Your Directors have pleasure presenting the 24th Annual Report alongwithAudited Accounts for the year ended 31st March 2017.
(Rs. In lacs)
| ||(31.03.2017) ||(31.03.2016) |
|Operational Receipts ||2519.87 ||2230.48 |
|Other Income ||62.96 ||1.49 |
|Profit before Depreciation Interest & Tax ||542.77 ||509.81 |
|Depreciation ||286.35 ||273.21 |
|Interest ||126.42 ||122.69 |
|Provision for tax ||50.74 ||70.40 |
|Income Tax Earlier year ||9.15 ||0.35 |
|Deferred Tax Liability for Current Year ||(18.46) ||(29.02) |
|Net Profit ||88.57 ||72.18 |
|Balance brought forward ||1151.65 ||1079.47 |
|Balance carried to Balance Sheet ||1240.22 ||1151.65 |
The turnover for the year under review was Rs. 2519.87 Lacs as compared to Rs. 2230.48Lacs in the previous year. The Company has recorded a profit before depreciation interestand tax of Rs. 542.77 Lacs during the year as compared to Rs. 509.81 Lacs in the previousyear and earned profit after tax of Rs. 88.57 Lacs during the year as compared to Rs.72.18 Lacs in previous year. During the year company has received other income of 62.96Lakh which includes capital gain from selling of spare land at vapi and interest on taxrefund. Company has made addition/ invested in capacity building in the current units tocounter old/legacy Instruments. Company has written off bad debt(s) amounting to fortyseven lakh of previous years and discounted current sales by 12 Lakh only.
The current expansion(s) will help company to yield better results in forthcomingyears.
EXTRACT OF ANNUAL RETURN
In compliance with section 92(3) section 134 (3) (a) and rule 11 of the Companies(Management and Administration) Rules 2014 the extract of the annual return is annexed asForm No. MGT-9 with this report.
MEETINGS OF THE BOARD
6 (Six) meetings of the Board of Directors and 5 (Five) meetings of the Audit Committeewere held during the year. The details of the above are given in the Corporate GovernanceReport.
Mr.Vyangesh Choksi (DIN:00154926) Director of the Company retire by rotation andbeing eligible offer himself for reappointment. Board recommends his reappointment asDirector of the Company.
Ms.Himika Choksi (DIN:00155007) was appointed as Additional Director of the Companyw.e.f. 01.03.2017. The Board of Directors of the Company have recommended to appoint heras Director of the Company liable to retire by rotation and have considered it desirableto also appoint her as Whole Time Director for a period of 5 (Five) years w.e.f.01.06.2017.
Policy on Director's appointment and remuneration
Matching the needs of the Company and enhancing the competencies of the Board are thebasis for the Nomination and Remuneration Committee to select a candidate for appointmentto the Board. The current policy is to have a balanced mix of executive and non-executiveIndependent Directors to maintain the independence of the Board and separate itsfunctions of governance and management.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to section 134 (5) of the Companies Act 2013 the Directors confirm that: -
(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures.
(ii) They have in the selection of the accounting policies consulted the statutoryauditors and have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit of the Company for that period.
(iii) They have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.
(iv) They have prepared the annual accounts on a going concern basis.
(v) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.
(vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has a vigil Mechanism named Vigil Mechanism/ Whistle Blower Policy to dealwith instances of fraud and mismanagement if any.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition And Redressal)Act 2013.
An Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.
No compliant pertaining to sexual harassment were received during FY 2016-2017.
The Audit Committee comprises of all Independent Directors namely Mr. Sudarshan Shastri(Chairman) Mr. Satish Chandra Joshi and Mr. N.K. Mani as other members. All therecommendations made by the Audit Committee were accepted by the Board.
There are no recommendations of the Audit Committee which have not been accepted by theBoard.
AUDITORS AND AUDITORS REPORT
As per the provisions of the Act the period of office of M/s Prateek Jain & Co.Chartered Accountants Statutory Auditors of the Company expires at the conclusion of theensuing Annual General Meeting.
It is proposed to appoint M/s. Subhash Chand Jain Anurag & Associates CharteredAccountants (ICAI FRN: 004733C) as Statutory Auditor of the Company for a term of 5(five) consecutive years. They have confirmed their eligibility and qualification requiredunder the Act for holding the office as Statutory Auditor of the Company.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer Except Note No. 30(c)to the Notes on Financial Statements.
Explanatory statement for Note No. 30(C) to the notes on financial statements :
The Company has already provided for the Service Tax Liability in its books of accountsand is also evident from the annual result & Auditor's Report dated 29.5.2016. Thesaid liability could not be discharged due to late receipts of prior period GovernmentRefunds & Grants pending amounting to around Rs.425 Lakh which created temporaryliquidity crunch. The said liability of service tax was duly paid within 30 days from thedate of the demand. The Company has filed a Settlement Application with the CustomsCentral Excise & Service Tax Principal Bench Settlement Commission against the ShowCause Notice dated 19.5.2017.
The Board appointed M/s. M. Maheshwari & Associates Practicing Company Secretaryto conduct Secretarial Audit for the FY 2016-17. The Secretarial Audit Report for thefinancial year ended March 31 2017 is annexed herewith. The Secretarial Audit Report doesnot contain any qualification reservation adverse remark or disclaimer.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the Notes to the financial statements provided in this Annual Report.
In order to conserve the resources of the Company and retain internal accruals forfunding growth and maximizing capacity so that Company generates a good return forshareholders in the long run the Board of Directors do not propose dividend for the yearended 2016-2017.
The Company has not invited/accepted public deposit within the meaning of section 73 ofthe Companies Act 2013 and rules made thereunder during the year under review.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Report on Corporate Governance and Management Discussion and Analysis Report areannexed and form part of this Annual Report. A certificate from the Auditors confirmingcompliance with the conditions of Corporate Governance is also annexed.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
COMMITTEES OF THE BOARD
Currently the Board has three committees : the audit committee the nomination &remuneration committee and the stakeholders relationship committee. All committees consistentirely of independent directors. A detailed note on the composition of the Board and itscommittees is provided in the Corporate Governance Report of this Annual Report.
TRANSFER TO RESERVES
During the year the Board of Directors have decided not to transfer any amount to thereserves for the financial year ended 31st March 2017.
The Board carried out an annual performance evaluation of its own performance theIndependent Directors individually as well as the evaluation of the working of theCommittees of the Board. The performance evaluation of all the Directors was carried outby the Nomination and Remuneration Committee.
LISTING OF SECURITIES
The Equity Shares of the Company are listed at Bombay Stock Exchange. The Company hadduly paid the listing fees to the Bombay Stock Exchange for the financial year 2017-2018.
The Company's shares are presently held in both electronic and physical modes.
BUSINESS RISK MANAGEMENT
The company does not have any risk other than normal business risk therefore there isno any written risk management policy so far adopted by the company.
INTERNAL FINANCIAL CONTROLS
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies of the Company.
Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls.
The Internal financial controls with reference to the financial statements wereadequate and operating effectively.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed to the Board'sreport.
CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of the Companyin accordance with the SEBI (Prohibition of Insider Trading) Regulations 2015.
The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or 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 Board of Directors and the designated employees haveconfirmed compliance with the Code.
DECLARATION FROM MANAGING DIRECTOR & CFO CERTIFICATION
The Board of Directors have received declaration from Managing Director and certificatefrom CFO under Schedule V (D) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. The Certificate have beenenclosed in the Corporate Governance Report is annexed herewith marked as"Declaration from Managing Director" & "CFO Certificate UnderRegulation 17 (8) and part B of Schedule II of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015".
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014Disclosures pertaining to remuneration and other details as required under Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not provided in the Annual Report as none of theemployees of the Company who was drawing remuneration in excess of the limits set out inthe provision of the section 197 of the Act read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
The requisite particulars required to be furnished under Section 134(3) (m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 regarding energyconservation technology absorption and R & D are not applicable since the Company isnot engaged in any manufacturing or processing activities.
FOREIGN EXCHANGE EARNINGS AND OUTGO
|Foreign Exchange outgo ||Rs. 5802057/- |
|Foreign Exchange Earnings ||Rs. 3408651/- |
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
| ||FOR AND ON BEHALF OF THE BOARD || |
| ||CHOKSI LABORATORIES LIMITED || |
| ||STELA CHOKSI ||SUNIL CHOKSI |
|DATE: 14/08/2017 ||WHOLE-TIME DIRECTOR ||MANAGING DIRECTOR |
|PLACE: INDORE ||DIN: 00155043 ||DIN: 00155078 |