The Members Photoquip India Ltd.
Your Directors have pleasure in presenting the 25thAnnual Report on thebusiness and operations of the Company and the accounts for the financial year ended 31stMarch 2017.
Financial Summary of the Company
Certain key aspects of the Company's performance during financial year ended 31stMarch 2017 as compared to previous financial year are summarised as below :
|Particulars || |
Rs. In Lacs
| ||2016-17 ||2015-16 |
|Gross Operating Income ||4973.64 ||6034.01 |
|Add: Other Income ||31.52 ||211.21 |
|Total Income ||5005.16 ||6245.22 |
|Profit Before Interest Depreciation and Exceptional items ||(1.65) ||(27.66) |
|Less: Finance Charges ||187.68 ||194.04 |
|Less: Provision for Amortization and Depreciation ||69.66 ||191.21 |
|Less: Exceptional items ||Nil ||52.98 |
|Net Profit / (Loss) Before Tax ||(258.98) ||(465.89) |
|Less: Deferred Tax Liability / (Asset) ||(89.71) ||(125.81) |
|Less: Taxes of earlier years ||12.62 ||12.21 |
|Net Profit / (Loss) After Tax ||(181.89) ||(352.29) |
|Add: Balance of Profit brought forward ||1805.10 ||2157.39 |
|Surplus carried to Balance Sheet ||1623.21 ||1805.10 |
The financial year 2016-17 has been beset with both opportunities and challenges onseveral fronts including global and domestic issues. Developments like demonetization ofhigh denomination currency steep raw material costs and decrease in exports have resultedin a mixed bag for the Company during the financial year under review.
During the year the turnover of the Company decreased by 19.86% and stood at Rs.5005.16 Lacs. However inspite of the compressed topline the net loss during the yearreduced by 48.36% as compared to the previous financial year and stood at Rs.181.89 Lacsmainly on account of reduction in overall operating costs.
Raw Material Consumption has gone down by 3.5% overall expenses also have reducedthough marginally by 1.56%. These are encouraging signs on the Company's recovery path.The Company is upbeat about turning the corner during FY 2017-18.
The summarized key indicative figures are mentioned below. (Rs. In Lacs)
|Particulars ||2016-17 ||2015-16 |
|Sales / Other Receipts ||4973.64 ||6034.01 |
|Exports ||2728.85 ||3322.01 |
|Net Profit / (Loss) ||(181.89) ||(352.29) |
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 a 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 the Company's Code of Conduct. It serves as a guide fordaily business interactions reflecting your Company's standard for appropriate behaviorand corporate 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' which is available for inspection by the members at theregistered office of the Company during business hours on working days barring Saturdaysand Sundays prior to the date of ensuing Annual General Meeting. If any member isinterested 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 way the evaluation has been carried out has been explained in theCorporate 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.
Prevention prohibition and redressal of sexual harassment at workplace
The Company has zero tolerance for sexual harassment at workplace and has formulated aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder. The Company has alsoconstituted an Internal Complaints Committee to inquire into complaints of sexualharassment and recommend appropriate action.
There were no cases reported / filed pursuant to the Sexual Harassment of Women atWorkplace(Prevention Prohibition and Redressal) Act 2013 during the year under review.
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.
Corporate Social Responsibility (CSR)
The CSR initiatives of the Company are aligned with the business strategies. During theyear under review the Company has contributed as follows-
|CSR Contribution to ||Amount (in Rs.) ||Purpose |
|1 Indian Army Welfare Fund ||225000 ||Education and rehabilitation training facilities for specially-abled children of Indian Army personnel (Asha School Jaipur). |
|2 Matoshri Vriddhashram (an old age home based at Khadavali Dist. Thane) ||75000 ||To support livelihood of senior citizens who are alone face health problems depression and loneliness. |
Directors' Responsibility Statement
Pursuant to Section 134(3)(c) of the Companies Act 2013 your Directors confirm 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 as at 31st March 2017 and ofthe profit and loss of the Company for year ended on that date;
(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 annual financial statements have been prepared 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.
Board of Directors and Key Managerial Personnel
During the year under review Board of Directors of the Company on recommendation ofNomination
Remuneration and Corporate Governance and Audit Committee appointed Mr. Pulin D. Soniand Mrs. Pravin J. Dumasia as an independent directors of the Company effective 17thSeptember 2016.
As per the provisions of Companies Act 2013 Mr. Dhaval J Soni retires by rotation atthe ensuing Annual General Meeting and being eligible seeks re-appointment. The Boardrecommends his re-appointment.
None of the Directors of the Company are disqualified for being appointed as Directorsas specified in Section 164(2) of the Companies Act 2013 and Rule 14(1) of the Companies(Appointment and Qualification of Directors) Rules 2014.
During the year under review 5 (five) 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 was withinthe period prescribed under the Companies Act 2013.
Extract of Annual Return
As required pursuant to Section 92(3) oftheCompaniesAct2013 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 at Annexure IV.
Material Changes and Commitments
No material changes and commitments affecting the financial position of your Companyhave occurred between the end of the financial year of the Company to which thesefinancial statements relate and on the date of this report.
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 at Annexure V.
Statutory Auditors and Auditor's Report
M/s Mayank Shah and Associates Chartered Accountants will retire at the ensuing AnnualGeneral Meeting.
The Board of Directors of the Company at their meeting held on 30th May2017 on the recommendation of the Audit Committee have made its recommendation forappointment of M/s F.P. and Associates Chartered Accountants (Firm Registration No.143262W) as the Statutory Auditors of the Company from the conclusion of this AGM untilthe conclusion of next Annual General Meeting to be held in year 2018 subject to theapproval of the Members at the ensuing Annual General Meeting of the Company.
The Company has received their written consent and a certificate that they satisfy thecriteria provided under Section 141 of the Act and that the appointment if made shall bein accordance with the applicable provisions of the Act and rules framed thereunder.
There are no qualifications or adverse remarks in the Auditors Report. The Notes onFinancial Statements referred to in the Auditors' Report are self-explanatory and do notcall for any further comments.
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 for the year2016-17. The report of the Secretarial Auditor is enclosed at Annexure VI to thisreport. The qualifications in the Secretarial Auditor's report for the year 2016-17havebeen appropriately dealt with at the respective areas.
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.
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
Place : Mumbai
Date : 30th May 2017