Choksi Imaging Limited
Your Directors have pleasure in presenting the 24th Annual Report of the Companytogether with the Audited
Statements of Accounts for the year ended 31st March 2016.
FINANCIAL STATEMENTS & RESULTS
The Company's performance during the year ended 31st March 2016 as compared to theprevious financial year is summarized below:
(Rs. in Lacs)
|Particulars ||2015-2016 ||2014-2015 |
|Total Revenue ||4636.24 ||10809.67 |
|Profit/(Loss) Before Depreciation Amortisation Exceptional & Extraordinary Items and Tax ||259.35 ||34.51 |
|Less: Depreciation and Amortisation expense ||40.97 ||44.21 |
|Profit/(Loss) Before Exceptional & Extraordinary Items And Tax ||218.38 ||(9.70) |
|Net Profit/(Loss) Before Tax (NPBT) ||218.38 ||(9.70) |
|Less: Tax expenses ||1.59* ||- |
|Add/(Less): Deferred tax ||- ||51.77 |
|Net Profit/(Loss) After Tax (NPAT) ||216.79 ||42.07 |
|Add: Surplus brought forward from previous year ||773.93 ||755.37 |
|Amount available for Appropriations ||990.72 ||797.44 |
|Less: Appropriations: || || |
|Proposed Dividend ||39.00 ||19.50 |
|Tax on Proposed Dividend ||7.94 ||3.99 |
|General Reserve ||- ||- |
|Balance carried forward to Balance Sheet ||943.78 ||773.95 |
*Net of Mat Credit
The total long term borrowings of your Company as on 31st March 2016 stood at NILCash and Cash Equivalent stood at Rs.152.38 lac and total investments is 386.68 Lac at theend of the year.
Your Company is engaged in the business of manufacturing of Photosensitised Materialsfor the Healthcare Industry mainly Medical X-Ray Films and supply of other products tothe Healthcare Industry. The other products of the Company include other medicalconsumables and equipments.
During the year under the review your Company earned a total income of Rs.4636.24 asagainst Rs.10809.67 during the previous year.
Your Directors pleased to recommend dividend of 10% i.e. Rs.1/- (Rupee One Only) pershare on 3900000 fully paid-up Equity Shares of Rs.10/- each of the Company for the yearended 31st March 2016. The proposed dividend if approved at the Annual General Meetingwill absorb a sum of Rs.39 lac and Dividend Tax of Rs.7.94 lac.
The Company has not transferred any amount to General Reserves.
The paid up Equity Share Capital as at 31st March 2016 stood at Rs.390 lac. During theyear under review the Company has not issued shares with differential voting rights norhas granted any stock options or sweat equity. As on 31st March 2016 none of theDirectors of the Company hold instruments convertible into equity shares of the Company.
REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review.
REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES
During the year under review your Company did not have any subsidiary associate andjoint venture company.
CORPORATE GOVERNANCE REPORT& MANAGEMENT DISCUSSION AND ANALYSIS
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the CompanysAuditors confirming compliance forms an integral part of this Report.
A detailed report on Industry Structure and Developments Operations PerformanceBusiness Outlook Opportunities &Threats and Risks and Concerns is presented in aseparate section forming a part of the Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Cessation from Directorship:
During the year none of the Directors of the Company have resigned.
Director Retiring by Rotation:
As per the provisions of Section 152 of the Companies Act 2013 Mr. Gaurav Choksiretires by rotation at the ensuing Annual General Meeting and being eligible offerhimself for re-appointment. Your Directors recommend his approval.
Appointment of Managing Director&Whole time Director:
The Nomination & Remuneration Committee and the Board have approved there-appointment of Mr. Anil Choksi as Managing Director for period of 1 year w.e.f 1stSeptember 2016 re-appointment of Mr. Gaurav Choksi as Whole Time Director for period of3 years w.e.f. 1st July 2016 & reappointment of Mr. Naimish Choksi for the period of3 years w.e.f. 1st January 2017 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 of independence:
No Independent Directors have been appointed or have retired or resigned during theyear.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Companies Act 2013.
Appointment of Key Managerial Personnel:
No Key Managerial Person have been appointed or have retired or resigned during theyear.
Pursuant to the provisions of Companies Act 2013 and Listing Regulations the Boardhas carried out performance evaluation.
The manner in which the evaluation has been carried out has been explained in CorporateGovernance Report.
The Company has adopted a Remuneration Policy for the Directors Key ManagerialPersonnel and executive one level below director pursuant to the provisions of the Actand the Listing Regulations. The policy on Nomination & Remuneration of Directors andKMP is available on website of the Company at www.choksiworld.com.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 3 (c) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2016 the Board ofDirectors hereby confirms that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2016 and ofthe profit/loss of the Company for that year;
c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;
DETAILS OF BOARD AND COMMITTEES MEETING:
Details of the Board meetings and attendance of the directors are provided in theCorporate 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 better governance andaccountability the Board has constituted the committees viz. Audit CommitteeStakeholders' Relationship Committee and Nomination and Remuneration Committee .
The details with respect to the compositions roles terms of reference etc. ofrelevant committees are provided in the Corporate Governance Report of the Company whichforms part of this Annual Report.
RELATED PARTY TRANSACTIONS:
All contracts / arrangements / transactions entered by the Company during the financialyear 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 in accordance withthe policy of the Company on materiality of related party transactions. Prior omnibusapproval of the Audit Committee is obtained for the transactions which are repetitive innature. A statement of all Related Party Transactions is placed before the Audit Committeefor its review on a quarterly basis specifying the nature value and terms and conditionsof the transactions.
The details of the related party transactions as required under Accounting Standard -18 are set out in Note to the financial statements forming part of this Annual Report.
The Policy on Related Party Transactions as approved by the Board has been uploaded onthe website of the Company.
Your Company has not accepted any public deposits during the financial year underreview.
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. Parikh & Amin Chartered Accountants theStatutory Auditors of the Company have been appointed for a term of 3 (three) fromconclusion of 22nd Annual General Meeting held on 27th September 2014 till conclusion of25th Annual General Meeting However their appointment as Statutory Auditors of theCompany shall require to be ratified by the Members at the ensuing Annual General Meeting.The Company has received a confirmation from the Auditors that they are not disqualifiedto act as the Auditors and are eligible to hold the office as Auditors of the Company.
Necessary resolution for ratification of appointment of the Auditors is included in theNotice of AGM for seeking approval of members.
Provisions of Section 204 read with rules made thereunder Ms. Nikita Pedhdiya NikitaPedhdiya & Associates Practicing Company Secretaries (C.P No. 14295) had beenappointed to undertake Secretarial Audit of the Company for the year 2015-2016. The reportof the Secretarial Auditor is annexed herewith as Annexure II and forms part of thisReport.
The said report does not contain any observation or qualification requiring explanationor comments from the Board under Section 134(3) of the Companies Act 2013.
Pursuant to provisions of Section 138 read with read with rules made thereunder theBoard has appointed Karia & Shah Chartered Accountants as an Internal Auditors ofthe Company to check the internal controls and functioning of the activities and recommendways of improvement. The Internal Audit is carried out half yearly basis the report isplaced in the Audit Committee Meeting and the Board Meeting for their consideration anddirection.
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.
In the opinion of the directors the notes to financial statements are self-explanatoryand adequately explain the matters which are dealt within the Auditors Report.
The said report does not contain any observation or qualification requiring explanationor comments.
Provisions of Section 148 of the Companies Act 2013 read with Notifications/Circularsissued by the Ministry of Corporate Affairs from time to time the requirement ofappointment 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 onclosure of Financial Statements. It has documented 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 the Companysbusiness and size and complexity of its operations has been recognized. Internal controlsystems ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with applicable laws and regulations and thatall assets and resources are acquired economically used efficiently and adequatelyprotected.
In accordance with Section 134 of Companies Act 2013 the Company has in place theRisk Assessment and Minimization Policy to avoid events situations or circumstances whichmay lead to negative consequences on the Company's businesses and define a structuredapproach to manage uncertainty and to make use of these in their decision makingpertaining to all business divisions and corporate functions. Key business risks and theirmitigation are considered in the business plans and in periodic management reviews.
The Constitution of Risk Management Committee is not applicable to your Company.
Some of the risks and threats that the company is exposed to are-
The company strongly believes that technological obsolescence is a practical reality.Technological obsolescence is evaluated on a continual basis. The use of technology ismainly concentrated in the area of manufacturing of Medical and Industrial X-ray films.The innovation and advancement in technology is concentrated on improving the quality ofthe films increasing the output by reducing the time-lag involved and reducing thewastages.
Fluctuations in Foreign Exchange
While our functional currency is the Indian rupee we transact a non-significantportion of our business in USD Euro Yen and other currencies and accordingly faceforeign currency exposure from our purchase in other countries and from our purchases fromoverseas suppliers in U.S. dollars and other currencies and are exposed to substantialrisk on account of adverse currency movements in global foreign exchange markets.
Legal risk is the risk in which the Company is exposed to legal action. As the Companyis governed by various laws and the Company has to do its business within four walls oflaw where the Company is exposed to legal risk exposure.
The Company regards its human resource as amongst its most valuable assets andproactively reviews policies and processes by creating a work environment that encouragesinitiative provides challenges and opportunities and recognizes the performance andpotentials of its employees.
At CIL there is consistent emphasis on each individuals sense of responsibilitywhile simultaneously as part of a team. This results in our peoples ability to workin perfect harmony despite coming from different disciplines. As of 31st March 2016 thenumber of employees on our payroll was 74.
CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
(A) Conservation of energy-
(I) The steps taken or impact on conservation of energy;
We have replaced Voltas Air Condition Plant which was having rotary compressors withBluestar Scroll compressor based plant. This has resulted in 25% saving in energyconsumption.
(ii) The steps taken by the company for utilising alternate sources of energy; None
(iii) The capital investment on energy conservation equipments; Rs. 717187.50
(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 reduction product developmentor import substitution;
Improvement in product quality and reduction in production cost.
(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-N.A.
(iv) the expenditure incurred on Research and Development.
A. FOREIGN EXCHANGE EARNINGS AND OUTGO
|Sr. No ||Particulars ||Current Year (Rs. in lac) ||Previous year (Rs. in lac) |
|1 ||Foreign Exchange Earnings ||- ||8.01 |
|2 ||Foreign Exchange Outgo ||127.07 ||7043.40 |
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company is provided in Annexure III forming part of this report.
DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014.
The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year under review has been marked as AnnexureIII.
WHISTLE BLOWER POLICY /VIGIL MECHANISM POLICY.
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Companys Code of Conduct or ethics policy. ThePolicy provides for adequate safeguards against victimization of employees who avail ofthe mechanism and also provides for direct access to the Chairman of the Audit Committee.It is affirmed that no personnel of the Company has been denied access to the AuditCommittee.
SEXUAL HARRASMENT POLICY
In accordance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and rules made thereunder the Company has framed and adopted thea policy for Prevention of Sexual Harassment at Workplace.
The Company has not received any complaint of sexual harassment during the financialyear 2015-16.
CORPORATE SOCIAL RESPONSIBILITY
The Provisions of Section 135 of Companies Act 2013 is not applicable to your Company.
EXTRACT OF ANNUAL RETURN.
Extract of the Annual Return in form MGT-9 pursuant to Section 92(3) of the CompaniesAct 2013 for the financial year ended 31st March 2016 is provided in Annexure IV formingpart of this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY.
The Company invest its cash surplus in liquid mutual funds the Company had aninvestment of Rs. 386.68 lack in SBI Saving fund Reg growth as on 31st March 2016.
The Company has not given any loans or provided any security during the year.
No material changes and commitments which could affect the Companysfinancial position have occurred between the end of the financial year of the Company anddate of this report.
The Company is in receipt of order from Commissioner of Customs from theAuthority for payment of Special Additional Duty along with penalty against exemptionavailed by the Company pursuant to Notification No. 45/2005 - Customs dated 16th May2005.
The Company has filed an appeal against order with Customs Excise & Service TaxAppellate Tribunal west zonal bench Mumbai on 25th June 2015.
HEALTH AND SAFETY MEASURES
The standards of health of workers and safety measures to be taken as provided by theFactories Act 1948 and the rules framed there under have been maintained by your Company.
Statements in this Boards Report and Management Discussion and Analysisdescribing the Companys objectives expectations or predictions may be forwardlooking within the meaning of applicable securities laws and regulations. Actual resultsmay differ materially from those expressed in the statement. Important factors that couldinfluence the Companys operations include change in government regulations taxlaws economic & political developments within and outside the country and such otherfactors.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors wish to thank all the employees of the Company for their dedicatedservice during the year. They would also like to place on record their appreciation forthe continued co-operation and support received by the Company during the year frombankers financial institutions business partners and other stakeholders.
Your Directors give their warm gratitude to the shareholders for their faith in theCompany. The directors also sincerely appreciate the professionalism and dedicationdisplayed by the employees of the Company.
| ||On behalf of the Board of Directors |
| ||Sd/- ||Sd/- |
|Date: 16th May 2016 ||Anil Choksi ||Gaurav Choksi |
|Place: Mumbai ||Director ||Director |