Directors Report of AVI Polymers Ltd.

Mar 31, 2024

The directors take pleasure in presenting their 31^st Annual Report together with the audited financial
statements for the Year ended March 31^st, 2024. The Management Discussion and Analysis has also been
incorporated into this report.

1. Financial summary or highlights/Performance of the Company

Particulars	Year Ended	Year Ended
	31.03.2024	31.03.2023
	Rs. In Lakhs	Rs. In Lakhs
Profit before Finance costs,	3.87	16.80
Depreciation and Amortization Expenses
Less:
Finance Cost	(0.02)	(0.01)
Depreciation and Amortization expenses	(0.68)	(0.68)
Profit before Exceptional item and Extraordinary Item	3.17	16.11
Exceptional Item	0	0
Extraordinary Item	0	0
Provision for taxation:
Current tax	0	0.50
Less: MAT Credit entitlement	0	0
Deferred tax	0.80	3.56
Profit/(Loss) for the period	2.36	11.80

2. Performance Review

During the financial year company has reported total revenue of Rs. 87.73 lakhs as against the total
revenue of Rs. 403.22 lakhs in the previous year. Net profit of the company during the current
financial year stands at Rs.2.36 lakhs as against profit of Rs. 11.80 lakhs in the previous year.

3. Change in nature of business, If any

There was no major change in the nature of business activity of the Company during the period
under review.

4. Dividend

Directors do not recommend any dividend for the year.

5. Share capital

The issued Equity Share capital as on 31^st March, 2024 is Rs. 560.73 Lacs. During the year under
review, the Company has not issued shares with differential voting rights nor granted stock options
nor sweat equity. Paid up Equity capital of the company as on 31^st March, 2024 stands at Rs. 409.07
lakhs.

6. Transfer to Reserves

The board of directors has decided to transfer and retain entire profits to the Statement of Retained
Earnings in the Profit and Loss account.

7. Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statements in terms of Section 134(3)(c)of the
Companies Act, 2013:

i. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any.

ii. The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the company at the end of the financial year
as on 31/03/2024 and of the profit of the company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

v. The Directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.

8. Listing on Stock Exchanges

Your Company''s shares are listed on BSE Limited and Code of the Company is 539288.

9. Subsidiary, Associate and Joint Venture:

The Company does not have any subsidiary, associate and joint venture.

10. Corporate Governance

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 the provisions of corporate governance are not applicable to the company as company has not
attained the prescribed limit as mentioned hereunder:

The Corporate Governance norms shall not be mandatory for companies having paid up capital not
exceeding Rs. 10 Crores and net worth not exceeding Rs. 25 Crores as on the last day of the previous
financial year.

11. Management Discussion and Analysis Report:

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the
Stock Exchange, the Management Discussion and Analysis report form part of the Annual Report
and is annexed herewith as Annexure C.

12. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/S Jalan Alkesh& Associates, a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. No adverse comments have been made in the said report by the
Practicing Company Secretary. The Secretarial Audit Report is annexed here with as “Annexure D”.

13. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has
placed a copy of the Annual Return as at March 31, 2024 on its website at http://avipolymers.com
By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required
to provide extract of Annual Return (Form MGT-9) as part of the Board''s report.

14. Particulars of Employees:

Information required pursuant to Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014 is provided as Annexure -E to this report.

15. Declaration on Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the
Company has received individual declarations from all the Independent Directors confirming that
they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

16. Particulars of Loans, guarantees or investments

Loans and Investments, if any, provided under Section 186 of the Companies Act, 2013 are disclosed
in the notes forming part of the financial statements provided in the Annual Report. The loans and
advances mentioned in the financial statement have been given for business purpose.

No Guarantee or Security is provided for the loans availed by others.

17. Deposits

Your company has not accepted deposits from public as envisaged under Sections 73 to 76 of
Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

18. Related Party Transactions

No related party transactions had taken place during the year under review.

19. Conservation of energy, technology absorption, foreign exchange earnings and outgo.

The company has no activities relating to conservation of energy and technology absorption.

The company has no actual foreign earnings and outgo.

20. Risk Management Policy implementation

The Company has developed comprehensive risk management policy and same is reviewed by the
Audit Committee, which in turn, informs the Board about the risk assessment and minimization
procedures. Major risks identified for the Company by the management are Currency fluctuation,
Compliance, Regulatory changes, Manufacturing & Supply, Litigation, Information Technology,
Market risk, Financial risk and new capital investments return. The management is however, of the
view that none of the above risks may threaten the existence of the Company as robust Risk
mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company
in case any of these risks materialize. Since the risk control frame work is new to Indian Corporate
Culture, it is being strengthened on continuous basis.

21. Corporate social responsibility

Section 135 of the Companies Act, 2013 has imposed CSR mandate on companies having minimum
threshold limit of net worth, turnover or net profit as prescribed. Since the company does not meet

any one of these criterion, it remains outside the purview of Section 135 and consequently the
reporting requirements there under do not at present apply to us.

The company however as a responsible corporate citizen has constituted a CSR Committee on
voluntary basis. Composition of the same is furnished in Annexure- F forming part of this report.

22. Remuneration Policy

The company''s policy relating to appointment of directors, payment of managerial remuneration,
directors'' qualifications, positive attributes, independence of directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure -G and is
attached to this report.

23. Committee(s) of Board of Directors:

a. Audit Committee

The audit committee of the Company is constituted in line with the provisions of Section 177 of the
Companies Act, 2013.The details pertaining to composition of audit committee are as follows:

Sr. No.	Name of the members	Category
1.	*Mr. Dinesh Chauhan	Chairman & Non Executive Independent Director
2.	*Mr. Maulik Shah	Non Executive - Independent Director
3	**Mr. Ravi Solanki	Chairman & Non Executive Independent Director
4.	**Mr. Arpit Shah	Non Executive - Independent Director
5.	Mr. Mansukh Patel	Executive & Non Independent Director

*Ceased to be Chairman and Member of the committee from the closing business hours of 31^st
March,2024

** Appointed as chairman and Member of the Committee from 1^st April,2024.

The board has designated Ms. Monika Shah, Company secretary to act as secretary to the
committee.

During the year four committee meetings were held on 16/05/2023, 14/08/2023, 08/11/2023
and 13/02/2024 and all the committee members were present during the aforesaid meeting.

The Chairman of the Audit Committee was present at the last Annual General Meeting.

All the recommendations of audit committee were accepted by the Board.

b. Stakeholder Relationship Committee

The details pertaining to composition of the Stakeholder Relationship Committee in compliance
with section 178 of the Companies Act, 2013:

Sr. No.	Name of the members	Category
1.	*Mr. Dinesh Chauhan	Chairman & Non Executive Independent Director
2.	**Mr. Ravi Solanki	Chairman & Non Executive Independent Director
3.	Mr. Mansukh Patel	Executive & Non Independent Director
4.	Mr. Jayesh Dave	Non Executive - Independent Director

*Ceased to be Chairman and Member of the committee from the closing business hours of 31^st
March,2024

** Appointed as chairman and Member of the Committee from 1^st April,2024.

During the year one committee meetings was held on 30/03/2024 and all the committee
members were present during the aforesaid meeting.

c. Nomination And Remuneration Committee

The details pertaining to composition of the Nomination and Remuneration Committee in

compliance with section 178 of the Companies Act, 2013:

Sr. No.	Name of the members	Category
1.	*Mr. Dinesh Chauhan	Chairman & Non Executive Independent Director
2.	*Mr. Maulik Shah	Non Executive - Independent Director
3.	**Mr. Ravi Solanki	Chairman & Non Executive Independent Director
4.	**Mr. Arpit Shah	Non Executive - Independent Director
5.	Mr. Jayesh Dave	Non Executive - Independent Director

*Ceased to be Chairman and Member of the committee from the closing business hours of 31^st
March,2024

** Appointed as chairman and Member of the Committee from 1^st April,2024.

During the year one committee meetings was held on 13/02/2024 and all the committee
members were present during the aforesaid meeting.

24. Board Meetings:

During the financial year 2023-24, Nine (09) board meetings were held and the maximum interval
between any two meetings did not exceed 120 days, as prescribed under the Companies Act, 2013.

Sr. No.	Date of Meeting
1	16.05.2023
2	14.08.2023
3	04.09.2023
4	05.09.2023
5	06.09.2023

6	08.11.2023
7	13.02.2024
8	12.03.2024
9	30.03.2024

25. Separate meeting of the independent directors:

During the year under review, the Independent Directors met on 08.11.2023, without the
attendance of Non-independent Directors and members of the Management for:

i) Reviewing the performance of Non-independent Directors and the Board as a whole;

ii) Reviewing the performance of Chairperson of the Company, taking into account the views of
the Executive Directors and Non-executive Directors;

iii) Assessing the quality, quantity and timeliness of flow of information between the Company
Management and the board that is necessary for the Board to effectively and reasonably perform
their duties.

The Independent Directors expressed satisfaction on the performance of Non-Independent
Directors and the Board as a whole. The Independent Directors were also satisfied with the quality,
quantity and timeliness of flow of information between the Company management and the Board.

26. Internal Control Systems and their Adequacy

The company has an adequate system of internal financial control procedures which is
commensurate with the size and nature of business. The internal control systems including financial
control system of the company are monitored and evaluated by internal auditors and their audit
reports are periodically reviewed by the audit committee and also generally placed before the
board.

27. Disclosure under the Sexual Harassment of Women at Workplace( Prevention, Prohibition
and Redressal) Act, 2013

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
rules made there under. All employees (permanent, contractual, temporary, trainees) are covered
under this policy. The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and has not received any complaint of sexual harassment
during the financial year 2023-24.

28. Directors:

A) Changes in Directors and Key Managerial Personnel

Retirement by Rotation

Ms. Monika Shah (DIN: 07116152) Director of Company shall retire by rotation at the ensuing
Annual General Meeting and being eligible, offers herself for re-appointment.

Appointment and Resignation of Directors/Key Managerial Personnel

During the year, Mr. Dinesh Nathalal Chauhan (DIN: 00977893), and Mr. Maulik Pradipkumar Shah
(DIN: 03602814), shall cease to be an Independent Directors of the Company upon completion of 2
consecutive terms of 5 years each at the closure of business hours on 31^st March, 2024. Mr. Ravi
Shaileshbhai Solanki (DIN: 10566544) and Mr. Arpit Chandravadan Shah (DIN: 08192969)
appointed as an Independent Directors of the Company for the first term of five years commencing
from 1^st April, 2024.

There was no other changes in Key Managerial Personnel during the year under review
B) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements)Regulations,2015, the Board has carried out an annual performance evaluation of its
own performance, the directors individually as well as the evaluation of the working of its Audit,
Nomination & Remuneration and Stakeholder Relationship Committees.

29. Auditors

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s. Jain Kedia
and Sharma., Chartered Accountants, were appointed as statutory auditors of the Company from
the conclusion of the 26^th annual general meeting (AGM) of the Company held on 27^th September,
2019 till the conclusion of the 31^st Annual General Meeting

In accordance with the Companies Amendment Act, 2017, enforced on 7^th May, 2018 by the Ministry
of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every
Annual General Meeting.

The Report given by the Auditors on the financial statement of the Company is part of this Report.
There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in
their Report.

30. DETAILS IN RESPECT OF FRAUD:

During the year under review, the Statutory Auditor in their report have not reported any instances
of frauds committed in the Company by its Officers or Employees under section 143(12) of the
Companies Act, 2013

31. BOARD’S COMMENT ON THE AUDITORS’ REPORT:

The observations of the Statutory Auditors, when read together with the relevant notes to the
accounts and accounting policies are self-explanatory and do not call for any further comment.

32. COST RECORD:

As per section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit)
Rules, 2014, your Company is not required to maintain cost records.

33. Vigil Mechanism

In accordance with the requirements of the Act, read with SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has a Vigil Mechanism approved by the Board of
Directors. The objectives of the policy are:

To provide a mechanism for employees and directors of the Company and other persons dealing
with the Company to report to the Audit Committee; any instances of unethical behavior, actual or
suspected fraud or violation of the Company''s Ethics Policy.

To safeguard the confidentiality and interest of such employees/directors/other persons dealing
with the Company against victimization, who notice and report any unethical or improper practices.

To appropriately communicate the existence of such mechanism, within the organization and to
outsiders. Vigil Mechanism is available on website of the Company.

The Company confirms that no personnel has been denied access to the audit committee pursuant
to the whistle blower mechanism.

34. Code Of Conduct

The Board of Directors has already adopted the Code of Ethics and Business Conduct for the
Directors and Senior Management personnel. This code is a comprehensive code applicable to all
Directors, Executive as well as Non - executive and members of the Senior Management. The Code
has been circulated to all the members of the Board and Senior Management Personnel and
compliance of the same has been affirmed by them. A declaration given by the Managing Director is
attached as Annexure-H of the Board of Director''s Report.

The company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company and can
be accessed at http://avipolymers.com/sample-page/code-of-conduct-policy

35. Certificate from a Company Secretary in practice:

Certificate from M/s Jalan Alkesh & Associates Company Secretaries confirming that none of the
Directors on the Board of the Company have been debarred or disqualified from being appointed or
continuing as director of the companies by the SEBI/Ministry of Corporate Affairs or any such
statutory authority is enclosed as an Annexure-I.

36. Policies adopted:

The Company has adopted policies in line with SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, including policy on:

• Policy on preservation of documents (Weblink: https://avipolymers.com/policy-on-
preservation-of-documents/ )

• Policy for determination of material event or information (Weblink:
https://avipolymers.com/policy-for-determination-of-material-event-or-information/ )

• Policy on dealing with Related party transactions (weblink:
https://avipolymers.com/policy-on-dealing-with-related-party-transactions/ )

The company has also adopted policy in line with SEBI (Insider Trading) Regulations 2015, the Code
of Conduct to regulate, monitor and reporting of trading by insider. Further all policies required to
be adopted are also displayed on the website of the company namely www.avipolymers.com

37. Compliance With Secretarial Standards

Company has complied with the all applicable Secretarial Standards issued by The Institute of
Company Secretaries of India (ICSI).

38. Investor Education and Protection fund.

During the year under review company is not required to transfer any shares or amount to the
Investor Education and Protection fund.

39. Voluntary Revision of financial statements or Board Report.

During the year there was no Voluntary Revision of financial statements or Board Report.

40. Details of Application made or Proceeding pending under the Insolvency and Bankruptcy
Code 2016.

During the year under review, there were no Application made or Proceeding pending in the name
of company under the Insolvency and Bankruptcy Code 2016.

41. Details of difference between valuation amount on one time settlement and valuation while
availing loan from Banks and Financial Institutions.

During the year under review, there has been no one time settlement of Loans taken from banks
and Financial Institutions.

42. Other Disclosures:

Other disclosures required if any are either nil or not applicable.

43. Acknowledgements

The Directors gratefully acknowledge all stakeholders of the Company viz. customers, members,
dealers, vendors, banks and other business partners for the excellent support received from them
during the year. The Directors place on record their sincere appreciation to all employees of the
Company for their unstinted commitment and continued contribution to the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF

AVI POLYMERS LIMITED
CIN: L27204JH1993PLC005233

Place: Ahmedabad

Date: 04/09/2024 Mansukh Patel

Chairman and Managing Director
DIN:00162160

---

Mar 31, 2015

Dear Members,

The directors take pleasure in presenting their 22nd Annual Report together with the audited financial statements for the Year ended March 31st, 2015. The Management Discussion and Analysis has also been incorporated into this report.

1. Financial summary or highlights/Performance of the Company

Particulars Year Ended Year Ended 31.03.2015 31.03.2014 Amount (Rs) Amount (Rs)

Profit before Finance costs, 75068 61745

Depreciation and Amortization Expenses

Less:

Finance Cost 5175 5999

Depreciation and Amortization expenses 10062 2372

Profit before Exceptional item and 59831 53374

Extraordinary Item

Exceptional Item 0 0

Extraordinary Item 0 0

Provision for taxation:

Current tax 11400 0

Less: MAT Credit entitlement (11400) 0

Deferred tax 0 0

Profit/(Loss) for the period 59831 53374

Add: Balance of profit /(Loss) brought (11,993,086) (12,046,460) forward from previous year

Loss carried to the Balance sheet (11,933,255) (11,993,086)

2. Performance Review

During the year company has reported total income of Rs. 324.49 Lakhs as against the total income of Rs. 96.30 Lakhs in the previous year,Net profit of the company during the current year stands at Rs. 0.60 Lakhs as against profit of Rs. 0.53 Lakhsin the Previous year.

3. Dividend

Directors do not recommend any dividend for the year.

4. Share capital

The issued Equity Share capital as on 31st March, 2015 is Rs.560.73Lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. On 15th December, 2014 Board of directors of the company had by passing board resolution forfeited 1516600 shares on which amount of Rs. 11321250 remains unpaid. Consequent to such forfeiture paid up Equity capital of the company as on 31stMarch,2015 stands at Rs.409.07 lakhs.

5. Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of theCompanies Act, 2013:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss account of the company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

v. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. Listing on Stock Exchanges

Your Company's shares are listed on Ahmedabad Stock Exchange Limited.

7. Corporate Governance

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis, and the Auditor's Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report.

8. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs Jalan Alkesh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. No adverse comments have been made in the said report by the Practicing Company Secretary. The Secretarial Audit Report is annexed herewith as "Annexure C".

9. Extract of the Annual Return and other disclosures under Companies (appointment & Remuneration) Rules, 2014

The Extract of Annual Return in form No. MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 is annexed herewith as "Annexure D" and forms part of this report.

Further the Disclosure in the Board Report under Rule 5 of Companies (Appointment &Remuneration) Rules, 2014 is also annexed herewith as "Annexure E" and forms part of this report.

10. Declaration on Independent Directors

The Board of Directors declare that the Independent Directors Mr. Maulik Shah and Mr. Dinesh Chauhan are:

a. in the opinion of the Board, are persons of integrity and possesses relevant expertise and experience;

b. (i) who were or were not a promoter of the company or its holding, subsidiary or associate company

(ii) who are not related to promoters or directors in the company, its holding, subsidiary or associate Company;

c. Who have or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year;

d. None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company or their promoters, or directors, amounting to two percent or more of its gross turnover of total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

e. Who, neither himself nor any of his relatives -

i. holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial year immediately preceding the financial year in which he is proposed to be appointed;

ii. is or has been an employee or propriety or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of -

A. a firm of auditors or company secretaries in practice or cost auditors or the company or its holding, subsidiary or associate company; or

B. any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

iii. holds together with his relative two per cent, or more of the total voting power of the company; or

iv. is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives twenty-five percent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

f. Who possesses such other qualification as may be prescribed.

11. Particulars of Loans, guarantees or investments

Loans, Guarantees and Investments covered under Section 186 of the Companies Act,2013 form part of the notes to the financial statements provided in theAnnual Report. The loans and advances mentioned in the financial statement have been given for business purpose.

12. Deposits

Your company has not accepted deposits from public as envisaged under Sections 73 to 76 of Companies Act, 2013 read with Companies (acceptance of Deposit) Rules, 2014.

13. Related Party Transactions

No related party transaction was taken place during the year under review.

14. Conservation of Energy, technology absorption, foreignexchange earnings and outgo

The company has no activities relating to conservation of energy as technology absorption. The company has no foreign earnings as outgo.

15. Risk Management Policy implementation

The Company has developed comprehensive risk management policy and same is reviewed by the Audit Committee, which in turn, informs the Board about the risk assessment and minimization procedures. Major risks identified for the Company by the management are Currency fluctuation, Compliance, Regulatory changes, Manufacturing & Supply, Litigation, Information Technology and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialise. Since the risk control frame work is new to Indian Corporate Culture, it is being strengthened on continuous basis using the outside professional help.

16. Corporate social responsibility

Section 135 of the Companies Act, 2013 has imposed CSR mandate on companies having minimum threshold limit of net worth, turnover or net profit as prescribed. Since the company does not meet any one of these criterion, it remains outside the purview of Sec.135 and consequently the reporting requirements thereunder do not at present apply to us.

The company however as a responsible corporate citizen has constituted a CSR Committee and formulated a CSR policy. Its CSR Policy on voluntary basis is furnished in Annexure- F forming part of this report.

17. Disclosure under the Sexual Harassment of Women at Workplace( Prevention, Prohibition and Redressal) Act, 2013

The company has in place an Anti harassment policy in line with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Any complaint/ grievances from women employees are reported to Chairman and Managing Director. All employees (Permanent, contractual, temporary, trainees) are covered under the policy. There was no complaints received from any employee during the financial year 2014-15 and no complaint is outstanding as on 31/03/2015.

18. Directors:

A) Changes in Directors and Key Managerial Personnel

The Board of Directors had on the recommendation of the Nomination & Remuneration Committee appointed Mr. Karan Mishra as Chief Financial Officer on 30th September,2014.

The Board of Directors had on the recommendation of the Nomination &Remuneration Committee appointed Ms. Monika Shah as Company Secretary on 5thDecember,2014.

Mr. Govind Patel, a Non Executive Director of the Company had given resignation from the Board of Directors with effect from 9th March,2015. The Board has placed on record its appreciation for the outstanding contributions made by Mr. Govind Patel during their respective tenures of office.

The Board of Directors had appointed Ms. Monika Shah as an Additional Directors of the Company in the category of Non Independent Directors with effect from March 9,2014.

B) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

19. Auditors

M/s S. S. Dasani & CO., Chartered Accountants, retires as statutory Auditors of the company at the ensuing Annual general Meeting and is eligible for re-appointment. The company has received a certificate from the Auditors stating that their appointment is made is within the limits prescribed under the Companies Act,2013 and Rules framed there under. Members are requested to reappoint the firm as provided in the notice to them.

20. Whistle Blower Policy

In accordance with the requirements of the Act, read with Clause 49 of the Listing Agreement(s), the Company has a Whistle Blower Policy approved by the Board of Directors. The objectives of the policy are:

To provide a mechanism for employees and directors of the Company and other persons dealing with the Company to report to the Audit Committee; any instances of unethical behavior, actual or suspected fraud or violation of the Company's Ethics Policy.

To safeguard the confidentiality and interest of such employees/directors/other persons dealing with the Company against victimization, who notice and report any unethical or improper practices.

To appropriately communicate the existence of such mechanism, within the organization and to outsiders. Whistle blower policy is available on website of the Company.

The Company confirms that no personnel has been denied access to the audit committee pursuant to the whistle blower mechanism

21. Acknowledgements

The Directors gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF

Place: Ahmedabad Date: 29/05/2015

Mansukh Patel Chairman and Managing Director DIN:00162160

Dinesh Chuahan Director DIN:00977893

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the Annual Report together with the Audited statement of Accounts along with the report of auditors, for the year ended on 31st March, 2014.

1. FINANCIAL RESULTS: Year Ended Year Ended 31.03.2014 31.03.2013 Amount(Rs.) Amount(Rs.)

Profit before Finance Costs, 61745 33124

Depreciation and Amortisation Expense

Less :

Finance Costs 5999 44

Depreciation and Amortisation Expense 2372 2864

Profit before Exceptional Item and 53374 30216

Extrordinary Item

Exceptional Item 0 0

Extraordinary Item 0 0

Provision for Taxation:

-Current Tax 0 0

-Deferred Tax 0 0

Profit / ( Loss ) for the Period 53374 30216

Add: Balance of profit / ( Loss ) brought (12046460) (12076676)

forward from previous year

Loss carried to the Balance Sheet (11993086) (12046460)

DIVIDEND:

Your Directors do not recommend any dividend for the year.

OPERATION

During the year company has reported total income of Rs. 96.30 Lacs as against total income of Rs. 363.59 Lacs in the previous year, Net Profit of the Company during the Current year stands at Rs. 53,374 as against profit of Rs. 30,216/- in the previous year.

FUTURE OUTLOOK

The Company expects that market condition will improve in the coming year and perform reasonably well.

STOCK EXCHANGES:

The Company's shares are listed on Ahmedabad Stock Exchange Limited (ASE). The Company has paid necessary listing fees for the years up to 2013-14.

RESEARCH & DEVELOPMENT:

There is no Research and development activity at present.

AUDITORS:

M/s.Purushottam Khandelwal & Co., Chartered Accountants, retires as Statutory Auditors of the Company at the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a Certificate from the auditors stating that their appointment if made is within the limits prescribed under the Companies Act 2013 and rules framed thereunder. Members are requested to reappoint him.

There is no disqualification or adverse remarks made in the Auditors Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956 the Directors of the Company confirm:

a) that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

b) that such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the profit or loss of the Company for the year ended on that date;

c) that proper and sufficient care has taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a going concern basis.

DEPOSITS:

During the year Company has not accepted any deposits under Section 58-A of the Companies Act, 1956.

PARTICULARS REQUIRED TO BE FURNISHED BY THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES. 1988:

CONSERVATION OF ENERGY OR TECNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

The Company has no activities relating to conservation of energy or technology absorption. The Company has no foreign exchange outgo. The Company has earned Rs. 13,82,722/- in foreign exchange earnings.

PARTICULARS OF EMPLOYEES COVERED UNDER THE (PARTICULARS OF EMPLOYEES) RULES. 1975 :

The Company does not have any employee whose particulars are required to be reported pursuant to provision of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

COMPLIANCE CERTIFICATE :

Pursuant to provision of Section 383A of the Companies Act, 1956 the Company has obtained a compliance certificate from a Practicing Company Secretary which forms part of Directors Report.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the listing agreement the corporate governance is annexed and forms part of Directors Report.

MATERIAL CHANGES AND COMMITMENTS SUBSEQUENT TO BALANCESHEET DATE:

There are no material changes and commitments, if any, affecting the position of the Company subsequent to the Balance sheet and upto the date of the report.

APPRECIATION:

Your Directors appreciate the continued support received from the Bankers, shareholders and other stakeholders.

For and on Behalf of Board of Directors of AVI POLYMERS LIMITED Date: 27/05/2014 Place: Ahmedabad SHRI MANSUKH PATEL CHAIRMAN CUM MANAGING DIRECTOR

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Mar 31, 2013

Dear Members,

The Directors are pleased to present the Annual Report together with the Audited statement of Accounts along with the report of auditors, for the year ended on 31st March, 2013.

1.FINANCIAL RESULTS: Year Ended Year Ended 31.03.2013 31.03.2012 Amount(Rs.) Amount(Rs.)

Profit before Interest & Depreciation & 33,124 17,355

Taxes

Less :

Interest (net) 44 357

Depreciation 2,864 3,497

Provision for Taxation:

*Current Tax 0 0

*Deferred Tax 0 0

Fringe Benefit Tax 0 0

Total 2,908 3,854

Net Profit 30,216 13,501

Add. Prior Period adjustments 0 0

Net Profit After Taxation 30,216 13,501

Add: Balance of profit brought forward (12,076,676) (12,090,177) from previous year

Profit for the available for (12,046,460) (12,076,676) apropriation

Less. (1.) Proposed Dividend 0 0

(2.) Prov. For Tax on Div. 0 0

(12,046,460) (12,076,676)

Less: Transferred to General Reserve 0 0

Balance carried to Balance Sheet (12,046,460) (12,076,676)

DIVIDEND:

Your Directors do not recommend any dividend for the year.

OPERATION

During the year company has reported total income of Rs. 363.59 Lacs against total income of Rs. 1269.61 lacs in the previous year, Net Profit of Rs. 30,216/- as against Net Profit of Rs. 13,501/- in the previous year.

FUTURE OUTLOOK

The Company expects that market condition will improve in the coming year and perform reasonably well.

STOCK EXCHANGES:

The company's shares are listed on Ahmedabad Stock Exchange Limited (ASE). The company has paid necessary listing fees for the years up to 2012-13.

RESEARCH & DEVELOPMENT:

There is no Research and development activity at present.

AUDITORS:

M/s.Purushottam Khandelwal & Co., Chartered Accountants, retires as Statutory Auditors of the company at the ensuing Annual General Meeting and is eligible for re-appointment

DIRECTOR'S RESPONSIBILITY STATEMENTS

In compliance of Section 217(2AA) of the Companies Act, 1956 the Directors of the Company confirm:

a) that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

b) that such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2013 and of the profit or loss of the Company for the year ended on that date;

c) that proper and sufficient care has taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a going concern basis.

DEPOSITS:

During the year Company has not accepted any deposits under Section 58-A of the Companies Act, 1956.

PARTICULARS REQUIRED TO BE FURNISHED BY THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES. 1988:

CONSERVATION OF ENERGY OR TECNOLOGY ABSORPTION

The Company has no activities relating to conservation of energy or technology absorption.

PARTICULARS OF EMPLOYEES COVERED UNDER THE (PARTICULARS OF EMPLOYEES) RULES. 1975 :

The Company does not have any employee whose particulars are required to be reported pursuant to provision of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

COMPLIANCE CERTIFICATE :

Pursuant to provision of Section 383A of the Companies Act, 1956 the Company has obtained a compliance certificate from a Practicing Company Secretary which forms part of Directors Report.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the listing agreement the corporate governance is annexed and forms part of Directors Report.

MATERIAL CHANGES AND COMMITMENTS SUBSEQUENT TO BALANCESHEET DATE :

There are no material changes and commitments, if any, affecting the position of the Company subsequent to the Balance sheet and upto the date of the report.

APPRECIATION:

Your Directors appreciate the continued support received from the Bankers, shareholders and other stakeholders.

For and on Behalf of Board of Directors of AVI POLYMERS LIMITED Date : 27th May, 2013 Place : Ahmedabad SHRIMANSUKH PATEL MANAGING DIRECTOR

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Mar 31, 2011

Dear Members,

The Directors are pleased to present the Annual Report together with the Audited statement of Accounts along with the report of auditors, for the year ended on 31 March, 2011.

1. FINANCIAL RESULTS: Year Ended Year Ended 31.03.2011 31.03.2010 Amount(Rs.) Amount(Rs.)

Profit before Interest & Depreciation & Taxes 256,900 143,158

Less :

Interest (net) 227,949 125,845

Depreciation 4,349 5,532

Provision for Taxation:

-Current Tax 0 0

-Deferred Tax 0 0

-Fringe Benefit Tax 0 0

Total 232,298 131,377

Net Profit 24,602 11,781

Add. Prior Period adjustments 0 0

Net Profit After Taxation 24,602 11,781

Add: Balance of profit brought (12,114,779) (12,126,560) forward from previous year

Balance Profit for the available for (12,090,177) (12,114,779) appropriation

Less. (1.) Proposed Dividend 0 0

(2.) Prov. For Tax on Div. 0 0

(12,090,177) (12,114,779)

Less: Transferred to General Reserve 0 0

Balance carried to Balance Sheet (12,090,177) (12,114,779)

DIVIDEND:

Your Directors do not recommend any dividend for the year.

OPERATION

During the year company has reported total income of Rs. 529.74 Lacs against total income of Rs. 25.65 lacs in the previous year Net Loss of Rs. 120.90 lacs as against Net Profit of Rs. 121.15 lacs in the previous year.

FUTURE OUTLLOK

The Company expects that market condition will improve in the coming year and perform reasonably well.

STOCK EXCHANGES:

The company's shares are listed on Ahmedabad Stock Exchange Limited (ASE) the company has paid necessary listing fees for the year 2010-2011. Also the Company is considering listing at National Stock Exchange(NSE) shortly.

CONSERVATION OF ENERGY(TECNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company has no particulars to report details in respect of Conservation of Energy, Technology Absorption.

The foreign exchange earnings during the year was Rs. 19.24 lacs. The expenditure on account of foreign exchange during the year was Rs. 11.09 lacs.

RESEARCH & DEVELOPMENT:

There is no Research and development activity at present.

EMPLOYEES:

There are no employees to report under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees ) Rules 1975.

AUDITORS:

M/s. Ghanshyam K. Patel retiring auditors of the company are eligible for reappointment at ensuring Annual General Meeting. The company has received a certificate from the auditors stating that their appointment, if made, will be within the limits prescribed by Section 224 (IB) of the Companies Act, 1956. The Directors recommend for their reappointment.

DIRECTOR'S RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956 the Directors of the Company confirm:

a) that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

b) that such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2011 and of the profit or loss of the Company for the year ended on that date;

c) that proper and sufficient care has taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a going concern basis.

DEPOSITS:

During the year Company has not accepted any deposits under Section 5 8-A of the Companies Act, 1956.

PARTICULARS REQUIRED TO BE FURNISHED BY THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

The Company has no activities relating to conservation of energy or technology absorption. There has been no foreign exchange earning or outgo during the year under review.

PARTICULARS OF EMPLOYEES COVERED UNDER THE (PARTICULARS OF EMPLOYEES) RULES. 1975:

The company does not have any employee in the category as specified under Section 217 (2A) of the Companies Act, 1956.

COMPLIANCE CERTIFICATE .

Pursuant to provision of Section 383A of the Companies Act, 1956 the Company has obtained a compliance certificate from a Practicing Company Secretary which forms part of Directors Report.

CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the listing agreement the corporate governance is annexed and forms part of Directors Report.

MATERIAL CHANGES AND COMMITMENTS SUBSEQUENT TO BALANCESHEET DATE .

There are no material changes and commitments, if any, affecting the position of the Company subsequent to the Balance sheet and upto the date of the report.

APPRECIATION:

Your Directors appreciate the continued support received from the Bankers, shareholders and other stakeholders.

For and on Behalf of Board of Directors of AVI POLYMERS LIMITED

Date: 3 September, 2011 Place: Ahmedabad

DIRECTOR DIRECTOR

DIRECTOR