AVI POLYMERS LIMITED

Transcription

1 AVI POLYMERS LIMITED The Company was incorporated as a Public Limited Company under the Companies Act, 1956 on 1 st March, 1993 as AVI Polymers Limited ( herein after referred to as Company or the Company ) and obtained Certificate of Commencement of Business on 7 th April, 1993 from the Registrar of Companies, Bihar. The Corporate Identification Number ( CIN ) of the Company is L27204JH1993PLC Registered Office Address : At Ambica Compound, Old H B Road, Ranchi Corporate Office Address : 103, Nalanda Complex, Nr. Mansi Tower, Vastrapur, Ahmedabad Phone No. : Id : AVIpolymer@gmail.com Website : Corporate Identity Number : L27204JH1993PLC Contact Person : Mr. Mansukh Patel INFORMATION MEMORANDUM FOR LISTING OF 56, 07,300 EQUITY SHARES OF RS.10/- EACH ( INCLUSIVE OF EQUITY SHARES WHICH ARE FORFEITED ) GENERAL RISKS Investment in equity and equity related securities involves a degree of risk and investors should not invest in equity Shares of the Company unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Shares of AVI Polymers Limited. For taking an investment decision, investors must rely on their own examination of AVI Polymers Limited, including the risks involved. The securities have not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the Risk Factors.

2 ABSOLUTE RESPONSIBILITY OF AVI POLYMERS LIMITED AVI Polymers Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to AVI Polymers Limited, which is material, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares of AVI Polymers Limited which are listed on Ahmedabad Stock Exchange Limited are proposed to be listed and traded on BSE Limited. REGISTRAR AND SHARE TRANSFER AGENTS MCS SHARE TRANSFER AGENT LIMITED 12/1/5, Manoharpukur Road, Kolkata Phone No.: /52/5 Fax : mcssta@rediffmail.com Contact Person : Subhash Bhattacharya SEBI Registration No. : INR

3 TABLEOFCONTENTS Sr.No. Particulars Page No. I. DEFINITIONS AND ABBREVIATIONS 4 II. GENERAL 7 Presentation Of Financial, Industry And Market Data 7 Forward Looking Statements 8 III. RISK FACTORS AND MANAGEMENT PERCEPTIONS 10 THERE OF IV. INTRODUCTION 21 Summary of Business 21 Summary of Financial Information 23 General Information 29 Capital Structure 33 Disclosures 63 V. ABOUT THE COMPANY 64 Our History and certain Corporate Matters 64 Our Management 65 Our Promoters 66 Corporate Governance Report 67 Management Discussion and Analysis 71 VI. FINANCIAL INFORMATION 75 Report of the Statutory Auditors and Financial Statements for the 90 year ended on 31 st March, 2015 Report of the Statutory Auditors and Financial Statements for the 110 year ended on 31 st March, 2014 VII. OUTSTANDING LITIGATIONS 132 VIII MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION 133 IX. OTHER INFORMATION Material Contracts And Documents For Inspection 169 Declaration 170 3

4 SECTION I - DEFINITIONS AND ABBREVIATIONS Unless the context otherwise requires, in the Information Memorandum, all references to AVI, AVI Polymers, we, us, our and the Company are to AVI Polymers Limited. Term Description The Company or AVI or AVI Polymers or we or us or our AOA/Articles/Articles of Association Auditors / Statutory Auditors Banker(s) to the Company Board of Directors/ Board/Directors BSE / Bombay Stock Exchange Director(s) AVI Polymers Limited having its registered Office at Ambica Compound, Old H B Road, Ranchi Article of Association of the Company, as amended from time to time, unless the context otherwise specifies The Statutory Auditors of the Company, M/s, S.S. Dasani & Co. Chartered Accountant. Bankers to the Company are State Bank of India and Colour Merchants Co-operative Bank Ltd. The Board of Directors of the Company or a committee constituted thereof, unless the context otherwise specifies BSE Limited The director(s) of the Company, unless otherwise specified. Equity Shares Equity shares of the Company of face value of Rs. 10 each, fully paid up, unless otherwise specified in the context thereof Information Memorandum Memorandum/ Memorandum of Association Promoters Promoter Group Registered Office Registrar/ Registrar & Share Transfer Agent This document as filed with the Stock Exchange is Known as and referred to as the Information Memorandum The Memorandum of Association of AVI Polymers Limited The promoters of the Company. Includes such persons and entities constituting our promoter group in terms of Regulation 2 (1)(zb) of the SEBI ICDR Regulations The registered office of the Company at Ambica Compound, Old H B Road, Ranchi The Registrar & Share Transfer Agent of the Company is MCS SHARE TRANSFER AGENT LIMITED at 4

5 12/1/5, Manoharpukur Road, Kolkata Abbreviations Term Act or Companies Act AGM AS AY BIFR CG CIN CDSL ASE Depositories Depositories Act DP / Depository Participant EBITDA EGM EPS Financial year / fiscal / FY HUF I.T. ACT Indian GAAP Listing Agreement NA NAV Description The Companies Act, 2013 to the extent of Sections notified or Companies Act, 1956, as amended from time to time Annual General Meeting Accounting Standards issued by the Institute of Chartered Accountants of India Assessment Year Board for Industrial and Financial Reconstruction Central government Corporate Identification Number Central Depository Services (India) Limited Ahmedabad Stock Exchange Limited NSDL and CDSL The Depositories Act, 1996 as amended from time to time A depository participant as defined under the Depositories Act, 1996 Earnings Before Interest, Tax, Depreciation and Amortisation Extraordinary General Meeting Earnings per Equity Share Period of twelve months ended March 31 of that particular year, unless otherwise stated Hindu Undivided Family The Income-tax Act, 1961, as amended from time to time, except as stated otherwise Generally Accepted Accounting Principles in India Listing agreement entered into by the Company with the Stock Exchanges Not Applicable Net Asset Value being paid up equity share capital plus free reserves (excluding reserves created out of revaluation) less deferred expenditure not written off (including miscellaneous expenses not written off) and debit balance of Profit and Loss account, divided by 5

6 number of issued Equity Shares NSDL National Securities Depository Limited P/E Ratio Price/Earnings Ratio PAN Permanent Account Number allotted under the Income Tax Act, 1961 PAT Profit after tax PBT Profit before tax RBI Reserve Bank of India RBI Act The Reserve Bank of India Act, 1934, as amended from time to time Roc Registrar of Companies, Jharkhand Rs. Indian Rupees RSE Designated Regional Stock Exchange SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time SEBI The Securities and Exchange Board of India constituted under the SEBI Act, 1992, as amended from time to time SEBI Act Securities and Exchange Board of India Act 1992, as amended from time to time SEBI Guidelines SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 including instructions and clarifications issued by SEBI from time to time. State Government The government of a state of the Union of India UIN Unique Identification Number 6

7 SECTION II GENERAL PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA Certain Conventions Unless otherwise specified or the context otherwise requires, all references to India in this Information Memorandum are to the Republic of India, together with its territories and possessions. Unless the context otherwise requires, all references to the "Company", "we", "us" and "our" refers to AVI Polymers Limited. Financial Data Unless indicated otherwise, the financial data in this Information Memorandum is derived from our financial statements prepared in accordance with the Generally Accepted Accounting Principles in India ( Indian GAAP ) and the Companies Act, 1956, as amended ( Companies Act ) included elsewhere in this Information Memorandum. The financial year commences on April 1 and ends on March 31, so all references to a particular financial year are to the twelve-month period ended March 31 of that year. In this Information Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. Currency of Presentation All references to Rupees or INR are to Indian Rupees, the official currency of the Republic of India. Industry and Market Data Unless stated otherwise, industry data and the market data used throughout this Information Memorandum have been obtained from industry publications, websites and other authenticated published data. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although, the Company believes that industry data used in this Information Memorandum is reliable, it has not been independently verified. Similarly, internal company reports, while believed by us to be reliable, have not been verified by any independent sources. 7

8 The extent to which the market and industry data used in this Information Memorandum is meaningful depends on the readers familiarity with the understanding of the methodologies used in compiling such data. There are no standard valuation methodologies or accounting policies in the said industry in India and methodologies and assumptions may vary widely among different industry sources. FORWARD LOOKING STATEMENTS This Information Memorandum contains certain words or phrases, including, will, aim, will likely result, believe, expect, will continue, anticipate, estimate, intend, plan, contemplate, seek to, future, would, objective, goal, project, should, will pursue and similar expressions or variations of such expressions, that are forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. All forward looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others: - General economic and business conditions in India and other countries. Ourability to successfully implement our strategy, our growth and expansion, our exposure to market risks that have an impact on our business activities or investments. The changes in monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices. The performance of the financial markets in India and globally, changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry. Changes in the value of the Rupee and other currencies. The occurrence of natural disasters or calamities. Change in political and social conditions in India. The Loss or shutdown of operations of the Company at any time due to strike. 8

9 The Loss of our key employees and Staff. Our ability to respond to technological changes. Absolute Responsibility of AVI Polymers Limited AVI Polymers Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Company, which is material, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions are intentions misleading in any material respect 9

10 SECTION II. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF An investment in the Equity Shares involves a high degree of risk. You should carefully consider all the information in the IM, including the risks and uncertainties summarised below, before making an investment in our Equity Shares. The risks described below are relevant to the industries our Company is engaged in, our Company and our Equity Shares. To obtain a complete understanding of our Company, you should read this section in conjunction with the chapters titled Summary of Business and Management s Discussion and Analysis of Financial Condition and Results of Operations beginning on page 21 and 70, respectively, of the IM as well as the other financial and statistical information contained in the IM. Prior to making an investment decision, prospective investors should carefully consider all of the information contained in the Section IV titled Financial Information beginning on page 21 of the IM. Unless stated otherwise, the financial data in this section is as per our financial statements prepared in accordance with Indian GAAP. If any one or more of the following risks as well as other risks and uncertainties discussed in the IM were to occur, our business, financial condition and results of our operation could suffer material adverse effects, and could cause the trading price of our Equity Shares and the value of investment in the Equity Shares to materially decline which could result in the loss of all or part of investment. Prospective investors should pay particular attention to the fact that our Company is incorporated under the laws of India, and is therefore subject to a legal and regulatory environment that may differ in certain respects from that of other countries. The IM also contains forward looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors, including the considerations described below and elsewhere in the IM. These risks are not the only ones that our Company face. Our business operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations. Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify financial or other implication of any risks mentioned herein. Management Perception The Company, at present follows such rules, regulations and guidelines as may be applicable to a Company. It follows and regularly complies with the guidelines issued by SEBI, Companies Act 10

11 from time to time and will always strive to take due care to follow the same. Thus the applicability of such laws will have limited consequences upon business and performance of the Company.. The Company follows a systematic process for planning and implementation of its strategies. The Company is exposed to specific risks that are particular to its business and the environment within which it operates. The measurement, monitoring management of risk remains key focus areas for the company. The Company has in built balancing business strategy/approach so as to ensure minimum effect on the business of the company in the adverse situations of political, economic scenario and government policies. Materiality The Risk factors have been determined on the basis of their materiality. The following factors have been considered for determining the materiality. 1. Some events may not be material individually but may be material when considered collectively. 2. Some events may have an impact which is qualitative though not quantitative. 3. Some events may not be material at present but may have a material impact in the future. INTERNAL RISKS : Risks are Matter involving our Company Number of cases Financial implications 1. Our Company do not have adequate Cash flows. Low Cash flow could adversely impact our business, financial condition and results of operations. Cash flow of a Company is a key indicator to show the extent of cash generated from operations to meet its capital expenditure, pay dividends, repay loans and make new investments without raising finance from external resources. During the last several years, the Company has very low profitability and Cash flows. If we are not able to generate sufficient cash flow, it may adversely affect our business and financial operations. Please refer to page No. 27 for cash flow statement. 2. Our operations are significantly located in the Ahmedabad Region and failure to expand our operations may restrict our growth and adversely affect our business Currently, we are carrying our business mainly in the Ahmedabad Region and hence our major revenues are generated from operations in these regions only. In the event that demand for our products in general reduces or stops by any reason including political discord or instability or 11

12 change in policies of State, then our financial condition and operating results may be materially and adversely affected. As we seek to diversify our regional focus we may face the risk that our competitors may be better known in other markets, enjoy better relationships with customers. Our lack of exposure in geographical boundaries outside our operating regions could impact our future revenues. 3. Our business requires us to obtain and renew certain registrations, licenses and permits from government and regulatory authorities and the failure to obtain and renew them in a timely manner may adversely affect our business operations. Our business operations require us to obtain and renew from time to time, certain approvals, licenses, registrations and permits, some of which may expire and for which we may have to make an application for obtaining the approval or its renewal. We will be applying for certain approvals relating to our business. If we fail to maintain such registrations and licenses or comply with applicable conditions, or a regulatory authority claims we have not complied, with these conditions, our certificate of registration for carrying on a particular activity may be suspended and/or cancelled and we will not then be able to carry on such activity. This could materially and adversely affect our business, financial condition and results of operations. We cannot assure you that we will be able to obtain approvals in respect of such applications or any application made by us in the future. 4. Our success depends largely upon the services of our Promoter, Directors and other key managerial personnel and our ability to attract and retain them. We are dependent on our Promoters, Directors & Key Managerial Personnel for setting our strategic direction and managing our businesses. Our Promoter has over the period built relations with suppliers, customers and other persons who are connected with us. Accordingly, our Company s performance is dependent upon the services of our Promoter, our Directors and other key managerial personnel. Our future performance will depend upon the continued services of these persons. Demand for key managerial personnel in the industry is intense and our inability to attract and retain key managerial personnel may affect the operations of our Company. 5. Our inability to manage growth could disrupt our business and reduce our profitability. A principal component of our strategy is to continue to grow by expanding the size and geographical scope of our businesses, as well as the development of our new products portfolio. This growth strategy will place significant demands on our management, financial and other resources. It will require us to continuously develop and improve our operational, financial and internal controls. Continuous expansion increases the challenges involved in financial management, recruitment, 12

13 training and retaining high quality human resources, preserving our culture, values and entrepreneurial environment, and developing and improving our internal administrative infrastructure. Any inability on our part to manage such growth could disrupt our business prospects, impact our financial condition and adversely affect our results of operations. 6. The prices we are able to obtain for the products that we trade depend largely on prevailing market prices. The price of the products traded by us has a significant impact on our profits. Products has been subject to price fluctuations resulting from weather, domestic and foreign trade policies, shifts in supply and demand and other factors beyond our control. As a result, any fluctuation in prices could have a material adverse effect on our Company and our results of operations. 7. Substantial portion of our revenues has been dependent upon our few clients. The loss of any one or more of our major clients would have a material adverse effect on our business operations and profitability. For the period ended September 30, 2014, our top 5 clients contributed almost 99% of our sales. The loss of our major customers or a decrease in the volume of products sourced from us may adversely affect our revenues and profitability. We cannot assure you that we shall generate the same quantum of business, or any business at all, from these customers, and loss of business from one or more of them may adversely affect our operations and profitability. 8. We are only dependent upon a few suppliers for our raw material for our current trading business. 100 % of our purchase is from our top 3 suppliers, for the period ended September 30, Any problems faced by our suppliers resulting in delays or non-adherence to quality requirements could adversely impact our ability to meet our customer s requirements in time and our operations would be affected to the extent we are unable to line up supplies from alternate suppliers. 9. We face intense competition in our businesses, which may limit our growth and prospects. Our Company faces significant competition from other manufacturers and traders. In particular, we compete with other traders operating in the markets in which we are present. Our competitors may have advantages over us, including, but not limited to: Substantially greater financial resources Longer operating history than in certain of our businesses; Greater brand recognition among consumers; 13

14 Larger customer bases in and outside India; or Morediversified operations which allow profits from certain operations to support others with over profitability. These competitive pressures may affect our business, and our growth will largely depend on our ability to respond in an effective and timely manner to these competitive pressures. 10. Our ability to pay dividends in the future will depend upon future earnings, financial condition, cash flows, working capital requirements and capital expenditures. We have not paid any dividends since incorporation. Our future ability to pay dividends will depend on our earnings, financial condition and capital requirements. Dividends distributed by us will attract dividend distribution tax at rates applicable from time to time. There can be no assurance that we will generate sufficient income to cover the operating expenses and pay dividends to the shareholders. Our ability to pay dividends will also depend on our expansion plans. We may be unable to pay dividends in the near or medium term, and the future dividend policy will depend on the capital requirements and financing arrangements for the business plans, financial condition and results of operations. 11. We do not own our Registered Office from which we operate. We do not own the premises on which our Registered Office is situated. We have been using the premises without any Rent agreement. The Premises are owned by the relatives of the Promoters and he has given the premises to be used as the registered office. We cannot assure you that we will own, or have the right to occupy, this premises in the future, or that we will be able to continue with the uninterrupted use of this property, which may impair our operations and adversely affect our financial condition. 12. Our Company has not registered the trademark. Our ability to use the trademark may be impaired if the same is not registered under our name. We have not registered the trademark and logo of our Company which we use. The registration for the said trademark in our name is important to retain our brand equity. If we do not register our trademark, we may lose the statutory protection available to us under the Trade Marks Act, 1999 for such trademark. We are unable to assure that the future viability or value of any of our intellectual. Our Company s business may be affected due to our inability to protect our existing and future intellectual property rights. Currently, we do not enjoy the statutory protections accorded to a trademark registered in India and may not prohibit the use of such name and logo by anybody by means of statutory protection until it is registered. 14

15 13. Future issuances of Equity Shares or future sales of Equity Shares by our Promoter and certain shareholders, or the perception that such sales may occur, may result in a decrease of the market price of our Equity Shares. In the future, we may issue additional equity securities for financing our capital requirements. In addition, our Promoter and certain shareholders may dispose off their interests in our Equity Shares directly, indirectly or may pledge or encumber their Equity Shares. Any such issuances or sales or the prospect of any such issuances or sales could result in a dilution of shareholders holding or a negative market perception and potentially in a lower market price of our Equity Shares. 14. We have in the past entered into related party transactions and may continue to do so in the future During the last five years we have not entered into any related party transactions. However in future we may be require to enter into related party transactions. While we believe that all such transactions have been conducted on an arm s length basis, there can be no assurance that we could not have achieved more favourable terms had such transactions not been entered into with related parties. Furthermore, it is likely that we may enter into related party transactions in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our financial condition and results of operations. 15. Currently our shares are listed on ASE and as on date there is no trading in shares of our Company thus we are Illiquid Stock. Presently, there is no trading activity at ASE, therefore we are in the process of listing our equity shares at BSE. EXTERNAL RISKS : 1. Global economic, political and social conditions may harm our ability to do business, increase our costs and negatively affect our stock price. Global economic and political factors that are beyond our control, influence forecasts and directly affect performance. These factors include interest rates, rates of economic growth, fiscal and monetary policies of governments, inflation, deflation, foreign exchange fluctuations, consumer credit availability, consumer debt levels, unemployment trends, terrorist threats and activities, worldwide military and domestic disturbances and conflicts, and other matters that influence 15

16 consumer confidence, spending and tourism. Increasing volatility in financial markets may cause these factors to change with a greater degree of frequency and magnitude. 2. Global recession and market conditions could cause our business to suffer. The developed economies of the world viz. U.S., Europe, Japan and others are in midst of recoveringfrom recession which is affecting the economic condition and markets of not only these economies but also the economies of the emerging markets like Brazil, Russia, India and China. General business and consumer sentiment has been adversely affected due to the global slowdown and there cannot be assurance, whether these developed economies will see good economic growth in the near future. Consequently, this has also affected the global stock and commodity markets. 3. Natural calamities and changing weather conditions caused as a result of global warming could have a negative impact on the Indian economy and consequently impact our business and profitability. Natural calamities such as draughts, floods, and earthquakes could have a negative impact on the Indian economy and may cause suspension, delays or damage to our current projects and operations, which may adversely impact our business and our operating results. India being a monsoon driven economy, climate change caused due to global warming bringing deficient / untimely monsoons could impact Government policy which in turn would adversely affect our business. 4. Tax rates applicable to Our Company may increase and may have an adverse impact on our business. Any increase in the tax rates including surcharge and education cess applicable to us may have an adverse impact on our business and results of operations and we can provide no assurance as to the extent of the impact of such changes. 5. Political instability or changes in the Government could adversely affect economic conditions in India generally and our business in particular. The Government of India has traditionally exercised and continues to exercise a significant influence over many aspects of the economy. Our business, and the market price and liquidity of our Equity Shares, may be affected by interest rates, changes in Government policy, taxation, social and civil unrest and other political, economic or other developments in or affecting India. Since 1991, successive governments have pursued policies of economic liberalization and financial sector 16

17 reforms. However, there can be no assurance that such policies will be continued in the future. A significant change in India s economic liberalization and deregulation policies could disrupt business and economic conditions in India generally and adversely affect our business, financial condition and results of operations. 6. Civil unrest, acts of violence including terrorism or war involving India and other countries could materially and adversely affect the financial markets and our business. Any major hostilities involving India or other acts of violence, including civil unrest or similar events that are beyond our control, could have a material adverse effect on India s economy and our business. Terrorist attacks and other acts of violence may adversely affect the Indian stock markets, where our Equity Shares will trade, and the global equity markets generally. 7. There is no guarantee that the Equity Shares will be listed on the of BSE in a timely manner, or at all. In accordance with Indian law and practice, approval for listing and trading will require all relevant documents authorizing the issuing of Equity Shares to be submitted. There could be a failure or delay in listing the Equity Shares on BSE. Any failure or delay in obtaining the approval would restrict your ability to dispose of your Equity Shares. 8. The price of our Equity Shares may be volatile, or an active trading market for our Equity Shares may not develop. The trading price of our Equity Shares may fluctuate after listing at BSE due to a variety of factors, including our results of operations and the performance of our business, competitive conditions, general economic, political and social factors, the performance of the Indian and global economy and significant developments in India s fiscal regime, volatility in the Indian and global securities market, performance of our competitors, the Indian Capital Markets and Finance industry, changes in the estimates of our performance or recommendations by financial analysts and announcements by us or others regarding contracts, acquisitions, strategic partnerships, joint ventures, or capital commitments. In addition, if the stock markets experience a loss of investor confidence, the trading price of our Equity Shares could decline for reasons unrelated to our business, financial condition or operating results. The trading price of our Equity Shares might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. Each of these factors, among others, could materially affect the price of our Equity Shares. There can be no assurance that an active trading market for our Equity Shares will develop or be sustained after this Issue, or that the price at which our Equity Shares are initially offered will correspond to the prices at which they will trade in the market subsequent to this Issue. 17

18 9. There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a shareholder s ability to sell, or the price at which it can sell, Equity Shares at a particular pointing time We will be subject to a daily circuit breaker imposed by BSE, which does not allow transactions beyond specified increases or decreases in the price of the Equity Shares. This circuit breaker operates independently of the index-based, market-wide circuit breakers generally imposed by SEBI on Indian stock exchanges. The percentage limit on our circuit breakers will be set by the stock exchanges based on the historical volatility in the price and trading volume of the Equity Shares. The BSE may not inform us of the percentage limit of the circuit breaker in effect from time to time and may change it without our knowledge. This circuit breaker will limit the upward and downward movements in the price of the Equity Shares. As a result of this circuit breaker, no assurance can be given regarding your ability to sell your Equity Shares or the price at which you may be able to sell your Equity Shares at any particular time. 10. Litigation Summary : We have certain litigation filed against the Company by the Income Tax Department. The details of the same is as under : Name of status Nature of Dues Amount Rs. In Lacs Income tax Tax on Act,1961 assessment u/s (3) Income tax Tax on Act,1961 Assessment u/s (3) Financial Forum where Year to dispute is pending which amount relates Gujarat High Court Ahmedabad ITAT Ahmedabad Total

19 The Risk Management Policy as framed by the Company is as under : RISK MANAGEMENT POLICY OBJECTIVE & PURPOSE OF POLICY The Company is prone to inherent business risks. AVI Polymers Limited constantly endeavours to manage its operations that risks associated with the operations are minimum, which helps to protect the interest of various Stakeholders. This document is intended to formalize a risk management policy, the objective of which shall be identification, evaluation, monitoring and minimization of identifiable risks. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. Risk Management Policy is also to ensure the compliance of the legal laws, wherever applicable. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. APPLICATION This policy applies to all areas of the Company s operations. IMPLEMENTATION : The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network. Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee. Identification of Risks : Among various risks, some of the risks as identified by the company includes business operations risk, foreign exchange risks, natural disasters risks, liquidity risks, human resources risk, legal risks, systems risks etc. The Company adopts a specific strategy to deal with these risks. ROLE OF THE BOARD The Board will undertake the following actions to ensure risk is managed appropriately: 19

20 1. The Board shall be responsible for framing, implementing and monitoring the risk management plan for the company. 2. The Board shall define the roles and responsibilities of the Heads of Departments for risk management and may delegate monitoring and reviewing of the risk management plan to the Committee and such other functions as it may deem fit. 3. Ensure that the appropriate systems for risk management are in place. 4. The independent directors shall help in bringing an independent judgment to bear on the Board s deliberations on issues of risk management and satisfy themselves that the systems of risk management are robust and defensible; 5. Participate in major decisions affecting the organization s risk profile; 6. Have an awareness of and continually monitor the management of strategic risks; 7. Be satisfied that processes and controls are in place for managing less significant risks; 8. Be satisfied that an appropriate accountability framework is working whereby any delegation of risk is documented and performance can be monitored accordingly; 9. Ensure risk management is integrated into board reporting and annual reporting mechanisms; REVIEW : Risk Management Policy may be reviewed by the Board of Directors, from time to time and the Board shall ensure that risk management systems are reviewed at least once in a year. 20

21 SECTION IV INTRODUCTION SUMMARY OF BUSINESS In this section, unless the context requires otherwise, any reference to we, our and us refers to the Company. OVERVIEW The Company was incorporated as a Public Limited Company under the Companies Act, 1956 on 1 st March, 1993 as AVI Polymers Limited ( herein after referred to as Company or the Company ) and obtained Certificate of Commencement of Business on 7 th April, 1993 from the Registrar of Companies, Bihar. The Corporate Identification Number ( CIN ) of t he Company is L27204JH1993PLC The Registered Office of the Company is situated at At Ambica Compound, Old H B Road, Ranchi and Corporate Office is situated at : 103, Nalanda Complex, Nr. Mansi Tower, Vastrapur, Ahmedabad The Company made an Initial Public Offering of Shares in the year Pursuant to Intial Public Offer the Shares of the Company were listed at Magadh Stock Exchange and Ahmedabad Stock Exchange. Presently majority of the Company s activities are carried out through its Corporate Office at Ahmedabad. The activities carried out by the Company are within the scope of the Object Clause of our Memorandum of Association. Main Objects of AVI Polymers Limited The main objects of the AVI Polymers Limited as set out in Clause III ( A ) of the Memorandum of Association are as follows: 1. To carry on the business of & to manufacture, produce, refine process, formulate, mix or prepare, buy, sell, transfer or otherwise dispose off, trade, deal in and deal with, import and export any and all classes and kinds of polyethylene in India of outside India and any and all classes and kinds of chemicals, source materials, ingredients, mixtures, derivatives and compounds thereof and any and all kinds of products of which any of the foregoing constitutes an ingredient or in the production which the foregoing is used, including but limited to polyethylene. 2. To carry on the business as manufacturers, processors, re-processors, importers, exporters, buyers, sellers, wholesaler, dealers, agents, sub-agents, facilators, consultants, in all kinds of polymers, textiles, textile auxiliaries, garments, textile Chemicals, heavy chemicals, acid alkalise, petro chemicals, dye stuff, intermediates, enzymes, essences, solvents, speciality 21

22 chemicals, colour dyes, paints, varnishes, wet and other organic dyestuff, chemical auxiliaries, disinfectants, sizing, bleaching, photographical, chemical compounds and chemicals of all kinds ( solid, liquid and gaseous), plastics, pharmaceutical products, construction materials, fertilizers, metals, engineering products, packing materials, food grains, oils, consumer goods, and all other items included in open general license. The Company is mainly carrying out the Business of the trading of Textile and Chemicals. Environmental and Labour Regulations Our Company may require a number of approvals, licenses, registrations and permits for its business(s). Any delay in getting these approvals may adversely affect the business operations and financial condition of the Company. Further, the government approvals and licenses are subject to various conditions. If it fails to comply, or a regulator claims that the Company has not complied with these conditions, its business, financial position and operations would be materially adversely affected. Some of the laws and regulations as applicable to the Company include the following: Apprentices Act, 1961 Contract Labour (Regulation and Abolition), 1970 Employees Provident Funds and Miscellaneous Provisions Act, 1952 Employers Liability Act, 1938 Emigration Act, 1983 Employees State Insurance Act, 1948 Service Tax Act, 1994 Industrial Disputes Act, 1947 Income Tax Act, 1961 Minimum Wages Act, 1948 Payment of Wages Act, 1936 Payment of Bonus Act, 1965 Payment of Gratuity Act, 1972 Workmen Compensation Act,

23 SUMMARY OF FINANCIAL INFORMATION The following table provides a summary of financial information derived from the financial statements as of and for the financial year 2015, 2014, 2013, 2012, 2011 and These financial statements have been prepared in accordance with the Indian GAAP and the Companies Act, 1956.The summary of financial information presented below should be read in conjunction with the financial statements, the notes and annexures thereto on page no.85 Summary Statement of Assets and Liabilities Sr No. Particulars As at March, 31 1 Non-Current Assets Fixed Assets (i) Tangible Assets Gross Block Less: Depreciation Net Block Non-current Investment 11,000, Deferred Tax Assets Long Term Loans & Advances Other Non-Current Assets Total Non-Current Assets 2 Current Assets Inventories Trade Receivables Cash and Cash Equivalents

24 Short-term Loans & Advances Other Current Assets Total Current Assets Non-current Liabilities Long-term Borrowings Deferred Tax Liabilities (Net) Long-term Provisions Other Long Term Liabilities Total Non-Current Liabilities Current Liabilities Short-term Borrowings Trade payables Other Current Liabilities Short-term Provisions Total Current Liabilities Net Worth 1 Net worth Represented by Share Capital Reserves and Surplus Net Worth ( ) ( )

25 Summary Statement of Profit and Loss Account Sr No. I Particulars As at March, Income Revenue from Operations Other Income Total Revenue II Expenses Cost of Materials Consumed Purchase of Stock-in Trade Changes in Inventories of FG & WIP and Stock in Trade Employee Benefit Expenses Finance Cost Depreciation and amortisation expense Other Expenses Total Expenses III Profit before Exceptional and Extraordinary Items and Tax (I-II) IV Exceptional Items V Profit before

26 Extraordinary Items and Tax ( III IV) VI Extraordinary Items 0 0 VII Profit before tax ( V VI) VIII Tax Expense : Provision for Current Tax Less : MAT Credit (11400) entitlement Total Tax Expense IX Profit ( Loss) for the period ( VII VIII) X Earnings Per Share ( Basic & Diluted)

27 Summary Statement of Cash Flow Particulars As at March, ( A) CASH FLOW FROM OPERATINGACTIVITIES Net Profit / (Loss) before Extraordinary Items and Tax Adjustments for - Add: Depreciation and Amortisation Add: Interest Received Add: loss due to w/off Operating Profit before Working Capital Changes Adjusted for: Decrease / (Increase) in Inventories Decrease / (Increase) in Trade Receivables and Other Receivables Increase / (Decrease) in Other Current Assets Increase / (Decrease) in Current Liabilities and Provisions Increase / (Decrease) in Loans and Advances Increase /(Decrease) in short term loans and advances Cash generated from Operations Taxes Paid Net Cash Generated from Operations ( B) CASH FLOW FROM INVESTINGACTIVITIES Purchase of Fixed Assets (Increase)/ Decrease in Other Long Term Loans &Advances (Increase)/ Decrease in Other Short Term loans &Advances

28 Interest Received Net cash used in Investing Activities ( C) CASH FLOW FROM FINANCING ACTIVITIES Unpaid call money received Call in Arrears Received Proceeds from Long-term Borrowings Proceeds from other Short-term Borrowings Net Cash used in Financing Activities Net Increase/ (Decrease) in Cash and Cash Equivalents (A+B+C) Cash and Cash Equivalents at the beginning of the year Cash and Cash Equivale nts at the end of the year

29 General Information : Name of the Company AVI POLYMERS LTD Corporate Identity Number L27204JHI1993PLC Registered Office Address, Phones At Ambica Compound, Old H B Road, and websites of the Ranchi Company (Ph) avipolymer@gmail.com Website: Corporate Office Address Name, Telephone No. and ID of the Compliance Officer Name of the Managing Director of the Company Registrar and Transfer Agents of the Company (if In-house mention-inhouse) Address of the Registrar And Transfer Agents (if in-house provide the address for correspondence by investors) Whether / common Agency appointed for share transfers by the company (Yes/No) 103, Nalanda Complex, Nr. Mansi Tower, Vastrapur, Ahmedabad Ms. Monika Mukeshkumar Shah Tel No.: avipolymer@gmail.com Mr. Mansukh Patel MCS SHARE TRANSFER AGENT LIMITED 12/1/5, Manoharpukur Road, Kolkata Phone No.: /52/5 Fax : mcssta@rediffmail.com Contact Person : Subhash Bhattacharya SEBI Registration No. : INR YES MCS SHARE TRANSFER AGENT LIMITED 12/1/5, Manoharpukur Road, Kolkata Phone No.: /52/5 Fax : mcssta@rediffmail.com Contact Person : Subhash Bhattacharya SEBI Registration No. : INR

30 Listing of equity shares on BSE: Equity Shares of the Company are proposed to be listed and to be traded on BSE. Such admission for trading will be subject to fulfillment by the Company of Direct Listing criteria and subject to such other terms and conditions as may be prescribed by BSE at the time of the application by the Company seeking listing. Disclaimer Clause of BSE : The BSE does not in any manner: warrant, certify or endorse the correctness or completeness of any of the contents of thisinformation Memorandum; or warranthat this Company s securities will be traded or will continue to be traded on the BSE; or take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of this Company; and it should not for any reason be deemed or construed to mean that this Information Memorandum has been cleared or approved by the BSE. Every person who desires to acquire any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever Eligibility Criterion: Our Company is submitting this Information Memorandum, for listing of Equity Shares under new norms for the permitted category of listing for the companies already listed on other recognized Stock Exchange and it contains information about the Company, making disclosures in line with the disclosure requirement for public issues, as applicable, to BSE for making the said Information Memorandum available to public through their website viz. 30