AVI Products India Director Report

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)