by Company against Members

29. On the trial or hearing of any action or suit brought by the Company against anyshare-holder or hisrepresentatives to recover any debt or money claimed to be due to the Company in respect of his

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shares, it shall be sufficient to prove that the name of the,defendant is or was when the claim arose.on the Register as a holder or one of the holders, of the number of shares in respect of which suchclaim is made and that the amount claimed is not entered as paid in the books of the Company andit shall not be necessary to prove the appointment of the Board who made any call, not that aquorum was present at the Board meeting at which any call was made was duly convened orconstituted, nor any other whatsoever, but the proof of the matters aforesaid shall be conclusiveevidence of the debt.

TRANSFER AND TRANSMISSION OF SHARE

30. Shares in the Company shall be transferred by an instrument in the form prescribed by the Act.

31. Every instrument of transfer shall be left at the office of the Company for registration accompaniedby the certificate of the shares to be transferred and such other evidence as the Directors mayrequire to prove the title of the transferor and his rights to transferee shall (subject to the Director'sright to decline to register any transfer) be registered as a member In respect of such shares.

Execution of Transfer

32. Every such instrument of transfer shall be duly stamped and shall be signed by or on behalf of boththe transferor and transferee and the transferor shall remain the holder of such share until the nameof the transferee is entered in the Register in respect thereof. The name address and occupation, ifany, of the transferee shall be specified in the instrument of transfer. All joint transferors and/orjoint transferee shall sign the instrument of transfer.

Application for registration

33. Anapplication for registration of a transfer of shares may be made either by the transferor or by thetransferee: where the application is made by the transferor and relates to partly paid shares; thetransfer shall not be registered unless the Company gives to the transferee notice of the transfer andwithin four weeks from the receipt of the notice the transferee has not objected to the transfer. Forthe purpose of this Article notice to the transferee shall be deemed to have been duly given if it isdispatched by prepaid registered post to the transferee at the address given in the instrument oftransfer and shall be deemed to have been delivered at the time at which it would have been deliveredin the ordinary course of post.

34. The company shall subject to section 187 C of the Act incur no liability of responsibility whatsoeverin consequence of its registering or giving effect to any transfer of shares made or purporting to bemade by any apparent legal owner thereof (as shown of appearing in the Register of Members) to theprejudice of persons hAVIng or claiming any equitable right, title or interest to or in the namenotwithstanding that the Company may have had notice to such equitable right, title or interest ornotice prohibiting registration of such transfer and may have entered such notice or referred theretoin any book of the Company and the Company shallnot be bounded to or required to regard or attendor give effect to any notice which may be given to it of any equitable rights title or interest or beunder any liability whatsoever for refusing or neglecting so to do through it may have been entered ortransferred to in some book of the Company but the Company shall: nevertheless be at liberty toregard and attend to any such notice and give effect thereto if the Directors shall so think fit.

Board power to refuse registration

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35. (a) Notwithstanding anything contained in these Articles and subject to section 11 1(8) of the Act,the Directors may in their absolute and uncontrolled discretion decline to register oracknowledge any transfer of shares and the right of refusal shall not be affected by thecircumstance that the proposed transferee is already a member of company. In particular andwithout prejudice to the generality of the above power the Directors may also refuse toregister the transfer of any shares upon which the Company has a lien or when the Directorsare of opinion that it is not desirable to admit the proposed transferee to membership.Provided that the registration of transfer shall not be refused on the ground of the transferorbeing either alone or jointly with any other person or persons, indebted to the company onany account whatsoever except where calls are payable in respect of such shares.

(b) Nothing in section 108, 109 and 110 the Act. shall prejudice this power to refuse to registerthe transfer of or the transmission by operation of law of the right to, any shares or interest ofa member in or debentures of the Company.

(c) If the Company refuse, whether in pursuance of any power under these Articlesorotherwise,to register any such transfer or transmission of right, it shall within one months from the dateon which the instrument of transfer or the intimation of such transmission, as the case maybe, was delivered to the Company, send notice of the refusal to the transferee and thetransferor or to the person giving intimation of such transmission as the may case be.

(d) Transfer of shares in whatever lot should not be refuse in violation of the stock Exchangelisting requirements on the ground that the number of shares to be transferred is less thanany special number.

36. In the case of the death of any one or more of the persons named in the Register as the joint holdersof any share, the survivor or survivors shall be the only persons recognised by the company ashAVIng any title to or interest in such share, but nothing herein contained shall be taken to releasethe assets of the deceased joint holder from liability on the shares held by him jointly with any otherpersons.

Legal representative of a deceased member

37. The executors or administrators of deceased members or the holders of a succession certificate inrespect of a deceased member (such deceased member not being one of several joint holders) shall bethe only person recognised by the Company as hAVIng interest in or title to the shares registered inthe names of such members and the Company shall not be bound to recognised such executorsunless such executors shall have fist obtained probate form a court in India hAVIng jurisdictionprovided that in any case where the Directors in their absolute discretion think fit, they any dispensewith the production of probate or letters of Administration or other legal representation upon suchterms as to indemnity or otherwise as they may deem fit and under the next Article register the nameof any person who claims to be absolutely entitled to the shares standing in the name of the deceasedmember as a member.

Transmission of Shares

38. Any person becoming entitled to shares in consequence of the death or insolvency of any member orby any lawful means, otherwise than by transfer in accordance with these presents, upon producingsuch evidence of his title as the Directors think sufficient, may with the consent of Directors(whichthey shall not be under any obligation to give) be registered as a member in respect of such shares or

143

may subject to the regulations as to transfer here in before contained transfer such shares. ThisArticle is hereinafter referred to as '"The Transmission Article".

39. The guardian of a minor entitled to shares and the committee of lunatic entitled to shares may uponproducing to the Directors such evidence of their position as may be reasonably required by them beplaced upon the Register in respect of shares to which the minor or lunatic may be entitled as thecase may be.

40. Every transmission of a share shall be verified in such manner as the Directors may required and thecompany may refuse to register any transmission until the samebe so verified or until or unless anindemnity be given to the Company with regard to such registration, which the Directors at theirdiscretion shall consider sufficient, provided nevertheless, that there shall not be any obligation onthe Company or the Directors to accept any indemnity. The Directors shall have the same right torefuse to register a person as member entitled by transmission to any shares or his nominee as if hewas the transferee named in an ordinary transfer presented for registration.

Fees for transfer

41. No fee shall be charge in respect of the transfer or transmission of any shares of any class ordenomination.

Closure of Register

42. The transfer Book and the Register of members may be closed upon giving such notice as is requiredby section 154 of the Act during such time as the Directors think fit not exceeding in the aggregateforty five days in each year but not exceeding thirty days at any on time.

GENERAL MEETING

Extra Ordinary Meetings

43. All general meeting other than Annual General Meeting shall be called Extra-ordinary Generalmeetings.

When Extra-Ordinary meeting to be called

44. (i) The Board may whenever it thinks fit, call an extraordinary general meeting.

(ii) If at any time there are not within India Directors capable of acting who are sufficient innumber to form a quorum any Director or the members holding 1/10th of the paid up sharescapital of the Company may call an extraordinary general meeting in the same manner asnearly as possible, as that in which such a meeting may be called by the Board.

45. Business not to be commenced without proper quorum Adjournment for Dissolution if quorum notpresent.

(i) No business shall be transferred at any general meeting unless a quorum of members ispresent at the time when the meeting proceeds to business.

(ii) Subject to the Provisions of the Act and save as herein otherwise provided, any five memberspresent in person shall be a quorum.

When if Quorum not present meeting to be dissolved & when to adjourned.

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(iii) If within half-an-hour from the time appointed for the meeting a quorum be not present, themeeting, if convened upon such requisition as a aforesaid shall be dissolved, but in any othercase it shall stand adjourned to the same day in the next week, at the same time and place orto such other day at such time and place as the Board may by notice appoint and if at suchadjourned meeting a quorum be not present within half-an-hour from the time appointed forholding the meeting those members, who are present and not being less than two shall be aquorum and may transact the business for which the meeting was called.

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Chairman of General Meeting

46. The Chairman of the Board of Directors, if any, shall be entitled to take the chairat every GeneralMeeting or if there be no such Chairman or if at any meeting he shall not be present within fifteenminutes after the time appointed for holding such meeting or is unwilling to act, the memberspresent shall choose another Director as Chairman and if the Director present decline to take thechair, then the members present shall choose one of their member to be Chairman.

Power to adjourn General Meeting

47. (i) The Chairman may with the consent of any meeting at which quorum is present and shall ifso directed by the meeting, adjourn the meeting from time to time and from the place to place.

(ii) No business shall be transacted at any adjourned meeting other than the business leftunfinished at the meeting form which the adjournment took place.

Notice of Adjourned meeting when Necessary

[iii) when a meeting is adjournment for thirty days or more notice of the adjourned meeting shallbe given as in the case of an original meeting.

(iv) Save a aforesaid it shall not be necessary to give any notice of an adjournment of the businessto be transacted at an adjourned meeting.

When Poll is Demanded What Business to be Transacted

48. Any business other than that upon which a poll has been demanded may be preceded with pendingthe taking of the poll.

VOTES OF MEMBERS

Vote of members

49. Subject to any rights or restrictions for the time being attached to any class or classes of shares :-

(a) On a show of hands, every member present in person shall have one vote and

(b) On a poll the voting right of members shall be one vote for each share held by them.

50. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy,shall be accepted to the exclusion of he votes of the other joint holders. For this purpose, seniorityshall be determined by the order in which the names stand in the register of members.

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Vote in Respect of Insane

51. A member of unsound mind or in respect of whom an order has been made by any courthAVIngjurisdiction in lunacy, may vote whether on a show of hands or on a poll, by his committee orother legal guardian and any such committee or guardian may on a poll vote by proxy.

Restriction on Voting

52. No member shall be entitled to vote at any general meeting unless all Calls or other sums presentlypayable by him in respect of shares in the Company have been paid.

Admission or refection of instruction votes

53. (i) No objection shall be raised to the qualification of any voter except at the meeting oradjourned meeting at which the vote objected to is given or tendered and every vote objectedto is given or tendered and every vote not disallowed at such meeting shall be valid for allpurpose.

(ii) Any such objection made in due time shall be referred to the Chairman of the meeting whosedecision shall be final and conclusive.

Appointing Instrument Proxy to be deposited at the Office

54. The Instrument appointing a proxy and the power of Attorney or other authority, if any under whichit is signed or a not arially certificate copy of that power or authority shall be deposited at theregistered office of the Company not less than 48 hours before the time for holding the meeting oradjourned meeting at which the person named in the instrument proposes to vote for in the case ofpoll not less than 24 hours before the time appointed for the taking of the poll and in default theinstrument of proxy shall not be treated as valid.

When Vote by Proxy Through Authority Revoked

55. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstandingthe previous death or insanity of the principal or revocation of the proxy or the authority underwhich the proxy was executed or the transfer of the shares in respect of which the proxy is given,provided not intimation in writing of the death or insanity or revocation or transfer of shares shallhave been received by the Company at the Office before the vote is given.

DIRECTORS

Number of Directors

56. a. The number of Directors of the company shall not be less than 3 and more than 12 includingthe special Director, if any and the Debenture Director, if any and the Corporation Director. ifany. The company may increase the number of Directors subject to provision of law.

b. Unless otherwise determined by the company in General Meeting a Director shall not berequired to have a share qualification, but nevertheless shall be entitled to attend and speakat any General Meeting of the Company and separate meeting of the holders of any class ofshares in the company.

Debentures Director

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c. Any trust deed for securing debentures or debenture-stock may, if so arranged, provide forthe appointment, form time to time, by the trustees thereof or the holders of debentures ordebenture-stocks, of some person or persons to be a Director or Directors of the Companyand may empower such trustees or holders of Debentures or debenture stocks, from time totime, to remove and reappoint any Director so appointed and at the time of such removal analso in the case of death or resignation of the person so appointed, any time, appoint anyother person as a 'Debenture Director' in his place. The Director appointed under this Articleis herein referred to as 'Debenture Director' and the term 'Debenture Director' means theDirector for the time being in the office under this Article. The Debenture Director shall not bebound to hold any qualification shares and shall not be liable to retire by rotation or beremoved by the Company. The Trust Deed may contain such ancillary provisions as may bearranged between the Company and the Trustees and all such provisions shall. have effectnotwithstanding any of the other provisions herein contained.

Corporation Director

d. So long as any moneys be owing to the Company to or in respect of any underwritingarrangements with any Financial Corporation or Credit Corporation or any FinancingCompany of Body (which Corporation of Body is hereinafter in this Article referred to as theCorporation), the Directors may authorise such Corporation to nominate, from time to timeany person or persons as a Director or Directors of the Company (which Director ishereinafter referred to as a 'Corporation Director") and may agree, that the CorporationDirector shall not be liable to retire by rotation.

The Corporation may at any time and from time to time remove as such Corporation Directornominated by it and may at the time such removal and also in the case of death orresignation of the person so nominated, at any time nominate any other son as a CorporationDirector in his place. Such nomination or removal shall be made in writing signed by theChairman of the Corporation or any person or Director thereof and shall be delivered to theCompany at its registered office. It is clarified that every Corporation entitled to nominate aDirector under this Article may nominated one more such person or persons as a Director(s)and so that ifmore than one corporation is so entitled there may be at any time as anyCorporation Directors as the Corporations eligible to make nomination, nominate.

Special Director

e. In connection with any collaborating arrangement with any Company or Corporation of firmor person for supply of technical know how and/or machinery or technical advice, theDirectors may authorised such Company. Corporation, firm or person (hereinafter in thisclause referred to as Collaborator) to nominate from time to time any person or persons as aDirector or Directors of the Company (hereinafter referred to as "Social Director") and mayagree that such Special Director shall not be liable to retire by rotation and need not possessany quallflcation shares to qualify him for the office of such Director, so however that SpecialDirector shall hold office so long as such collaboration arrangement remains in force unlessotherwise agreed upon between the Company and such Collaborator under the Collaborationarrangements or at any time thereafter. The Collaborator may at any time and from time totime remove any such Special Director nominated by it and may at the time of such removaland also in the case of death or resignation of the person so nominated, at any time,

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nominate any other persons as a Special Director in his place and such nomination orremoval shall be made in writing signed by such Company or Corporation or any partner orsuch person and shall be delivered to the Company at its registered office. It is clarified thateveryCollaboration entitled to nominate a Director under this Articles may nominate one ormore such persons as a Director(s) and so that if more than one Collaborator is so entitled,there may be at any time as many Special Directors as the Collaborators eligible to make thenomination, nominate.

57. The Following shall be the First Directors of the Company :

1. Ram Walji Patel

2. Ratan Kumar Patel

3. Akhai Ram Patel

4. ChhaganLal Patel

5. ManshukhLal Patel

6. Dhirendra Kumar Patel

7. KhemjeeRamji Patel

8. GovindRamji Patel

Holding of office or Place of Profit under the Company or its Subsidiary

58. Any Director or other person refereed to in Section 314 of the Act may be appointed to hold any officeor place of profit under the Company or under any Subsidiary of the Company in accordance withthe of section 314 of the Act.

Boards Power to Declare a Director as Nonretirfng

59. (a) Subject to the provisions of Sections 255 of the Act and provisions of Articles the Board shallhave power to declare such of the Directors for the time being as not liable to retire byrotation with power to revoke such declaration and upon revocation of such declaration suchDirector shall become liable to retireby rotation and shall be reckoned for determining theDirectors to retire by rotations as provided by Section 256 of the Act and Article 58.

(b) The Board shall exercise its powers of declaration and revocation aforesaid in a manner thatthe number of Directors not liable to retire by the rotation (including the Special Directorswho may be appointed under Article 56 and the Managing Directors if any shall not exceedone-third of the total number of Directors for the time being.

60. The remaining Directors liable to retire, by rotation may be appointed by the company in Generalmeeting.

Retirement of Directors by Rotation

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61. (1) At every Annual General Meeting one-third of such of the Directors for the time being as areliable to retire by rotation or.if their number is not three or a multiple of three, then thenearest to one-third shall retire from office.

(2) The Directors to retire by rotation at every Annual General Meeting shall be those who havebeen longest in office since their last appointment but as between persons who becameDirectors on the same day, those who are to retire shall, in default of and subject to anyagreement among themselves, be determined by lot.

(3) At the Annual General Meeting at which a Director retired as aforesaid, the Company may fillup the vacancy by reappointing the retiring Director of some other person thereto.

(4) If the place of the retiring Director is not filled up and the meeting has not expressly resolvedto fill the vacancy, the meeting shall stand adjourned till the same day in the next week at thesame time and place and if that day is a public holiday., till the next succeeding day which isnot a public holiday, at the same time and place. If at the adjourned meeting also, the place ofthe retiring Director is not filled up and that meeting also has not expressly resolved not to fillthe vacancy, the retiring Director shall be deemed to have been reappointed at the adjournedmeeting unless:

(i) At the meeting or at the previous meeting a resolution for the reappointment of suchDirector has been put to the meeting and lost:

(ii) The retiring Director has, by a notice in writing addressed to the Company or its Boardof Directors, expressed his unwillingness to be so re-appointed.

(iii) He is not qualified or is dis-qualified for appointment.

(iv) A resolution whether special or ordinary, is required for his appointment or re-appointment by virtue of any provisions of the Act, or

(v) The provision to subsection (2) of Section 263 of the Act is applicable to the case.

(5) The expression 'Retiring Director" in these clauses shall mean a Director retiring by rotation.

Right of Person other than Retiring Director to Stand for Directorship

62. (i) A person who is not a retiring Director shall, subject to the Provisions of the Act, be eligiblefor appointment to the office of Director at any General Meeting, if he or some memberintending to propose him has, not less than fourteen days before the meeting, left at the officeof the Company a notice is writing under his hand signifying his candidature for the office ofDirector or the intention of such member to propose him as a candidate for that office, as thecase may be.

(ii) The Company shall inform its members of the candidature of person for the office of aDirector or the intention of a member to propose such person as a candidate for that office byserving individual notice on the members not less then seven days before the meetingprovided that it shall not be necessary for the company to serve individual notice upon themembers as aforesaid if the company advertises such candidature or intention not less thanseven days before the meeting in at least two newspapers circulating in the place where the

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Registered Office of the company is located of which one is published in the English languageand the other in the regional language of that place. The expression "Retiring Director" inthisArticles means a Director Retiring by rotation.

MANAGEMENT

63. The Board of Directors may in accordance with the provisions of the Act. appointawhole-timeDirector or President or Executive Director or manager to manage its affairs. A Director may beappointed as a Secretary or manager. The terms and conditions and the appointment of paidDirectors shall subject to the provisions of the companies Act. 1956 and to the consent of theGeneral Meeting of the Company whenever required.

MANAGING DIRECTOR

64. (a) Subject to the provisions of section: 197A, 198. 268. 269, 316 and 317 and other applicableprovisions of the companies Act 1956, the board may from time to time appoint one or moreof the Directors to be Managing Director or Managing Directors of the Company on suchterms and at such remuneration by way of salary or commission or participation in profits orpartly one and partly in another as they may think fit, either for a fixed term not exceedingFive Years as to the period for which he is to hold such office and may, from time to time(subject to the provisions of any contract between him and the company remove or dismisshim from office and appoint in his place.

(b) Subject to the provisions of Section 255 of the Act, a managing Director shall not, while hecontinues to hold that office, be subject to retirement by rotation and he shall not bereckoned as Director for the purpose of determining the number of Directors retiring byrotation or in fixing the number of Directors to retire, but (subject to the provisions of anycontract between him and the Company he shall be subject to the same provisions asresignation and removal as the other Directors are and he shall ipso factor and immediately,cease to be a Managing Director if he ceases to hold the office of Director for any cause savethat if he. shall retire by rotation under the provisions of section 255 of the Act at any AnnualGeneral Meeting and shall be re-appointed a Director at the same meeting he shall not, byreason only such retirement, cease to be a Managing Director. Further if at any time the totalnumber of Managing Director is more than one-third of total number of Directors, theManaging Director who shall not retire shall be determined by and in accordance with theirrespective seniorities.

65. Subject to the provisions of the Section 268. 269. 309. 310 and 311 of the Act and requisitepermission/approval of Central Govt. and Share Holder the remuneration and other terms andconditions of Managing Director shall be that which is determined by the Board of Director form timeto time. The remuneration of a Managing Director may be way of monthly payment and/or for eachmeeting and/ or by way of participation in profits or by any or all these modes.

66. The managing Director shall exercise such of the powers as are exercised by the Board of Directorssave and except, those which by previous resolution passed to that effect by the Board of Directorsare to be exercised by the Board itself or such of the powers as the Company has in a generalmeeting specified to be exercisable by the Board.

The Managing Director Shall not Exercise the Power

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67. (i) To make calls on share holders in respect of moneys unpaid on the Shares in the Company.

(ii) Issue debentures, and

(iii) except as may be delegated by the Board under Section 292 of the Act invest the funds of theCompany or make loans or borrow moneys.

Dictor's fees Remuneration and Expenses

68. (i) The remuneration of the Directors shall in so far as it consists of a monthly payment bedeemed to accrue from day to day.

(ii) In addition to the remuneration payable to them in pursuance of Act, the directors shall bepaid Rs, 250/- each for every meeting of the Board attended by them and may be paid all thetravailing hotel and other expenses properly incurred by them.

(a) In attending and returning from meeting of the Board of Directors or any Committeethereof or general meetings of the company or

(b) In connection with the business of the company.

Share Qualification of Directors

69. The directors shall not be required to hold any qualification shares.

Preliminary Expenses for Incorporation of Company

70. The Board shall pay all the preliminary expenses including the Costs, charges and expenses thatmay have been incurred by the incorporation and/or promoters for the incorporation and registrationof the company.

Negotiable Receipts

71. Allcheques, promissory notes, hundies, drafts, bills of exchange and other negotiable instrumentsand all receipts for moneys paid to the company shall be signed, drawn,accepted, endorsed orotherwise executed as the case may be by such person in such manner as the Board shall from timeto time by resolution determine.

POWERS AND DUTIES OF DIRECTORS

General Power

72. The Board may exercise all such power of the Company and do all such acts and things as are not,the Act or any other Act or by the Memorandum and Articles of the Company, required to beexercised by the Company in General meeting, subject nevertheless to these Articles or to theprovision of the Act or any other Act and to such regulations or provisions, as may be prescribed bythe Company in General Meeting, but no regulation made by the Company in General Meeting, shallinvalidate any prior act of the Board which 'would have been valid if that regulation had not beenmade. PROVIDED that the Board shall not, except with the consent of the Company in GeneralMeeting :

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(a) (i) Sell, lease or otherwise dispose of the whole or substantially the whole, of theundertaking of the Company or where the Company owns more than one undertakingof the whole or substantially the whole, of any such undertaking.

(ii) Remit or give time for the repayment of any debt due by a Director.

(iii) Invest othewise than in trust securities, the mount of compensation received by theCompany in respect of the compulsory acquisition of any such undertaking as isreferred to in clauie (a) or of any premises or properties -used for any suchundertaking and without which it can not be carried on or can be carried on only withdifficulty or only after a considerable time.

(iv) Borrow moneys, where the moneys to be borrowed, together with the moneys alreadyborrowed by the Company [apart from temporary loans obtained from the Company'sbankers in the ordinary course of business) will exceed the aggregate of the paid upcapital of the Company and its free reserves that is to say, reserves for set apart forany special purposes.

(v) Contribute to charitable and other funds not directly -relating to the business of theCompany or the welfare of its employees, any amounts the aggregate of which will inany financial year, exceed fifty thousand rupees or five percent average net profits asdetermined in accordance with the provisions of Sections 349 and 350 during thethree financial years immediately preceding, which ever is greater.

(b) The Directors shall have the power to enter into joint venture/partnership trust or sucharrangement with any other party, person or Government or foreign or Indian Companiescollaborators, as they may deem fit in the curse of carrying of Company's business.

Certain Powers of Board

73. Without prejudice to the general power conferred by the Article and so as not/in any way to limit orrestrict those powers and without prejudice to the powers conferred in these Articles, but subject tothe restrictions contained in the last preceding Article, it is hereby declared that the Directors shallhave the following powers that is to say power :-

(1) The pay out of and charge to the capital account of the Company any commission or interestlawfully payable there out or chargeable there to under the provisions of Sections 76 and 208of the Act.

(2) Subject to Sections 292 and 297 of the Act, to purchase or otherwise acquire for the Companyany property, rights or privileges which the Company is authorised to acquire, all or for suchprice or consideration and on such terms and conditions as they may think if and in any suchpurchases or other acquisition to accept such title as the Directors may believe or may beadvised to be reasonably and satisfactory.

(3) As their discretion and subject to the provisions of the act, to pay for any property, rights orprivileges acquired by or services rendered to the Company, either wholly or partially, in cashor in shares, bonds, debentures. mortgages or other securities of the Company and suchshares may be issued either fully paid-up thereon as may agreed upon and any such bonds,

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debentures. mortgages or other securities may be either specifically charged upon all or anypart of the property of the Company and its uncalled capital or not so charged.

(4) To secure the fulfillment of any contract or engagement entered into by the Company bymortgage or charge of all or any of the property of the Company and its uncalled capital forthe time being or in such manner as they may think at.

(5) To accept from any member, as far as may be permissible by law, a surrender of his shares orany part thereof, on such terms and conditions as shall be agreed.

(6) To appoint any person to accept and hold in trust for the Company any property belonging tothe Company, in which it is interested or for any other purpose and to execute and do allsuch deeds and things as may be required in relation to any such trust and to provide for theremuneration of such trustee or trustees.

(7) To institute, conduct, defend, compound or abandon any legal proceedings by or against theCompany or its offices or otherwise concerning the flairs of the Company and also tocompound and allow time for payment or satisfaction of any debts due and of any claim ordemand by or against the Company and to refer any differences to arbitration and observeand perform any awards made thereon.

(8) To act on behalf of the Company in all matters relating to bankrupts and insolvents.

(9) To accept deposits for Members and the public and to make and give receipts, release andother discharged for moneys payable to the Company and for the claims and demands of theCompany.

(10) Subject to the provisions of Section 292, 293, 370 and 372 of the Act, to invest and deal withany moneys of the Company not immediately required for the purposes thereof upon suchsecurity (not being shares of this Company) or without security and in such manner as theymay think fit and form time to time to way or realise such investments. Save as provided inSection 49 of the Act, all investments shall be made and held in the Company's own name.

(11) To execute, in the name and on behalf of the Company, in favour of any Director or otherperson who may incur or be about to incur any personal liability whether as principal orsurety, for the benefit of the Company, such mortgages of the company’s property (presentand future) as they think fit and any such mortgages may contain a power of sale and suchpowers, provisions, conventants and agreements as shall be agree upon.

(12) To determine from time to time who shall be entitles to sign, on the Company's behalf, bills,notes, receipts, acceptances, endorsements, cheques, dividend, warrants, releases, contractsand documents and to give the necessary authority for such purpose.

(13) To distribute by way of bonus amongst the staff of the Company a share or shares in theprofits of the Company and to give to any officer or other person employed by the Company acommission on the profits of any particular business or transaction and to charge such bonusor commission as part of the working expense of the Company.

(14) To provide for the welfare of Directors of Ex-Directors or employees or Ex-employees of theCompany and their wives widows and families or the dependents or connections of suchpersons by building or contributing' to the building of houses, dwelling of chawls or by grant

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of money, pension, gratuities, allowances, bonus or other payments or by creating and fromtime to time subscribing or contributing to provident and other funds, associations,institutions or trusts and by providing or subscribing or contributing towards places ofinstruction and recreating, hospitals and dispensaries, medical and other attendance andother assistance as the Board shall think fit and to subscribe or contribute or otherwise toassist or to guarantee money for charitable, benevolent, religious, scientific, national or otherinstitutions or objects which shall have any moral or other claim to support or aid by theCompany, either by reason of locality or operation or of public and general utility orotherwise.

(15) Before recommending any dividend. to set aside out of profits of the Company such sums asthey may think proper for depreciation or to a Depreciation Fund or to an Insurance Fund oras a Reserve Fund or Sinking Fund or any Special Fund to meet contingencies or to repaydebentures or debenture-stock or for special dividends or for equalizing dividends or forrepairing, improving, extending, and maintaining any of properly of the Company and forsuch other purpose (including the purpose referred to in the preceding clause), as the Boardmay in their absolute description, think conductive to the interest of the Company andsubject to Section 29 of the Act, to invest the several sums or set aside or so much thereof asrequired to be invested, upon such investments (other than shares of the Company) as theymay think fit and from time to time deal with and very such investments and dispose of andapply and expend all or any part thereof for the benefit of the Company, in such manner andfor such purpose as the Board in their absolute discretion, think conductive to the interest ofthe Company, notwithstanding that the matters to which the Board apply or upon which theyexpend the same or any part thereof, may be matters to or upon which the capital moneys ofthe Company might rightly be applied or expended and to divide the Reserve Fund into suchspecial finds as the Board may think fit, with full power to transfer the whole or any portion ofa Reserve Fund or division of a Reserve Fund to another Reserve Fund or division of ReserveFund with fully power to employ the assists constituting all or any of the above funds,including the Depreciation Fund, in the business of the Company or in the purchase orrepayment of debentures or debenture-stock and without being bound to keep the sameseparate from the other assets and without being bound to pay interest on the same withpower however to the Board at their discretion to pay or allow to the credit of such fundsinterest at such rate as the Board may think proper.

(16) To appoint and at their discretion remove or suspend such senior executive (including wholetime directors), secretaries, assistants, supervisors, clerks, agents and servants forpermanent, temporary or special services as they may from time to time think fit and todetermine their powers and duties and fix their salaries or emolument or remunerations andto require security in such intense and to such amounts as they may think fit. And also fromtime to time to provide for the transaction of the affairs of the Company in any specifiedlocality in India or elsewhere in such manner as they think fit and the provisions contained inthe next sub-clauses shall be without prejudice to the general powers conferred by this sub-clause.

(17) At any time and form time to time by Power of Attorney under the Seal of the Company, toappoint any person or persons to be the Attorney or Attorneys of the Company, for suchpurpose and with such powers, authorities and discretions (not exceeding those vested in or

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exercisable by the Board under these present and excluding the power to make calls andexcluding also, except in their limits authorised by the Board, the power to make loans andborrow moneys) and for such period and subject to such conditions as the Board may fromtime to time think fit and any such appointment may (if the Board thinks fit) be made infavour of the members' or any of the members of any local Board, established as aforesaid orin favour of any company or the shareholders directors, nominees or managers of anycompany or firm or otherwise in favour of any fluctuating body of persons whether nominateddirectly or indirectly by the Board and any such power of attorney may contain such powerfor the protection or convenience of person dealing with such attorneys as the Board maythink fit.

(18) Subject to Section 294 and 297 of the Act, for in relation to any of the matters, aforesaid orotherwise for the purposes of the Company, to enter into all such negotiations and contractsand rescind and vary all such contracts and execute and do all such acts, deeds and things inthe name and on behalf of the Company as they may consider expedient.

(19) To make, vary and repeal bye laws for regulations of the business of the Company, its officersand servants.

(20) To pay the costs, charges and expenses/preliminary and incidental to the promotion,formation, establishment and regulation of the Company and to the issue of further capital.

(21) To ensure and keep insured against loss or damage by fire or otherwise for such period and tosuch extent as they may think proper, all or any of the buildings, plant, machinery, vessels,vehicles, goods, stores, produce and all other movable and immovable property of theCompany, either separately or can jointly and to assign, surrender or discontinue policies ofinsurance in pursuance of this power :

(22) To open accounts with any bank or bankers or with any company, firm or individual and topay money into and draw money from other otherwise operate any such account from time totime as they may think fit :

(23) To attach to any shares to be issued as the consideration or part consideration for anycontract with or property acquired by the Company or in payment for services rendered to theCompany, such conditions as to the transfer thereof as they think fit.

(24) To delegate all or any of the powers, authorities, discretions for the time being vested in theDirectors to any employees of the Company or to any other persons, firm or body corporate orotherwise to any fluctuating body of persons.

The Board Shall have Full Power

74. (a) To make such provisions, by the issue of the fractional certificates or by payment in cash orotherwise as it thinks fit, for the cases of shares or debentures to which they may be -entitledupon such capitalisation of (as the case may require) for the Payment by the Company ontheir respective proportions of the profits resolved to be capitalised or the amount8 remainingunpaid on their existing shares.

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AUTHENTICATION OF DOCUMENTS

Power of Authenticate Document

75. Any Director or the Secretary or any officer appointed by the Board for the purpose shall have thepower to authenticate any documents effecting the constitution of the company and any books,records, documents and accounts relating to the business of the company and to certify copiesthereof or extracts therefrom as true copies or extracts any where and books, records, documents oraccounts are else where then at the office, the local manager or the other officer of the companyhAVIng the custody thereof, shall be deemed to be a person appointed by the Board as aforesaid.

Certified Copies of Resolution of the Board

76. A document purporting to be a copy resolution of the Board or an extract from the minutes of ameeting of the Board which is certified as such in accordance with the provisions of theseArticle shallbe conclusive evidence in favor of all persons dealing with the company upon the faith thereof thatsuch resolution has been duly passed or as the case may be, that such extracts is a true andaccurate record of duly constituted meeting of the Directors.

Power of Boards to Appoint Directors

77. a. Subject to the provisions of Section 255 and 260 the Act and Article 54 the Board shall have aright to appoint Additional Directors. PROVIDED THAT the maximum strength fixed for theBoard by the Articles is not exceeded.

b. The Additional Directors shall hold office only upto the date of the annual general meeting ofthe company held next after his appointment and shall be eligible for re-appointment by thecompany as director. as that meeting subject to the provisions of the Act and the Articles.

78. The Directors of this company may be or become a Director of any other Company promoted by theCompany or in which he may be interested as a vendor, shareholder or otherwise and no suchdirector shall be accountable for any benefits received as a Director or member of such companyexcept in so far as Section 309(6] or Section 314 of the Act may be applicable.

Directors' Power to fill Causal Vacancies

79. Subject to the provisions of section 262 and 264 the Board shall have power at any time and fromtime to time to appoint any other qualified person to be a Director to fill a casual vacancy. Anyperson so appointed shall hold office only upto the date upto which the Director in whose place he isappointed would have held office if it had not been vacated by him.

Alternate Director

80. a. In the event of nay Director herein after called the original Director is to remain absent for aperiod of not less than 3 months from the state in which meeting of the Board are ordinarilyheld then the Board may appoint on alternate Director to Act in his absence.

b. An alternate director appointed under clause (a) above shall not hold office a such for a periodlonger than that permissible, to the original Director in whose place he has been appointedand shall vacate office if and when the original Director returns to the State in whichmeetings of the Board are ordinarily held.

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c. If the term of office of the original Director is determined before he so returns to the states asaforesaid then in that event alternate Director appointed in place of the original Director shallalso cease to be Director.

Conditions under Which Directors may Contract with Company

81. Subject to the provision of Section 297 of the Act, a Director shall not be disqualified fromcontracting with the Company either as vendor, purchase or otherwise for goods material or servicesor for underwriting the subscription of any shares in or debentures of the Company nor shall anysuch any contract or arrangement entered into by or on behalf of the Company with a relative ofsuch Director or a firm in which such Director or relative is a partner or with any other partner insuch firm or with a private Company of which such Director is a member or Director be avoided norshall any Director so contracting or being such member or so interested be liable to account to theCompany for any profit realised by any such contract or arrangement by reason of such Directorholding office or of the fiduciary relation thereby established.

Disclosure of a Director's Interest

82. Every Director who is in any way, whether directly or indirectly, concerned or interested in acontractor arrangement entered into or to be entered into between the Company and any otherCompany, where any of the Directors of the Company of two or more of them together holds or holdnot more than two percent of the paid up shares capital in the other company shall disclose thenature of the concern or interest at a meeting of the Board as required by Section 299 of the Act. Ageneral notice, renewable in the last month of each financial year of the company, that a Director is aDirector or a member of any specified body corporate or is a member of any special firm and is toregarded concerned or interested in any subsequent contract or arrangement with that bodycorporate or firm shall be sufficient disclosure of concern or interest in relation to any contract orarrangement so made and, after such general notice, it shall not be necessary to give special noticerelating to any particular contract or arrangement with such body corporate or firm. provided suchgeneral notice is given at a meeting of the Board, that the Director concerned takes responsible stepsto secure that it is brought up and read at the first meeting of the Board after it is given. EveryDirector shall be bound to give and from time to time renew a general notice as aforesaid in respect ofall bodies corporate of which he is a Director or member and of all firms of which he is a member.

Discussion and Voting by a Director Interested

83. No Director shall, as a Director, take any part in the discussion of or vote on any contract orarrangement in which he is in any way whether directly or indirectly concerned or interested norshall his presence count for the purpose of forming a quorum at the time of such discussion or vote.This prohibition shall not apply to:

a. Any contract of indemnity against any loss which the Director or any of them may suffer byreason of becoming or being sureties or surety for the Company ; or

b. Any contract or arrangement entered into or to be entered into by the Company with a publiccompany or with a private Company, which is subsidiary of a public company, in which theinterest of the Director consist soley in his being a Director consists soley in his being aDirector of such company and the holder of shares not exceeding a number of value as isrequisite to qualify him for appointment as a Director thereof, he hAVIng been nominated as

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such Director by the Company or in his being a member of the Company holding not morethan two percent of the paid up share capital of the company.

Directors to Act Diligently

84. The Directors shall dully comply with the provisions of the Companies Act. 1956 or any statutorymodification thereoffor the time being in force and in particular with the provisions in regard to theregistration of the particulars or mortgages and charges effecting the property of the Company, orcreating by it and to keeping a register of Companies, an annual list of members and a summery ofparticulars relating thereto and notice of any consolidation or increase of shares capital, copies ofspecial and extra ordinary resolutions and a copy of the register if Directors and notifications ofachange therein.

PROCEEDING OF THE BOARD OF DIRECTORS MEETING

Meeting of Directors

85. The Directors may meet together as a Board .for the dispatch of business from time to time and shallso meet at least once in every three calendar months and at least four such meetings shall be held inevery year. The Directors may adjourn and otherwise regulate their meeting as they think fit.

Notice of Director Meeting

86. a. Unlessotherwise agreed to by Directors appointed by promoters. Government (Central orState], any company authority or any other person or their alternates, written notice of everymeeting of the Board shall be received at least two days in advance there of by every Director.

b. Every notice convening a meeting of the Board of Directors shall set out the agenda businessto be transacted there-act full and sufficient detail and no item of business shall betransacted at such meeting unless the same has been stated in full and sufficient detail in thesaid notice convening the meeting. PROVIDED that with the unanimous constant of all thedirectors present, any item of business not included in the agenda can be transacted at themeeting.

Quorum at Board Meeting

87. Subject to section 287 of the Act, the quorum for a meeting of the Board of Director shall be one-third of its total strength (any fraction contained in that one-third being rounded off as one) or twoDirectors whichever is higher PROVIDED that where at any time the number of interested Directorsexceeds or is equal to two-third of the total strength, the number of the remaining Directors, that isto say, the number of Directors who are not interested, present at the meeting being not less thantwo, shall be the quorum during such time.

Adjournment Meeting for Want for Quorum

88. If a meeting of the Board could not be held for want of a quorum, then the meeting shallautomatically stand adjourned to the same day, place and time in the next week, unless otherwisedecided by the Directors present.

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Board Meeting How Convened

89. A Director may at any time and the Secretary, upon the request of a Director, shall convene ameeting of the Board by giving a notice in writing to every Director as provided in Article 77.

Chairman

90. The Board shall appoint as chairman of its meeting one of the Directors and shall determine theperiod for which he is to hold office.

Chairman to Preside at all Meetings

91. a. The Chairman shall preside at all meetings. If at any time the Chairman is not present at thetime appointed for holding, themeeting, the Directors present shall choose one of their numberto be the Chairman of such meeting.

b. The Chairman of the meeting shall have second or casting vote' in respect of thematters to bethe decided by the Board.

Question at Board Meeting how to be Decided

92. Questions arising at meeting of the Board of Directors shall be decided by a majority vote of theDirectors present and entitled to vote there at.

Power of Board Meeting

93. A meeting of the Board for the time being at which a quorum is present shall be competent toexercise all or any of the authorities, powers and discretions which by or under the Act of the Articlesof the Company are for the time being vested in or exercised by the Board.

Directors Appoint Committee of Board

94. Subject to the restrictions contained in Section 299 of the Act, the Board may delegate any of theirpowers to Committees of the Board and the Board may,formtime to time, revoke and discharge anysuch committee of the Board either wholly or in part and either as to persons or purpose, but everycommittee of the Board so formed shall on exercise of powers so delegated conform to any regulationsthat may, form time to time, be imposed on it by the Board. All acts done by any such Committee ofthe Board in conformity with such regulations and in fulfillment of the purpose of their appointmentbut not or otherwise, shall have the like force and affect as if done by the Board.

Other Committee

95. The Board may appoint other committees consisting of members or other persons or any directors,members and other persons and delegates any of their powers and from time to time revoke anddischarge such committees, either wholly or in part and either as to persons or purpose and thecommittee so formed shall in the exercise of powers so delegated conform to any regulations, thatmay, from time to time, empowered on it by the Board.

Question at Meeting of Committee how Decided

96. Questions arising at any meeting of the Committee of the Board or other Committees shall, bedecided by a majority vote of the members of such Committee present and entitled to vote thereat.

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Meeting of Committee how to be Governed

97. The meeting and proceedings of any such Committee of the Board consisting of two or otherCommittees, members shall be governed by the provisions herein contained for regulating themeeting and proceedings of the Directors.

Resolution by Circulation

98. No resolution shall be deemed .to have been duly passed by Board or by a Committee thereof bycirculation, unless the resolution has been circulated in draft, together with the necessary papers, ifany, to all the Directors, (including alternate Directors) or to all the members of the Committee of theBoard, as the Case may be then in India (not being less in number then the quorum fixed for ameeting of the Board or Committee, as the case may be) and to all other Directors or members ofCommittee at their usual address in India and has been approved by a majority of them as are thenin India and entitled to vote on the resolution.

Act of Board or Committee valid Notwithstanding Defect in Appointment

99. All acts done by any meeting of the Board or by a Committee of the Board or by person acting as aDirector shall notwithstanding that it shall afterwards be discovered that there was some defect inthe appointment of such Director or persons acting as aforesaid or that they or any of them weredisqualified or had vacated office or that the appointment of any of them had been terminated byvirtue of any provisions contained in the Act or these Article, be as valid as if every such person hadbeen duly appointed and was qualified to be a Director and had not vacated his office or hisappointment had not been terminated: PROVIDED, that nothing in this Articles shall be deemed togive validity to acts done by a Director after his appointment has been shown to the Company to beinvalid or to have determined.

Minutes or Proceedings of Meeting of the Board

100. a. The Company shall cause minutes of all proceeding of every meeting of the Board andCommittee thereof to be kept by making, within thirty days, of the conclusion of every suchmeetings entries thereof in books kept for that purpose with pages consecutively numbered ofall resolutions and proceedings of all meetings of the Company and of the directors ofcommittee of Directors.

b. Each page of every such book shall be initialed or signed and the last page of the record ofproceedings of each meeting in such book shall be dated and signed by the chairman of thesaid meeting or the chairman of the succeeding meeting.

c. In no case the minutes of proceedings of a meeting shall be attached to any such book asaforesaid by pasting or otherwise unless permitted under law.

d. The minutes of each meeting shall contain a fair and correct summary of the proceedingsthere at.

e. The Minutes shall also Contain :

(i) The names of the Directors present at the meeting ; and

(ii) In the case of each resolution passed at the meeting, the names of the Directors, ifany, dissent from or not concurring with the resolution.

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f. Nothing contained in sub-clauses (d) to (e) shall be deemed to require the inclusion in anyminutes of any minutes of any matter, which in the opinion of the Chairman of the meeting :-

(i) Is or could reasonably be regarded as defamatory of any person ; or

(ii) is irrelevant or immaterial to the proceeding; or

(iii) is detrimental to the interest of the Company. The Chairman shall exercise anabsolute discretion regard to the inclusion or any matter in the minutes on thegrounds specified in this sub-clause.

g. Minutes of meeting kept in accordance with the aforesaid provisions shall be conclusiveevidence of the proceeding recorded therein.

h. Every director present at any meeting of the Directors or Committee of Directors shall sign hisname in book/register to be kept for that purpose.

ManagementOutsideIndia

101. Subject to the provisions of the Act, the Board may from time to time provide for the management ofthe affairs of the company outside India in such manner as it shall think fit.

102. The Company may exercise the power conferred by Section 50 of the Act with regard to hAVIng anOfficial Seal for use abroad and such power shall be vested in the Board and the Company maycause to be kept in any State or Country outside India, as may be permitted by the Act, a ForeignRegister of Members or Debentures holding residents in any such State of Country and the Boardmay from time to time make such regulations not being inconsistent with the provisions of Sections157 and 158 of the Act and the Board may, from time to time, make such provisions as it may thinkfit relating thereto and may comply with the requirements of any local law and shall in any casecomply with the provisions of Section 157 and 158 of the Act.

Board may Act Notwithstanding Vacancy

103. The continuing Directors may act notwithstanding any vacancy in Board, but if and so long as theirnumber is reduced below the quorum fixed by the Act for a meeting of the Board, the continuingDirector or Directors may act for the purpose of increasing the number of Directors to that fixed forthe quorum or of summoning a General Meeting of the Company but for not other purpose.

SECRETARY

Secretary

104. Subject to Section 383 A of the Companies Act, 1956,a Secretary may be appointed by the Board forsuch term, at such remuneration and upon such conditions as it may think fit and any secretary soappointed may be removed by the Board.

105. Subject to the provision of Section 314 of the Act, a Director may be appointed as a Secretary.

106. Subject to provision of the Act or these Articles requiring or authorising a thing to be done by aDirector and the Secretary shall not be satisfied by its being done by the same person action both asDirector and as or in place of the Secretary.

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THE SEAL

Custody of Seal

107. i. The Board shall provided for the safe custody of the Seal.

ii. Subject to the provisions of the Companies (issue Share Certificate) Rules, 1960 the Seal ofthe Company shall not be affixed to any instrument except by the authority of and resolutionof the Board and except in the presence of at least on Director who shall sign everyinstrument to which the seal of the Company is so affixed in his presence.

DIVIDENDS AND RESERVES

Declaration of Dividend

108. The Company in General meeting may declare dividends but not dividend shall exceed the amountrecommended by the Board and the Company in general meeting declare smaller dividend.

a. Subject to the provisions of the Section 205 of the Act no dividend shall be declared and paidfor any financial year except out of the profit of the company or out of the moneys provided bythe Central Government or State Government for payment of dividend in pursuance of anyguarantee given by such Government and no dividends shall carry interest as against thecompany.

b. Nothing contained in these Articles shall be deemed to affect in any manner the operation ofSection 208 of the Act.

Interim Dividend

109. The Board may from time to time pay to the members such interim dividends as appears to it to bejustified by the profits of the Company.

Reserve

110. a. The Board may before recommending any dividend set aside out of the profits of the Companysuch sums as it thinks proper as a reserve or reserves which shall at the discretion of theBoard, be applicable for any purpose to which the profits of the Company may be properlyapplied including a provision for meeting contingencies or for equalising dividends andpending such application may at the like discretion, either be employed in the business of theCompany or be invested in such investment (other than shares of the Company) as the Boardmay from time to time think fit.

b. The Board may also carry forward any profits which it may think prudent not to divide,without setting them aside as a reserve.

c. No unclaimed or unpaid dividend shall be for feited by the The Board.

111. (i) All dividends shall be declared and paid according to the amounts paid or credited as paid onthe shares in respect whereof the dividend is paid but if and so long as nothing is paid uponany of the shares in the Company, dividends may be declared and paid according to theamounts of the Shares.

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(ii) All dividends shall be apportioned and paid proportionately to the amounts paid or creditedas paid on the shares during any portion or portion of the period in respect of which thedividend is paid but if any share is issued on terms providing that it shall rank for dividend asfrom particular date such share shall rank for dividend accordingly.

Debt may be deducted from dividend

112. The Board may deducted from any dividend payable to any member all sums ofmoney. if any,presently payable by him to the Company on account of calls or otherwise in relation to the shares ofthe Company.

113. (i) Any General Meeting declaring a dividend or bonus wholly or partly by the distribution ofspecific assets; the Board shall give effect to the resolution of meeting.

(ii) Where any difficulty arises in regard to such distribution the Board may settle the same as itthinks expendient and in particular may issue fractional certificates and fur the value fordistribution of such specific assets or any part thereof and may determine that cash paymentshall be made to any members upon the footing of the value so fixed in order to adjust theright of all parties and may vest any such specific assets in trustees as may seem expendientto the Board.

Payment by Post

114. a. Any dividend, interest or other money payable in cash in respect of shares may be paid byCheques or warrant sent through the post direct to the registered address of the holder or inthe case of joint holders who is ht named on the register of members or to such address asthe holder or joint holder may in writing direct.

b. Every such cheque or warrant shall be made payable to the order of the person to whom it issent.

c. The Board may retain the dividend payable upon any shares in respect of which any person isunder the Transmission Clause entitled to become a member or which any person under thatclause is entitled to transfer, until such person shall become a member in respect of suchshares or shall duty transfer the same.

Dividends to Members Registered jointly

115. Any one or two or more joint holders of a share may give effectual receipt for any dividends, bonus orother moneys payable in respect of such shares.

Notice of Dividend

116. Notice of any dividend that may have been declared shall be given to the person entitled to sharethere in the manner mentioned in the Act.

No Interest on Dividend

117. No Dividend shall bear interest against the Company.

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ACCOUNTS

Accounts

118. a. The Company shall keep and maintain such books of accounts and other records as may berequested in respect of its (Company's) business, affairs and operation showing all suchparticulars as may be specified by it.

b. The Board shall form time to time determine whether and to what extent and at what timeand places and under what conditions or regulations the accounts and books of the Companyor any of them shall be made available for the inspection of members not being Directors.

c. No members (not being a Director) shall have any right of inspection any account of books ordocuments of the Company except as conferred by law or authorised by the Board or by theCompany in general meeting.

CAPITALISATION OF PROFITS

Capitalieation of Reserves

119. a. The Company in general meeting may. upon the recommendation of the Board resolve :

(i) That it is desirable to capitalise any part of the amount for the time being standing tothe credit of any of the Company's reserve account or otherwise available fordistribution and

(ii) That such sum be according set free for distribution in the manner specified in clause(2) amongst the members who would have been entitled thereto, if distributed by wayof dividend and in the same proportions.

b. The sum aforesaid shall not be paid in cash but shall be used either in or towards

(a) Paying up any amounts for the time being unpaid on any shares held by suchmembers respectively.

(b) Paying up in full, in issues shares or debentures of company to be allotted anddistributed credited as fully paid up to and amongst such member in the proportionaforesaid or;

(c) Partly in the way as specified in sub-clause (a) and partly in that specified in sub-clause (b).

(d) A share premium account and a capital reduction reserve fund may. for the purpose ofthis regulation only be applied in the paying up of unissued to members of theCompany as fully paid bonus shares.

c. The Board shall give effect to the resolution passed by the Company in pursuance of thisresolution.

120. Whenever such a resolution as aforesaid shall have been passed the Board shall;

(a) Make all appropriations and applications of the undivided profits resolved to be capitalisedthereby and all allotments and issue of full paid shares or debentures, if any and

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(b) Do all acts and things required to give effects thereto.

AUDIT

Accounts to be Audited Annually

121. Once atleast in every year the books of accounts of the Company shall be examined by one moreAuditor or Auditors.

First Auditors Sec. 224(5)

122. The first Auditor or Auditors of the Company shall be appointed by the Board within on month of thedate of incorporation of the Company and the Auditors or Auditor so appointed shall hold office untilthe conclusion of the first annual general meeting of the Company.

Appointment and remuneration of Auditors

123. The Company at each annual general meeting shall appoint an Auditor or Auditors to hold officeuntil the next Annual General Meeting and their appointment, remuneration. rights and duties shallbe regulated by Section 224 to 227 of the Act.

Of Branch Office of Company Audit of Accounts

124. Where the Company has a branch office the provisions of Section 288 of the Act shall apply.

Right of Auditor to Attend General Meeting

125. Allnotice of and other communications relating to any general meeting of the Company whichmember of the Company is entitled to have sent to him shall also be forwarded to the Auditors of theCompany and the Auditor shall be entitled to attend any general meeting and. to be heard at anygeneral meeting which he attends on any of the business which concerns him as Auditor.

Auditors Report to be Read

126. The Auditors Report shall be read before the Company in general meeting and shall be open toinspection by any of the member of the Company.

When Accounts to be Adopted Section 210

127. Every Balance Sheet and Profit and Loss Account of the Company when audited shall be laid beforethe Company in Annual General Meeting as provided in Section 210 of the Act.

SERVICE OF NOTICES AND DOCUMENTS

How notice to be Served on Member Section 53

128. A notice or other document may be given by the Company to any member either personally or bysending by post to him to his registered address or [if he has not registered address in India) to theaddress, if any within India supplied by him to the Company for the given of notice tohim.

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Service By Post

129. (i) Where a notice or other document is sent by post:

(a) Service thereof shall be deemed to be effected by properly addressing prepaying andposting a letter containing the notice or document provided that where member hasintimated to the company in advance that notices documents should be sent to himunder a certificate of posting or by registered post with or without acknowledgmentdue.

(b) Such service shall be deemed to have been affected at the expiration of forty-eighthours after the letter containing the notice is posted.

(ii) If a member has no registered address in India and has not supplied to the Company anaddress within India for the giving of notice to him a notice advertised in a newspapercirculating in the neighborhood of the registered office of the company shall be deemed to beduly given to him on the day on which the advertisement appears.

(iii) A notice may be given by the Company to the Joint holders of a share by giving the notice tothe joint holders named fist in the register in respect of such share.

(iv) A notice may be given by the Company to the persons entitled to a share in consequence ofthe death or insolvency of a member by sending it through the post in a prepaid letteraddressed to them by name or by the title or representative of the deceased or assignees ofthe involvent or by any like description of the address (if any) in India supplied for thepurpose by persons claiming to be so entitled or (until such an address has been so supplied)by giving notice in any manner in which the same might have been given if the death ofinsolvency had not occurred.

(v) Any notice requested to be given by the Company to the member or any of them and notexpressly provided for by these presents shall be sufficiently given by advertisements in anewspaper circulating in the place where the registered office of the Company is situated.

(vi) The signature to any notice be given by the Company may be written or printed orlithographed or photostat.

RECONSTRUCTION

Reconstruction

130. On any sale of the undertaking of the Company the Board or the Liquidators on a winding-up may, ifauthorised by a special Resolution, accept fully paid or partly paid-up shares, debentures orsecurities of any other company whether incorporated in India or not, either then existing or to beformed for the purchase in whole or in part of the property of the Company and the Board (if theprofits of the Company permit) or the Liquidators (in a winding-up) may distribute such shares orsecurities or any other property of the company amongst the members without realisation or vest thesame in trustees for them and any Special Resolution may prodded for the distribution orappropriation of the cash, shares or other securities, benefit or property otherwise than inaccordance with the strict legal rights of the members of contributories of the Company and for the

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valuation of any such securities or property at such price and in such manner as the meeting mayapprove and all holders of shares shall be bounded to accept and shall be bound by any valuation ordistribution so authorised and waive all rights in relation there to, save only in case the Company isproposed to be or is in the cours of being wound up, such statutory rights (if any) under Section 494of the acts as are incapable of being varied or excluded by these Articles.

SECRECY

131. Every Director, Manager, Secretary, Trustee of the Company is entitled to enter upon the property ofthe company or to inspect or examine any agent, accountant or the person employed in our or aboutthe business of the Company shall, if so required by the Board before entering upon his duties sign adeclaration pledging himself to observe a strict secrecy respecting all transactions of the Companywith its customers and the state of Accounts with individuals and in matter relating there to andshall by such declaration pledge himself not to reveal any of the matters which may come to hisknowledge in the discharge of his duties except when required so to do by the Board or by a Court oflaw and except so far as may be necessary in order to comply with any of the provisions in theseArticles contained.

132. No Member to Enter the Premises of the Company Without Permission :

a. No member or other persons (not being a Director) shall be entitled to enter upon the propertyof the Company or to inspect or examine the premises or properties of the Company withoutthe permission of the Board or, to require discovery of or anyinformation, respecting anydetails of the trading of the Company or any matter which is or may be in the nature of atrade secret, mystery of trade or secret process or of any matter whatsoever which may relateto the conduct of the Company and which in opinion of the Board it will be in expendient inthe interest of the Company to communicate.

b. Any agreement made under such authority shall be effective and binding on all suchmembers.

WINDING UP

Distribution of Assets of Specie

133. a. If the Company shall be woundedup, the Liquidators may with the section of a specialresolution of the Company of assets of and any other sanction required by the Act, dividespecie amongst the members in specie of kind, the whole or any part ofthe assets of theCompany whether they shall consider of property of the same kind or not.

b. For the purpose aforesaid, the Liquidator may set aside value as he deems fair upon anyproperty to be divided as aforesaid and may determine how such division shall be carried outas between the member of different classes of members.

c. The liquidator, may with the like sanction vest any part of the assets of the Company intrustees upon such trust for the benefit of the contributories as he think fit but so that nomember shall be compelled to accept any shares or other securities where on there is anyliability.

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INDEMNITY

134. Every officer or agent for the time being of the Company shall be indemnified out of the assetsof the Company against any liability incurred by him in defending any proceedings, whether civil or criminalin which judgment is given in his favour or in connection with any application by the Court.

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SECTION IX - OTHER INFORMATION

MATERIAL DOCUMENTS FOR INSPECTION

The copies of the following documents will be available for inspection at the Registered Officefrom10.00 am to 3.00 pm on Working Days

1. Certificate of Incorporation of the Company and Certificate of Commencement of Business of theCompany.2. Memorandum and Articles of Association of the Company as amended from time to time.3. Copies of Annual Report of the Company for the last five years.

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XI.DECLARATION

No statement made in this Information Memorandum contravenes any of the provisions of theCompanies Act, 2013 to the extent applicable and the provisions of the Companies Act, 1956, if any,applicable and the rules made there under. All the legal requirements connected with the said issueas also the guidelines, instructions etc. issued by SEBI, Government and any other competentauthority in this behalf have been duly complied with.

All the information contained in this document is true and correct.

Yours Faithfully,

For and on behalf of the board of directors of,AVI POLYMERS LIMITED

Managing DirectorMansukh PatelDIN :00162160

Place: AhmedabadDate: 01st August, 2015

AVI POLYMERS LIMITED - Bombay Stock Exchange No. : +91 7048360390 Email Id : [email protected]...

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