A V Thomas & Co LTD 2013

A.V.
THOMAS AND COMPANY LIMITED

ALAPPUZHA
BOARD OF DIRECTORS
Mr. AJIT THOMAS (Executive Chairman)
Mrs. LILY THOMAS
Mr. DILIP THOMAS (Vice Chairman)
Mr. RAGHU BHALE RAO
Mr. P.SHANKAR, I.A.S (Retd.)
Mr. A.D.BOPANA
AUDITORS
SURI & CO.
Chartered Accountants
BANKERS
Bank of Baroda
Corporation Bank
REGISTERED OFFICE
W-21/674, Beach Road,
Alappuzha - 688 012.
REGISTRAR & SHARE TRANSFER AGENT

Cameo Corporate Services Limited
Subramanian Building
No.1, Club House Road, Chennai - 600 002
A.V. THOMAS AND COMPANY LIMITED

Registered Office: W-21/674, Beach Road, Alappuzha-688012
NOTICE TO SHAREHOLDERS
NOTICE is hereby given that the SEVENTY EIGHTH ANNUAL GENERAL MEETING of the Company will be held at
the Registered Office, at W-21/674, Beach Road, Alappuzha-688 012, at 11.00 A.M. on Thursday, the 29th August, 2013
to transact the following business:
1. To receive, consider and adopt the Reports of Directors and Auditors and the Audited Accounts of the Company for
the year ended 31st March, 2013.
2. (a) To confirm and record the Interim Dividend at Rs.50/- per Equity Share (500%) already paid for the year ended
31st March, 2013.
(b) To declare a final dividend on Equity Shares for 2012-2013. [The Directors have recommended a final dividend
of Rs.100/- per Equity Share (1000%)]
3. To elect Director:Mr.Raghu Bhale Rao retires by rotation and he is eligible for re-election.
4. To appoint Auditors to hold office from the conclusion of this meeting until the conclusion of the next Annual
General Meeting and to fix their remuneration.
SPECIAL BUSINESS:
5. To consider and if thought fit to pass, with or without modification, the following resolution as an ORDINARY
RESOLUTION:
RESOLVED: That in accordance with the provisions of Section 262 of The Companies Act, 1956, Mr.A.D.Bopana
who was co-opted as a Director of the Company on 31st January, 2013 and who holds office up to the
date of this Annual General Meeting, be and is hereby appointed as a Director of the Company, whose
period of office shall be liable to determination by retirement of Directors by rotation.
RESOLUTION:
RESOLVED: That in accordance with the provisions of Section 262 of The Companies Act, 1956, Mr.P.Shankar who
was co-opted as a Director of the Company on 30th May, 2013 and who holds office up to the date of
this Annual General Meeting, be and is hereby appointed as a Director of the Company, whose period
of office shall be liable to determination by retirement of Directors by rotation.
RESOLUTION:
RESOLVED That consent and/or approval be and is hereby accorded by the shareholders, pursuant to the provisions
of Section 269 and other applicable provisions, if any, of The Companies Act, 1956 read together with
Part I of Schedule XIII of the said Act, (including any statutory modifications and or re-enactments
thereof for the time being in force), for the re-appointment of Chairman Mr.Ajit Thomas as a WholeTime Director of the Company and designated as Executive Chairman for a period of three years from
1st February, 2013 to 31st January, 2016, who shall not during the tenure of office as Executive
Chairman be subject to retirement by rotation and he shall not be taken into account for the purpose
of computing one third of the total number of Directors liable to retire by rotation under Section 256 of
The Companies Act, 1956.
A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

8. To consider and if thought fit to pass, with or without modification, the following resolutions as ORDINARY
RESOLUTIONS:
(i) RESOLVED That consent and /or approval be and is hereby accorded by the shareholders, pursuant to
Sections198, 309, 310 and other applicable provisions if any, of The Companies Act, 1956 read together
with Section I in Part II of Schedule XIII of The Companies Act, 1956 (including any statutory modifications
and or re-enactments thereof for the time being in force) Mr.Ajit Thomas in consideration for the
performance of his duties as a Whole -Time Director of the Company designated as Executive Chairman
during the tenure of his re-appointment from 1st February, 2013 to 31st January, 2016, be and is hereby
remunerated from this company, without entitlement to sitting fees, if any, payable to him for attending
any meetings of the Board of Directors, which shall include a Committee thereof, by way of monthly
salary as may be determined and decided by the Board from time to time within the overall ceiling
limits as prescribed under Section I in Part II of Schedule XIII of The Companies Act, 1956, together
with benefits and or perquisites like provision for use of Companys car with driver for official purposes
and provision for communication facilities at his residence for official use which shall not be included
and or considered as remuneration for the purpose of calculating the ceiling limit and contributions to
Provident and Superannuation Funds and Gratuity payable at a rate not exceeding half a months
salary for each completed year of service.
(ii) RESOLVED FURTHERThat the re-appointment of Mr. Ajit Thomas as WholeTime Director of the Company
designated as Executive Chairman and payment of remuneration to him shall be upon the terms and
conditions as set out in the agreement to be entered into between the Company and the said Mr. Ajit
Thomas, which agreement is specifically sanctioned, with the liberty and power to the Board of Directors,
at its discretion, to revise the payment of salary, within the overall ceiling limits as prescribed in
Section I of Part II of Schedule XIII of The Companies Act, 1956 and also to alter and vary from time to
time the said agreement prescribing the terms and conditions of re-appointment in such manner, the
Board of Directors may deem it appropriate and expedient and that the Board of Directors be and is
hereby authorised to do such acts, deeds and things as are considered necessary to give effect to
these resolutions without further reference to the shareholders.
Explanatory Statement as required under Section 173 of The Companies Act, 1956 in respect of the above resolutions,
is annexed.
By Order of the Board

For A.V.THOMAS AND COMPANY LIMITED
AJIT THOMAS
Executive Chairman
Chennai
30th May, 2013

NOTES:
1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his/
her stead. A proxy need not be a member of the Company.
2. The Register of Members and Share Transfer Books of the Company will remain closed from 20-08-2013 to 29-082013 both days inclusive.
3. Members are requested to notify, immediately, any change in their addresses to the Company.
4. Shareholders of the Company, may avail the nomination facility by executing the prescribed nomination form which
can be obtained from the Registered Office of the Company.
5. Companys shares are listed at the Cochin Stock Exchange Ltd., MES Dr.P.K.Abdul Gafoor Memorial Cultural
Complex, 36/1565, 4th Floor, Judges Avenue, Kaloor, Cochin-682 017 and Madras Stock Exchange Ltd., Exchange
Building, Post Box No.183, 11, Second Line Beach, Chennai-600001. The Annual Listing fee as prescribed has
been paid to the above Stock Exchanges.
6. If the final dividend as recommended by the Board of Directors is approved at the Annual General Meeting,
payment of such dividend will be made after 29-08-2013 as under:
a) To all members in respect of shares held by them in physical form as on the date of the Annual General Meeting,
after giving effect to valid transfers in respect of transfer requests lodged with the Company, Registrar & Share
Transfer Agent on or before the close of business hours on 19-08-2013.
b) To all Beneficial owners in respect of shares held in dematerialised form as per the data as may be made available
by the National Securities Depository Limited.
7. Members are requested to furnish the Bank Account details in order to enable the Company to mention the same
on the payment instrument, for distribution of dividends to the Investors.
8. Shareholders are once again informed/reminded that the Company shall be liable to transfer dividends remaining
unpaid or unclaimed for a period of seven years from the date they became due for payment to the Investor
Education and Protection Fund established by the Central Government pursuant to Section 205C (2) of The Companies
Act, 1956. Members shall not be able to claim any unpaid dividends from the said Fund or from the Company once
they are transferred. Accordingly, all unpaid/ unclaimed dividends for the years 1994-1995 to 2004-2005 and Interim
Dividend for the year 2005-2006 have been transferred to the Fund.
Final Dividend declared for the year 2005-2006 and remaining unpaid or unclaimed is liable to be transferred to the
Fund during the month of October, 2013 and the shareholders are, therefore, advised to claim immediately from the
Company the dividends, if any, for the said year remaining unpaid before they are transferred to the Fund.
All unpaid or unclaimed dividends upto the year 1993-1994 have been transferred to the General Revenue Account
of the Central Government and the shareholders, who have not encashed the dividend cheques for the period upto
1993-1994, are advised to claim the amount from the Registrar of Companies, Kerala at Ernakulam.
9. In terms of clause 49 of the Listing Agreements with the Stock Exchanges, a brief resume of directors who are
retiring by rotation and seeking re-election and Directors to be appointed at this Annual General Meeting is attached
hereto.
10. Members are requested to note that in case of transfers, deletion of name of deceased shareholder, transmission
and transposition of names,in respect of shares held in physical form,submission of attested copy of PAN CARD of
the transferee(s), surviving holder(s),legal heir(s) and joint holder(s) respectively, along with necessary documents
at the time of lodgement of request for transfer/transmission/transposition,is now mandatory.
11. EXCLUSIVE E MAIL I D FOR REDRESSAL OF INVESTOR COMPLAINTS:In terms of Clause 47 (f) of the Listing Agreement, please use the following contacts for redressal of Investor
Complaints:
EMail : avtregd1@dataone.in or avt.alapuzha@gmail.com
Compliance Officers : Mr.W.D.Nelson / Mr. R. Venugopalan.
Tel No.0477-2243624.

Explanatory Statement as required under Section 173 of the Companies Act, 1956
SPECIAL BUSINESS:
Item No.5 of the Notice:
Mr.A.D.Bopana was co-opted as a Director of the Company on 31st January, 2013 in the casual vacancy caused by the
resignation of Director Mr.K.Bhagavatheeswaran. Under Section 262 of The Companies Act,1956, Mr.A.D.Bopana shall
hold office only till the date of the forthcoming Annual General Meeting. Mr.A.D.Bopana has filed with the Company his
letter of consent to act as a Director of the Company if appointed. The Board considers that his appointment as a
Director will be in the interest of the Company.
The Company has received a Notice in writing from a Member, with the requisite deposit, proposing the candidature of
Mr.A.D.Bopana for the office of the Director under the provisions of Section 257 of The Companies Act,
1956.Mr.A.D.Bopana is interested in the resolution. None of the other Directors are concerned or interested in the
resolution.
The Directors recommend the resolution as set out in Item No.5 of the notice for approval of the shareholders.
Item No.6 of the Notice:
Mr.P.Shankar was co-opted as a Director of the Company on 30th May, 2013 in the casual vacancy caused by the death
of Director Mr.L.D.Oliver. Under Section 262 of The Companies Act, 1956, Mr.P.Shankar shall hold office only till the
date of the forthcoming Annual General Meeting. Mr.P.Shankar has filed with the Company his letter of consent to act as
a Director of the Company if appointed. The Board considers that his appointment as a Director will be in the interest
of the Company.
The Company has received a Notice in writing from a Member, with the requisite deposit, proposing the candidature of
Mr.P.Shankar for the office of the Director under the provisions of Section 257 of The Companies Act, 1956. Mr.P.Shankar
is interested in the resolution. None of the other Directors are concerned or interested in the resolution.
The Directors recommend the resolution as set out in Item No.6 of the notice for approval of the shareholders.
Item Nos.7 and 8 of the Notice:The tenure of office of Mr.Ajit Thomas who was appointed as Executive Chairman of the Company for a period of three
years from 1st February, 2010 as approved by the shareholders at the 75th Annual General Meeting held on 8th September,
2010, has ended on 31st January, 2013.
The Board of Directors at their Meeting held on 31st January, 2013 after taking into account the substantial business
growth achieved by the Company during the tenure of Mr.Ajit Thomas as Executive Chairman and in order to sustain the
business growth achieved by the Company, decided to re-appoint Mr. Ajit Thomas as the Executive Chairman of the
Company for a period of three years from 1st February, 2013 to 31st January, 2016.
The Board of Directors of the Company also approved payment of remuneration to Mr. Ajit Thomas in consideration for
the performance of his duties as Whole-Time Director of the Company designated as Executive Chairman within the
overall ceiling limits of remuneration as prescribed in Section I in Part II of Schedule XIII of The Companies Act, 1956.
The Board of Directors had proposed the following remuneration payable to the Executive Chairman Mr. Ajit Thomas
until otherwise re-determined by the Board, without entitlement to the sitting fees payable to him for attending any
meetings of the Board of Directors, which shall include a committee thereof.

1) Salary from 1st February,2013: Rs.50,000/- (Rupees Fifty Thousand only) per month.
2) Perquisites and other benefits:
a) Contribution to Provident Fund at 12% (Twelve percent) of the monthly salary in accordance with the Rules of
the Company and are in force, or at the rate as specified by the statute from time to time.
b) Contribution to Superannuation Fund at the rate of 15% (Fifteen Percent) of the monthly salary, in accordance
with the Rules of the Company as are in force, or at the rate as specified by the statute from time to time.
c) Gratuity payable at a rate not exceeding half-a-months salary for each completed year of service, subject to
the monetary ceiling limit as may be prescribed by the statute from time to time.
3) Provision for use of Companys car with driver for official purposes.
4) Provision for communication facilities at his residence for official use.
After the resolutions are passed by the shareholders, the Company shall enter into an Agreement with the Executive
Chairman, incorporating therein the respective terms and conditions of re-appointment and discharge of functions
and responsibilities and for payment of remuneration to him.
A copy of the draft Agreement to be entered into by the Company with the Executive Chairman is available for
inspection during office hours on any working day at the Registered office of the Company.
The Explanatory Statement together with the accompanying Notice may be construed as Abstract of the terms of
re-appointment and memorandum of interest pursuant to Section 302 of the Companies Act, 1956.
Mr.Ajit Thomas is interested in the resolutions relating to his re-appointment and to the extent of managerial
remuneration payable to him. Directors Mrs.Lily Thomas and Mr.Dilip Thomas are interested in the resolutions
being related to Mr. Ajit Thomas. No other Director of the Company is concerned and/or interested in the resolutions.
The Directors recommend the resolutions as set out in Item Nos. 7 and 8 respectively of the Notice for approval of
the shareholders.

For A.V.THOMAS AND COMPANY LIMITED
AJIT THOMAS
Executive Chairman
Chennai
30th May, 2013

Information of Directors retiring by rotation seeking re-election and Directors to be
appointed at this Annual General Meeting.
(Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges).
Name
Mr.Raghu Bhale Rao,
Age
82 years,
Qualifications
Masters Degree in Political Science & M B A

(Management) Degree from Columbia
University, New York.
Experience
Retired Business man and was dealing in

Manufacture of Auto Parts, manufacture of
Nylon yarn into fishnet twine and fish nets.
Name
Mr.P.Shankar
Age
69 years
Qualifications
M.A.(Economics)
Expertise
Mr.P.Shankar, retired as Central Vigilance Commissioner of India in

September, 2006. He joined the Indian Administrative Service in 1966 after
acquiring a post graduate degree in Economics from Vivekananda College
of the Madras University. In the course of a distinguished career, he served
as the Chief Secretary, Government of Tamil Nadu (2001 02) and as
Secretary, Government of India in the Department/Ministries of Heavy Industry
Sugar, Food & Public Distribution and Petroleum. He has rich experience in
the field of Industrial management and administration. His tenure as Chairman
and Managing Director of Tamil Nadu Industrial Infrastructure Development
Corporation (1992 94) saw the setting up of the Perundurai and
Gangaikonda Industrial Areas and the Tirupur Infrastructure Development
initiative. He was also Secretary to Government in the Industries Department
in Government of Tamil Nadu (1987 89). He was Chief Executive of the
Salem Co-operative Sugar Mills (1969 71) and Joint Director of Industries
and Commerce (1972 -73) in charge of small-scale industries and Industrial
co-operatives.
A significant part of his service years were spent in the Textiles sector. Among
the various assignments held by him were Managing Director, Tamil Nadu
Textile Corporation (1971-72), Director of Handlooms and Textiles, Tamil
Nadu (1974 78), Additional Development Commissioner of Handlooms,
Govt. of India (1979 80), General Manager, Handicrafts and Handlooms
Export Corporation of India (1982 86) and Joint Secretary, Ministry of
Textiles, Govt. of India (1989 91). In his last Assignment he was also the
Textiles Negotiator in the Uruguay Round of GATT.
Other Directorships:
Name of the Company :
AVT Natural Products Ltd
Thirumalai Chemicals Ltd
Member of the Audit Committee and
Remuneration Committee of
AVT Natural Products Limited.
Nature of Office held:

Director
Director
Member of the Audit Committee

of Thirumalai Chemicals Limited.
Name
Age
Qualifications
Experience
:
:
:
:
Mr.A.D.Bopana
72 years
Senior Cambridge.
Mr.A.D.Bopana has rich experience in Plantations, Administrative matters,
Finance and Business Management.
Other Directorships:
Name of the Company :
Nature of Office held:
The Midland Rubber & Produce Co. Ltd
Director
Neelamalai Agro Industries Limited
Director
Chairman of the Audit Committee of

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

REPORT OF THE DIRECTORS
Your Directors have pleasure in presenting the SEVENTY EIGHTH ANNUAL REPORT with the audited accounts of the
Company for the year ended 31st March, 2013.
2013
(Rs.in lakhs)
2012
58671.93
49014.71
3974.88
3486.92
195.81
198.81
24.38
18.99
220.19
217.80
Profit Before Tax
3754.69
3269.12
Less: Provision for Tax
1225.00
1100.00
Profit After Tax
2529.69
2169.12
541.15
418.51
3070.84
2587.63
1500.00
1500.00
235.10
235.10
38.14
38.14
470.20
235.10
79.91
38.14
747.49
541.15
3070.84
2587.63
FINANCIAL RESULTS:
Income from Operations and Other Income
Profit Before Depreciation and Interest
Less: Depreciation
Interest
Add: Surplus brought forward
which your Directors recommend to appropriate:Transfer to General Reserve

Interim Dividend on Equity Shares @ Rs.50/per share already paid
Tax on Interim Dividend
Proposed Final Dividend on Equity Shares @ Rs.100/- per share
Provision for Tax on Final Dividend
Balance carried forward
DIVIDEND:
An Interim Dividend of Rs.50/- per equity share (500%) was paid during the financial year ended 31st March, 2013. The
Board of Directors had recommended a final dividend of Rs.100/- per equity share (1000%) for approval of the shareholders
at the Annual General Meeting. The aggregate of the dividends, amount to Rs. 150/- per equity share (1500%) for the
year ended 31st March, 2013.

Operations:
CONSUMER PRODUCTS DIVISION:
The Consumer Products Division sustained the momentum of the previous year and recorded 7% growth in volume
terms during the year 2012-13. AVT continues to be a market leader in Kerala and has impressive market share in Tamil
Nadu. In Andhra Pradesh, Karnataka, and Orissa, with the introduction of new distribution system, the Company has
improved the availability and has shown growth in volume. The thrust in the coming years will be in the new markets
of Andhra Pradesh, Karnataka and Orissa. The Company has also exported teas to Middle East countries and the
response has been positive.
TRADING DIVISION:
There is marginal drop in sales volume of Materials division. This is due to general slowdown in construction / building
Industry .
LOGISTICS & SERVICES DIVISION:
Logistics & Services division has shown impressive growth of 25% during the year. This is due to high quality service
offered to the customers. Added to this the concept of total logistics solution helped us to attain this growth.
EXPORT DIVISION:
The sales volume of Rubber export has increased to 2700 tonnes compared to 1100 tonnes in previous year.
PARTICULARS OF EMPLOYEES:
A statement showing particulars of employees as required under The Companies (Particulars of Employees) Rules,
1975, to be included in the Directors Report, pursuant to Section 217(2A) of The Companies Act, 1956 is attached.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The company has no activities relating to conservation of energy and technology absorption on account of the nature
of its business.
FOREIGN EXCHANGE EARNINGS/OUTGO:
The Companys earnings in foreign exchange on FOB value of Exports during the year amounted to Rs.7507.52 lakhs
compared to Rs.2619.42 lakhs during the previous year. The foreign exchange outgo during the year was Rs.223.12
lakhs against Rs.133.75 lakhs in previous year. Your company is continuing to focus its attention to increase the
volume of export on traditional commodities/products and also exploring new market outlets.
DIRECTORATE:
Mr.K.Bhagavatheeswaran resigned as a Director of the Company on 7th September, 2012. The Board wishes to place
on record its appreciation for the valuables services rendered and guidance given by him during his tenure of office as
a Director of the Company.
With deep regret, the Board records the sad demise of Director Mr.L.D.Oliver on 20th December, 2012. The Board
wishes to place on record its appreciation for the valuable services rendered and guidance given by him during his
tenure of office as a Director of the Company.
10

Mr.A.D.Bopana was co-opted as a Director of the Company by the Board of Directors on 31st January, 2013 in the
casual vacancy caused by the resignation of Director Mr.K.Bhagavatheeswaran. In accordance with Section 262 of The
Companies Act, 1956, Mr.A.D.Bopana holds office up to the date of the ensuing Annual General Meeting and he is
eligible for appointment.
Mr.P.Shankar was co-opted as a Director of the Company by the Board of Directors on 30th May, 2013 in the casual
vacancy caused by the death of Director Mr.L.D.Oliver. In accordance with Section 262 of The Companies Act, 1956,
Mr.P.Shankar holds office up to the date of the ensuing Annual General Meeting and he is eligible for appointment.
According to the Articles of Association of the Company, Director Mr. Raghu Bhale Rao retires by rotation at the
ensuing Annual General Meeting of the shareholders and he is eligible for re-election.
Executive Chairman:
The tenure of office of Mr.Ajit Thomas who was appointed as Executive Chairman from 1st February, 2010 has ended on
31st January, 2013 and the Board of Directors had re-appointed him as Executive Chairman for a period of three years
from 1st February, 2013. His re-appointment as Executive Chairman and payment of remuneration to him on his reappointment are subject to accord of consent by the shareholders at the ensuing Annual General Meeting. Necessary
resolutions are incorporated in the Notice convening the ensuing Annual General Meeting.
AUDITORS:
M/s. Suri & Co., Chartered Accountants, retire and are eligible for re-appointment. The Audit Committee of the Board
has recommended their re-appointment.
Corporate Governance:
Pursuant to clause 49 of the Listing Agreements with the stock Exchanges, the Management Discussion & Analysis
Report, Report on Corporate Governance with Auditors Certificate on compliance with conditions of Corporate
Governance have been annexed to this Report.
DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors report that:
(i) The annual accounts have been prepared by following the applicable accounting standards.
(ii) The accounting policies selected have been applied consistently and judgements and estimates that are reasonable
and prudent have been made so far as to give a true and fair view of the state of affairs of the Company as at the
end of the financial year and of the profit of the Company for the financial year.
(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
(iv) The annual accounts have been prepared on a going concern basis.
SECRETARIAL COMPLIANCE CERTIFICATE:
Pursuant to proviso to Section 383 A (1) of the Companies Act, 1956, Certificate to the effect that the Company has
complied with all the provisions of the Companies Act, 1956 is obtained from a Secretary in Whole-time practice for
filing with the Registrar of Companies and a copy of such Certificate is attached to this Report.
11

Cost Accounting Records:
The Central Government has prescribed the statutory maintenance of Cost Accounting Records for the products of the
company and such records are made and maintained by the Company in the manner prescribed.
Cost Audit:
The Board of Directors on the recommendation of the Audit Committee and subject to the approval of the Central
Government, had re-appointed M/s.Rajendran, Mani & Varier,Cost Accountants, Cochin to conduct the Cost Audit for
the financial year 2013-2014.
ACKNOWLEDGEMENT:
Yours Directors place on record their appreciation for the continued support extended to the Company by its Bankers
and Employees during the year.
AJIT THOMAS
Executive Chairman
Chennai
30th May, 2013
12
13
Mr.M.K.Koshy
Mr.A.Ravisanker
54
70
Age
(Years)
Chief Executive
Officer
Chief Executive
Officer
Designation
70,40,691
Remuneration
received for
the year
`
65,82,798
M.A.,PGDBA
B.Sc..
(Agriculture)
Qualification
29
47
Experience
(years)
Chennai
30th May, 2013
NOTES :
1. The nature of employment is contractual
2. Mr.M.K.Koshy, Mr.A.Ravisanker are not related to any of the Directors of the Company
Name
S.No.
1/8/1984
1/4/1969
Date of
commencement
of employment
AJIT THOMAS
Executive Chairman
Estate Manager
The Highland
Produce Co. Ltd.
Sales Officer
Shaw Wallace & Co.Ltd.
Previous
Employment
Information as per Section 217 (2A) of The Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975,
as forming part of the Directors' Report for the year ended 31st March, 2013

MANAGEMENT DISCUSSION AND ANALYSIS REPORT
1)
The Company has shown good performance during the year by showing growth in all the business segments. The
summary of the performance and the growth is given below:
Rs.Lakhs
2)
Particulars
Sales and other Income
Profit before tax
Provision for taxation
Profit after tax
31.3.2013
58672
3755
1225
2530
31.3.2012
49015
3269
1100
2169
The key performance ratios:

Particulars
Earning per share (After Tax)(Rs.)
Profit to Sales (Ratio) (PBT %)
Current Ratio
Debt Equity Ratio
31.3.2013
538
6.39
2.93
Nil
31.3.2012
461.32
6.69
2.25
Nil
% Increase
20
15
11
17
3) The operating ratios stands at comfortable level. The major business segments operated by the Company is as
follows:
a) Consumer Products Division (Tea, Coffee, Spices)
b) Logistics & Trading Division
The performance of each business segment with regard to industry structure and development, opportunities and
threats, outlook, segment wise performance, risks and concerns is analysed in detail below.
a) CONSUMER PRODUCTS DIVISION:
The Consumer Products Division sustained the momentum of the previous year and recorded 7% growth in
volume terms during the year 2012-13. AVT continues to be a market leader in Kerala and has impressive
market share in Tamil Nadu. In Andhra Pradesh,Karnataka, and Orissa, with the introduction of new distribution
system, the Company has improved the availability and has shown growth in volume . The thrust in the coming
years will be in the new markets of Andhra Pradesh, Karnataka and Orissa.
The Company has also exported teas to Middle East countries and the response has been positive . The
Division expects to maintain this positive performance in the coming year also.
i)
Industry Structure:
The packet tea market is approximately 280 million Kgs on all India basis and the growth in the same has not
been significant. The major players in national level are HUL and TATA Tea and followed by Regional Players
AVT, Wagh Bakri, Goodricke, etc.
ii) Opportunities and Threats :

As regards opportunities, the potential is there in markets other than Kerala and TamilNadu, which however is
constrained by stiff competition from national and local players. As regards exports, the share of value added
tea in export is not significant in India. The major threat is that the packet tea industry has not shown any
significant growth in the last few years.
14

iii) Outlook :
The outlook for the industry depends on the growth of the packet tea segment. The strategies for future would
be to consolidate our market share in Kerala & Tamil Nadu and to improve the same in Andhra Pradesh,
Karnataka and Orissa.
b) TRADING AND LOGISTIC DIVISIONS:
I Industry Structure and Development.
(i) TRADING There is marginal drop in sales volume of Materials division . This is due to general slowdown
in construction / building Industry .
ii) The sales volume of Rubber export has increased to 2700 MT compared to 1100 MT in previous year.
iii) LOGISTICS & SERVICES Logistics & Services division has shown impressive growth of 25% during
the year. This is due to high quality service offered to the customers, added to this the concept of total
logistics solution helped us to attain this growth.
II Opportunity/Threats
Opportunities
Trading:
The economic recovery backed by industrial growth forecast a stable outlook for building industry. We are
very keen on making available the latest product technology available in International level to our customers
by which the growth is assured. Further spreading of customer base in existing areas and penetrating to
nearby States also must yield substantial growth. The strategy of addressing the needs of end customer
directly will help in the long run.
Logistics :
The growth of Country economy, opening up of boundaries, relaxation of rules related to Export / Import etc.
will definitely help us for business growth. We are systematically and professionally taking steps to grab this
opportunity.
Threats
Trading &Export;
Any recession/slowdown in the general economic conditions would directly affect the division. Any substantial
fall in price of crops like rubber may affect the division in Kerala. Any change in policies of supplier, presence
of substitute products at lesser cost etc may partially affect the business.
Logistics;
The Company is facing competition from Multi National Logistic Providers who have better strength and
international presence.
III SEGMENT WISE PERFORMANCE
The Division has two segments viz., Trading and Services.
TRADING
There is marginal drop in sales volume of Materials division . This is due to general slowdown in construction/
building Industry .
15

The sales volume of Rubber export has increased to 2700 MT compared to 1100 MT in previous year.
The Agency Division has also continued to show good performance.
SERVICES
The Service division has shown a revenue growth of 25% during the year .
IV OUTLOOK
The Division would like to spread its wings with better presence, both Nationally and Internationally and in
working out strategies accordingly.
4) RISKS AND CONCERNS:
With regard to the business risk, the same has been dealt with under each segment given above.
As regards general risk, the company follows a minimal risk business strategy as given below.
Particulars
5)
Risk minimising steps
Fixed Assets and Current Assets
The company has taken adequate insurance coverage of its fixed assets
and current assets which will minimize the impact of another event or
development
Financial Risk
The company has a conservative debt policy. The debt component is

very marginal
Commodity Risk
Whenever the company deals in commodity trading or exports, the

selling and buying is concluded on back to back basis so that risk on
commodity is minimised
Foreign Exchange Risk
Whenever there is an export, the Foreign Exchange is covered at the

time of confirmation of order so as to negate any fluctuation in the
exchange ratio
Credit risk on exports
All the exports are done either by advance payment or through

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

Particulars
Sales
Other Income
Total Income
Materials cost
Expenses
Profit before Interest and Depreciation
Interest
Depreciation
Operating profit for the year
Less: Provision for taxation
Profit after Tax
31.03.2013
58454
218
58672
46958
7739
3975
24
196
3755
1225
2530
16
(Rs.in Lakhs)
31.03.2012
48843
172
49015
38529
6999
3487
19
199
3269
1100
2169

6)
INTERNAL CONTROLS :
The Company has appropriate and adequate internal controls and also has an In-house Internal Audit Department
headed by a Chartered Accountant. The Internal Audit coverage is adequate to ensure that the assets of the
company are safeguarded and protected and there is regular review by Management on policies, internal controls
and procedures and also internal audit reports.
7)
INFORMATION TECHNOLOGY:
The company has upgraded all its information systems resources and review of the same is done on a periodic
basis.
8)
HUMAN RESOURCES :
The company attaches significant importance to continuing upgradation for HR for achieving the highest efficiency
in customer satisfaction and growth. As a part of HR strategy, training programmes are organised for employees
at all levels by bringing in external faculties. As on 31.3.2013, the company has an employee strength of 322.
9)
CAUTIONARY STATEMENT :
The analysis given above may contain certain statements which are futuristic in nature. Such statements represents
the intention of the Management and the efforts put in by them to realise certain goals. The success in realising
these goals depends on various factors, both internal and external. Therefore, the investors are requested to make
their own independent judgements by taking into account all relevant factors before taking any investment decision.
17

Corporate Governance
Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, the Company submits the report on the matters
mentioned in the said clause and the practices followed by the Company.
1. COMPANYS PHILOSOPHY ON THE CODE OF GOVERNANCE :
The basic objective of the Corporate Governance policies adopted by the Company is to attain the highest levels
of transparency, accountability and integrity. Your Company believes that Good Corporate Governance enhances
the trust and confidence of all the stakeholders.
The Company had laid down the following code of conduct for its Board of Directors and Senior Management
Personnel.
Code of conduct:
This code of conduct is applicable to all the Directors and Senior Management personnel which includes executives
who are in the grade of General Manager and above. In performing their functions, the Directors and senior
management personnel of the Company shall :
a. Act honestly, diligently and use the powers of office in good faith and in the best interest of the company as a
whole.
b. Adopt the highest standards of personal ethics, integrity, confidentiality and discipline in dealing with all matters
relating to the company.
c. Always adhere and confirm to the various statutory and mandatory regulations/guidelines applicable to the
operations of the company and avoid violation or non -compliance.
d. Be independent in judgement and action and take all reasonable steps to be satisfied as to the soundness of all
decisions taken by the Board.
e. Use due care and diligence in performing their duties of office and in exercising their powers attached to that
office.
f. Avoid personal interest to conflict with the interest of the company .
g. Conduct themselves and their activities outside the company in such manner as not to adversely affect the image
or reputation of the company.
h. Not make improper use of information nor take improper advantage of their position.
i. Maintain the confidentiality of information (price sensitive or otherwise) they receive while being an officer of the
Company.
j. Treat all employees with dignity, respect and concern and treat them on parity at all times.
k. Be receptive to the problems of shareholders and customers and solve them in the best manner possible
consistent with the interest of the company.
l. Bring to the attention of the Chairman or management, any sensitive information one may independently receive
which is relevant to the interest of the company.
All Directors and senior management personnel shall affirm compliance with this code on an annual basis.
18

2. BOARD OF DIRECTORS :
The Board of Directors of the Company, headed by an Executive Chairman consists of following 6 Directors, as on
the date of the report categorised as under.
a)
Executive Director:
Promoter
b)
Mr. Ajit Thomas (Executive Chairman)
Non - Executive Directors

Promoters
Mrs.Lily Thomas
Mr.Dilip Thomas (Vice Chairman)
c)
Non - Executive Directors

Independent
Mr.Raghu Bhale Rao

Mr.P.Shankar
Mr.A.D.Bopana
Disclosure of relationship between Directors Inter-Se ( Relatives within the meaning of Section 6 of the
Companies Act, 1956)
(i)
Executive Chairman Mr. Ajit Thomas is related to Director Mrs.Lily Thomas and Vice Chairman Mr.Dilip Thomas.
(ii) Director Mrs.Lily Thomas is related to Executive Chairman Mr. Ajit Thomas and Vice-Chairman Mr.Dilip Thomas.
(iii) Vice Chairman Mr.Dilip Thomas is related to Executive Chairman Mr. Ajit Thomas and Director Mrs.Lily Thomas.
3. Board Meetings
Number of Board Meetings held and the dates on which they were held.
During the year 2012 2013, the Board met four times. The dates on which the meetings were held are as follows:
24.5.2012, 30.7.2012, 25.10.2012 and 31.01.2013.
19

The attendance of each Director at the Board Meetings, last Annual General Meeting and the Number of their Directorship
and Chairmanship / Membership of Committee of each Director in other companies are as under :No. of Board
Meetings
attended
Last AGM
attendance
(Yes / No)
No. of
No. of Membership in
Director-ships other
Board Committee (Other
than A.V.T & CO. LTD., than A.V.T & CO. LTD.,)
Pvt. Ltd Companies &
Foreign Companies
Whether
Chairman /
Member
Director
Category
Mr.Ajit Thomas
Executive
Chairman
Yes
Nine
Two
Chairman/
Member
Non-Executive
Director
No
Two
None
None
Non-Executive
Director
No
Eight
None
None
Mr.K.Bhagavatheeswaran * Non-Executive
Director
No
None
None
None
Non-Executive
Director
No
None
None
None
Non-Executive
Director
No
None
None
None
Non-Executive
Director
No
Two
Two
Chairman
Mrs.Lily Thomas
Mr.Dilip Thomas
(Vice Chairman)
Mr.L.D.Oliver **
Mr.Raghu Bhale Rao
Mr.A.D.Bopana ***
Note: Mr.P.Shankar was co-opted as a Director of the Company on 30-05-2013.

* Mr.K.Bhagavatheeswaran resigned on 07-09-2012.
** Mr.L.D.Oliver expired on 20-12-2012.
*** Mr.A.D.Bopana was co-opted as a Director of the Company on 31.01.2013.
Shareholding of Non-Executive Directors as on 31.3.2013

Name of the Director
Mr.Dilip Thomas (Vice Chairman)
20
No. of Shares
Percentage
145274
30.90

4. AUDIT COMMITTEE :
The Audit Committee was re-constituted. It consists of three members as on date of this report all being NonExecutive Independent Directors as follows :
Names of the Members :
Mr.P.Shankar (Chairman)
Mr.Raghu Bhale Rao
Mr.A.D.Bopana
All members of the Audit Committee are financially literate.
The Committee met four times on 23-05-2012, 30-7-2012, 25-10-2012 and 31-01-2013. The brief description of
terms of reference of the Audit Committee are :
a. Oversight of Companys financial reporting process and the disclosure of its financial statements.
b. Review of accounting and financial policies and practices.
c. Review of Internal Control and Internal Audit System.
d. Review of Management discussion and analysis of financial condition and results of operations and also
includes the following:
To investigate any activity within its terms of reference
To seek information from any employee
To obtain outside legal or other professional advice.
The details of remuneration paid to all the Directors for the year are as under :
Remuneration
Rs.
Sitting Fees
Rs.
Contribution to PF
& Other Funds
Rs.
Total
Rs.
6,00,000
Nil
1,87,000
7,87,000
Mrs.Lily Thomas
N.A
40,000
N.A
40,000
Mr.Dilip Thomas
(Vice Chairman)
N.A
40,000
N.A
40,000
Mr.K.Bhagavatheeswaran *
N.A
25,000
N.A
25,000
Mr.L.D.Oliver **
N.A
75,000
N.A
75,000
Mr.Raghu Bhale Rao
N.A
75,000
N.A
75,000
Mr.A.D.Bopana ***
N.A
25,000
N.A
25,000
Name
Mr.Ajit Thomas
(Executive Chairman)
*
**
***
Mr.K.Bhagavatheeswaran resigned as Director of the Company on 07-09-2012.

Mr.L.D.Oliver died on 20-12-2012.
Mr.A.D.Bopana was co-opted as a Director of the Company on 31-01-2013.
21

The Company pays Sitting Fees to all the Non-Executive Directors at the rate of Rs.10,000/- for each meeting of the
Board and Rs.15,000/- for each meeting of the Audit Committee attended by them. The Sitting Fees payable for
Shareholders / Investors Grievance Committee is Rs.7,500/- for attending each meeting of the Committee.
Payment of remuneration to the Executive Chairman is governed by the resolutions passed by the Board and also
approval by way of Resolutions passed by the shareholders.
5. SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE:
The Board has re-constituted Shareholders / Investors Grievance Committee comprising of Non-Executive Directors
Mr.P.Shankar, Mr.Raghu Bhale Rao and Mr.A.D.Bopana as Members of the Committee.
Mr.P.Shankar is the Chairman of the Shareholders / Investors Grievance Committee. The Board has designated
Mr.R.Venugopalan, Chief Financial Officer of the Company as Compliance Officer.
There was no Investor Complaints pending as on 31st March, 2013.
6. GENERAL BODY MEETINGS :

a. Location and time of last three Annual General Meetings held.
Year
Venue
Date
Time
2009 - 10
- do -
08.09.2010
10.00 A.M.
2010 - 11
- do -
25.08.2011
03.00 P.M.
2011 - 12
- do -
10.09.2012
11.00 A.M.
b.
Special Resolutions :
Some Special Resolutions were passed at the above Meetings
c.
Postal Ballot :
There were no resolutions requiring approval through Postal Ballot during the year
7. DISCLOSURES :
(i)
(ii)
Related party transactions during the year have been disclosed in notes forming part of accounts as required
under the Accounting Standard 18 issued by the Institute of Chartered Accountants of India. There were no
materially significant related party transactions with Directors / Promoters / Management which had potential
conflict with the interests of the Company at large.
There are no non-compliance by the Company and no penalties, strictures imposed on the Company by
stock Exchanges or SEBI or any statutory authority on any matter related to capital markets, during the last
three years.
(iii)
There has been no pecuniary relationship or transactions between the Company and Non-Executive Directors
during the financial year 2012-2013.
(iv)
The Company is rigidly following the prescribed Accounting Standards in all respects. There is no deviation
whatsoever.
22

(v)
As per Clause 49 (V) of the Listing Agreements, the Executive Chairman and the Chief Financial Officer have
certified to the Board on their review of financial statements and Cash Flow statements for the year ended 31st
March, 2013 in the form prescribed by Clause 49 of the Listing Agreements.
(vi) WHISTLE BLOWER POLICY:

Presently, the Company does not have whistle blower policy.
8. COMPLIANCE WITH CORPORATE GOVERNANCE NORMS :
The Company has complied with all the mandatory requirements of Corporate Governance norms as enumerated
in Clause 49 of the Listing Agreement with the Stock Exchanges.
9. MEANS OF COMMUNICATION
The Unaudited quarterly and Audited Annual Financial results are sent to the Cochin and Madras Stock Exchanges,
where the shares of the Company are listed. The results are also published in Business Line and Keralakaumidi. The
above results are also displayed at the Companys website Viz., www.avthomas.com
10. GENERAL SHAREHOLDER INFORMATION :
(i)
Annual General Meeting

- Date and Time
- Venue
Thursday,29th August, 2013 at 11.00 A.M.

At the Registered Office : W-21 / 674, Beach Road, Alappuzha 688 012.
(ii)
Financial Calendar
Unaudited Results for the quarter ending 30.6.13 Before 15.08.13

Audited Financial Results for the year ending 31.3.14 Before end of May, 2014
(iii)
Dates of Book closure
20th August, 2013 to 29th August, 2013
(iv)
Dividend Payment date
20th September, 2013
(v)
Listing on Stock Exchanges
Cochin and Madras Stock Exchanges.

The Annual Listing Fees prescribed has been paid to the above Stock Exchanges.
(vi)
Stock Code
Scrip Code: AVM

ISIN: INE 944K01010
(vii)
Market Price Data
Cochin Stock Exchange Last Business done 9th September, 1994

Quoted at Rs.35.00 per share
Madras Stock Exchange Last Business done 26th March, 1997
Quoted at Rs.25.50 per share
23

11. SHARE TRANSFER SYSTEM :
The Company has engaged the services of Cameo Corporate Services Limited a SEBI registered Registrar & Share
Transfer Agent for processing the share transfers. Share Transfers are normally effected and the share certificates are
returned to the transferees within the stipulated period from the date of receipt, subject to the documents being
complete and valid in all respects.
a. Distribution of Shareholding as on 31.3.2013
No. of Equity Shares
Shareholders
Number
Number
Upto 500
143
66.82
33822
7.19
501 1000
37
17.29
28620
6.09
1001 2000
17
7.94
29378
6.25
2001 3000
2.34
11745
2.50
3001 4000
0.93
7000
1.48
4001 5000
0.47
4500
0.96
5001 10000
0.93
11875
2.53
10001 & above
3.28
343260
73.00
214
100.00
470200
100.00
b. Pattern of Shareholding as on 31.3.2013

Category
Promoters & Promoter Group
Percentage
351210
74.69
Banks
3500
0.74
Bodies Corporate
8220
1.75
Public
107270
22.82
TOTAL
470200
100.00
c. Dematerialisation of Shares :
The Company has entered into an agreement with National Securities Depository Limited in order to provide facility to
the shareholders for holding and trading of equity shares of the Company in electronic form at the option of the
Shareholders.
24

12. The Company has not issued any Global Depository Receipts / Warrants and Convertible Bonds.
13. PRODUCTION CENTRES :
TEA
COFFEE
a) Nettoor, Maradu, Kerala
Vellaikinnar, Coimbatore
b) Othakalmandappam, Coimbatore
c) Kalvathy Road, Kochi, Kerala
14. ADDRESS FOR CORRESPONDENCE :
1. For matters relating to share transfers.

Cameo Corporate Services Limited.
(Unit:A.V.Thomas and Company Limited)
Subramanian Building 1st Floor,
No.1, Club House Road, Chennai-600 002.
2. For other matters:
W-21 / 674, Beach Road, Alleppey - 688 012
Tel : 0477 - 2243624 ; Fax : 0477 - 2243626
E.Mail : avtregd1@dataone.in, avt.alapuzha@gmail.com
DECLARATION
It is hereby declared that all the Board Members and Senior Management Personnel of the Company have affirmed to
and complied with the Code of Conduct laid down by the Company, for the financial year 2012 2013.
for A.V.THOMAS AND COMPANY LIMITED
Sd/- Ajit Thomas
Executive Chairman
Place : Chennai
Date : 30.5.2013
25

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
TO THE MEMBERS OF A.V.THOMAS & COMPANY LIMITED
We have examined the compliance of conditions of corporate governance by A.V. Thomas & Company Limited (the
Company), for the year ended on 31st March 2013, as stipulated in Clause 49 of the Listing Agreement of the said
Company with the stock exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was
limited to procedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions
of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the
Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing
Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
FOR SURI & CO.

Firms Regn.No: 004283S
R.MAHESH
Partner
Membership No. 24775
Place: Chennai
Date : 30th May, 2013
26

COMPLIANCE CERTIFICATE
To
The Members of
A.V . Thomas and Company Ltd.
We have examined the registers, records, books and papers of A.V. Thomas and Company Ltd. as required to be
maintained under The Companies Act, 1956, and the rules made there under and also the provisions contained in the
Memorandum and Articles of Association of the Company for the financial year ended on 31st March, 2013. In our
opinion and to the best of our information and according to the examinations carried out by us and explanations
furnished to us by the company, its officers and agents, we certify that in respect of the aforesaid financial year:
1)
The company has kept and maintained all registers as stated in Annexure A to this certificate, as per the provisions
and the rules made there under and all entries therein have been duly recorded.
2)
The company has duly filed the forms and returns as stated in Annexure B to this certificate, with the Registrar of
Companies, Regional Director, Central Government, Company Law Board or other authorities within the time
prescribed under the Act and the rules made there under.
3)
The company being Public Limited, provisions of Section 3(I) (iii) are not applicable.
4)
The Board of Directors duly met four times on 24/05/2012, 30/07/2012, 25/10/2012, and 31/01/2013, in respect of
which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes
Book maintained for the purpose.
5)
The company closed its Register of Members, from 01/09/2012 to 10/09/2012 and necessary compliance of
Section 154 of the Act has been made.
6)
The Annual General Meeting for the financial year ended on 31/03/2012 was held on 10/09/2012 after giving due
notice to the members of the company and the resolutions passed thereat were duly recorded in Minutes Book
maintained for the purpose.
7)
No extra ordinary general meeting was held during the financial year.
8)
The company has not advanced any loans to its Directors or persons or firms or companies referred to under
Section 295 of the Act during the financial year.
9)
The company has duly complied with the provisions of Section 297 of the Act in respect of contracts specified in
that Section.
10) The company has made necessary entries in the register maintained under Section 301of the Act wherever applicable.
11) The Company has obtained necessary approval from the Board of Directors and members pursuant to Section 314
of the Act wherever is applicable.
12) The Company has not issued any duplicate share certificates during the financial year.
13) (i)
The company has delivered all the certificates on lodgment thereof for transfer/ transmission or any other
purpose in accordance with the provisions of the Act.
(ii) a)
The company has deposited the amount of dividend declared in a separate bank account on 10/09/2012
which is within 5 days from the date of declaration of dividend.
27

(ii) b)
The Company has deposited the amount of interim dividend declared in a separate bank account on 04/
02/2013, which is within 5 days from the date of declaration of Interim dividend.
(iii) a)
The Company has paid / posted to all members demand drafts/ cheques of dividend within a period of
30 days from the date of declaration and that all unclaimed or unpaid dividend has been transferred to
unpaid dividend account of the Company with Bank of Baroda on 16.10.2012.
(iii) b)
The company has paid/ posted demand drafts/ cheques to all members within a period of 30 days from
the date of declaration of Interim dividend and that all unclaimed or unpaid Interim dividend has been
transferred to unpaid dividend account of the company with the Bank of Baroda on 05.03.2013.
(iv) The company has transferred the amounts in unpaid dividend account in respect of the year 2004-2005( Final)
which have remained unclaimed/ unpaid for a period of seven years to Investor Education and protection
Fund on 10.10.2012.
(v) The company has transferred the amounts in unpaid dividend account in respect of the year 2005-2006
(Interim) which have remained unclaimed/ unpaid for a period of seven years to Investor Education and
protection Fund on 09.03.2013.
(vi) The company has duly complied with the requirements of Section 217 of the Act.
14) The Board of Directors of the company is duly constituted and the appointment of director to fill casual vacancy
has been duly made. There was no appointment of Director / Additional Director / Alternate Director during the
year.
15) The re-appointment of Executive Chairman has been made in compliance with the provision of Section 269 read
with Schedule XIII to the Act and is subject to passing of necessary resolution by members in general meeting.
16) The company has not appointed any sole selling agent during the financial year.
17) The company was not required to obtain any approvals from the Central Government, Company Law Board,
Regional Director, Registrar and/or such authorities as per the provisions of the Act during the financial year.
18) The Directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the
provisions of the Act and the rules made there under.
19) The company has not issued any shares/debentures, during the financial year.
20) The company has not bought back any shares during the financial year.
21) There was no redemption of preference shares or debentures during the financial year.
22) There was no transaction necessitating the company to keep in abeyance the rights to dividend, rights shares and
bonus shares pending registration of transfer of shares.
23) The company has not accepted any deposit including unsecured loans falling within the purview of Section 58 A,
during the financial year.
24) The amounts borrowed by the company from Banks during the financial year are within the borrowing limits of the
company and that necessary resolutions as per the section 293(1) (d) of the Act have been passed in duly convened
General Meeting.
28

25) The company has made investments in other bodies corporate in compliance with the provisions of the Act and
has made necessary entries in the register kept for the purpose. The company has not made any loans or given
guarantees or provided securities to other bodies corporate.
26) The company has not altered the provisions of the Memorandum with respect to situation of the companys
Registered Office from one state to another during the financial year under scrutiny.
27) The company has not altered the provisions of the Memorandum with respect to the objects of the company
during the year under scrutiny.
28) The company has not altered the provisions of the Memorandum with respect to name of the company during the
year under scrutiny.
29) The company has not altered the provisions of the Memorandum with respect to share capital of the company
during the financial year under scrutiny.
30) The company has not altered its Articles of Association during the financial year.
31) According to the information given, no prosecution was initiated against or show cause notices received by the
company for offences under the Act and also no fines or penalties or any other punishment imposed on the
company.
32) According to the information given, the company has not received any security deposit from its employees during
the year.
33) As per the information furnished to me, the company has neither constituted any Fund nor created any Trust during
the financial year under Section 418 of the Companies Act, 1956.
Place : Ernakulam
Date: : 30.05.2013
S.VENKITACHALAM, M.Com.,LLB, ACS.

Company Secretary
C.P.No.4734
29

ANNEXURE A
Registers as maintained by the Company
1.
Register of Investments .
2.
Register of Deposits under Rule 7 of the Companies (Acceptance of Deposits ) Rules 1975
3.
Register of Charges u/s143/ Copies of Instruments Creating Charges u/s 136
4.
Register of Members u/s 150 and Index of Members u/s 151
5.
Registers and Returns u/s 163
6.
Minutes of Meetings- Board/ Committees / Shareholders
7.
Books of Accounts u/s 209
8.
Register u/s 301
9.
Register u/s 303
10. Register of Directors Shareholdings u/s 307

11. Register of Investments or Loans made / Guarantee or Security Provided u/s 372 A
12. Register of renewed and duplicate certificates under Rule 7 of the Companies ( Issue of Share Certificate) Rules
1960.
13. Register of destruction of Records or Documents.
Place: Ernakulam
Date: : 30.05.2013
S.VENKITACHALAM, M.Com.,LLB, ACS.

Company Secretary
C.P.No.4734
30

ANNEXURE B
Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government
or other authorities during the financial year ending on 31st March, 2013
Form No.
Filed u/s
For
Date filed
Form 23C
233 B(2)
Appointment of Cost
Auditor for the year
2012-2013
14/06/2012
YES
Form 66
383 A
Compliance Certificate
for the year ended 31.03.2012
22/09/2012
YES
Form 32
303 (2)
Resignation of Director
03/10/2012
YES
Form 5 INV
Rule 3 of the
Details of unpaid and
Investor Education unclaimed amounts lying
& Protection Fund, with the Company
Rules 2012
09/10/2012
YES
Form 20B
159
Annual Return for the

Annual General Meeting
held on 10.09.2012
08/11/2012
YES
Form A-XBRL
209(1)(d)
Cost Audit Compliance

Report for 2011-2012
19/12/2012
YES
Form 23 AC &
Form 23 ACA
XBRL
220
Balance Sheet &

Profit & Loss A/c for the year
ended 31.03.2012
22/12/2012
YES
Form 32
303 (2)
Demise of Director
15/01/2013
YES
Form 5 INV
Rule 3 of the
Details of unpaid and
Investor Education unclaimed amounts lying
& Protection Fund, with the Company
Rules 2012
15/01/2013
YES
Form 32
303 (2)
25/02/2013
YES
Appointment of Director
in casual vacancy
31
Whether filed in time
Form No.
Filed u/s
For
Date filed
Whether filed in time
Form 25 C
269(2)
Re-appointment of Executive
Chairman and payment of
remuneration
26/03/2013
YES
Form I
Rule 3 of the
Investor Education
and Protection Fund
(Awareness and
Protection of
Investors) Rules
2001
Transfer to Investor
Education and
Protection Fund
Unpaid Dividend for
2004-05 (Final)
29/03/2013
YES
Form I
Rule 3 of the
Investor Education
and Protection Fund
(Awareness and
Protection of
Investors) Rules
2001
Transfer to Investor
Education and
Protection Fund
Unpaid Dividend for
2005-06 (Interim)
29/03/2013
YES
S. VENKITACHALAM, M.Com., LLB, ACS,

Company Secretary
C.P. No.: 4734
Place : Ernakulam
Date : 30.05.2013
32

INDEPENDENT AUDITORS REPORT
To
The Members of
A.V . Thomas and Company Ltd., Alappuzha
Report on the Financial Statements
We have audited the accompanying financial statements of A.V. THOMAS & COMPANY LIMITED (the Company) which
comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and Cash Flow Statement for the
year then ended, and a summary of significant accounting policies and other explanatory information.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation of these financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred
to in sub-section (3C) of section 211 of the Companies Act, 1956 (the Act). This responsibility includes the design,
implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit
in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain
audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the
auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Companys
preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in
the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the financial statements
give the information required by the Act in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
a)
b)
c)
in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013,
in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and
in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
33

Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2003 (the Order) issued by the Central Government of
India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a. we have obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purpose of our audit;
b. in our opinion proper books of account as required by law have been kept by the Company so far as appears
from our examination of those books ;
c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in
agreement with the books of account ;
d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the
Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;
e. on the basis of written representations received from the directors as on 31st March, 2013, and taken on record
by the Board of Directors, none of the directors is disqualified as on 31st March, 2013, from being appointed
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 paid under
section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the
manner in which such cess is to be paid, no cess is due and payable by the Company.
FOR SURI & CO.

R.MAHESH
Partner
Place: Chennai
34

ANNEXURE TO THE REPORT OF THE AUDITORS TO THE MEMBERS OF
A.V. THOMAS & COMPANY LIMITED, ALAPPUZHA
i)
a)
b)
ii)
iii)
The Company has maintained proper records showing full particulars, including quantitative details and
situation of Fixed Assets.
Physical verification of major items of these assets has been conducted by the Management during the
financial year and no material discrepancies were noticed on such verification.
c)
No substantial part of fixed assets of the Company has been disposed off during the year.
a)
Physical verification of Inventory has been conducted by the Management at reasonable intervals.
b)
The procedures of physical verification of inventory followed by the Management are reasonable and adequate
in relation to the size of the Company and the nature of its business.
c)
The Company has maintained proper records of inventory and no material discrepancies have been noticed
on physical verification of inventory as compared to book records.
a)
The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered
in the register maintained under section 301 of the Companies Act, 1956 and hence the clauses (iii) (a), (b),
(c) & (d) of the Order are not applicable.
b)
The company has not taken any loans, secured or unsecured, from companies, firms or other parties,
covered in the register maintained under Section 301 of the Companies Act, 1956 and hence the clauses (iii)
(e), (f) & (g) of the Order are not applicable.
iv)
The Company has adequate internal control system commensurate with the size of the Company and the
nature of its business for the purchase of inventory, fixed assets and for the sale of goods or services.
v)
a)
The particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the
register required to be maintained under that section.
b)
In our opinion and according to the information and explanations given to us, the transactions made in
pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and
exceeding the value of five lakh rupees in respect of any party during the year have been made at prices,
which are reasonable having regard to prevailing market prices at the relevant time.
vi)
The Company has not accepted any deposits from the public.
vii)
The Company has an Internal Audit system commensurate with its size and nature of its business.
viii) We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained
by the company pursuant to the Rules made by the Central Government for the maintenance of cost records
under section 209 (1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed
accounts and records have been made and maintained.
ix)
a)
The company is regular in depositing with appropriate authorities undisputed statutory dues including provident
fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax,
service-tax, customs duty, excise-duty, cess and other statutory dues applicable to it. No undisputed statutory
dues were outstanding as at the last day of the financial year for a period of more than six months from
the date they became payable.
35

b)
The details of disputed statutory dues which have not been deposited are as under :
Name of the Statute Nature of the dues
Kerala General
Sales tax Act
KGST Demand
(1989/90 to 1995/96)
Central Sales Tax

Act
Odisha Value
Added Tax Act
Amount (Rs.)
Forum where dispute is pending
76,95,951
Deputy Commissioner
(Appeals) Kollam
CST Demand
1988-89, 1990-91
1993-94 to 1995-96
2001-02 to 2004-05
4,80,753
Deputy Commissioner
of Commercial Taxes,
Alappuzha
Entry Tax Demand

2006-07 to 2009-10
16,59,697
Joint Commissioner of
Sales Tax, Berhampur.
x)
The Company has no accumulated losses. The Company has not incurred any cash loss in the current financial
year and in the immediately preceding financial year.
xi)
The Company has not defaulted in repayment of dues to banks.
xii)
The Company has not granted any loans and advances on the basis of security by way of pledge of shares,
debentures and other securities.
xiii) The Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society.
xiv) The Company is not dealing or trading in shares, securities, debentures or other investments.
xv)
The company has not given any guarantee for loans taken by others from bank or financial institutions.
xvi) The Company has not availed any term loans.

xvii) According to the information and explanations given to us, no funds raised on short-term basis have been used for
long-term investment.
xviii) The Company has not made any preferential allotment of shares during the year.
xix) The Company has not issued any debentures.
xx)
The Company has not raised any money by public issues during the year.
xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or
reported during the year.
FOR SURI & CO.
R.MAHESH
Partner
Place: Chennai
36

BALANCE SHEET AS AT 31ST MARCH, 2013
PARTICULARS
I. EQUITY AND LIABILITIES :
(1) Shareholders funds:
(a) Share Capital
(b) Reserves and Surplus
NOTE NO
2
3
(2) Non-current liabilities:

Long Term Provisions
47,02,000
104,42,27,978
47,02,000
87,35,94,218
104,89,29,978
87,82,96,218
1,42,87,385
2,35,56,411
22,00,87,711
7,41,56,765
19,47,02,643
27,66,65,502
9,17,02,258
14,77,29,330
48,89,47,119
51,60,97,090
155,21,64,482
141,79,49,719
6
7
21,89,35,994
6,81,26,372
19,58,71,463
5,69,42,895
8
9
10
11
12
23,58,12,943
56,48,39,245
15,47,95,839
13,15,08,342
17,81,45,747
10,25,21,679
40,74,11,053
26,65,00,821
24,13,96,886
14,73,04,922
126,51,02,116
116,51,35,361
155,21,64,482
141,79,49,719
(3) Current Liabilities

(a) Trade payables
(b) Other current liabilities
(c) Short-term provisions
Amount in `
31.03.2013
31.03.2012
TOTAL
II. ASSETS
(1) Non - current assets
(a) Fixed assets
Tangible assets
(b) Non-current investments
(2) Current assets
(a) Current Investments
(b) Inventories
(c) Trade receivables
(d) Cash and cash equivalents
(e) Short-term loans and advances
Significant Accounting Policies
TOTAL
Notes 1 to 12, Notes 21 to 34 and Cash Flow Statement form part of this Balance Sheet
Vide our Report of date attached
For SURI & CO.
R. MAHESH
Partner
Place : Chennai,
For and on behalf of the Board
AJIT THOMAS
Executive Chairman
P. SHANKAR
Director
R. VENUGOPALAN
Chief Financial Officer
37

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2013
PARTICULARS
NOTE NO
Amount in `
31.03.2013
31.03.2012
I.
Revenue from operations
13
584,53,53,299
488,42,72,145
II.
Other Income
14
2,18,39,545
1,71,99,292
586,71,92,844
490,14,71,437
245,23,03,540
202,54,10,008
226,10,87,057
186,68,76,785
III. Total Revenue (I+II)

IV.
Expenses :
Cost of Materials consumed
15
Purchase of Stock-in-Trade
(Increase)/Decrease of Inventory
16
(1,76,30,068)
(3,93,71,663)
Employee benefit expense
17
15,29,94,941
13,47,37,026
Finance costs
18
24,37,927
18,99,082
1,95,81,268
1,98,80,516
Depreciation and amortization expense

Sales Expenses
19
40,02,94,773
37,82,82,846
Other Expenses
20
22,06,54,686
18,68,45,290
549,17,24,124
457,45,59,890
37,54,68,720
32,69,11,547
Nil
Nil
37,54,68,720
32,69,11,547
12,25,00,000
11,00,00,000
Nil
Nil
25,29,68,720
21,69,11,547
` 538.00
` 538.00
` 461.32
` 461.32
Total Expenses
V.
Profit before exceptional and

extraordinary items and tax
(III-IV)
VI. Exceptional / Extra ordinary items

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

(1) Basic
(2) Diluted
27
27
Notes 1 & 13 to 34 and Cash Flow Statement form part of this statement of Profit and Loss
For SURI & CO.
R. MAHESH
Partner
Place : Chennai,
AJIT THOMAS
Executive Chairman
P. SHANKAR
Director
R. VENUGOPALAN
38

Note - 1:
NOTES ON ACCOUNTS FOR YEAR ENDED 31ST MARCH 2013
SIGNIFICANT ACCOUNTING POLICIES
a.
ACCOUNTING CONVENTON:
The Financial Statements have been prepared on the historical cost convention in accordance with the generally
accepted accounting principles and comply in all material respects with the accounting standards notified by the
Companies (Accounting Standards) Rules, 2006 and the relevant provisions of the Companies Act, 1956.
b.
FIXED ASSETS AND DEPRECIATION:

Fixed assets are stated at historical cost less depreciation .Cost includes, taxes and duties (but does not include
taxes and duties for which CENVAT/VAT credit is available), freight and other direct or allocated expenses during
construction period, net of any income earned. Assets acquired on hire purchase are capitalised at principal
value.
Depreciation is provided at the rates specified in Schedule XIV to the Companies Act, 1956 on the written down
value method. Assets costing individually less than Rs.5000/- are depreciated at 100%.On addition to and deductions
from Fixed Assets, depreciation is provided on pro-rata basis.
c.
IMPAIRMENT OF ASSETS:
The Company reviews the carrying amounts of its assets for any possible impairment at each balance sheet date.
An impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount and the
impairment loss, if any, is recognised in the Statement of Profit and Loss.
d.
BORROWING COSTS:
Borrowing costs that are directly attributable to the acquisition/construction of the qualifying asset are capitalised
as a part of cost of such asset, upto the date of acquisition/completion of construction.
Other borrowing costs are recognised as expense as and when incurred.
e.
INVESTMENTS:
Long term Investments are stated at cost. Decline in value of long term investments, other than temporary, is
provided for. Current Investments are stated at lower of cost and fair value. Investment in Immovable properties
is stated at cost less depreciation.
f.
INVENTORIES:
Inventories are valued at lower of cost on weighted average/FIFO basis and net realisable value, after providing
for obsolescence considered necessary. Cost includes taxes and duties (other than duties and taxes for which
CENVAT/VAT credit is available), freight and other direct expenses.
39

g.
REVENUE RECOGNITION:
Revenue is recognised on their accrual and when no significant uncertainty on measurability or collectability
exists. Expenditure is accounted for on their accrual.
Sale of Goods:
Revenue is recognised when all the significant risks and rewards of ownership of the goods have been passed on
to the buyer, usually on delivery of goods. The Company collects sales taxes and value added taxes (VAT) on
behalf of the Government and therefore, these are not economic benefits flowing to the Company. Hence, they
are excluded from revenue.
Income from Services:
Revenue from Services are recognised over the period as and when the services are rendered. The Company
collects service tax on behalf of the Government and, therefore it is not an economic benefit flowing to the
Company. Hence, it is excluded from revenue.
Interest:
Interest income is recognised on a time proportion basis taking into account the amount outstanding and the
applicable interest rate. Interest income is included under the head Other income in the Statement of Profit and
Loss.
Dividends:
Dividend income is recognised when the Companys right to receive dividend is established by the reporting date.
h.
EMPLOYEE BENEFITS:
Gratuity liability, which is a defined benefit scheme and provision for leave encashment is accrued and provided
for on the basis of independent actuarial valuation based on projected unit credit method made at the end of each
financial year. Actuarial gains and losses are recognised in the Statement of Profit and Loss and are not deferred.
Retirement benefits in the form of Provident Fund, Family Pension Fund and Superannuation Schemes, which are
defined contribution schemes, are charged to the Statement of Profit and Loss of the year when the contribution
to the respective fund accrue.
i.
FOREIGN CURRENCY TRANSACTIONS:

Foreign currency transactions are recorded at the rates of exchange in force at the time the transactions are
effected. The Company uses foreign exchange forward contracts to hedge its exposure to movements in foreign
exchange rates and the resultant gain or loss is dealt within the Statement of Profit and Loss on completion of the
transaction. Monetary items denominated in foreign currency and outstanding at the Balance sheet date are
converted at the year end exchange rate and the resultant gain or loss is dealt with in the Statement of Profit and
Loss.
j.
GOVERNMENT GRANTS
Subsidies from Government in respect of fixed assets are deducted from the cost of respective assets as and when
they accrue. Subsidies related to revenue are recognised in the Statement of Profit and Loss to match them with
the related costs which they are intended to compensate.
40

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

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

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

Cash Flow Statement is prepared segregating the cash flows from operating, investing and financing activities.
Cash flow from operating activities is reported using indirect method. Under the indirect method, the net profit is
adjusted for the effects of
(i) Transactions of a non-cash nature.
(ii) Any deferrals or accruals of past or future operating cash receipts or payments and
(iii)Items of income or expense associated with investing or financing cash flows.
Cash and cash equivalents (including bank balances) are reflected as such in Cash Flow Statement.
41

NOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH, 2013
Amount in `
31.03.2013
31.03.2012
NOTE - 2 :
SHARE CAPITAL
a. AUTHORISED
20,00,000 Equity Shares of `10/- each
b.
c.
ISSUED, SUBSCRIBED AND PAID-UP

4,70,200 Equity Shares of `10/- each
Reconciliation of shares outstanding at the
beginning and at the end of the reporting year
Number of shares at the beginning of the year
Add/(Less) shares issued / buyback etc.
Number of shares at the end of the year
d.
2,00,00,000
2,00,00,000
47,02,000
47,02,000
4,70,200
Nil
4,70,200
4,70,200
Nil
4,70,200
Details of shareholders holding more than 5% of

equity shares as on 31.3.2013
Name of the shareholder
Mr.Ajit Thomas
Mr.Dilip Thomas
31.03.2013
No of Shares Held
% of Holding
1,99,936
42.52
1,45,274
30.90
31.03.2012
No of Shares Held
% of Holding
1,80 723
38.44
1,45 274
30.90
e. No bonus shares / Buy back of shares in last 5 years
NOTE - 3:
RESERVES AND SURPLUS:
GENERAL RESERVE:
As per last Balance Sheet
Add: Transfer from Statement of Profit and Loss
`
81,94,79,502
15,00,00,000
Surplus/(deficit) in the statement of Profit and Loss

Balance as per last financial statements
Profit for the year
Less: Appropriations
Interim dividend on equity shares@ `50 per share
(Previous year @ `50 per share)
Tax on Interim Dividend
Proposed Final Dividend on Equity shares@ `100 per share
(Previous year @ `50 per share)
Provision for tax on Final Dividend
Transfer to General Reserve
Net surplus in the Statement of Profit and Loss
Total reserves and surplus
42
31.03.2013
`
31.03.2012
`
96,94,79,502
96,94,79,502
81,94,79,502
81,94,79,502
5,41,14,716
25,29,68,720
30,70,83,436
4,18,50,989
21,69,11,547
25,87,62,536
2,35,10,000
2,35,10,000
38,13,910
4,70,20,000
38,13,910
2,35,10,000
79,91,050
15,00,00,000
23,23,34,960
7,47,48,476
38,13,910
15,00,00,000
20,46,47,820
5,41,14,716
104,42,27,978
87,35,94,218

Amount in `
31.03.2013
31.03.2012
NOTE - 4:
NON CURRENT LIABILITIES:
Long term Provisions
Provision for Employee benefits (Refer Note No.30)
Provision for Gratuity
Provision for Leave Encashment
NOTE - 5:
CURRENT LIABILITIES:
(a) Trade payables (Refer Note.No.26 for Details
of dues to micro and small enterprises)
(b) Other current liabilities
- Unclaimed Dividend
- Refund of capital
- Other current liabilities
(c) Short term Provisions
Provision for Employee benefits (Refer Note No.30)
Other provisions
Provision for Taxation
Proposed Dividend on Equity Shares
Provision for Tax on Dividend
43
1,86,565
1,41,00,820
84,77,922
1,50,78,489
1,42,87,385
2,35,56,411
22,00,87,711
27,66,65,502
50,78,725
9,750
6,90,68,290
42,56,675
9,750
8,74,35,833
7,41,56,765
9,17,02,258
29,13,006
28,64,908
73,493
9,11,406
13,39,13,679
4,70,20,000
79,91,050
11,94,20,521
2,35,10,000
38,13,910
19,47,02,643
14,77,29,330
44
7,82,23,310
33,76,90,640
30,52,85,347
Vehicles
TOTAL
Previous Year
4,15,76,176
4,26,07,883
37,16,923
8,59,235
23,13,690
25,17,541
Nil
3,32,00,494
Additions
8,07,40,851
1,63,06,667
9,56,38,032
As at
31.3.2013
4,98,97,611
1,71,84,492
2,17,27,059
1,11,83,061
7,99,94,106
2,89,14,951
Nil
Nil
Upto
31.3.2012
91,70,883 33,76,90,640 12,91,71,746
34,39,802 37,68,58,721 14,18,19,177
12,67,979
26,000
21,45,823 11,70,91,068
Nil
Nil
Nil
Deductions
GROSS BLOCK
1,95,47,334
1,92,64,745
74,63,595
10,52,839
58,36,183
49,12,128
Nil
Nil
For the
Year
2,81,05,353
1,22,19,508
8,37,70,787
3,38,27,079
Nil
Nil
Upto
31.3.2013
68,99,903 14,18,19,177
31,61,195 15,79,22,727
10,85,301
16,392
20,59,502
Nil
Nil
Nil
Withdrawn
DEPRECIATION
Note : The Company does not have any lease hold assets
2,57,21,608
51,68,196
3,69,29,095
4,93,08,359
1,63,06,667
6,24,37,538
19,58,71,463 17,61,13,601
21,89,35,994 19,58,71,463
2,17,92,258
49,64,984
3,33,20,281
4,69,13,772
1,63,06,667
9,56,38,032
As at
31.3.2012
NET BLOCK
Amount in `
As at
31.3.2013
* Includes `. 1,65,57,994 and `. 12,69,499 respectively representing cost of Land and Buildings in Joint Ownership with other Companies, the book value of which
amounted to `. 1,65,57,994 and `. 4,78,852.
1,63,51,257
4,74,48,667
Furniture & Fittings
11,69,23,201
Machinery
Buildings
6,24,37,538
1,63,06,667
As at
1.4.2012
Agricultural Land
Land
Description
NOTE : 6
TANGIBLE ASSETS :
NOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH 2013
45
UNQUOTED
Equity Shares - Fully Paid - up:
Chennai Willingdon Corporate Foundation
A.V.Thomas Investments Co. Ltd.(Associate Company)
AVT Gavia Foods Pvt. Ltd (Associate Company) *
Less: Depreciation
* Being Private Limited Company, transfer of shares is restricted

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

A. QUOTED
Equity Shares - Fully Paid - up
L.J International Limited (Associate Company)
Fertilizers & Chemicals (Travancore) Ltd.
TOTAL
Aggregate amount of Quoted Investments (Market Value ` 23.34 Lakhs)
Aggregate amount of Unquoted Investments
Value of Investments in Immovable Properties
Aggregate provision for depreciation of immovable properties
II.
I.
Description
30
119480
4900000
32200
5
No. of
Shares/Units
5,69,42,895
5,69,42,895
61,601
5,02,43,513
1,10,32,762
(43,94,981)
3,07,325
1,07,25,437
1,10,32,762
43,94,981
66,37,781
300
11,94,800
4,90,48,413
5,02,43,513
61,582
19
61,601
Amount
`
As at 1-4-2012
NOTE : 7
NON-CURRENT INVESTMENTS : (LONG TERM)-VALUED AT COST
Amount
`
1,15,00,000
1150000 1,15,00,000
1,15,00,000
No. of
Shares/Units
Additions
No. of
Shares/Units
30
119480
6050000
32200
5
6,81,26,372
6,81,26,372
61 601
6,17,43,513
1,10,32,762
( 47,11,504)
3,07,325
1,07,25,437
1,10,32,762
47,11,504
63,21,258
300
11,94,800
6,05,48,413
6,17,43,513
61,582
19
61,601
Amount
`
As at 31-3-2013
Amount
No. of
` Shares/Units
Deductions
46
Nil
Nil
10,25,21,679
Nil
Nil
945760
ICICI FMP Series66 - 405 D Plan
ICICI Short-Term Plan - Regular Growth
Amount
`.
10,25,21,679
No. of
Shares/Units
945760
ICICI Prudential Flexible Income Plan - Daily Dividend
IN MUTUAL FUNDS :
Description
As at 1-4-2012
NOTE : 8
CURRENT INVESTMENTS : (Valued at Lower of Cost and Fair value)
Amount
`.
7654884 27,32,91,264
4181266 10,00,00,000
2000000 2,00,00,000
1473618 15,32,91,264
No. of
Shares/Units
Additions
Nil
Nil
Nil
1324064 14,00,00,000
Nil
2,00,00,000
7276580 23,58,12,943
4181266 10,00,00,000
2000000
1095314 11,58,12,943
Amount
`.
As at 31-3-2013
Amount
No. of
`. Shares/Units
1324064 14,00,00,000
No. of
Shares/Units
Deductions

Amount in `
31.03.2013
31.03.2012
NOTE - 9 :
INVENTORIES:(Valued at lower of cost and net realisable value)
Stores and Spares
Raw Materials
Stock in Trade
- Packed Tea
- Packed Coffee
- Traded Goods
3,40,16,958
29,36,97,098
2,72,06,058
16,07,09,874
2,49,55,865
34,19,675
20,87,49,649
1,59,39,958
28,58,816
20,06,96,347
56,48,39,245
40,74,11,053
Nil
67,03,147
Nil
Nil
20,29,924
Nil
67,03,147
20,29,924
Nil
14,80,92,692
Nil
Nil
26,44,70,897
Nil
14,80,92,692
26,44,70,897
15,47,95,839
26,65,00,821
NOTE - 10:
TRADE RECEIVABLES
(A) Trade receivables outstanding for more than
six months from the date they become due for payment
(i) Secured, Considered good :
(ii) Unsecured, considered good
(iii) Doubtful
(B) Trade receivables ( others)
(i) Secured, Considered good :
(ii) Unsecured, considered good
(iii) Doubtful
(Refer Note.No.25 for Details of Debts due by
Private Limited Companies in which
Director/s are interested as Directors)
Total
47

Amount in `
31.03.2013
31.03.2012
NOTE - 11:
CASH &CASH EQUIVALENTS
Cash and Stamps on hand
Balance with banks
- In Current Account
- In Deposit Account
4,56,381
3,66,584
6,89,85,186
5,65,50,000
10,10,51,977
13,30,50,000
12,59,91,567
23,44,68,561
50,88,475
42,66,425
4,28,300
26,61,900
55,16,775
69,28,325
Total
13,15,08,342
24,13,96,886
Bank deposit with more than 12 months maturity
1,00,000
2,70,000
4,05,81,515
9,07,235
1,71,06,736
11,84,44,172
9,06,032
2,00,057
3,59,09,354
9,87,758
9,00,000
10,83,60,776
9,05,401
2,41,633
17,81,45,747
14,73,04,922
- In Dividend / Refund of Capital Account

- In Margin Money Deposit for Issue of
Letters of Credit and Guarantee
NOTE - 12 :
SHORT TERM LOANS & ADVANCES:
Considered good - Unsecured
Advances recoverable in cash or in kind or
for value to be received
Others-accrued interest
Others-accured Income
Tax payments pending adjustment
Deposits
Balance with Customs, Port Trust etc.,
48

NOTES FORMING PART OF STATEMENT OF PROFIT AND LOSS
FOR THE YEAR ENDED 31ST MARCH, 2013
Amount in `
31.03.2013
31.03.2012
NOTE -13:
REVENUE FROM OPERATIONS
SALE OF PRODUCTS
- Tea, Coffee & Others
- Traded Goods
329,37,47,276
243,63,05,913
282,01,65,113
198,16,84,046
SALE OF SERVICES
573,00,53,189
9,26,82,335
480,18,49,159
7,38,49,780
2,26,17,775
85,73,206
2,26,17,775
85,73,206
584,53,53,299
488,42,72,145
38,52,089
3,22,000
1,32,91,264
43,74,192
50,46,931
45,73,054
25,21,779
50,57,528
2,18,39,545
1,71,99,292
220,05,07,291
5,78,91,969
89,28,048
18,49,76,232
179,52,77,519
5,96,89,164
80,31,522
16,24,11,803
245,23,03,540
202,54,10,008
OTHER OPERATING REVENUE

(Arising from Duty drawback/ sale of import entitlement)
NOTE - 14:
OTHER INCOME :
Interest
Income from Investments - Long term
Income from Investments - Short term
Miscellaneous income
NOTE- 15:
COST OF MATERIALS CONSUMED:
Garden Tea
Coffee
Chicory
Packing & Other Materials
49

Amount in `
31.03.2013
31.03.2012
NOTE - 16:
CHANGES IN INVENTORIES
INCREASE(-) / DECREASE (+) IN STOCK
Opening Stock
Packed Tea
Packed Coffee
Traded Goods
Closing Stock
Packed Tea
Packed Coffee
Traded Goods
1,59,39,958
28,58,816
20,06,96,347
1,60,74,163
26,11,179
16,14,38,116
21,94,95,121
18,01,23,458
2,49,55,865
34,19,675
20,87,49,649
1,59,39,958
28,58,816
20,06,96,347
23,71,25,189
21,94,95,121
(1,76,30,068)
(3,93,71,663)
12,46,57,795
2,48,89,615
(54,51,844)
9,75,833
79,23,542
10,86,59,364
1,55,50,988
10,16,589
28,36,337
66,73,748
15,29,94,941
13,47,37,026
24,37,927
18,99,082
24,37,927
18,99,082
NOTE - 17:
EMPLOYEE BENEFIT EXPENSES
Salaries, Wages and Bonus
Contribution to Provident and Other Funds
Welfare
NOTE - 18:
FINANCE COST
Interest expense
50

Amount in `
31.03.2013
31.03.2012
NOTE - 19:
SALES EXPENSES:
Sales Tax
Freight & Transport
Insurance
Commission
Advertisement
Incentive/Discounts
Business Promotion
25,92,772
8,79,03,829
34,16,803
1,64,42,849
3,59,99,254
24,62,87,782
76,51,484
5,32,401
6,97,71,551
24,23,782
18,95,417
4,92,89,723
24,63,74,102
79,95,870
40,02,94,773
37,82,82,846
48,95,767
2,72,84,521
13,43,129
34,68,898
47,61,053
1,96,31,212
11,90,609
22,44,411
1,26,19,596
1,17,56,108
1,19,70,717
9,00,871
2,80,000
1,23,35,941
84,12,860
1,16,33,669
12,42,412
3,15,000
10,00,000
5,22,500
2,13,519
2,05,000
7,08,64,106
69,470
7,32,60,484
10,00,000
4,00,000
1,89,520
2,40,000
5,50,22,040
4,87,449
6,77,39,114
22,06,54,686
18,68,45,290
NOTE - 20:
OTHER EXPENSES:
Power and Fuel
Rent
Rates and Taxes
Insurance
Repairs and Maintenance
- Buildings
- Machinery
- Vehicles
- Others
Directors Sitting Fees
Payment to statutory auditors
- As Auditors
- For Tax Audit /Certification
- For Service tax
- For Reimbursement of expenses
Packing charges
Exchange Fluctuation
Miscellaneous Expenses
51

NOTES ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2013
NOTE - 21 :
PARTICULARS OF MATERIALS CONSUMPTION
Materials Consumed
Garden Tea
Indigenous
Imported
%
99.94
0.06
`
219,91,16,485
13,90,806
%
99.83
0.17
220,05,07,291
Raw Coffee and Chicory
Indigenous
Packing and Other Materials
Indigenous
Imported
`
179,21,56,668
31,20,851
179,52,77,519
100
6,68,20,017
100
6,77,20,686
100
18,49,76,232
Nil
99.87
0.13
16,22,01,432
2,10,371
18,49,76,232
52
16,24,11,803

22
23
24
25
26
27
28
29
31.03.2013
Amount in `
31.03.2012
75,07,52,204
26,19,41,647
29,41,474
1,58,24,400
22,13,890
19,35,456
CIF Value of Imports

Garden Tea
Stock-in-trade
Stores and Spares
32,44,568
Nil
3,01,568
20,95,465
71,30,500
Nil
Sundry Debtors include:

Debts due by Private Limited Companies in which Director/s are
interested as Director/s.
Teleflex Medical Private Ltd.
AVT Mc Cormick Ingredients Private Limited
A.V.Thomas Leather & Allied Products Private Ltd.
AVT Gavia Foods Private Limited
1,18,196
17,99,873
33,91,387
1,09,047
4,58,847
12,74,104
49,86,061
5,824
53,98,424
57,37,772
25,29,68,720
4,70,200
538.00
21,69,11,547
4,70,200
461.32
42,13,780
Nil
Nil
3,15,89,955
Nil
Nil
2,00,000
7,75,000
Earnings in Foreign Exchange

F.O.B. Value of Exports
Expenditure in Foreign Currency
Travelling
Commission, Advertisement & Sales Promotion etc.
Due to Micro & Small Enterprises :

Amount due to Micro & Small Enterprises
There are no over due principal amounts and therefore no
interest is paid or payable.
Earnings Per Share:
Profit after Taxation
Number of Equity Shares outstanding at the end of the year
Earnings per share (Basic and Diluted)
Contingent Liabilities
Tax Disputed -(KGST, CST, & ENTRY TAX)
Bills Discounted with Bank
Donation to Political Parties/Purposes:
Kerala Congress (M)
Indian National Congress
53

30 Employee Benefits:
i)
Defined Benefit Plans:
a) Description of the Companys defined benefit plan:

i)
Gratuity Scheme:
This is a funded defined benefit plan for qualifying employees for which, the Company makes contribution to
the Gratuity Fund managed by the Life Insurance Corporation of India.The Scheme provides for a lumpsum payment
to vested employees at retirement,death while in employment or on termination of employment. Vesting occurs
upon completion of five years of service
ii) Leave Encashment:
The company also operates a non funded leave encashment scheme for its employees.
b) Reconciliation of changes in the Present Value of Obligation:
31.3.2013
Gratuity
(Funded Plan)
Gratuity
(Funded Plan)
Leave Encashment
(Non Funded Plan)
3,54,81,384
1,59,89,895
3,21,30,795
1,31,53,558
Current Service Cost
23,90,766
24,27,525
20,79,578
23,51,610
Interest Cost
29,26,922
12,24,572
24,64,049
9,47,285
Benefits Paid
( 20,94,021)
( 31,66,341)
( 26,60,365)
( 26,25,000)
2,40,043
4,90,077
14,67,327
21,62,442
3,89,45,094
1,69,65,728
3,54,81,384
1,59,89,895
2,70,96,752
Nil
2,47,19,907
Nil
Expected return on plan assets
28,10,900
Nil
22,34,500
Nil
Contribution by the Company
86,75,832
Nil
28,76,203
Nil
Benefits Paid
Actuarial gain / (loss)
( 20,94,021)
( 4,57,375)
Nil
Nil
( 26,60,365)
( 73,493)
Nil
Nil
Fair Value of Plan Assets at end of period
3,60,32,088
Nil
2,70,96,752
Nil
24,27,525
12,24,572
N.A
4,90,077
20,79,578
24,64,049
( 22,34,500)
15,40,820
23,51,610
9,47,285
N.A
21,62,442
41,42,174
38,49,947
54,61,337
Present Value of the Obligation at beginning of period
Actuarial loss / (gain)

Present Value of the Obligation as end of the period
c)
31.3.2012
Leave Encashment
(Non Funded Plan)
Reconciliation of changes in the fair value of Plan Assets:

Fair Value of Plan Assets at beginning of period
d) The total expense recognised in the statement of profit and loss is as follows:
Current Service Cost
23,90,766
Interest Cost
29,26,922
Expected return on plan assets
( 28,10,900)
Net Actuarial (gain) / loss recognised in the year
6,97,418
32,04,206
54

31.3.2013
30 Employee Benefits: (Contd.)
31.3.2012
Gratuity
(Funded Plan)
Leave Encashment
(Non Funded Plan)
Gratuity
(Funded Plan)
Leave Encashment
(Non Funded Plan)
e) Reconciliation of Net Liability recognised

in the balance sheet
Net Liability as at the beginning of the year
Add : Expense as (d) above
Less: Employers Contribution / Payment
Net Liability as at the end of the year
f) Constitution of Plan Assets:
Investments in LIC Group Gratuity Scheme
83,84,632
1,59,89,895
74,10,888
1,31,53,558
32,04,206
( 86,75,832)
41,42,174
( 31,66,341)
38,49,947
( 28,76,203)
54,61,337
( 26,25,000)
29,13,006
1,69,65,728
83,84,632
1,59,89,895
3,60,32,088
Not Applicable
2,70,96,752
Not Applicable
8%
8.50%
8.50%
8%
5%
NA
9%
5%
9.25%
9%
5%
NA
g) Principal actuarial assumptions used as at the Balance Sheet date:

Discount Rate
8%
Salary Escalation Rate
Attrition Rate
Expected rate of return on plan assets
8%
5%
9.25%
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority,
Promotion and other relevant factors such as demand and supply in the employment market.
h) The amounts pertaining to defined benefit plans are as follows:
31.03.2013
31.03.2012
31.03.2011
31.03.2010
31.03.2009
3,89,45,094
3,60,32,088
(29,13,006)
3,54,81,384
2,70,96,752
(83,84,632)
3,21,30,795
2,47,19,907
(74,10,888)
2,64,99,097
2,13,29,503
( 51,69,594)
2,08,27,756
1,68,90,442
( 39,37,314)
2,40,043
(4,57,375)
14,67,327
(73,493)
31,01,316
1,12,468
27,29,845
2,65,370
25,99,990
26,86,952
Gratutity - Funded Plan

Defined benefit obligation
Plan Assets
Surplus/(deficit)
Experience adjustment plan liabilities
Experience adjustment plan assets
The Company expects to fund ` 50 lakhs towards its gratuity plan during the year 2013/14
ii)
Defined Contribution Plans:

The Company makes contribution towards employees' provident fund, family pension
fund, super annuation fund and employees' state insurance scheme. Under the rules
of these schemes, the Company is required to contribute a specified percentage of
payroll costs The Company during the year recognised `.1,58,63,470 as expense
towards contributions to these plans.
55

31 SEGMENTWISE REVENUE RESULTS AND CAPITAL EMPLOYED
Amount in `Lakhs
Previous year
1. Segment Revenue
a) Packet Tea & Coffee
32,937
28,202
b) Trade
24,590
19,903
927
738
58,454
48,843
Nil
Nil
58,454
48,843
2,360
2,198
b) Trade
981
782
c) Services
365
309
3,706
3,289
24
19
(73)
3,755
3,269
4,492
4,261
b) Trade
2,107
2,040
469
236
3,421
2,246
10,489
8,783
c) Services
Total
Less Inter Segment Revenue
Net Sales / Income from Operations
2. Segment Results
Profit before tax and interest from
Total
Less : 1) Interest
2) Other Un-allocable
expenditure net of un-allocable income
Total Profit Before Tax
3. Capital Employed
(Segment Assets - Segment Liabilities)
c) Services
d) Others
Total
56

32 Related Party Transactions:
Following Associate Companies are related to the Company on account of common control through Constitution
of Board / Shareholding :
- A V Thomas International Ltd.
- L.J. International Ltd.
- A V Thomas Investments Company Ltd.
- The Midland Rubber & Produce Company Ltd.
- The Nelliampathy Tea & Produce Company Ltd.
- Neelamalai Agro Industries Ltd.
- AVT Natural Products Ltd.
- AVT McCormick Ingredients Private Ltd.
- Teleflex Medical Private Ltd.
- AVT Holdings Private Ltd.
- Midland Latex Products Ltd.
- The Highland Produce Company Ltd.
- The Rajagiri Rubber & Produce Company Ltd.
- Dalp Trading and Manufacturing Ltd.
- A V Thomas Leather & Allied Products Private Ltd.
- A V Thomas Exports Ltd.
- Ajit Thomas Holdings Private Ltd.
- Midland Corporate Advisory Services Private Ltd.
- AVT Natural Pte Ltd.
- Midland Natural Pte Ltd.
- Heilongjiang AVT Bio-Products Ltd.
- AVT Wood Products Private Ltd.
- AVT Gavia Foods Private Ltd.
- AVT Tea Services Ltd UK
- J. Thomas Educational & Benevolent Trust
- Midland Charitable Trust
- Dalp Benevolent Trust
57

Key Management Personnel - Mr.Ajit Thomas, Executive Chairman.
31.03.2013
Details of Transactions:
INCOME:
Sales
C&F and Warehousing Charges
Rent
Service Charges
Royalty
Dividend Received
31.03.2012
Associate
Companies
Key Management
Personnel
(Including Relatives)
Associate
Companies
Key Management
Personnel
(Including Relatives)
1,35,087
3,82,31,276
4,71,000
60,000
29,000
3,22,000
Nil
Nil
Nil
Nil
Nil
Nil
4,58,469
4,15,52,517
7,27,000
60,000
3,39,724
45,73,054
Nil
Nil
Nil
Nil
Nil
Nil
44,67,82,892
8,00,000
Nil
Nil
1,00,00,000
5,50,000
Nil
Nil
13,16,200
80,000
Nil
3,26,49,700
31,83,24,119
8,00,000
Nil
Nil
75,00,000
5,50,000
Nil
Nil
26,28,600
40,000
Nil
3,26,49,700
Investments in Shares
Redemption of Preference Shares
Balance as on 31st March 2013
1,15,00,000
Nil
Nil
Nil
1,00,00,000
10,00,00,000
Nil
Nil
Debit Balance
Credit Balance
99,97,427
2,05,30,513
Nil
Nil
1,29,55,734
2,06,66,988
Nil
Nil
EXPENDITURE:
Purchases
Rent
Remuneration
Sitting Fees
Donation Paid
Dividend Paid
Others
33 ACCOUNTING FOR TAXES ON INCOME

The impact of deferred tax on income for the year is not considered material and hence not recognised
34 Previous years figures have been regrouped wherever necessary
For SURI & CO.
R. MAHESH
Partner
Place : Chennai,
AJIT THOMAS
Executive Chairman
P.SHANKAR
Director
R. VENUGOPALAN
58

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013
Amount in `
31.03.2013
31.03.2012
A.
CASH FLOW FROM OPERATING ACTIVITIES:

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

Adjustments for:
Trade Receivables
Inventories
Trade Payables
Other current liabilities
Other current assets
Cash Generated from Operations

Direct Taxes Paid
32,69,11,547
1,95,81,268
( 2,69,485)
(1,74,65,353)
( 44,76,011)
24,37,927
1,98,80,516
( 6,95,343)
(1,21,41,764)
36,51,263
18,99,082
( 1,91,654)
1,25,93,754
37,52,77,066
33,95,05,301
11,17,04,982
(15,74,28,192)
(5,65,77,791)
(1,83,67,543)
(1,94,26,402)
(4,51,62,474)
(7,41,76,297)
5,52,52,147
3,78,14,438
( 48,40,147)
(14,00,94,946)
(3,11,12,333)
23,51,82,120 30,83,92,968
(11,80,90,238) (11,48,76,840)
Net Cash from Operating Activities

B
37,54,68,720
11,70,91,882
19,35,16,128
CASH FLOW FROM INVESTING ACTIVITIES

Sales of Fixed Assets
Purchase of Fixed Assets
Interest / Dividend Received
Purchase of Investments
Sale of Investments
5,48,092
29,68,696
(4,26,07,883) (4,07,26,233)
1,75,45,876
1,09,94,271
(14,47,91,264) (11,25,21,679)
- 10,00,00,000
Net Cash From Investing Activities
(16,93,05,179)
59
(3,92,84,945)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013 (Contd.)
Amount in `
31.03.2013
31.03.2012
C
CASH FLOW FROM FINANCING ACTIVITIES

Interest Paid
Dividend Paid
( 24,37,927)
(5,38,25,770)
( 18,99,082)
(5,48,92,920)
(5,62,63,697)
(5,67,92,002)
(10,84,76,994)
9,74,39,181
Cash and Cash Equivalents as at 1.04.2012
23,44,68,561
13,70,29,380
Cash and Cash Equivalents as at 31.03.2013
12,59,91,567
23,44,68,561
(10,84,76,994)
9,74,39,181
Net Increase in Cash and Cash Equivalents

For SURI & CO.
R. MAHESH
Partner
Place : Chennai,
AJIT THOMAS
Executive Chairman
P.SHANKAR
Director
R. VENUGOPALAN
60

Particulars of Profits, Provisions, Dividends etc.,
(For the last 10 years)
DIVIDENDS PAID
Year
Net Profit
before taxation
Depreciation
written off
Rs.
Rs.
On Equity
Shares
Provision
for
taxation
Share
Holders
funds
Rs.
Rs.
Amount
Rs.
Percentage
2003-2004
5,23,06,923
82,77,841
2,00,00,000
30,37,26,572
47,02,000
100
2004-2005
5,31,32,951
1,04,22,752
2,15,00,000
32,46,81,574
94,04,000
200
2005-2006
8,42,02,142
1,12,54,372
3,60,00,000
33,53,53,527
3,29,14,000
700
2006-2007
11,93,12,686
1,23,79,670
4,95,00,000
36,43,26,874
3,52,65,000
750
2007-2008
16,62,51,864
1,67,48,667
6,35,00,000
41,20,67,688
4,70,20,000
1000
2008-2009
19,60,72,494
1,79,03,262
6,85,00,000
48,46,29,132
4,70,20,000
1000
2009-2010
26,12,48,072
1,48,30,382
9,25,00,000
57,10,42,245
7,05,30,000
1500
2010-2011
30,22,28,873
2,04,52,872
10,25,00,000
71,60,32,491
4,70,20,000
1000
2011-2012
32,69,11,547
1,98,80,516
11,00,00,000
87,82,96,218
4,70,20,000
1000
2012-2013
37,54,68,720
1,95,81,268
12,25,00,000
104,89,29,978
2,35,10,000
500 *
4,70,20,000
1000 **
* Interim Dividend Paid

** Final Dividend Recommended
61

PROXY FORM
I/We .................................................................................................................................................................................
of ....................................................................................... in the district of .........................................................
............................................................................ being a member/members of the above named Company hereby
appoint ............................................................................................................................................................................
or failing him ...................................................................................................................................................................
as my / our proxy to vote for me / us on my / our behalf at the Seventy Eighth Annual General Meeting of the
company to be held on the 29th day of August, 2013 and at any adjournment thereof.
Signed this ......................................................................... day of ................................................................ 2013
D.P. Id *
Folio No.
Client Id *
No. of Shares
Affix
Revenue
Signature .......................................
Stamp
* Applicable for investors holding shares in dematerialised form

N.B. The Proxy should be deposited at the Registered Office of the Company at W-21/674, Beach Road,
Alappuzha - 688 012, at least 48 hours before the time for holding the meeting.

A V Thomas & Co LTD 2013

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A.V.

THOMAS AND COMPANY LIMITED

REGISTRAR & SHARE TRANSFER AGENT

A.V. THOMAS AND COMPANY LIMITED

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

By Order of the Board

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

By Order of the Board

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

Mr.Raghu Bhale Rao,

Masters Degree in Political Science & M B A

Retired Business man and was dealing in

Mr.P.Shankar, retired as Central Vigilance Commissioner of India in

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

Nature of Office held:

Member of the Audit Committee

Nature of Office held:

The Midland Rubber & Produce Co. Ltd

Neelamalai Agro Industries Limited

Chairman of the Audit Committee of

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

Profit Before Tax

Less: Provision for Tax

Profit After Tax

Add: Surplus brought forward

which your Directors recommend to appropriate:Transfer to General Reserve

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

By Order of the Board

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

The key performance ratios:

ii) Opportunities and Threats :

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

Risk minimising steps

Fixed Assets and Current Assets

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

Whenever the company deals in commodity trading or exports, the

Foreign Exchange Risk

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

Credit risk on exports

All the exports are done either by advance payment or through

FINANCIAL PERFORMANCE ANALYSIS :

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

Mr. Ajit Thomas (Executive Chairman)

Non - Executive Directors

Non - Executive Directors

Mr.Raghu Bhale Rao

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

Note: Mr.P.Shankar was co-opted as a Director of the Company on 30-05-2013.

Shareholding of Non-Executive Directors as on 31.3.2013

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

Mr.Raghu Bhale Rao

Mr.K.Bhagavatheeswaran resigned as Director of the Company on 07-09-2012.

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

6. GENERAL BODY MEETINGS :