The Members Photoquip India Ltd.
Your Directors have pleasure in presenting their 24th Annual Report on thebusiness and operations of the Company and the accounts for the financial year ended 31stMarch 2016.
Financial Summary of the Company
|Particulars || |
Rs. In Lacs
| ||2015-16 ||2014-15 |
|Gross Operating Income ||6034.01 ||10114.18 |
|Add: Other Income ||211.21 ||37.62 |
|Total Income ||6245.22 ||10151.80 |
|Profit Before Interest Depreciation and Exceptional items ||(27.66) ||104.54 |
|Less: Finance Charges ||194.04 ||201.31 |
|Less: Provision for Amortization and Depreciation ||191.21 ||187.37 |
|Less: Exceptional items ||52.98 ||157.97 |
|Net Profit/ (Loss) Before Tax ||(465.89) ||(442.11) |
|Less: Deferred Tax Liability / (Asset) ||(125.81) ||(168.20) |
|Less: Taxes of earlier years ||12.21 ||22.39 |
|Net Profit / (Loss)After Tax ||(352.29) ||(296.31) |
|Add: Balance of Profit brought forward ||2157.39 ||2460.70 |
|Balance available for appropriation ||1805.10 ||2164.40 |
|Less: Additional Depreciation (pursuant to revised schedule II of Companies Act 2013) ||Nil ||6.99 |
|Surplus carried to Balance Sheet ||1805.10 ||2157.39 |
The Company proposes to carry forward Rs. 1805.10 Lacs to Reserves and Surplus.
During the year under review your Company earned an income of Rs. 6245.22 Lacs asagainst Rs. 10151.80 Lacs in the previous year a decrease of 38.48% as compared to theprevious year primarily on account of discontinuance of lEd division and decrease inexports turnover during FY 2015-16. The Company has incurred a Net Loss of Rs. 352.29 Lacsas against Net Loss of Rs. 296.31 Lacs in the previous financial year.
The summarized key indicative figures are mentioned below. (Rs. In Lacs)
|Particulars ||2015-16 ||2014-15 |
|Sales / Other Receipts ||6034.01 ||10114.18 |
|Exports ||3322.01 ||4466.94 |
|Net Profit / (Loss) ||(352.29) ||(296.30) |
During the year losses have also increased by Rs. 55.99 Lacs due to increase in rawmaterial prices during the year.
In the absence of profits your Company has not declared dividend for the year underreview.
Internal Financial Control Systems and its adequacy
The Company has adequate internal financial controls with reference to financialstatements. During the year such controls were tested and no reportable materialweaknesses in the design or operation were observed.
Business Risk Management
Pursuant to Section 134(3)(n) of the Companies Act 2013 the Company has constituted aBusiness Risk Management Committee. The details of the committee and its terms ofreference are set out in the corporate governance report forming part of the Board'sreport.
Whistle Blower Policy
Pursuant to the provisions of Sections 177(9) and (10) of the Companies Act 2013 aWhistle Blower for directors and employees to report genuine concerns has beenestablished which is embedded in its Code of Conduct. It serves as a guide for dailybusiness interactions reflecting your Company's standard for appropriate behavior andCorporate Values. The Code of Conduct has been uploaded on the website of the Company.
Conservation of energy technology absorption and foreign exchange earnings and outgo
The details of conservation of energy technology absorption foreign exchange earningsand outgo as required to be disclosed under Section 134(3)(m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 are appended as Annexure I.
Corporate Governance and Management Discussion and Analysis Report
The Corporate Governance Report together with the Certificate from the auditors of theCompany regarding compliance with the requirements of Corporate Governance and ManagementDiscussion and Analysis Report which form an integral part of this Report is set out as AnnexureII and Annexure III respectively as stipulated in the Listing Regulations.
Particulars of Employees
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the registered office of the Company during business hours on working days barringSaturdays and Sundays prior to the date of ensuing Annual General Meeting. If any memberis interested in inspecting the same such member may write to the Company.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the ListingRegulations the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of theCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration
Policy is stated in the Corporate Governance Report.
Particulars of loans guarantees or investments under Section 186
The Company has not given any loans covered under the provisions of Section 186 of theCompanies Act 2013. The details of guarantees and investments made by Company are givenin the notes to the financial statements.
Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(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 Profit and Loss of the Company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 theCompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Declaration by Independent Director(s)
The Independent Directors have given the declaration pertaining to the criteria ofindependence as per Section 149 (6) of the Act. The Company has provided suitable trainingto independent directors to familiarize them with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operates andbusiness model of the Company.
As per the provisions of Companies Act 2013 Mr. Dhaval Jayant Soni retires byrotation at the ensuing Annual General Meeting and being eligible seeks re-appointment.The Board recommends his reappointment.
During the year under review 7 (Seven) Board Meetings and 22 (Twenty-Two) CommitteeMeetings were convened and held the details of which are given in the CorporateGovernance Report. The intervening gap between the Board and Committee Meetings werewithin the period prescribed under the Companies Act 2013.
Extract of Annual Return
As required pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return in MGT9 is a part of this Annual Report as Annexure IV.
Material Changes and Commitments
Pursuant to the provisions of Section 188 and all other applicable provisions if any ofthe Companies Act 2013 read with the Regulations 23 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 governing related party transactions andfurther to consent of the Members already obtained by the Company by way of ordinaryresolution passed under Section 180(1)(a) of the Companies Act 2013 by postal ballot onDecember 23 2014 the members of the company vide its postal ballot resolution dated 18thFebruary 2016 has approved a contract with Corvy LED Private Limited in which a relativeof Directors is interested for sale of Intellectual property Rights which includesvarious trademarks and designs registered/ pending registration in / outside Indiarelating to brand "Corvi" together with domain name www.corvi.com forconsideration of Rs. 300 Lacs.
Particulars of contracts or arrangements with related parties:
Particulars of every contract or arrangement entered into by the Company with relatedparties referred to in Sub-section (1) of Section 188 of the Companies Act 2013 includingcertain arm's length transactions under third proviso thereto are disclosed in Form No.AOC-2 as Annexure V.
Mayank Shah and Associates Chartered Accountants retire from the conclusion of theforthcoming Annual General Meeting and are eligible for re-appointment up to theconclusion of next Annual General Meeting. There are no qualifications or adverse remarksin the Auditors Report.
Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under Kala Agarwal PracticingCompany Secretary has been appointed Secretarial Auditor of the Company. The report ofthe Secretarial Auditor is enclosed as Annexure VI to this report. Thequalifications in the Secretarial Auditor's report for the year 2015-16 have beenappropriately dealt with at the respective areas.
Awards and Recognition
During the fiscal year 2016 the Company has been awarded for the Best Export OrientedUnit (MSME) in the product category of Electronic and Computer Software products for itsoutstanding performance in the year 2012-13. Jayant P.Soni Chairman and Managing Directorof the Company received the Award from N.P.S. Monga - Development Commissioner of SEEPZSpecial Economic Zone Mumbai on 30thNovember 2015.
No disclosure or reporting is required in respect of the following items as there wereno transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme
4. No significant or material orders were passed by the regulators or court ortribunals which impact the going concern status and Company's operation in future.
5. No material changes and commitments have occurred after the close of the financialyear till the date of this report which affect the financial position of the Company.
6. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 during the year under review though theCompany has adopted a policy for prevention of Sexual Harassment of Women at workplacewhich is reviewed by Committee at regular intervals
The Company wishes to place on record its sincere appreciation of all with whose helpco-operation and hard work the Company is able to achieve the results.
For and on behalf of the Board of Directors
Jayant P. Soni
Chairman and Managing Director
Date: 30thMay 2016