Your Directors have pleasure presenting the 23rd Annual Report alongwith AuditedAccounts for the year ended 31st March 2016.
| || ||(Rs. In lacs) |
| ||(31.03.2016) ||(31.03.2015) |
|Operational Receipts ||2230.48 ||2197.46 |
|Other Income ||1.49 ||17.26 |
|Profit/(Loss) on Sale of Fixed Assets ||- ||46.89 |
|Profit before Depreciation Interest & Tax ||509.81 ||577.56 |
|Depreciation ||273.21 ||282.97 |
|Interest ||122.69 ||156.75 |
|Provision for tax ||70.40 ||55.25 |
|Income Tax Earlier year ||0.35 ||0.60 |
|Deferred Tax Liability for Current Year ||(29.02) ||(6.13) |
|Net Profit ||72.18 ||88.12 |
|Balance brought forward ||1079.47 ||1179.41 |
|Less : Fixed assets W/o due to transitional provisions of the Act ||- ||(188.06) |
|Balance carried to Balance Sheet ||1151.65 ||1079.47 |
The turnover for the year under review was Rs. 2230.48 Lacs as compared to Rs. 2197.46Lacs in the previous year. The Company has recorded a profit before depreciation interestand tax of Rs. 509.81 Lacs during the year as compared to Rs. 577.56 Lacs in the previousyear and recorded a profit after tax of Rs. 72.18 Lacs during the year as compared to Rs.88.12 Lacs during the previous year.
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
8 (Eight) meetings of the Board of Directors and 6 (Six) meetings of the AuditCommittee were held during the year. The details of the above are given in the CorporateGovernance Report.
Smt. Stela Choksi (DIN: 00155043) Executive Whole-time Director of the Company retireby rotation and being eligible offer herself for re-appointment. Board recommends herreappointment as director of the Company.
Shri Sunil Choksi was appointed as Managing Director for a period of 3 (Three) years upto 31st August 2016 the Board of Directors of the Company has considered it desirable toreappoint him as Managing Director for a period of 3 (Three) years from 1st September2016.
Smt. Stela Choksi was appointed as Whole Time Director for a period of 3 (Three) yearsup to 31st August 2016 the Board of Directors of the Company has considered it desirableto reappoint her as Whole Time Director for a period of 3 (Three) years from 1stSeptember 2016.
Shri Vyangesh Choksi was appointed as Whole Time Director for a period of 3 (Three)years up to 31st August 2016 the Board of Directors of the Company has considered itdesirable to reappoint him as Whole Time Director for a period of 5 (Five) years from 1stSeptember 2016.
All the Independent Directors qualify all the requirements of sub-section (6) ofsection 149 of the Companies Act 2013 and Listing Agreement & shall abide the code ofIndependent Directors.
Policy on Directors 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.
DIRECTORS 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 2015-2016.
The Audit Committee comprises of all Independent Directors namely Shri SudarshanShastri (Chairman) Shri Satish Joshi and Shri 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.
M/s. Prateek Jain & Co. Chartered Accountants Indore Statutory Auditors of theCompany retire at the ensuring Annual General Meeting of the Company and being eligibleoffer themselves for reappointment.
The Auditors in their report have referred to the Notes forming part of the Account;the notes are self explanatory and need no comments. The Auditors Report for thefinancial year 2015-2016 does not contain any qualification reservation or adverseremark. The Auditors Report is enclosed with the financial statements in this AnnualReport.
No frauds have been reported by the Auditors under Section 143(12) of the CompaniesAct 2013 requiring disclosure in the Boards Report.
The Board has appointed M/s. M. Maheshwari & Associates. Practicing CompanySecretary to conduct Secretarial Audit for the financial year 2016-2017. The SecretarialAudit Report for the financial year ended 31st March 2016 is annexed here with marked asForm No. MR- 3 to this Report. The Secretarial Audit Report does not contain anyqualification or observation or adverse remark does not call for any further comments.
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 2015-16.
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 on Corporate Governance and Management Discussion and Analysis Report in termsof Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. Acertificate from the Auditors confirming compliance with the conditions of CorporateGovernance 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 2016.
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.
The Securities and Exchange Board of India (SEBI) on 2nd September 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effective1st December 2015. Accordingly all listed entities were required to enter into theListing Agreement within six months from the effective date. The Company entered intoListing Agreement with BSE Limited on 13th February 2016.
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 2016-17.
The Companys 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 theBoards report.
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 Companys shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession 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 Clause 49(v) of listing agreement. The Certificate have been enclosed inthe Corporate Governance Report is annexed herewith marked as "Declaration fromManaging Director" & "CFO Certificate Under Clause 49 (IX)".
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((Appointment and 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 : ||a. Imports : ||Rs. 51241683/- |
| ||b. Travelling Expenses : ||Rs. 751165/- |
| ||c. Interest on Foreign Currency loan to bank : ||Rs. 134761/- |
Foreign Exchange Earnings : Rs. 3516427/-
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 theCompanys executives staff and workers.
| || ||FOR AND ON BEHALF OF THE BOARD |
| || ||CHOKSI LABORATORIES LIMITED |
| ||STELA CHOKSI ||SUNIL CHOKSI |
|DATE: 12.08.2016 ||WHOLE-TIME DIRECTOR ||MANAGING DIRECTOR |
|PLACE: INDORE ||DIN: 00155043 ||DIN: 00155078 |
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31 2016
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
Choksi Laboratories Limited
Indore (M. P.) - 452 001
We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by CHOKSI LABORATORIES LIMITED(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me/us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.
Based on our verification of the CHOKSI LABORATORIES LIMITED books papersminute books forms and returns filed and other records maintained by the company and alsothe information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit We hereby report that in ouropinion the company has during the audit period covering the financial year ended on March31 2016 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter: We have examined the books papersminute books forms and returns filed and other records maintained by Company for thefinancial year ended on March 31 2016 according to the provisions of:
i. The Companies Act 2013 (the Act) and the rules made there under read withnotifications exemptions and clarifications thereto;
ii. The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade there under;
iii. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;iv. Foreign Exchange Management Act 1999 and the rules and regulations made there underto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011 as amended from time to time;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 and The Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 as amended from time to time;
c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 and amendments from time to time. However the regulationsare not applicable to the Company during the Audit period since the Company has not raisedany money from the public and hence these regulations have not been considered for thepurpose of this report;
d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulation 2014. However the regulations are notapplicable to the Company during the Audit period since the Company does not have anyscheme in operation and hence these regulations have not been considered for the purposeof this report; e. The Securities and Exchange Board of India (Issue and Listing ofDebt Securities) Regulations 2008- Not applicable as the Company has not issue anydebt securities;
f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 as amended from time to time regarding the CompaniesAct and dealing with client; g. The Securities and Exchange Board of India (Delisting ofEquity Shares) Regulations 2009 as amended from time to time;- Not applicable to theCompany during the Audit period;
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations1999- Not applicable as the Company has not bought back/propose to buyback any of itssecurities during the financial year under review.
vi Taking into consideration business activities of the Company there are nospecific regulator / law whose approval is required for undertaking business operations ofthe Company and hence no comment is invited in respect of the same. We have in principallyverified existing systems and mechanism which is followed by the Company to ensurecompliance of other applicable Laws like Labour Laws etc and have relied on therepresentation made by the Company and its officers in respect of aforesaid systems andmechanism for compliances of other applicable Acts Laws and Regulations and found thesatisfactory operation of the same.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India withrespect to Board and General Meetings. These Standards were applicable with effectfrom July 1 2015 and have been taken into consideration for all meetings of the Companyheld thereafter.
(ii) The Listing Agreements entered into by the Company with the Exchanges read withSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
During the period under review the Company has generally complied with the provisionsof the Act Rules Regulations Guidelines Standards etc. mentioned above.
We further report that
We rely on Statutory Auditors Report in relation to the financial statements andaccuracy of financial figures for Sales Tax Wealth Tax Value Added Tax Related PartyTransactions Provident Fund ESIC etc. as disclosed under Financial StatementsAccounting Standard 18 and note on foreign currency transactions during our audit period.
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members views if anyare captured and recorded as part of the minutes.
We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
We further report that during the Audit period the Company has no specific events /actions that having a major bearing on the Companys affairs in pursuance of theabove referred laws rules regulations guidelines standard etc.
Note : This Report is to be read with our letter dated 12th August 2016 which isannexed as Annexure A and forms an integral part of this report.
| ||For M Maheshwari & Associates |
| ||Company Secretaries |
|Date : 12th August 2016 ||MANISH MAHESHWARI |
|Place : Indore ||FCS 5174C.P. No.3860 |
Annexure - A
CHOKSI LABORATORIES LIMITED
CIN: L85195MP1993PLC007471 6/3MANORAMA GANJ INDORE (M. P.) - 452001
Our Secretarial Audit Report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on the test basis to ensure that correct facts are reflected insecretarial records. We believe that the process and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.
4. Where ever required we have obtained the Management representation about thecompliances of laws rules regulations and happening of events etc.
5. The compliances of the provisions of Corporate and other applicable laws rulesregulations standards are the responsibility of management. Our examination was limitedto the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy of effectiveness with which the management has conductedthe affairs of the company.
For M. Maheshwari & Associates
Date: 12th August 2016
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014) Form for disclosure of particulars ofcontracts/arrangements entered into by the company with related parties referred to insub-section (1) of section 188 of the Companies Act 2013 including certain arms lengthtransactions under third provision is given below: 1. Details of contracts or arrangementsor transactions not at arms length basis:
|S. No. ||Particulars ||Details |
|a) ||Name(s) of the related party and nature of relationship: || |
|b) ||Nature of contracts/arrangements/transactions: || |
|c) ||Duration of the contracts / arrangements/transactions: || |
|d) ||Salient terms of the contracts or arrangements or transactions including the value if any: ||Not Applicable |
|e) ||Justification for entering into such contracts or arrangements or transactions: || |
|f) ||Date(s) of approval by the Board: || |
|g) ||Amount paid as advances if any: || |
|h) ||Date on which the special resolution was passed in general meeting as required under first proviso to section 188: || |
2. Details of material contracts or arrangement or transactions at arms lengthbasis:
|S. No. ||Particulars ||Sunil Choksi ||Stela Choksi ||Vyangesh Choksi ||D G Choksi HUF ||Khyati Choksi ||Neeta Shah |
|a) ||Name(s) of the related party and nature of relationship: ||Managing Director ||Whole time Director ||Whole time Director ||Directors HUF ||Spouse of Director ||Sister of Director |
|b) ||Nature of contracts/ arrangements/transactions ||Remunera- tion paid & Loan Recd. ||Remunera- tion paid & Rent Paid ||Remunera- tion paid & Loan Recd.& Repaid ||Rent Paid ||Salary Paid ||Commission Paid |
|c) ||Duration of the contracts / arrangements/transactions: ||12 Mths. ||12 Mths. ||12 Mths. ||12 Mths ||12 Mths. ||12 Mths. |
|d) ||Salient terms of the contracts or arrangements or transactions including the value if any: ||27.00 Lakhs & 40.00 Lakhs ||21.00 Lakhs & 03.00 Lakhs ||14.40 Lakhs & 13.50 Lakhs ||11.37 Lakhs ||4.80 Lakhs ||6.35 Lakhs |
|e) ||Justification for entering into such contracts or arrangements or transactions: ||Int. Free Loan from Director ||Rent of Baroda ||Int. Free Loan from Director ||Rent of Indore & VAPI Lab ||JOB at Indore ||Franchisee Commission for Gujrat |
|f) ||Amount paid as advances if any: ||No ||No ||No ||No ||No ||No |
| || ||FOR AND ON BEHALF OF THE BOARD |
| || ||CHOKSI LABORATORIES LIMITED |
| ||STELA CHOKSI ||SUNIL CHOKSI |
|DATE: 12.08.2016 ||WHOLE-TIME DIRECTOR ||MANAGING DIRECTOR |
|PLACE: INDORE ||DIN: 00155043 ||DIN: 00155078 |