Choksi Imaging Limited
Your Directors have pleasure in presenting the 27th Annual Report ofthe Company together with the Audited Statements of Accounts for the year ended 31stMarch 2019.
FINANCIAL STATEMENTS & RESULTS:
The Company's performance during the year ended 31st March 2019 ascompared to the previous financial year is summarized below:
|Particulars ||2018-2019 ||2017-2018 |
|Total Revenue ||1936.95 ||2432.52 |
|Profit/(Loss) Before Depreciation Amortisation Exceptional & Extraordinary || || |
|Items and Tax ||121.74 ||204.72 |
|Less: Depreciation and Amortisation expense ||21.21 ||21.84 |
|Profit/(Loss) Before Exceptional & Extraordinary Items And Tax ||100.53 ||183.13 |
|Net Profit/(Loss) Before Tax (NPBT) ||100.53 ||183.13 |
|Less: Tax expenses ||14.95 ||54.58 |
|Net Profit/(Loss) After Tax (NPAT) ||85.58 ||128.55 |
|Add: Surplus brought forward from previous year ||1134.82 ||1041.79 |
|Amount available for Appropriations ||1220.40 ||1170.34 |
The total long term borrowings of your Company as on 31st March 2019stood at NIL Cash and Cash Equivalent stood at Rs.1095.21 Lac and total investments is292.59 Lac at the end of the year.
Your Company is engaged in the business of manufacturing & tradingof X ray films and supply of other products for the Healthcare Industry.
During the year under the review your Company earned a total income ofRs.1936.95 Lac as against Rs.2432.52 Lac during the previous year.
Your Directors are pleased to recommend dividend of 5% i.e. Rs.0.50/-(Paise Fifty Only) per share on 3900000 fully paid-up Equity Shares of Rs.10/- each of theCompany for the year ended March 31 2019. The proposed dividend if approved at theAnnual General Meeting will absorb a sum of Rs.19.50 lac and Dividend Tax of Rs. 4.01lac.
The Company has not transfered any amount to General Reserves.
The paid up Equity Share Capital as at March 31 2019 stood at Rs.390lac. During the year under review the Company has not issued shares with differentialvoting rights nor has granted any stock options or sweat equity. As on March 31 2019none of the Directors of the Company hold instruments convertible into equity shares ofthe Company.
REVISION OF FINANCIAL STATEMENTS:
During the year under the review there is no change in accountingpolicy of the Company.
REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURECOMPANIES
During the year under review your Company did not have any subsidiaryassociate and joint venture company.
CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS
As per Regulation 34 (3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate section oncorporate governance practices followed by the Company together with a certificate fromthe Company's Auditors confirming compliance forms an integral part of this Report.
A detailed report on Industry Structure and Developments operationsperformance Business Outlook Opportunities & Threats and Risks and Concerns ispresented in a separate section forming a part of the Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Director Retiring by Rotation:
As per the provisions of Section 152 of the Companies Act 2013 Mr.Anil Choksi and Mr. Samir Choksi retires by rotation at the ensuing Annual General Meetingand being eligible offer himself for re-appointment. Your Directors recommend hisapproval.
Appointment of Managing Director & Whole timeDirector:
The Nomination & Remuneration Committee and the Board haveapproved the re-appointment of Mr. Anil Choksi as Managing Director for period of 1 yearw.e.f 1st September 2019 at a remuneration of Rs.600000/- (Rupees Six Lac only) perannum i.e. Rs.50000/- (Rupees Fifty Thousand only) per month. Approval of theshareholders is sought for the same in this ensuing Annual General Meeting.
The Nomination & Remuneration Committee and the Board haveapproved the re-appointment of Mr. Gaurav Choksi as Whole time Director for period of 3years w.e.f 1st July 2019 at a remuneration of Rs.600000/- (Rupees Six Lac only) perannum i.e. Rs.50000/- (Rupees Fifty Thousand only) per month. Approval of theshareholders is sought for the same in this ensuing Annual General Meeting.
The Nomination & Remuneration Committee and the Board haveapproved the re-appointment of Mr. Naimish Choksi as Whole time Director for period of 3years w.e.f 1st January 2020 at a remuneration of Rs.600000/- (Rupees Six Lac only)per annum i.e. Rs.50000/- (Rupees Fifty Thousand only) per month. Approval of theshareholders is sought for the same in this ensuing Annual General Meeting.
Appointment of Independent Directors and declaration ofindependence:
During the year The Company has not appointed any IndependentDirector.
During the year Mr. Vikram Maniar Non executive IndependentDirector of the Company has resigned due to health issue w.e.f. 29.03.2019.
The Nomination & Remuneration Committee and the Board haveapproved the re-appointment of Mr. Himanshu Kishanadwala Mr. Tushar Parikh and Mrs.Samanthakamaniprakash Sagarkatte Non Executive Independent Directors of the Companyfor the period of 5 years.
The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of independence asprescribed under sub-section (6) of Section 149 of the Companies Act 2013.
Appointment of Key Managerial Personnel:
No Key Managerial Person has been appointed or has retired or resignedduring the year.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17of the Listing Regulation and SEBI Circular dated 6th February 2019 the committee updatethe criteria of Board evaluation.
The Board has carried out performance evaluation. The manner in whichthe evaluation has been carried out has been explained in Corporate Governance Report.
The Company has adopted a Remuneration Policy for the Directors KeyManagerial Personnel and other employees pursuant to the provisions of the Act and theListing Regulations. The policy on Nomination & Remuneration of Directors and KMP isavailable on website of the Company at www.choksiworld.com.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 in relation tothe audited financial statements of the Company for the year ended 31st March 2019 theBoard of Directors hereby confirms that:
(a) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;
(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(d) The directors had prepared the annual accounts on a going concernbasis; and
(e) The directors in the case of a listed company had laid downinternal financial controls to be followed by the company and that such internal financialcontrols are adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
DETAILS OF BOARD AND COMMITTEES MEETING:
Details of the Board meetings and attendance of the directors areprovided in the Corporate Governance Report which forms part of this Annual Report.
Committees of the Board:
With a view to have a more focused attention on business and for bettergovernance and accountability the Board has constituted the mandatory committees viz.Audit Committee Stakeholders' Relationship Committee and Nomination and RemunerationCommittee .
The details with respect to the compositions roles terms ofreference etc. of relevant committees are provided in the Corporate Governance Report ofthe Company which forms part of this Annual Report.
All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties are given in Annexure I in form AOC-2.
Further during the year the Company had not entered into any contract/ arrangement /transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.Prior omnibus approval of the Audit Committee is obtained for the transactions which arerepetitive in nature. A statement of all Related Party Transactions is placed before theAudit Committee for its review on a quarterly basis specifying the nature value andterms and conditions of the transactions.
The details of the related party transactions as required underAccounting Standard - 18 are set out in Note to the financial statements forming part ofthis Annual Report.
The Policy on Related Party Transactions as approved by the Board hasbeen uploaded on the website of the Company.
Your Company has not accepted any public deposits during the financialperiod under review.
Pursuant to the provisions of Section 139 of the Companies Act 2013and the Companies (Audit and Auditors) Rules 2014 M/s. KARIA & SHAH CharteredAccountants has been appointed by the Board of Directors as Statutory Auditors of theCompany from conclusion of 25th Annual General Meeting held on 23rd September 2017 tillconclusion of 30th Annual General Meeting. The Company has received a confirmation fromthe Auditors that they are not disqualified to act as the Auditors and are eligible tohold the office as Auditors of the Company.
Provisions of Section 204 read with rules made thereunder Ms. NikitaPedhdiya M/s. Nikita Pedhdiya & Associates Practicing Company Secretaries (C.P No.14295) had been appointed to undertake Secretarial Audit of the Company for the year 20182019. The report of the Secretarial Auditor is annexed herewith as Annexure II and formspart of this Report.
The said report does not contain any observation or qualificationrequiring explanation or comments from the Board under Section 134(3) of the CompaniesAct 2013.
Pursuant to provisions of Section 138 read with read with rules madethereunder the Board had appointed Ms. Sheetal Khoja Chartered Accountants as anInternal Auditors of the Company for the period 2018-2019 to check the internal controlsand functioning of the activities and recommend ways of improvement. The Internal Audit iscarried out half yearly basis the report is placed in the Audit Committee Meeting and theBoard Meeting for their consideration and direction.
The Internal Financial Controls with reference to financial statementsas designed and implemented by the Company are adequate. During the year under review nomaterial or serious observation has been received from the Internal Auditors of theCompany for inefficiency or inadequacy of such controls.
In the opinion of the directors the notes to financial statements areself-explanatory and adequately explain the matters which are dealt within theAuditors' Report.
The said report does not contain any observation or qualificationrequiring explanation or comments.
Provisions of Section 148 of the Companies Act 2013 read withNotifications/Circulars issued by the Ministry of Corporate Affairs from time to time therequirement of appointment of Cost Auditor is not applicable to your Company.
INTERNAL CONTROL & FINANCIAL REPORTING SYSTEMS
The Company has in place an adequate system of internal controls &policy on closure of Financial Statements. It has policies and procedures covering allfinancial and operating functions and processes. These have been designed to provide areasonable assurance with regard to maintaining of proper accounting controls for ensuringreliability of financial reporting monitoring of operations protecting assets fromunauthorized use or losses and compliance with regulations.
Adequate internal control systems commensurate with the nature of theCompany's business and size and complexity of its operations has been recognized.Internal control systems ensure reliability of financial reporting timely feedback onachievement of operational and strategic goals compliance with applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.
In accordance with Section 134 of Companies Act 2013 the Company hasin place the Risk Assessment and Minimization Policy to avoid events situations orcircumstances which may lead to negative consequences on the Company's businesses anddefine a structured approach to manage uncertainty and to make use of these in theirdecision making pertaining to all business divisions and corporate functions. Key businessrisks and their mitigation are considered in the business plans and in periodic managementreviews.
The Constitution of Risk Management Committee is not applicable to yourCompany.
Some of the risks and threats that the company is exposed to are;
The company strongly believes that technological obsolescence is apractical reality. Technological obsolescence is evaluated on a continual basis. The useof technology is mainly concentrated in the area of manufacturing of Medical andIndustrial X-ray films. The innovation and advancement in technology is concentrated onimproving the quality of the films increasing the output by reducing the time-laginvolved and reducing the wastages.
FLUCTUATIONS IN FOREIGN EXCHANGE
While our functional currency is the Indian rupee we transact anon-significant portion of our business in USD Euro Yen and other currencies andaccordingly face foreign currency exposure from our purchase in other countries and fromour purchases from overseas suppliers in U.S. dollars and other currencies and are exposedto substantial risk on account of adverse currency movements in global foreign exchangemarkets.
Legal risk is the risk in which the Company is exposed to legal action.As the Company is governed by various laws and the Company has to do its business withinfour walls of law where the Company is exposed to legal risk exposure.
The Company regards its human resource as amongst its most valuableassets and proactively reviews policies and processes by creating a work environment thatencourages initiative provides challenges and opportunities and recognizes theperformance and potentials of its employees.
At CIL there is consistent emphasis on each individual's sense ofresponsibility while simultaneously as part of a team. This results in our people'sability to work in perfect harmony despite coming from different disciplines. As of 31stMarch 2019 the number of employees on our payroll was 53.
CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO (A) Conservation of energy-(i) The steps taken or impact onconservation of energy;
We have replaced Voltas Air Condition Plant which was having rotarycompressors with Bluestar Scroll compressor based plant. in the year 2018 this hasresulted in 25% saving in energy consumption.
(ii) The steps taken by the company for utilising alternate sourcesof energy;
(iii) The capital investment on energy conservation equipments;
During the year there is no capital investment on energy conservationequipments.
(B) Technology absorption-
(i) the efforts made towards technology absorption;
The interleaving operation has been partially automated.
(ii) the benefits derived like product improvement cost reductionproduct development or import substitution;
Improvement in product quality and reduction in production cost.
(iii) in case of imported technology (imported during the last threeyears reckoned from the beginning of the financial year) -
(iv) the expenditure incurred on Research and Development.
A. FOREIGN EXCHANGE EARNINGS AND OUTGO
The Forex market conditions were volatile during the year gone by. Thefluctuations in the market were high due to depreciation of rupee against the dollar. Butyour Company was able to manage the volatility in a prudent manner due to which losseswere minimized.
|Sr. No ||Particulars ||Current Year (Rs. in lakh) ||Previous year (Rs. ||in lakh) |
|1 ||Foreign Exchange Earnings ||Nil || ||Nil |
|2 ||Foreign Exchange Outgo ||7.86 || ||5.39 |
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Section 197 of the Companies Act 2013read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company is provided in Annexure III forming part of thisreport.
DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION)RULES 2014.
The ratio of the remuneration of each Director to the medianremuneration of the employees of the Company for the financial year under review has beenmarked as Annexure III.
WHISTLE BLOWER POLICY /VIGIL MECHANISM POLICY.
The Company has adopted a Whistle Blower Policy to provide a formalmechanism to the Directors and employees to report their concerns about unethicalbehaviour actual or suspected fraud or violation of the Company's Code of Conduct orethics policy. The Policy provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee. It is affirmed that no personnel of the Company has been deniedaccess to the Audit Committee.
SEXUAL HARASSMENT POLICY
In accordance with the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and rules made thereunder the Companyhas framed and adopted the a policy for Prevention of Sexual Harassment at Workplace. Thecompany has registered its committee with Ministry of Women and Child Development.
The Company has not received any complaint of sexual harassment duringthe financial year 2018-19.
CORPORATE SOCIAL RESPONSIBILITY
The Provisions of Section 135 of Companies Act 2013 is not applicableto your Company.
EXTRACT OF ANNUAL RETURN.
Extract of the Annual Return in form MGT-9 pursuant to Section 92(3) ofthe Companies Act 2013 for the financial year ended 31st March 2019 is provided inAnnexure IV forming part of this report.
PARTICULARSOF LOANS GUARANTEES OR INVESTMENTS BY COMPANY.
The Company has made an investment during the year of Rs.292.59 lac inReliance Liquid Fund. The Investment is calculated at market value as on 31.03.2019.
The Company has not given any loans or provided any security during theyear.
No material changes and commitments which could affect theCompany's financial position have occurred between the end of the financial year ofthe Company and date of this report.
The Company is in receipt of order from Commissioner of Customsfrom the Authority for payment of Special Additional Duty along with penalty againstexemption availed by the Company pursuant to Notification No. 45/2005 - Customs dated May16 2005.
The Company has filed an appeal against order with Customs Excise& Service Tax Appellate Tribunal west zonal bench Mumbai on 25.06.2015.
HEALTH AND SAFETY MEASURES
The standards of health of workers and safety measures to be taken asprovided by the Factories Act 1948 and the rules framed there under have been maintainedby your Company.
Statements in this Board's Report and Management Discussion andAnalysis describing the Company's objectives expectations or predictions may beforward looking within the meaning of applicable securities laws and regulations. Actualresults may differ materially from those expressed in the statement. Important factorsthat could influence the Company's operations include change in governmentregulations tax laws economic & political developments within and outside thecountry and such other factors.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors wish to thank all the employees of the Company for theirdedicated service during the year. They would also like to place on record theirappreciation for the continued co-operation and support received by the Company during theyear from bankers financial institutions business partners and other stakeholders.
Your Directors give their warm gratitude to the shareholders for theirfaith in the Company. The directors also sincerely appreciate the professionalism anddedication displayed by the employees of the Company.
| || |
On behalf of the Board of Directors
| ||Sd/- ||Sd/- |
| ||Anil Choksi ||Gaurav Choksi |
| ||Director ||Director |
|Registered Office : || || |
|Choksi Imaging Limited || || |
|(CIN:L24294DN1992PLC005560) || || |
|Plot No. 10 Survey No. 121/P || || |
|Off. 66 K.V.A. Road Amli || || |
|Silvassa - 396 230 (U.T.) || || |
|Place: Mumbai || || |
|Date: 25th May 2019 || || |