AVI Products India Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your directors have pleasure in presenting the 35^th Annual Report along with the Audited Financial statements
of the Company for the financial year ended 31^st March, 2024

FINANCIAL RESULTS:

Your Company''s financial performance for the year ended 31^st March, 2024 is summarized below:

Particulars (Amount in Thousands)	For the Year ended on 31.03.2024	For the Year ended on 31.03.2023
Total Income	50,585.32	36,962.81
Total Expenditure	47,323.45	34,217.31
Profit/(Loss) before taxation	3,261.67	2,745.50
Provision for Tax	711.99	689.04
Profit/(Loss) after Taxation	2,549.89	2,056.47
Earning per equity share (Basic & Diluted)	0.87	0.80

STATE OF COMPANY''S AFFAIRS, BUSINESS OVERVIEW AND FUTURE OUTLOOK

The company is doing trading business in trading of dental products and equipments. The company is planning
to set up healthcare centres across India in Tier 1 & 2 cities. The company will work with established brands in
various treatment areas of healthcare. During the year the Company has a profit of Rs. 2549.89 thousand against
a profit of Rs. 2056.47 thousand in the previous year.

The company is in the process of setting up to healthcare centres across India in Tier 1 and Tier 2 cities and have
already reached an agreement with an established brand which is a leading player in dental services business.

There is no material change and commitment affecting the financial position of the Company which has occurred
during the F.Y. 2023-24, or from then on till the date of this Report.

DIVIDEND:

With a view to conserve the resources of the Company, the Board of Directors does not recommend any dividend
for the year under the review.

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of LODR Regulation 2015, the regulations related to Dividend Distribution Policy are
not applicable to the Company.

DEPOSITS:

During the year, your Company has not accepted any deposits within the meaning of sections 73 and 76 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, hence there are no details
to disclose as required under Rule 8 (5) (v) and (vi) of the Companies (Accounts) Rules, 2014

TRANSFER TO RESERVE:

The Company has not transferred any amount to the reserves during the financial year under review. For
complete details on movement in Reserves and Surplus during the financial year ended March 31, 2024, please
refer to the Note No. 12 of the Standalone Financial Statement of the Company.

SHARE CAPITAL:

• During the year under review, there was no change in the Authorized Share Capital of the Company

• The Issued, Subscribed and paid-up equity capital as March 31, 2024 stood at Rs. 3,30,68,020/-. During
the year under review, the company has issued the following -

• The Company had allotted 7,22,230 Equity Shares of the Company on preferential basis as on 29th
September 2023.

• The Company has not issued any equity shares with differential rights as to dividend, voting or
otherwise, during the period under review.

• The Company has not issued any sweat equity shares to its directors or employees, during the period
under review.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The disclosures to be made under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the
Companies (Accounts) Rules, 2014 by the Company are as under:

A. Conservation of Energy

(i) The steps taken or impact on conservation of energy:

Though business operation of the Company is not energy-intensive, the Company, being a responsible
corporate citizen, makes conscious efforts to reduce its energy consumption. The Company has not
carried our any business activities during the year.

(ii) Steps taken by the Company for utilizing alternate source of energy.

Apart from above no other steps were taken as the Company has not carried our any business
activities during the year.

(iii) The capital investment on energy conservation equipment:

There is no capital investment on energy conservation equipment during the year under review.

B. Technology Absorption

(i) The Company has not imported any technology during last three years from the beginning of the
financial year. The Company has not incurred any expenditure on Research and Development during
the year under review.

C. Foreign Exchange Earnings and Out-go:

During the period under review there was no foreign exchange earnings or out flow.

EXTRACT OF ANNUAL RETURN:

In terms of the provisions of Section 92 and Section 134 of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return is available www.aviphoto.in.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation
34(2)(e) of the Listing Regulations is presented in a separate section and forming part of this Report.

DETAILS OF SUBSIDIARY COMPANIES/JOINT VENTURE:

During the year under review, no Company has become or ceased to be a Subsidiary/Joint Venture/ Associate
Company of your Company.

RELATED PARTIES TRANSACTIONS:

During FY 2023-2024, all related party transactions that were entered into during the financial year were on arm''s
length basis and were in the ordinary course of the business.

The particulars of transactions entered into by the Company with related parties, which falls under the provisions
of Section 188(1) of the Act, in Form AOC-2 is annexed herewith and marked as "Annexure I" to this Report.

There are no materially significant related party transactions made by the Company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with interest of the
company at large Suitable disclosures as required under AS-18 have been made in the Notes to the financial
statements.

NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications,
positive attributes and independence of directors and recommends to the Board a policy, relating to the
remuneration for the Directors, Key Managerial Personnel and other employees. The brief terms of the policy
framed by the Nomination and Remuneration Committee, in pursuant to the provisions of Section 178(4) of the
Companies Act, 2013 and Rules made thereunder are as follows:

The committee shall ensure that the level and composition of remuneration is reasonable and sufficient to
attract, retain and motivate directors of the quality required to run the Company successfully;

a) The committee shall also ensure that the relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and

b) The committee shall also ensure that the remuneration to directors, key managerial personnel and senior
management involves a balance between fixed and incentive pay reflecting short and long term
performance objectives appropriate to the working of the Company and its goals.

The Key Objectives of the Committee are:

a) To guide the Board in relation to appointment and removal of directors, key managerial personnel and
senior management.

b) To evaluate the performance of the members of the Board and provide necessary report to the Board for
further evaluation.

c) To recommend to the Board on remuneration payable to the directors, key managerial personnel and
senior management.

The Nomination and Remuneration Policy is posted on website of the Company and may be viewed at
https://aviphoto.in/wp-content/uploads/cc/Nomination-and-Remuneration-Committee-Charter.pdf

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period under the review the provisions of Section 135 of the Companies Act, 2013, related to
Corporate Social Responsibility is not applicable to the Company. Hence, your directors have not constituted the
Corporate Social Responsibility (CSR) Committee.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31^st March, 2024, the Board comprised of 6 (Six) directors including 3 (Three) independent directors. The
Board has an appropriate mix of Executive, Non-Executive and Independent Directors, which is in compliance
with the requirements of the Companies Act, 2013. The details of the Board of Directors are as below:

1. Mr. Avinash D. Vora : Chairman and Managing Director

2. Mr. Vikram A. Vora : Non- Executive Non- Independent Director

3. Mr. Pradeep Joshi : Non- Executive Director

4. Mr. Vimal Desai : Independent Director

5. Mr. Abhishek N. Vora : Independent Director

6. Ms. Daksha N. Vora : Independent & Women Director

None of the Directors of the Company have been debarred or disqualified from being appointed or continuing
as Director of company by the Ministry of Corporate Affairs (MCA) or any such other Statutory Authority

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013, as on 31st March, 2024, the following are the Key Managerial
Personnel (KMP) of the Company:

1. Mr. Avinash D. Vora : Chairman and Managing Director

2. Ms. Bijal Yogesh Durgavale : Company Secretary and Compliance Officer

3. Ms. Hemali Rathod : Chief Financial Officer

RETIRE BY ROTATION

In terms of Section 152 of the Companies Act, 2013, Mr. Vikram Vora (DIN: 02454043) Director, being Director
liable to retire by rotation shall retire at the ensuing Annual General Meeting and being eligible for re¬
appointment, offers himself for re-appointment.

The information as required to be disclosed in relation to the aforesaid re-appointment under Regulation 36 of
Listing Regulations and Secretarial Standard on General Meetings("SS-2") will be provided in the notice of next
General Meeting

CHANGE IN DIRECTORS

Mr. Vimal P. Desai (DIN: 09707509), Independent Director of the Company resigned from Board and various
committee wherein he is Chairman and/or member, w.e.f closure of business hours of August 21, 2024.

Mr. Kamlesh Bhagwandas Mehta (DIN: 10748358) appointed as an additional independent director w.e.f. August
21, 2024

RE-APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

The term of appointment of Shri Avinash D. Vora (DIN: 02454059) as a Managing Director, expired on March 31,
2024. Therefore, the Board of Directors of the Company has approved their re-appointment for a further period
of 3 (Three) years with effect from 1st April, 2024 to 31st March, 2027, subject to shareholders approval at
ensuing annual general meeting.

DECLARATION FROM INDEPENDENT DIRECTORS

All the Independent Directors have given their declaration to the Company stating their independence pursuant
to Section 149(7) -. They have further declared that they are not debarred or disqualified from being appointed
or continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority.
In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise and
experience including the proficiency.

The Company has also received requisite declarations from Independent Directors of the Company as prescribed
under rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014.

All Independent Directors have affirmed compliance to the Code of Conduct for Independent Directors as
prescribed in Schedule IV to the Companies Act, 2013.

The Independent Directors are provided with all necessary documents/reports and internal policies to enable
them to familiarise with the Companies procedures and practices.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them
with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model etc.

All new independent directors inducted into the Board attend an orientation program.. Further, at the time of
the appointment of an independent director, the Company issues a formal letter of appointment outlining his /
her role, function, duties and responsibilities.

ANNUAL PERFORMANCE EVALUATION:

The Board evaluation framework has been designed in compliance with the requirements under the Companies
Act, 2013 and the Listing Regulations, and in accordance with the Guidance Note on Board Evaluation issued by
SEBI on January 05, 2017.

The Board of Directors of the Company is committed to assess its own performance as a Board in order to identify
its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration
Committee has established the process for evaluation of performance of all the Directors and the Board including
Committees. The Company has devised a Policy for performance evaluation of all the Directors, the Board and
the Committees which includes criteria and factors for performance evaluation. The appointment/re-
appointment /continuation of Directors on the Board shall be based on the outcome of evaluation process.

The Directors expressed their satisfaction with the evaluation process.

MEETINGS OF THE BOARD:

The Board of Directors met 8 (Eight) times on 30^th May 2023, 06^th July, 2023, 26^th July 2023, 11^thAugust 2023, 29^th
September 2023, 8^th November, 2023 14^th February, 2024 and 23^rd February 2024 during the Financial Year 2023¬
24. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Attendance of Directors at the Board Meeting is as under:

Sr. No.	Name of Director	No. of Board Meetings attended
1	Mr. Avinash D. Vora	6 of 6
2	Mr. Vikram A. Vora	6 of 6
3	Mr. Pradeep Kumar	6 of 6
4	Mrs. Daksha N. Vora	6 of 6
5	*Mr. Vimal Desai	6 of 6
6	Mr. Abhishek N. Vora	6 of 6

* Mr. Vimal P. Desai (DIN: 09707509) resigned as Independent Director of the Company from Board w.e.f closure
of business hours of August 21, 2024.

*Mr. Kamlesh Bhagwandas Mehta (DIN: 10748358) appointed as an additional independent director w.e.f.
August 21, 2024

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors''
Responsibility Statement, the Directors state that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting
standards have been followed along with proper explanation relating to material departures, if any;

b) the directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year 31^st March, 2024and of the loss of the company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors, have laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively; and

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans, advances or guarantees or made investments covered under the
provisions of section 186 of the Companies Act, 2013 during the year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company which have
occurred between ends of the financial year.

AUDITORS:

M/s. N.K Jalan & Co, Chartered Accountants (Firm Registration No.104019W), Mumbai, were appointed as
statutory auditor of the company in the 31^st Annual General Meeting of the company held in the year 2020, they
are holding office of the auditor upto the conclusion of the 36^th Annual General Meeting.

M/s N.K Jalan & Co, Chartered Accountants (Firm Registration No.104019W) have confirmed that they are not
disqualified to continue as the statutory auditor of the Company for the financial year 31.03.2024 in terms of the
provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the
Companies (Audit and Auditors) Rules, 2014 and their firm is also peer reviewed.

STATUTORY AUDITORS'' OBSERVATIONS:

The notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any
further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

REPORTING OF FRAUD BY AUDITORS:

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and
rules framed thereunder either to the Company.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the Board had re-appointed M/s VKMG & Associates,
Company Secretaries, as Secretarial Auditor for conducting Secretarial Audit of your Company for the financial
year 31.03.2024. The Secretarial Audit Report issued by the Secretarial Auditor Mr. Anish Gupta, Partner of M/s.
VKMG & Associates LLP, Company Secretaries, for the financial year 31.03.2024 is annexed herewith as
"Annexure II" to this report.

SECRETARIAL AUDITORS'' OBSERVATIONS:

The Company has made further Issue of 843200 Equity Shares on Preferential Basis for which Form MGT-14 has
been filed with additional fees for delay Due to MCA V3 version technical issue for the filing.

INTERNAL AUDITOR

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts)
Rules, 2014, the Company had appointed M/s. F.P. Vora & Co, Chartered Accountants to undertake Internal Audit
for financial year ended March 31, 2024.

LISTING REGULATIONS, 2015

The Equity Shares of the Company are listed on BSE Limited (BSE)

INTERNAL FINANCIAL CONTROL SYSTEMS THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or
disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management.
The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts
and reporting financial statements.

The internal auditor of the Company checks and verifies the internal control and monitors them in accordance
with policy adopted by the Company. Even through this non-production period the Company continues to ensure
proper and adequate systems and procedures commensurate with its size and nature of its business.

MEETINGS OF COMMITTEES OF THE BOARD:

The Board has constituted necessary Committees pursuant to the provisions of Companies Act, 2013, rules
framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock
Exchanges. The Committees of the Board held by company are Audit Committee, Stakeholders'' Relationship
Committee, Nomination and Remuneration Committee. The details about Committee Meetings are given below:

Sr. No	Particulars	No. of meetings held
1	Audit Committee	5
2	Nomination & Remuneration Committee	2
3	Stakeholder''s Relationship Committee	1

I. Audit Committee

The Composition of Audit Committee is as under:

*Mr. Vimal Desai	Chairman, Non-Executive Independent Director
Mrs. Daksha Vora	Independent Director
Mr. Pradeep H. Joshi	Non-Executive Director

* Mr. Vimal P. Desai (DIN: 09707509), resigned as an Independent Director of the Company w.e.f closure of
business hours of August 21, 2024.

Mr. Kamlesh Bhagwandas Mehta (DIN: 10748358) an independent director was appointed as a member of
the Audit Committee w.e.f. August 212024.

In the financial year 2023-2024, the Audit Committee met five times. The Meetings were held are 30th May
2023,26^th July. 2023, 11th August 2023, 8th November, 2023 and 14th February, 2024.

Attendance of Audit Committee Members is as under:

Sr. No.	Name of Director	No. of Board Meetings/ Meeting attended
1	Mr. Vimal Desai	5/5
2	Mrs. Daksha Vora	5/5
3	Mr. Pradeep H. Joshi	5/5

II. Nomination and Remuneration Committee:

The Board had constituted Nomination and Remuneration Committee pursuant to the provisions of sub section
(1) of Section 178 of Companies Act, 2013. The Nomination and Remuneration Committee has formulated the
criteria for determining qualifications, positive attributes and independence of a director and recommended

to the Board the policy, relating to the remuneration of directors, key managerial personnel and other
employees.

The Composition of Nomination and Remuneration Committee is as under:

*Mr. Vimal Desai	Chairman, Non-Executive Independent Director
Mr. Pradeep H. Joshi	Non-Executive Director
Mrs. Daksha N. Vora	Independent Women Director

* Mr. Vimal P. Desai (DIN: 09707509), resigned as an Independent Director of the Company w.e.f closure of
business hours of August 21, 2024.

Mr. Kamlesh Bhagwandas Mehta (DIN: 10748358) an independent director was appointed as a member of
the Audit Committee w.e.f. August 212024.

In the financial year 2023-2024 the Nomination and Remuneration Committee met one time. The Meetings
was held on 14th February 2024 and 23^rd February 2024.

Attendance of Nomination and Remuneration Committee Members is as under:

Sr. No.	Name of Director	No. of Board Meetings/ Meeting attended
1	Mr. Vimal Desai	2/2
2	Mr. Pradeep H. Joshi	2/2
3	Mrs. Daksha N. Vora	2/2

III. Stakeholders Relationship Committee

The Composition of Stakeholders Relationship Committee is as under:

*Mr. Vimal Desai	Chairman, Non-Executive Independent Director
Mr. Pradeep H. Joshi	Non-Executive Director
Mr. Avinash D. Vora	Executive Director

* Mr. Vimal P. Desai (DIN: 09707509), resigned as an Independent Director of the Company w.e.f closure of
business hours of August 21, 2024.

Mr. Kamlesh Bhagwandas Mehta (DIN: 10748358) an independent director was appointed as a member of
the Audit Committee w.e.f. August 212024.

In the financial year 2023-2024 the Stakeholders Relationship Committee met one time. The Meetings was
held on 30th May 2023.

Attendance of Stakeholders Relationship Committee Members is as under:

Sr. No.	Name of Director	No. of Board Meetings/ Meeting attended
1	Mr. Vimal Desai	1/1
2	Mr. Pradeep H. Joshi	1/1
3	Mr. Avinash D. Vora	1/1

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding remuneration of
Directors, Key Managerial Personnel and other related disclosures is given as "Annexure III" to this report.

Information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 viz Details of Top ten employees of the company in terms of remuneration drawn during
2023-24 is not applicable as none of the employee is drawing remuneration in excess of the limits specified in
the said Rule 5(2).

CORPORATE GOVERNANCE REPORT:

As per the requirement of SEBI Circular No. SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 No. SEBI/LAD-NRO/GN/2015- 16/013 dated September
2, 2015, the listed companies having paid up equity share capital not exceeding Rs. 10 Crores and Net Worth not
exceeding Rs. 25 Crores, as on the last day of the previous financial year is not required to comply with the norms
of the Corporate Governance Report.

Since, the Paid-Up Equity Share Capital of the Company is Rs. 3,30,68,020/- and Net Worth is of Rs. Rs.
7,04,24,270/-as on Financial Year ending 31^st March, 2024, therefore, the provisions relating to Corporate
Governance Report are not applicable to the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any unpaid/unclaimed amount which is required to be transferred, under the
provisions of Companies Act, 2013 into the Investor Education and Protection Fund (IEPF) of the Government of
India.

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year the Company has been in compliance with the applicable Secretarial Standards.

DISCLOSURES REQUIRED UNDER SECTION 22 SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe & conducive work environment to its employees and has formulated
''Policy for Prevention of Sexual Harassment'' to prohibit, prevent or deter any acts of sexual harassment at
workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby
providing a safe and healthy work environment. Internal Committees have been set up to redress complaint(s)
regarding sexual harassment. During the year under review, no case of sexual harassment was reported.

RISK MANAGEMENT POLICY:

In compliance with the provisions of Section 134(3)(n) of the Companies Act, 2013, the Board of Directors has
formulated and adopted the Risk Management Policy. The Board of Directors has delegated the Audit Committee
authority to monitor the Risk Management Policy including (a) Overseeing and approving the Company''s
enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces
such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and
other risks have been identified and assessed and there is an adequate risk management infrastructure in place
capable of addressing those risks. We affirm that, all risk managements are monitored and resolved as per the
process laid out in the policy.

VIGIL MECHANISM:

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine
concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use
the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors
of the Company in appropriator exceptional cases. Details of the Vigil Mechanism policy is made available on the
Company''s website www.aviphoto.in.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There was no significant material orders passed by the Regulators / Courts / Tribunals which would impact the
going concern status of the Company and its future operations.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor have reported to the
Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against
your Company by its officers and employees, details of which would need to be mentioned in the Board''s Report.

PREVENTION OF INSIDER TRADING:

In January 2015, SEBI notified the SEBI (Prohibition of insider trading) Regulations, 2015 which came into effect
from May 15, 2015. Pursuant thereto, the Company has formulated and adopted a new Code for Prevention of
Insider Trading. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre¬
clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the
Directors and the designated employees while in possession of unpublished price sensitive information in relation
to the Company and during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as prescribed by the Central Government under sub-section (1) of Section 148 of
the Companies Act 2013 is not applicable to the Company.

DISCLOSURE ON EMPLOYEE STOCK OPTION/PURCHASE SCHEME

During the year under review, the Company has not issued or offered any shares under any Employee Stock
Option / Purchase Scheme and also does not have any plans to introduce the same.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions for the same during the year under review:

• the Managing Director of the Company apart from receiving director remuneration does not receive
any commission from the Company,

• Issue of debentures/bonds/warrants/any other convertible securities.

• Scheme of provision of money for the purchase of its own shares by employees or by trustees for the
benefit of employees.

• Instance of one-time settlement with any Bank or Financial Institution.

• Application or proceedings under the Insolvency and Bankruptcy Code, 2016.

APPRECIATIONS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers,
State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their
continuous co-operation and assistance.

Registered Office: By order of the Board of Directors

110, Manish Ind Estate No.4, For AVI PRODUCTS INDIA LIMITED

Navghar Road Vasai (East), Dist;

Palghar - 410210, Maharashtra. Sd/_-

Avinash Vora
Chairman

^{Place: Vasai} (DIN:02454059)

Date: August 21, 2024

---

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)

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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

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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