avi photochem ltd Directors report

To

The Shareholders,

Your directors have pleasure in presenting the 34^th Annual Report along with the Audited Financial statements of the Company for the financial year ended 31^st March, 2023

FINANCIAL RESULTS:

Your Companys financial performance for the year ended 31st March, 2023 is summarized below:

Particulars	For the Year ended on 31.03.2023	For the Year ended on 31.03.2022
	(Rs. In Thousands)	(Rs. In Thousands)
Total Income	36,962.81	33,708.96
Total Expenditure	34,217.31	32,143.59
Profit/(Loss) before taxation	2,745.50	1,565.37
Provision for Tax	689.04	406.97
Profit/(Loss) after Taxation	2,056.47	1,158.40
Earning per equity share (Basic & Diluted) (Face
	0.80	0.65
Value of Rs. 10/- each)

WORKING RESULTS AND STATE OF COMPANYS AFFAIRS :

The company is doing trading business in Dental products and food business. The company has made significant process in the food business as well as online trading business of dental goods. The company is planning to expand into quick service restaurants. During the year the Company has a profit of Rs. 2056.47 thousand against a profit of Rs. 1,158.40 thousand in the previous year. There is no material change and commitment affecting the financial position of the Company which has occurred during the F.Y. 2022-23, 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 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:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

RESERVE:

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

SHARE CAPITAL:

The Issued, subscribed and paid-up equity capital of your company as on March 31, 2022 stood at Rs. 2,58,45,720/- comprising of 25,84,572 Equity shares of Rs.10/-each during the year under review.

DETAILS OF DIRECTORS AND:

As on 31st March, 2023, the Board comprised of 6(Six) directors including 3 (Three) independent director. 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

I. RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mr. Vikram Vora, Non- Executive Non-Independent Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. Members are requested to refer to the Notice of the ensuing Annual General Meeting for brief profile and other related information of Mr. Vikram Vora, Non- Executive Non-Independent Director, retiring by rotation. II. CHANGE IN DIRECTORS Pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of the Company appointed/ reappointed the following Directors and Key Managerial Personnel:

1.	Mr. Vikram A Vora	Non-Executive Director (Appointed w.e.f. 23.08.2022)
2.	Mr. Vimal Desai	Independent Director (Appointed w.e.f. 23.08.2022)
3.	Mr. Abhishek Nilesh Vora	Independent Director (Appointed w.e.f. 23.08.2022)
4.	Mr. Pradeep Kumar	Independent Director (Resigned w.e.f. 23.08.2022)

III. KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013, as on 31stMarch, 2022, 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 Patel	Chief Financial Officer

IV. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

Further, the Independent Directors have also submitted their declaration in compliance with the provisions of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of Independent Directors name in the data bank of Indian Institute of Corporate Affairs ("IICA") till they continue to hold the office of an independent director. None of the directors of your Company are disqualified under the provisions of Section 164(2) of the Companies Act, 2013. Your directors have made necessary disclosures as required under various provisions of the Companies Act, 2013. In the opinion of the Board, all the independent directors are persons of integrity and possess relevant expertise and experience.

V. ANNUAL PERFORMANCE EVALUATION:

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.

BOARD MEETINGS:

During the year under review, 5(Five) meetings were held. The dates of the meetings are 30^th May 2022, 8^thAugust 2022, 23^rd August 2022, 14^th November, 2022 and 14^th February, 2023. 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	5 of 5
2 Mr. Vikram A. Vora	3 of 5
3 Mr.Pradeep H. Joshi	5 of 5
4 *Mr. Pradeep Kumar	3 of 5
5 Mrs. Daksha N. Vora	5 of 5
6 Mr. Vimal Desai	2 of 5
7 Mr. Abhishek N. Vora	2 of 5

*Mr. Pradeep Kumar has resigned from post of Director of the Company with effect from August 23, 2022.

COMMITTEES OF THE BOARD

I.Audit Committee

The Composition of Audit Committee is as under:

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

*Mr. Pradeep Kumar has resigned from the post of Director of the Company with effect from August 23, 2022. **Mr. Vimal Desai has appointed from the post of Non-Executive and Independent Director of the Company with effect from August 23, 2022.

In the financial year 2022-2023, the Audit Committee met four times. The Meetings were held are 30^th May 2022, 8^th August 2022, 14^th November, 2022 and 14^th February, 2023. Attendance of Audit Committee Members is as under:

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

II.Nomination and Remuneration Committee:

The Composition of Nomination and Remuneration Committee is as under:

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

**Mr. Vimal Desai has appointed from the post of Non-Executive and Independent Director of the Company with effect from August 23, 2022.

In the financial year 2022-2023 the Nomination and Remuneration Committee met one time. The Meetings was held on 14h February 2023. 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	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:

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

In the financial year 2022-2023 the Stakeholders Relationship Committee met one time. The Meetings was held on 30^th May 2022. Attendance of Stakeholders Relationship 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	Mr. Avinash D. Vora	1/1

**Mr. Pradeep Kumar has resigned from the post of Director of the Company with effect from August 23, 2022.

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 Companys 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.

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:

a) 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. b) The committee shall also ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and c) 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 the appointment and removal of directors, key managerial personnel and senior management. b) To evaluate the performance of the members of the Board and provide a 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.

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 are made available on the Companys website www.aviphoto.in.

DIRECTORS 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, 2023, 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 and 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.

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were operating effectively and no reportable material weakness in the design or operations were observed.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period under 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.

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 36thAnnual 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 31.03.2023 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 Auditors Report does not contain any qualification, reservation or adverse remark.

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 31.03.2023. 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 31.03.2023 is annexed herewith as "Annexure A" to this report.

SECRETARIAL AUDITORS OBSERVATIONS & COMMENTS FROM BOARDS: -

1. The Company has not filed e-Form MGT-14 in respect of Appointment of Internal Auditor as required under Section 117 read with 179(3) of the Companies Act, 2013. Comment by the Board: Due to MCA V3 version technical issue same could not be filed however the Company is the process of filing of the same and same will be get filed as soon as possible.

2. The Company has not filed e-Form DPT-3 in respect of Particulars of transactions by a company not considered as deposit as per rule 2(1)(c) of the Companies (Acceptance of Deposit) Rules, 2014 for the year ended March 31, 2022 as required under rule 16 of Companies (Acceptance of Deposits) Rules, 2014. Comment by the Board: Due to MCA V3 version technical issue same could not be filed however the Company is the process of filing of the same and same will be get filed as soon as possible.

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. 2,58,45,720/- and Net Worth is of Rs. Rs.4,48,83,916/-as on Financial Year ending 31^st March, 2023, therefore, the provisions relating to Corporate Governance Report are not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis forms a part of this annual report.

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

RELATED PARTIES TRANSACTIONS:

During FY 2022-2023, all related party transactions that were entered into during the financial year were on arms 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 B" 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.

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.

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 C" 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 2022-23 is not applicable as none of the employee is drawing remuneration in excess of the limits specified in the said Rule 5(2).

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.

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

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

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.

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 sources 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 in energy conservation equipment during the year under review.

(B) Technology Absorption

(i) The Company has not imported any technology during the 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.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

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

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.

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 Boards 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 the Prevention of Insider Trading. The Company has adopted a Code of Conduct for the 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 Companys 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 the implementation of the Code.

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

OTHER DICLOSURES:

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

Your Company has not issued any shares with differential voting.

Your Company has not issued any sweat equity shares.

There was no revision in the financial statements.

There has been no change in the nature of business of your Company.

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.