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AVI Photochem Ltd.

BSE: 523896 Sector: Others
NSE: N.A. ISIN Code: INE316O01021
BSE LIVE 12:31 | 06 Feb 18.60 -0.90
(-4.62%)
OPEN

18.60

HIGH

18.60

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18.60

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 18.60
PREVIOUS CLOSE 19.50
VOLUME 339
52-Week high 20.50
52-Week low 8.90
P/E
Mkt Cap.(Rs cr) 1.93
Buy Price 18.60
Buy Qty 161.00
Sell Price 0.00
Sell Qty 0.00
OPEN 18.60
CLOSE 19.50
VOLUME 339
52-Week high 20.50
52-Week low 8.90
P/E
Mkt Cap.(Rs cr) 1.93
Buy Price 18.60
Buy Qty 161.00
Sell Price 0.00
Sell Qty 0.00

AVI Photochem Ltd. (AVIPHOTOCHEM) - Director Report

Company director report

DIRECTORS’ REPORT

To

The Shareholders

Your Directors have pleasure in presenting the 27th Annual Report along withthe Audited Financial statements of the Company for the financial year ended 31st March2016.

2.1 FINANCIAL RESULTS:

Particulars For the Year ended on For the Year ended on
31.03.2016 31.03.2015
Total Income 18697698 18277875
Total Expenditure 14684853 12810422
Profit/(Loss) before taxation 4012845 5467453
Provision for Tax (1292161) (1655430)
Profit/(Loss) after Taxation 2720684 3812023
Earning per equity share (Basic & Diluted) 2.61 3.65
(Face Value of Rs. 10/- each)

2.2 WORKING RESULTS AND STATE OF COMPANY’S AFFAIRS:

The Company is doing trading business in chemicals and ecommerce. The Company isexploring the overseas market for its business expansion. During the year the Company hasachieved gross revenue of Rs. 18697698 as against Rs. 18277875 in the previous year.The company has earned profit of Rs. 2720684 /- as against Rs. 3812023/- in theprevious year.

2.3 DIVIDEND:

With a view to conserve the resources of the Company the Board of Directors does notrecommend any dividend for the year under the review.

2.4 DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

2.5 RESERVE:

No amount has been transferred to the General Reserve during the year.

2.6 SHARE CAPITAL:

The paid up equity capital as on March 31 2016 was Rs. 10440220/- during the yearunder review.

2.7 DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany’s Articles of Association

Mr. Avinash D. Vora Managing Director retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offers himself for re-appointment. The Boardrecommends his re-appointment for the consideration of the Members of the Company at theensuing Annual General Meeting.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and underregulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

During the year under review there is no change in the Board of Directors of theCompany.

The following are the Key Managerial Personnel of the Company:

1. Mr. Avinash D. Vora : Chairman and Managing Director
2. Mr. Vikram A. Vora : Whole Time Director
3. Ms. Dimple P. Vyas : Chief Financial officer (w.e.f. 12.08.2015)
4. Ms. Bhavna K. Patel : Company Secretary & Compliance Officer

During the year Ms. Dimple P. Vyas appointed as Chief Financial Officer (CFO) of theCompany w.e.f. 12.08.2015.

2.8 BOARD MEETINGS:

During the year under review 7 (Seven) meetings were held. The dates of the meetingsare 30th May 2015 5th June 2015 12th August 2015 10thNovember 2015 30th November 2015 16th December 2015 and 10thFebruary 2016.

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 7 of 7
2 Mr. Vikram A. Vora 7 of 7
3 Mr. Pradeep H. Joshi 7 of 7
4 Mr. Pradeep Kumar 7 of 7
5 Mrs. Daksha N. Vora 7 of 7

2.9 COMMITTEES OF THE BOARD:

I. Audit Committee

The Composition of Audit Committee is as under:

i. Mr. Pradeep Kumar - Chairman Non-Executive and Independent Director
ii. Mr. Pradeep H. Joshi - Non-Executive and Independent Director
iii. Mr. Avinash D. Vora - Executive Director

In the financial year 2015-16 the Audit Committee met four times. The Meetings wereheld on 30th May 2015 12th August 2015 10th November2015 and 10th February 2016.

Attendance of Audit Committee Members is as under:

Sr. No. Name of Director No. of Board Meetings/ Meeting attended
1 Mr. Pradeep Kumar 4/4
2 Mr. Pradeep H. Joshi 4/4
3 Mr. Avinash D. Vora 4/4

II. Nomination and Remuneration Committee:

The Composition of Nomination and Remuneration Committee is as under:

i. Mr. Pradeep Kumar - Chairman Non-Executive and Independent Director
ii. Mr. Pradeep H. Joshi - Non-Executive and Independent Director
iii. Mrs. Daksha N. Vora - Non- Executive Director

In the financial year 2015-16 the Nomination and Remuneration Committee met one time.The Meetings was held on 12th August 2015.

Attendance of Nomination and Remuneration Committee Members is as under:

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

III. Stakeholders Relationship Committee

The Composition of Stakeholders Relationship Committee is as under:

i. Mr. Pradeep Kumar - Chairman Non-Executive and Independent Director
ii. Mr. Pradeep H. Joshi - Non-Executive and Independent Director
iii. Mr. Avinash D. Vora - Executive Director

In the financial year 2015-16 the Stakeholders Relationship Committee met Five times.The Meetings were held on 25th May 2015 25th August 2015 23rdNovember 2015 12th February 2016 and 30th March 2016.

Attendance of Stakeholders Relationship Committee Members is as under:

Sr. No. Name of Director No. of Board Meetings/ Meeting attended
1 Mr. Pradeep Kumar 5 /5
2 Mr. Pradeep H. Joshi 5/5
3 Mr. Avinash D. Vora 5/5

2.10 ANNUAL PERFORMANCE EVALUATION:

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

2.11 RISK MANAGEMENT POLICY:

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

2.12 NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of directors and recommends to theBoard a policy relating to the remuneration for the Directors Key Managerial Personneland other employees. The brief terms of the policy framed by the Nomination andRemuneration Committee in pursuant to the provisions of Section 178(4) of the CompaniesAct 2013 and Rules made thereunder are as follows:

a) The committee shall ensure that the level and composition of remuneration isreasonable and sufficient to attract retain and motivate directors of the qualityrequired to run the Company successfully;

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

c) The committee shall also ensure that the remuneration to directors key managerialpersonnel and senior management involves a balance between fixed and incentive payreflecting short and long term performance objectives appropriate to the working of theCompany and its goals.

The Key Objectives of the Committee are:

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

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

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

2.13 VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases. Details of the Vigil Mechanism policy are made available on theCompany's website www.aviphoto.in

2.14 DIRECTOR'S RESPONSIBILITY STATEMENT:

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

a. in the preparation of the annual accounts for the year ended 31 March 2016 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;

b. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for that period; c. the directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud 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 thecompany and that such internal financial controls are adequate and were operatingeffectively; and

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

2.15 INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year under review such controls were operatingeffectively and no reportable material weakness in the design or operation were observed.

2.16 CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period under the review not applicable to the Company. Hence yourDirectors have not constituted the Corporate Social Responsibility (CSR) Committee.

2.17 AUDITORS:

S. Shah & Associates Chartered Accountants (Registration Number: 109771W) who areStatutory Auditors of the Company hold office up to the forthcoming Annual General Meetingand are recommended for ratification of re-appointment for the financial year 2016-17. Asrequired under the provisions of Section 139 of the Companies Act 2013 the Company hasobtained written confirmation from S. Shah & Associates that their appointment ifmade would be in conformity with the limits specified in the said Section.

2.18 STATUTORY AUDITORS’ OBSERVATIONS:

The notes on financial statements referred to in the Auditors’ Report areself-explanatory and do not call for any further comments. The Auditors Report does notcontain any qualification reservation or adverse remark.

2.19 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 Company hasappointed Mr. Anish Gupta a firm of Company Secretaries in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit report is annexed herewith as"Annexure A"

2.20 SECRETARIAL AUDITORS’ OBSERVATIONS:

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

2.21 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 upequity share capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs. 25Crores as on the last day of the previous financial year is not required to comply withthe norms of the Corporate Governance Report.

Since the Paid Up Equity Share Capital of the Company is Rs. 10440220 and Net Worthis of Rs. 15932312 as on Financial Year ending 31st March 2016 therefore theprovisions relating to Corporate Governance Report are not applicable to the Company.

2.22 EXTRACT OF ANNUAL RETURN:

In pursuant to the provisions of Section 92 of the Companies Act 2013 and Rule 12 ofthe Companies (Management and Administration) Rules 2014 Extract of Annual Return inform MGT-9 is annexed herewith as "Annexure B" which forms part of thisReport.

2.23 RELATED PARTIES TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large. Suitable disclosures as required under AS-18 havebeen made in the Notes to the financial statements.

2.24 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

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

2.25 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Company does not have any employees drawing remuneration in excess of the limitsspecified in Section 197(12).

RATION OF REMUNERATION OF EACH DIRECTOR

The information required pursuant to Section 197 read with Rule 5 (1) (i) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofratio of remuneration of each director to the median remuneration of the employees of theCompany for the Financial Year will be made available for inspection at its registeredoffice of the Company during the working hours for a period of twenty one days before thedate of annual general meeting of the company pursuant to Section 136 of the CompaniesAct 2013 and members if any interested in obtaining the details thereof shall makespecific request to the Company in this regard.

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

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

2.27 DISCLOSURE AS 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 itsemployees and has formulated ‘Policy for Prevention of Sexual Harassment’ toprohibit prevent or deter any acts of sexual harassment at workplace and to provide theprocedure for the redressal of complaints pertaining to sexual harassment therebyproviding a safe and healthy work environment. During the year under review no case ofsexual harassment was reported.

2.28 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

Your Company does not have any activity relating to conversion of energy or technologyabsorption.

2.29 FOREIGN EXCHANGE EARNINGS AND OUT-GO:

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

2.30 SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

2.31 PREVENTION OF INSIDER TRADING:

In January 2015 SEBI notified the SEBI (Prohibition of insider trading) Regulations2015 which came into effect from May 15 2015. Pursuant thereto the Company hasformulated and adopted a new Code for Prevention of Insider Trading. The Company hasadopted a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading in securities by the Directors and designated employees of the Company. The Coderequires pre-clearance for dealing in the Company’s shares and prohibits the purchaseor sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

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

2.32 APPRECIATIONS:

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous cooperation and assistance.

By order of the Board of Directors
Registered Office: For AVI PRODUCTS INDIA LIMITED
110 Manish Indl. Estate No. 4 Navghar Road Vasai East (formerly known as AVI Photochem Limited)
Thane- 401210. Sd/-
Date:12th August2016 Avinash Vora
Chairman
(DIN No. 02454059)