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

Provision for Tax                  (19,24,653)         -

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)

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)