Choksi Imaging Limited
Your Directors have pleasure in presenting the 28th Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended March 31 2020.
FINANCIAL STATEMENTS & RESULTS:
The Company's performance during the year ended March 31 2020 as compared to theprevious financial year is summarized below:
|Particulars ||2019-2020 ||2018-2019 |
|Total Revenue ||1706.11 ||1896.95 |
|Profit/(Loss) Before Depreciation Amortisation Exceptional & Extraordinary || || |
|Items and Tax ||(35.66) ||121.74 |
|Less: Depreciation and Amortisation expense ||17.48 ||21.21 |
|Profit/(Loss) Before Exceptional & Extraordinary Items And Tax ||(53.14) ||100.53 |
|Net Profit/(Loss) Before Tax (NPBT) ||(53.14) ||100.53 |
|Less: Tax expenses ||2.42 ||14.95 |
|Net Profit/(Loss) After Tax (NPAT) ||(55.56) ||85.57 |
|Amount available for Appropriations ||(55.56) ||85.57 |
The total long term borrowings of your Company as on March 31 2020 stood at NIL Cashand Cash Equivalent stood at Rs.811.49 lac and total investments is 686.82 Lac at the endof the year.
Your Company is engaged in the business of manufacturing & trading of X ray filmsand supply of other products for the Healthcare Industry. During the year under thereview your Company earned a total income of Rs.1706.11 as against Rs.1896.95 during theprevious year. The Directors of the company are exploring new opportunities in health caresector.
The World Health Organization (WHO) declared COVID-19 to be a global pandemic in March2020. Most of the countries across the world were into lockdown situation all throughoutApril 2020 and May 2020 impacting business across various sectors with severerestrictions on movement of people and goods. The Company has implemented severalinitiatives across its manufacturing and other offices by allowing employees to work fromhomes keeping social distancing at work places and proper sanitization at regularintervals of work places etc. for ensuring safety of its employees and continuity of itsbusiness operations with minimal disruption. Since the Company is operating in HealthcareIndustry there is no significant adverse impact on operation of the company due to COVID19.
In the View of the loss for the year your Directors have not declared any finaldividend for the year 2019-2020.
TRANSFER TO RESERVES:
The Company has not transferred any amount to General Reserves.
The paid up Equity Share Capital as at March 31 2020 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 March 31 2020 none of the Directorsof the Company hold instruments convertible into equity shares of the Company.
REVISION OF FINANCIAL STATEMENTS:
During the year under the review there is no change in accounting policy of theCompany.
REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE 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 15 (2) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company does not require to submitcorporate governance report. A detailed report on Industry Structure and DevelopmentsOperations Performance Business Outlook Opportunities & Threats and Risks andConcerns is presented 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. Naimish Choksi andMr. Gaurav Choksi retires by rotation at the ensuing Annual General Meeting and beingeligible offer themself for re-appointment. Your Directors recommend their reappointment.
Appointment of Managing Director:
The Nomination & Remuneration Committee and the Board have approved the re-appointment of Mr. Anil Choksi as Managing Director for period of 1 year w.e.f September1 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 the shareholders is soughtfor the same in this ensuing Annual General Meeting.
Appointment of Independent Directors and declaration of independence:
During the year The Company has not appointed any Independent Director. The Companyhas received declarations from all the Independent Directors of the Company confirmingthat they meet with the criteria of independence as prescribed under sub section (6) ofSection 149 of the Companies Act 2013.
Appointment of Key Managerial Personnel:
No Key Managerial Person has been appointed or has retired or resigned during the year.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the ListingRegulation and SEBI Circular dated February 1 2020 the committee updates the criteria ofBoard evaluation. The company has evaluated the performance of Board of Directors.
The Company has adopted a Remuneration Policy for the Directors Key ManagerialPersonnel and other employees pursuant to the provisions of the Act and the ListingRegulations. The policy on Nomination & Remuneration is available on website of theCompany at www.choksiworld.com.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 31 2020 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) the directors had 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 had 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 had prepared the annual accounts on a going concern basis; and
(e) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DETAILS OF BOARD AND COMMITTEES MEETING:
The Board of Directors of the company met 4 times on May 25 2019 July 29 2019October 18 2019 & February 12020.
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 mandatory committees viz. Audit CommitteeStakeholders' Relationship Committee and Nomination and Remuneration Committee. Allmembers of the Committees are financially literate with Mr. Himanshu Kishnadwala isChairman of the Audit Committee & Stakeholders' Relationship Committee and Mr. TusharParikh is Chairman of Nomination and Remuneration committee.
The meetings of the Audit Committee were held on May 25 2019 July 29 2019 October18 2019 & February 12020. The gap between two Audit Committee meetings was not morethan 4 months in compliance with the requirements of the Listing Regulations.
The Meetings of Nomination and Remuneration Committee were held on May 25 2019 &February 1 2020. The meeting of
RELATED PARTY TRANSCATIONS:
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 period underreview.
The Company does not required to obtain Credit Rating for the year 2019-20
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. KARIA & SHAH Chartered Accountants has beenappointed by the Board of Directors as Statutory Auditors of the Company from conclusionof 25th Annual General Meeting held on September 23 2017 till conclusion of 30th AnnualGeneral Meeting. The Company has received a confirmation from the Auditors that they arenot disqualified to act as the Auditors and are eligible to hold the office as Auditors ofthe Company.
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 2019 -2020. Thereport of the Secretarial Auditor is annexed herewith as Annexure II and forms part ofthis Report.
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 Mr. R S Bindra Chartered Accountants as an Internal Auditors of theCompany for the period 2019-2020 to check the internal controls and functioning of theactivities and recommend ways of improvement. The Internal Audit report is placed in theAudit Committee Meeting and the Board Meeting for their consideration and direction.
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 saidreport does not contain any observation or qualification requiring explanation orcomments.
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 Company'sbusiness 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 & 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. Someof the risks and threats that the company is exposed to are- Technological Obsolescence :
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 significant portion ofour business in USD and accordingly face foreign currency exposure from our purchase inother countries and from our purchases from overseas suppliers in U.S. dollars and othercurrencies and are exposed to substantial risk on account of adverse currency movements inglobal foreign exchange markets.
Legal Factors :
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 individual's sense of responsibilitywhile simultaneously as part of a team. This results in our people's ability to work inperfect harmony despite coming from different disciplines. As of March 31 2020 thenumber of employees on our payroll was 44.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO(A) Conservation of energy-(i) The steps taken or impact on conservation of energy;
We had 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;
The Company is in process of installation of 7.5 KWp Grid Connected Rooftop Solar PVPlant at our Factory located in the State of Dadra and Nagar Haveli.
One (1) Kilo Watt system shall be generating approximately 1500 kwh per annum. The lifeof the project is considered for 25 years.
(iii) The capital investment on energy conservation equipments;
During the year the Company has invested and made advance payment of 50% onaforementioned solar plant.
(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. N.A.
A. FOREIGN EXCHANGE EARNINGS AND OUTGO
The fluctuations in the market were high due to depreciation of rupee against thedollar but your Company was able to manage the volatility in a prudent manner due to whichlosses were minimized.
|Sr. No Particulars ||Current Year (` in lakh) ||Previous year (` in lakh) |
|1 Foreign Exchange Earnings ||Nil ||Nil |
|2 Foreign Exchange Outgo ||Nil ||7.86 |
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 Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis 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 apolicy for Prevention of Sexual Harassment at Workplace.
The Company has not received any complaint of sexual harassment during the financialyear 2019-20.
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 March 31 2020 is provided in Annexure IV formingpart ofthis report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY.
The Company has made an investment during the year of Rs.686.82 lac in various LiquidFund. The Investment is calculated at market value as on March 31 2020.
The Company has not given any loans or provided any security during the year.
The Jury Trial demand had been received by the Company on December 24 2019 fromCarestream Health Inc. (CHI) (creditors of the Company) filed before United StatesDistrict Court Western District of New York. The Company then entered into SettlementAgreement with Carestream Health Inc. on July 9 2020. The Company will remit settlementamount of USD $1800000 to CHI on account of trade payable withhold by the Company foramount of USD $2098845. Carestream Health India Pvt. Ltd. (Wholly owned subsidiary ofCHI) will pay to the Company amount of INR24804566 against trade receivables of theCompany. CHI has given corporate indemnity for 67% of all non-appealable cost in Customscase.
Except above no other material changes and commitments which could affect theCompany's financial position have occurred between the end of the financial year of theCompany and date of this report.
The Company had received of order from Commissioner of Customs from the Authority forpayment of Special Additional Duty along with penalty against exemption availed by theCompany pursuant to Notification No. 45/2005 - Customs dated May 162005.
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 Board's Report and Management Discussion and Analysis describing theCompany's objectives expectations or predictions may be forward looking within themeaning of applicable securities laws and regulations. Actual results may differmaterially from those expressed in the statement. Important factors that could influencethe Company's operations include change in government regulations tax laws economic& political developments within and outside the country and such other factors.
The Company has maintained operational website for the year 2019-20 i.e.wwwchoksiworld.com
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/- |
| ||Anil Choksi ||Gaurav Choksi |
| ||Director ||Director |
|Date: June 17 2020 || || |
|Place: Mumbai || || |