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Directors Report of AVI Products India Ltd.

Mar 31, 2014

The Shareholders,

The Directors have pleasure in presenting the Twenty Fourth Annual Report of the company with the audited statement of accounts for the year ended 31st March, 2014.

- Financial results

For the Year ended on For the Yearended on 31.03.2014 31.03.2013

Total Income 1,85,75,262 1,09,06,669

Total Expenditure 1,09,55,411 5,2,54,934

Profit/(Loss) before taxation 76,19,851 3,0,89,554

Provision for Tax (19,24,653) -

Profit/(Loss) after Taxation 56,95,198 30,89,554

Balance b/f from Previous Year (3,39,03,653) (3,69,93,207)

Balance carried forward to Balance Sheet (2,82,08,455) (3,39,03,653)

s- Working Results:

During the year, the company has earned profit of Rs.56,95,198 (Previous Year profit of Rs. 30,89,554). We have amicably settled the dues owed by the company to M/s Bank of Baroda and there are no dues pending as of date.

- Dividend:

In view of past losses, directors have not proposed declassification of dividend for the year.

- Fixed Deposits:

The Company has not accepted any deposits from the public during the year under review.

- Particulars of Employees:

Details of remuneration paid to employees as required by Section 217(2A) of the Companies Act, 1956, are not applicable, since the Company has not employed any person drawing salary of more than Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month.

- Management Discussion & Analysis:

As required by clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended.

- Director''s Responsibility Statement:

In compliance of Section 217(2AA) as incorporated by the Companies (Amendment) Act, 2000, your Directors confirm that:

- In the preparation of annual accounts, the applicable accounting standards have been followed and that there were no material departures.

- The accounting policies selected by them have been applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as at 31st March, 2014 and of the profit of the Company for the year ended on that date.

- They have taken proper and sufficient care 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.

- The annual accounts have prepared on a going concern basis.

- Conservation of energy, technology absorption & foreign exchange earnings and outgo:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 has not been furnished as the same is not applicable to the Company during the year.

- Auditors:

The Board accordingly considered the matter and decided to seek the approval of the members at the ensuing Annual General Meeting for re-appointment of M/s S. Shah & Associates as auditors of the Company to hold office from the conclusion of this Annual General Meeting to the conclusion of the next Annual General Meeting.

The written consent from the Auditor has been received along with a certificate that their appointment if made, shall be in accordance with the prescribed conditions and the said auditors satisfy the criteria provided in Section 141 of the Act.

- Directors:

In accordance with the provisions of the Companies Act, 1956, Mr. Avinash Vora Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Company has two independent Directors, appointed under the Listing Agreement, namely Mr. Pradeep Joshi and Mr. Pradeep Kumar, who have diverse business/administrative experience and are making significant contribution to the Company. At present, they are liable to retire by rotation. It is proposed to appoint them as Independent Directors, with a fixed tenure of upto five years each at the ensuing Annual General Meeting of the Company, subject to approval of the shareholders, in terms of Section 149 of Companies Act, 2013 (the Act). The Company has received separate notices under Section 160 of the Act from members signifying their Candidature as Directors along with requisite deposit as prescribed thereunder. All abovementioned Independent Directors have also given declarations that they meet the criteria of independence as provided in sub-section 6 of Section 149 of the Act.

- Corporate Governance:

A separate report on the Corporate Governance and Management Discussion & Analysis is attached as a part of the Annual Report. The Auditors'' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

- Secretarial Audit Report:

The Company has obtained compliance certificate from practicing company secretary Mr. Anish Gupta & Associates under section 383A of the Companies Act, 1956 and is being form part of the Balance Sheet.

- Appreciation:

Your Board of Directors wishes to express its deep appreciation and gratitude to the bankers, shareholders and clients for their sustained support, without which the continuing progress of the company would not have been possible.

For AVI PHOTOCHEM LIMITED Sd/- Date:14th August,2014 Avinash Vora Place: Thane Chairman (DIN No. 02454059)


Mar 31, 2013

To, The Shareholders,

The Directors have pleasure in presenting the Twenty Fourth Annual Report of the company with the audited statement of accounts for the year ended 31st March, 2013

1. Financial results Amount in Rs.

For the Year ended on For the Year ended on 31.03.2013 31.03.2012

Total Income 10,906,669 21,717,432

Total Expenditure 5,254,934 16,361,933

Profit/(Loss) before taxation 3,089,554 273,267

Provision for Tax

Profit/(Loss) after Taxation 3,089,554 273,267

Balance b/f from Previous Year (36,993,207) (37,266,473)

Balance carried forward to Balance Sheet (33,903,653) (36,993,207)

2. Working Results:

During the year, the company has earned profit of Rs. 3,08,9544/- (Previous Year profit of Rs. 273,267/-).

3. Dividend:

In view of past losses, directors have not proposed declaration of dividend for the year.

4. Fixed Deposits:

The Company has not accepted any deposits from the public during the year under review.

5. Particulars of Employees:

Details of remuneration paid to employees as required by Section 217(2A) of the Companies Act, 1956, are not applicable, since the Company has not employed any person drawing salary of more than Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month.

6. Management Discussion & Analysis:

As required by clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended.

7. Director''s Responsibility Statement:

In compliance of Section 217(2AA) as incorporated by the Companies (Amendment) Act, 2000, your Directors confirm that:

i. In the preparation of annual accounts, the applicable accounting standards have been followed and that there were no material departures.

ii. The accounting policies selected by them have been applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as at 31st March, 2013 and of the profit of the Company for the year ended on that date.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the ompanies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

8. Conservation of energy, technology absorption & foreign exchange earnings and outgo:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 has not been furnished as the same is not applicable to the Company during the year.

9. Auditors:

The Auditors M/ S Shah & Associates, Chartered Accountants, Mumbai hold the office until the conclusion of ensuing Annual General Meeting. The Board of Directors has recommended their re-appointment as auditors for the year 2013-14. Your company has received the consent of auditor to be re-appointed as the auditor of the company, if made. The Company has received a letter from the Auditors proposed to be appointed to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

10. Directors:

In accordance with the provisions of the Companies Act, 1956, Mr Vikram Avinash Vora, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

11. Corporate Governance:

A separate report on the Corporate Governance and Management Discussion & Analysis is attached as a part of the Annual Report. The Auditors'' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

12. Secretarial Audit Report:

The Company has obtained compliance certificate from practicing company secretary Mr. Madhukar Apte under section 383A of the Companies Act, 1956 and is being form part of the Balance Sheet.

13. Appreciation:

Your Board of Directors wishes to express its deep appreciation and gratitude to the bankers, shareholders and clients for their sustained support, without which the continuing progress of the company would not have been possible.

By the order of the Board of Directors

For AVI Photochem Limited

Date: 30.05.2013

Place: Mumbai Chairman


Mar 31, 2010

The Directors have pleasure in presenting the Twenty First Annual Report of the company with the audited statement of accounts for the year ended 31st March, 2010.

1. Financial Results:

For the year For the year

ended on ended on

31.03.2010 31.03.2009

Total Income 0 0

Profit/(Loss) after Taxation (13.23,355.73) (9,91,066.92)

2. Working Results:

During the year, the company has incured loss of Rs. 7,95.635.73 (Previous Year Rs 9,91,066.92).

3. Dividend:

In view of losses, directors have not declared dividend for the year.

4. Fixed Deposits:

The company has not accepted any deposits from the public during the year under review.

5. Particulars of Employees:

Details of remuneration paid to employees as required by section 217(2A) of the Companies Act 1956, are not applicable since the company has not employed any person drawing salary of more than Rs 24,00,000 per annum or Rs 2,00.000 per month.

6. Management Discussion & Analysis:

As required by clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended

7. Directors Responsibility Statement:

In compliance of Section 217(2AA) as incorporated by the Companies (Amendment) Act, 2000, your Directors confirm that:

i. In the preparation of annual accounts, the applicable accounting standards have been followed and that there were no material departures,

ii. The accounting policies selected by them have been applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as at 31st March 2010 and of the profit of the company for the year ended on that date

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of 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.

8. Conservation of energy, technology, absorption & foreign exchange earnings and outgo:

Information pursuant to section 217(l)(e) of the Companies Act. 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules. 1988 has not been furnished as the same is not applicable to the company during the year.

9. Auditors:

The Auditors M/s J.H. Ghumara & Co. Chartered Accountants, Mumbai hold the office until the conclusion of ensuing Annual General Meeting. The Board of Directors has recommended their re-appointment as auditors for the year 2009-10. Your company has received the consent of auditor to be re-appointed as the auditor of the company, if made.

10. Auditors Remarks:

Remarks in the auditors report are self explanatory and hence need no further clarification as it is also mention in notes to accounts.

Directors:

In accordance with the provision of the Companies Act, 1956 Mrs. Daksha Avinash Vota Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment.

Mr. Dhirajlal Amidas Vora, director of the Company expired on 9th February, 2010. The Board placed their condolence on the demise of the Director and placed their sincere appreciation for the services rendered by him during his tenure as director

12. Corporate Governance:

A separate report on the Corporate Governance and Management Discussion & Analysis is attached as a part of the Annual Report. The Auditors Certificate regarding compliance of the conditions of Corporate Governance is also annexed

13. Appreciation:

Your Board of Directors wishes to express its deep appreciation and gratuity to the bankers, shareholders and clients for their sustained support, without which the continuing progress of the company would not have been possible.

Place: Mumbai FOR AVI PHOTOCHEM LIMITED

Date: 04-09-2010 Sd.

CHAIRMAN

 
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