a-v-thomas-&-co-ltd-2006

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A.V. THOMAS AND COMPANY LTD.

71StANNUAL REPORT & ACCOUNTS

2005 - 2006

www.reportjunction.comwww.reportjunction.com


Late Mr. A.V. THOMASFounder



A.V. THOMAS AND COMPANY LIMITEDALAPPUZHA

BOARD OF DIRECTORS

Mr. J. THOMAS (Chairman)Mrs. LILY THOMAS (Managing Director)Mr. AJIT THOMASMr. DILIP THOMASMrs. PRIYALATHA THOMASMr. K. BHAGAVATHEESWARANMr. V.H. PRASADMr. K.M. CARIAPPAMr. L.D. OLIVERMr. RAGHU BHALE RAOMr. M.K. KOSHY (Chief Executive Director)Mr. A. RAVI SANKER (Executive Director)

AUDITORSSURI & CO.Chartered Accountants

BANKERSBank of BarodaCorporation Bank

REGISTERED OFFICEW-21/674, Beach Road,Alappuzha - 688 012.



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

NOTICE TO SHAREHOLDERSNOTICE is hereby given that the SEVENTY FIRST ANNUAL GENERAL MEETING of the Company will be heldat the Registered Office, at W-21/674, Beach Road, Alappuzha-688 012, at 11.00 A.M. on Monday, the 7th August,2006 to transact the following business:1. To-receive, consider and adopt the Audited Balance Sheet as at 31st March, 2006 and the Audited Profit and

Loss Account for the year ended 31st March, 2006 and the Reports of Directors and Auditors.2. (a) To confirm and record the Interim Dividend at 100% on Equity Shares already paid for the year ended

31st March, 2006.

(b) To declare a final dividend on Equity Shares for 2005-2006 (The Directors have recommended a dividendof 600%)

3. To elect Directors in place of Mr. J. Thomas. Mr. Ajit Thomas, Mr. K. Bhagavatheeswaran and Mr. M. K. Koshywho retire by rotation and are eligible for re-election.

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

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

RESOLUTION:RESOLVED : "That Mr.Raghu Bhale Rao, who was co-opted as an Additional Director of the Company on

30th December, 2005 and who holds office upto the date of this Annual General Meetingunder Section 260 of The Companies Act, 1956, be and is hereby appointed as a Directorof the Company, whose period of office shall be liable to determination by retirement ofDirectors by rotation".

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

By Order of the BoardChennai J. THOMAS12th June, 2006 CHAIRMAN

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 01-08-2006

to 07-08-2006 both days inclusive.3. Members are requested to notify, immediately, any change in their addresses to the Company.4. Shareholders who have multiple folios in identical names or in joint names in the same order, are requested

to intimate to the Company these folios, to enable the Company to consolidate all such shareholdings intoone folio. '"

5. Shareholders of the Company, may avail the nomination facility by executing the prescribed nominationform which can be obtained from the Registered Office of the Company.



A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

6. Company's shares are listed at the Cochin Stock Exchange Ltd., MES Dr. RK. Abdul Gafoor MemorialCultural Complex, 36/1565, 4th Floor, Judges Avenue, Kaloor, Cochin - 682 017 and Madras Stock ExchangeLtd., Exchange Building, Post Box No, 183,11, Second Line Beach, Chennai-600001. The Annual Listing feeas prescribed has been paid to the above Stock Exchanges.

7. The Dividend cheques/drafts will be posted to the members within the time limit prescribed by law.8. Members are requested to furnish the Bank Account details in order to enable the Company to mention

the same on the Dividend cheques/drafts.9. 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 paymentto the Investor Education and Protection Fund established by the Central Government pursuant to Section205C (2) of The Companies Act, 1956. Members shall not be able to claim any unpaid dividends from thesaid Fund or from the Company once they are transferred. Accordingly, all unpaid/ unclaimed dividends forthe years 1994-1995, 1995-1996,1996-1997 &1997-1998 have been transferred to the Fund.Dividend declared for the year 1998-1999 and remaining unpaid or unclaimed is liable to be transferred tothe Fund during the month of November, 2006 and the shareholders are, therefore, advised to claimimmediately from the Company the dividends, if any, for the said year remaining unpaid before they aretransferred to the Fund.All unpaid or unclaimed dividends upto the year 1993-1994 have been transferred to the General RevenueAccount of the Central Government and the shareholders, who have not encashed the dividend chequesfor the period upto 1993-1994, are advised to claim the amount from the Registrar of Companies, Keralaat Ernakulam.

10. In terms of clause 49 of the Listing Agreements with the Stock Exchanges, a brief resume of directors whoare retiring by rotation and seeking re-election and to be appointed at this Annual General Meeting isattached hereto.

Explanatory Statement as required under Section 173 of The Companies Act, 1956

SPECIAL BUSINESS:Item No. 5 of the NoticeMr. Raghu Bhale Rao was co-opted as an Additional Director of the Company by the Board of Directors at their"/leeting held on 30th December, 2005 pursuant to Article 107 of the Articles of Association of the Company. Inaccordance with Section 260 of The Companies Act, 1956, Mr.Raghu Bhale Rao shall hold office only up to thedate of this Annual General Meeting. Mr.Raghu Bhale Rao has filed his letter of consent to act as a Director ofthe Company, if appointed.The Company has received a notice from a Member with the requisite deposit proposing the candidature ofMr. Raghu Bhale Rao for the office of Director under the provisions of Section 257 of The Companies Act, 1956.Mr.Raghu Bhale Rao, aged 75 years, holds a Masters Degree in Political Science and also holds MBA (Management)Degree from Columbia University, New York. He is a retired business man and was dealing in manufacture of AutoParts, manufacture of Nylon yarn into fishnet twine and fish nets.In view of the overall growth of the Company, it is desired by the Board of Directors to appoint Mr.Raghu BhaleRao as Director who has considerable knowledge and rich experience in business and his appointment as aDirector is therefore considered to be in the best interests of the Company and the appointment is subject toaccord of approval by the shareholders at the Annual General Meeting.




Mr. Raghu Bhale Rao is interested in the Resolution. None of the other Directors of the Company are concernedor interested in the said resolution.The Directors recommend the resolution as set out in Item No.5 of the Notice for approval of the shareholders.

By Order of the BoardChennai J. THOMAS12th June, 2006 CHAIRMAN




Information of Directors retiring by rotation seeking re-election at thisAnnual General Meeting and Director to be appointed.

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

NameAgeQualificationsExpertise

Mr. J. Thomas81 yearsFCI (England)Mr. J. Thomas has rich experience in Plantation, Administrative matters,Finance and Business Management.

Other Directorships:Name of the Company :A.V.Thomas International Ltd.L.J.International Ltd.A.V.Thomas Investments Company Ltd.

Position held:Chairman & Managing DirectorChairmanChairman

Name

AgeQualificationsExpertise

Other Directorships:Name of the Company :AVT Natural Products Ltd.

Mr. Ajit Thomas52 yearsB.Sc (Statistics)Mr.Ajit Thomas is an Industrialist and has vast experience in Plantation,business and Management.

Position held:

Neelamalai Agro Industries Ltd.he Midland Rubber & Produce Co.Ltd.

The Nelliampathy Tea & Produce Co.Ltd.AVTMcCormick Ingredients Pvt.Ltd.Teleflex Medical Pvt. Ltd.Sermatech Pvt. Ltd.Midland Latex Products Ltd.A.V.Thomas Leather & Allied Products Pvt.Ltd.AVT Natural Pte Ltd., Singapore.A.V.Thomas International Ltd.

Chairman and Chairman of Shareholders/Investors Grievance Committee.Chairman & Managing DirectorChairman & Managing DirectorChairmanChairmanChairmanChairmanChairmanChairmanDirectorDirector




A.V.Thomas Investments Company Ltd.A.V.Thomas Exports Ltd.AVT Infotech Pvt. Ltd.IQ Tech Pvt. Ltd.Cholamandalam Cazenove AMC Ltd.

DirectorDirectorDirectorDirectorDirector

NameAgeQualificationsExpertise

Mr. K. Bhagavatheeswaran79 yearsB.Sc., F C AMr. K. Bhagavatheeswaran was a Practising Chartered Accountant and hasvast experience in Accounting, Audit, Taxation and Corporate Law Matters.He is a member of Institute of Internal Auditors.

Other Directorships:Name of the Company :A.VThomas International Ltd.

Name :Age :Qualifications :Expertise :

Other Directorships:Name of the Company :L.J.International Ltd.The Highland Produce Company Ltd.

Mr. Raghu Bhale Rao:-Details in respect of Mr.Raghu Bhale Rao have been furnished in the Explanatory Statement annexed to theNotice. These details are not given here so as to avoid repetition.

Position held:Director & Member of Remuneration Committee

Mr. M.K. Koshy63 yearsB.Sc., (Agriculture)Mr. M. K. Koshy has vast experience in Trading and Logistics operations.

Position held:Chief Executive DirectorDirector & Member of Remuneration Committee

Other Directorships: None.




REPORT OF THE DIRECTORS

Your Directors have pleasure in presenting the SEVENTY FIRST ANNUAL REPORT with the audited accountsof the Company for the year ended 31st March, 2006.

(Rs. in Lakhs)FINANCIAL RESULTS : 2006 2005

Income from Operations and Other Income 19,625.66 14,875.71Profit Before Depreciation and Interest 991.15 690.12Less: Depreciation 112.54 104.23

Interest 36.59 54.56149.13 158.79

Profit Before Tax 842.02 531.33Less: Provision for Tax (Including Fringe Benefit Tax) 360.00 215.00Profit After Tax 482.02 316.33Add: Surplus brought forward 55.00 95.45

537.02 411.78Which your Directors recommend to appropriate:-Transfer to General Reserve 50.00 250.00Interim Dividend on Equity Shares @ 100% already paid 47.02 47.02Tax on Interim Dividend 6.59 6.14Proposed Final Dividendon Equity Shares @ 600% 282.12 47.02Provision for Tax on Final Dividend 39.57 6.59Balance carried forward 111.72 55.01

537.02 411.78DIVIDEND:



Trading Division:The materials Division has shown a growth of 33% compared to last year. The addition of new products and valueadded service to provide complete roofing solution to customers continues. The Company stands second on AllIndia Basis for sale of rolled products of M/s HINDALCO Industries Ltd.The Agency division shows a multifold growth. The association with Mitsubishi Japan has contributed to a majorpart of this growth.

Logistics Division:The Logistics Division also showed considerable growth and has gone up by 26% during the year. The Companyhas also received performance awards from British Airways, Sri Lankan Airways, Air India, Emirates, Cathay Pacificand Gulf Air.

Export Division:The Commodity Export Division has achieved substantial progress during the year and has attained Star ExportHouse Status. The export of natural rubber contributed to this progress in a very significant way.

FINANCE:The Company has undertaken considerable efforts to streamline the working capital cycle on all its businessdivisions with special focus and has succeeded in its efforts to reduce the bank borrowings and consequentlythe benefits of cost reduction in interest has been reflected in the Accounts.

DEPOSITS:The Directors report that there are no unclaimed/unpaid deposits.

SUBSIDIARY:During the year, the Company has reduced its shareholding in A.V.Thomas Investments Company Limited to48.77% by which A.V.Thomas & Company Limited ceased to be the holding Company of A.VThomas InvestmentsCompany Limited.Therefore the statement pursuant to Section 212 of the Companies Act, 1956 is not attached.

PARTICULARS OF EMPLOYEES:A Statement showing particulars of employees under The Companies (Particulars of Employees) Rules, 1975,required to be included in the Directors' Report, pursuant to Section 217 (2A) of The Companies Act, 1956 isattached.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:The company has no activities relating to conservation of energy and technology absorption on account of thenature of its business.

FOREIGN EXCHANGE EARNINGS/OUTGO:The Company's earnings in foreign exchange on FOB value of Exports during the year amounted to Rs. 1536.61lakhs compared to Rs.58.02 Lakhs during the previous year. The foreign exchange outgo during the year was


a-v-thomas-&-co-ltd-2006

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