Your Directors are pleased to present the Twenty Six Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the yearended March 31 2019.
|The summarized financial result for the year are as under: || ||(Rs. In lacs) |
|Particulars ||2018-19 ||2017-18 |
|Total Revenue (Including other operating revenue) ||3399.20 ||3154.83 |
|Profit before Tax (PBT) ||229.47 ||193.29 |
|Less: a) Current Tax ||73.04 ||53.11 |
|b) Deferred Tax ||-3.59 ||5.47 |
|Net Profit/ (Loss) for the period ||160.02 ||134.71 |
|Total Comprehensive Income ||160.90 ||126.86 |
|Add : Surplus brought forward ||1387.93 ||1261.07 |
|Add : Ind - AS Adjustments ||- ||- |
|Surplus carried to Balance Sheet ||1548.83 ||1387.93 |
|Bais & Diluted EPS per equity share of face value Rs. 10 each (in Rs.) ||2.30 ||1.93 |
|Equity shares of face value of Rs. 10 each (In Rs.) ||696.52 ||696.52 |
COMPANY'S PERFORMANCE REVIEW
The Company continued to maintain its upward trend by registering Service of Rs.3374.63 lacs as against Rs. 3119.63 lacs in the previous year. However Profit beforeFinance Costs Depreciation and Tax has increased from Rs. 668.63 lacs to Rs. 751.07lacs. After providing for finance costs and Depreciation amounting to Rs. 153.72 lacs andRs.367.87 lacs respectively the Profit before Tax for the year under review has amountedto Rs.229.47 lacs as compared to Rs.193.29 lacs in the previous year. Net profit after taxfor the year is Rs.160.90 lacs as compared to Rs. 126.86 lacs in the previous year
An amount of Rs. 160.90 lakhs is proposed to be carried forward in the Profit &Loss Account. No amount has been transferred to General Reserve.
EXTRACT OF ANNUAL RETURN
In compliance with section 92(3) section 134 (3) (a) and rule 11 of the Companies(Management and Administration) Rules 2014 the extract of the annual return is annexed asForm No. MGT-9 with this report.
The Board of Directors of your company after considering holistically the relevantcircumstances and keeping in view the company's has decided that it would be prudent notto recommend any Dividend for the year under review.
PERFORMANCE EVALUATION OF BOARD COMMITTEE AND DIRECTORSBOARD EVALUATION
Pursuant to the provisions of the Act and the Listing Regulations a structuredquestionnaire was prepared after taking into consideration the various aspects of theBoard's functioning composition of the Board and its Committees culture execution andperformance of specific duties obligations and governance.
The performance evaluation of the Directors was completed during the year under review.The performance evaluation of the Chairman and the Non-Independent Directors was carriedout by the Independent Directors and Non-Executive Director. The Board of Directorsexpressed their satisfaction with the evaluation process
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis forms an integral part of this Report and givesdetail of the overall industry structure developments performance and state of affairsof the Company's various businesses viz. the decorative business internationaloperations industrial and home improvement business internal controls and theiradequacy risk management systems and other material developments during the financialyear.
Material Changes and Commitments
There have been no material changes and commitments which affect the financialposition of the company which have occurred between the end of the financial year to whichthe financial statements relate and the date of this Report."There have been nomaterial changes and commitments affecting the financial position of the Company betweenthe end of the financial year and date of this report.
Change in the Nature of Business If Any
There was no change in the nature of business of the Company during the Financial Yearended 31st March 2019.
Foreign Exchange Earnings and Outgo
Foreign Exchange outgo: Rs. 4529544/-
Foreign Exchange Earnings: Rs. 5993478/-
GOVERNANCE AND ETHICS
a. Corporate Governance
Corporate Governance is an ethically driven business process that is committed tovalues aimed at enhancing an organizations brand and reputation. The Companies Act 2013and amended SEBI (Listing obligation and Disclosure Requirements) Regulation 2015 havestrengthened the governance regime in the country. The Company is in compliance with thegovernance requirements provided under the new law and had proactively adopted manyprovisions of the new law ahead of time. The Company is committed to maintain the higheststandards of corporate governance and adhere to the corporate governance requirements setout by SEBI.
Integrity and transparency are key to our corporate governance practices to ensure thatwe gain and retain the trust to four stakeholders at all the times.
A separate report on Corporate Governance (Annexure II) is provided together with aCertificate from the Statutory Auditors of the Company regarding compliance of conditionsof Corporate Governance as stipulated SEBI (Listing obligation and DisclosureRequirements) Regulation2015 (Annexure III) A Certificate of the MD and CFO of theCompany inter alia confirming the correctness of the financial statements and cash flowstatements adequacy of the internal control measures and reporting of matters to theAudit Committee is also annexed.(Annexure IV)
b. Directors & Key Managerial Personnel Appointments:
Re-appointments :In accordance with the Articles of Association of the Company andSection 152 of The Companies Act 2013 Mr. Vyangesh Choksi(DIN:00154926) Whole Directoris due to retire by rotation at the ensuing Annual General Meeting and being eligibleoffer himself for re-appointment.
This Year Meeting of the Board of Director held on 12th August 2019 under review Mr.Sunil Choksi (DIN 00155078) was re-appointed as Managing Director with effect from Oct2019 for a period of 5 years and Mrs. Stela Choksi (DIN00155043) as a Whole time Directorof the Company with effect from Oct 2019 for a period of 5 years.
c. Number of meeting of Board of Directors
The Board of Directors met Five (5) times during the Financial Year under review viz.30th May 2018 13th August 2018 14th Nov 2018 13th Feb 2019 09th March 2019. Themaximum gap between any 2 meetings did not exceed 120 days.
d. Independent Directors and their Meeting
Your Company has received annual declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of Independence provided in Section149(6) of the Companies Act 2013 and Regulations 16(1) (b) & 25 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and there has been no change inthe circumstances which may affect their status as Independent Director during the year.
The Independent Directors met on 29th May 2018 without the attendance ofNonIndependent Directors and members of the Management. The Independent Directorsreviewed the performance of NonIndependent Directors and the Board as a whole; theperformance of the Chairman of the Company taking into account the views of ExecutiveDirectors and NonExecutive Directors and assessed the quality quantity andtimeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.
e. Secretarial Standards
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors' and General Meetings' respectivelyhave been duly followed by the Company
f. Audit Committee &Composition
The Audit Committee comprises Independent Directors namely Mr. Sudharshan Shastri(Chairman) Mr. Ratnesh Sadoriya(Member) Mr. N.K. Mani (Member) During the year allrecommendations made by the Audit Committee were accepted by the Board.
g. Contracts and Arrangements with Related Parties
All Related Party Transactions which are foreseen and repetitive in nature are placedbefore the Audit Committee on a yearly basis for obtaining prior omnibus approval of thecommittee. The transactions entered into pursuant to the omnibus approval are placedbefore the Audit Committee for review and approval on quarterly basis.
During the financial year 2018-19 there were no transactions with related partieswhich qualify as material transactions under SEBI (Listing obligation and DisclosureRequirements) Regulation 2015 and the Companies Act.
In line with the requirements of the Companies Act 2013 and Equity SEBI (Listingobligation and Disclosure Requirements)Regulation 2015 the Company has formulated aPolicy on Related Party Transactions which is also available on Company's website athttp://www.choksilab.com/Downloads The Policy intends to ensure that proper reporting;approval and disclosure processes are in place for all transactions between the Companyand Related Parties. Details of related party transation in Form AOC-2.
h. Particulars of Employees
The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The statement containing particulars of employees as required under Section 197 of theCompanies Act 2013 read with rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136of the Companies Act 2013 the Report and Accounts are being sent to the Members andothers entitled there to excluding the information on employees' particulars which isavailable for inspection by the members at the Registered Office of the Company duringbusiness hours on working days of the Company. If any member is interested in obtaining acopy thereof such Member may write to the Company Secretary in this regard.
Your Company's mission envisages a strong sense of commitment to work by being a caringpharmaceutical company which will continuously strive to enhance health through qualityService. Your Company aims at consistently providing service that meet customer needs aswell as national and international regulatory requirements as may be applicable. YourCompany has been steadily raising the bar setting higher goals for incrementalperformance and enlarging the scope of its initiatives. The environmental policy of yourCompany emphasizes being a caring Company which shall protect and promote the environmentby complying with applicable environmental regulations and preventing pollution in all itsoperations.
According to Section 134(5) (e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theand efficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.
The Company has adequate system of internal controls to ensure that all the assets aresafeguarded and are productive. Necessary checks and controls are in place to ensure thattransactions are properly verified adequately authorized correctly recorded and properlyreported. The Internal Auditors of the Company conducts Audit of various departments toensure that internal controls are in place;
Compliance with Secretarial Standards
The Company has complied with the applicable Secretarial Standards issued by TheInstitute of Company Secretaries of India.
Nomination and Remuneration Policy
The Board on the recommendation of the Nomination and Remuneration Committee hasadopted a policy for selection appointment and remuneration of Directors Key ManagerialPersonnel and Senior Management. The details of this Policy are given hereunder. Thepolicy is available on the Company's website at https://www.choksilab.com The Companyconsiders human resources as its invaluable assets. The Nomination and Remuneration Policyaims to pay equitable remuneration to all Directors Key Managerial Personnel andemployees of the Company to harmonize the aspirations of human resources consistent withthe goals of the Company. The Remuneration Policy for all employees is designed to attracttalented personnel and remunerate them fairly and responsibly this being continuousongoing exercise at each level in the organization.
Whole Time/ Managing Director
The Company pays remuneration by way of salary perquisites and allowances (fixedcomponent) to its Managing Director. Salary is paid based on the recommendation of theNomination and Remuneration Committee and as approved by the Board of Directors Theremuneration paid to the Whole Time Director is determined keeping in view the industrybenchmark and the relative performance of the Company compared to the industryperformance. The Company pays remuneration by way of salary perquisites and allowances toits Whole Time Director.
Non-Executive Directors receive sitting fees for attending Meetings of the Board andits Committees as per the provisions of the Act and the Rules made there under. no otherremuneration is paid to the Non-Executive Directors. The Nomination and RemunerationCommittee may recommend to the Board the payment of commission taking into account theevaluation of the performance of the Directors.
Key Managerial Personnel (KMP) and other Employees
The remuneration of KMP other than the Whole Time Director and other Senior ManagerialEmployees largely consists of basic salary perquisites allowances and performanceincentives (wherever paid). Perquisites and retirement benefits are paid according to theCompany's policy. The components of the total remuneration vary for different grades andare governed by the industry pattern qualification and experience merits and performanceof each employee. The Company while deciding the remuneration package takes intoconsideration the current employment scenario and remuneration package prevalent in theindustry and peer group companies.
To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section134(3)(c) of the Act:
a. in the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b. the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company;
c. the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets 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;
e. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f. The Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
AUDITORS & THEIR REPORT
M/s. SubhashCand Jain Anurag & Associates having ICAI Registration No. 004733Cwere appointed as Statutory Auditor of the Company for a term of 5 (five) consecutiveyears at the Annual General Meeting held on 25th September 2017 They have confirmed thatthey are not disqualified from continuing as Auditors of the Company. The Notes onfinancial statement referred to in the Auditors' Report are self-explanatory. qualifacitonmention and Auditors report.
|Sr. No. ||Description of the property ||Status of ownership ||Carrying value ||Remark |
|1. ||Free Hold Land Situated at 4/3 Manoramaganj Indore ||Title of the land in the name of direcetor Shri Sunil Kumar Choksi S/o Dhansukhbhai Choksi ||1000000/- ||But recorded in the books |
|2. ||Premises located at 4/3 Manoramaganj Indore ||Title of the premises informed as in the name of directeor and yet not registered in the name of the Company. ||8238876/- ||But recorded in the books |
|3. ||Premises located at Plot No. 32 at Vibrant Industrial Park GIDC Vapi Gujarat ||Title of premises is in the name of Directors which is then leased in the name of company but the lease deed is not registered. ||30933234/- ||Recorded in the books as Deferred Lease Assets & accounted on fair market value as per Ind AS Rs. 30933234/- being lease period is 10 years. |
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the CompaniesAppointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Kaushal Ameta M/s Kaushal Ameta &Company Company Secretary(FCS:8144CPNo.9103) to undertake the Secretarial Audit of the Company. The SecretarialAuditors in their report for the year 2018-19 has confirmed the compliances of by theCompany as covered in their report.
The Report of the Secretarial Audit for the year 2018-19 in the Form MR-3 is annexedherewith as "Annexure VI". There is no qualification reservation or adverseremark or in Secretarial Audit Report except the following;
In compliance with the provisions of Section 138 of Companies Act 2013 read withCompanies (Accounts) Rules 2014 your Company has appointed as Internal auditor M/s.Tanmay V. Rajurkar &Co. Chartered Accountants for the Financial Year2018-19.
Reporting of Fraud by auditors
During the year under review the statutory auditor has not reported to the auditcommittee under Section 143 (12) of the Companies Act 2013 any instances of fraudcommitted against the Company by its officers or employees the details of which wouldneed to be mentioned in the Board's report.
Related Party Transactions
In line with the requirements of the Companies Act 2013 and SEBI Listing obligationand disclosure Regulation 2015(LODR) your Company has formulated a Policy on RelatedParty Transactions which is also available on http:// www.choksilab.com. All Related PartyTransactions are placed before the Audit Committee for review and approval of theCommittee on a quarterly basis. Also the Company has obtained prior omnibus approval forRelated Party Transactions occurred during the year for transactions which are ofrepetitive nature and / or entered in the ordinary course of business and are at arm'slength.
All the related party transactions entered into during the financial year were on anarm's length basis and were in the ordinary course of business. Your Company had notentered into any transactions with related parties which could be considered material interms of Section 188 of the Companies Act 2013. Accordingly the disclosure of relatedparty transactions as required under Section134 (3)(h) of the Companies Act 2013 in FormAOC 2:
Your Company Comply Pursuant to Regulation 23(9) of the SEBl (Listing Obligations &Disclosure Requirements) 2015 as amended vide SEBl (Listing Obligations and DisclosureRequirements) (Amendment) Regulations 2018 Submit note on Related Party Transactions onconsolidated basis for the financial year ended 31st March 2019 to the Stock Exchange.
Particulars of Loans Guarantees or Investments:
The particulars of loans guarantees and investments as on 31st March 2019 are coveredunder the provisions of Section 186 of the Companies Act 2013 is given in the Notes toFinancial statements of the Company.
Significant and Material orders passed by the Regulators or Courts or Tribunalsimpacting the going concern status of the Company:
There are no significant and material orders passed by the Regulators / Courts /Tribunals which would impact the going concern status of the Company and its futureoperations.
Details of Fixed Deposits
During the year under review the Company has not accepted any Deposit under Section 73of The Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.It is further stated that the Company does not have any deposits which are not incompliance with the requirements of Chapter V of The Companies Act2013.
Prevention of Sexual Harassment at Workplace:
The company has a Policy for prevention of Sexual Harassment at the Workplace in linewith the requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013 Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. During the year underreview there were no complaints pertaining to sexual harassment."
Business Responsibility Report
Regulation 34 (2) of the Listing Regulations provides that the Annual Report of theTop 500 listed entities based on market capitalization (calculated as on March 31 of everyfinancial year) shall include a Business Responsibility Report("BRR"). Sinceyour Company does not feature in the Top 500listed entities as per market capitalizationas on March 312019 the Business Responsibility Report for the financial year2018-2019does not form a part of this Annual Report.
Health and Safety
Health and Safety issues are addressed systematically effectively and proactively.Your Company takes pride in providing various forms of medical assistance to itsemployees. Periodic health check-ups are carried out for all employees and regulartraining programs are organized on safety and precautionary measures. Fire fightingtraining programs and first aid training camps are organized regularly educate workers andemployees at the plant locations and corporate office.
We would like to thank to all our Stakeholders Investors Bankers customersSuppliers Government agencies stock exchanges and depositories Auditors legaladvisors consultants business associates service providers for their continuedcommitment and invincible enthusiasm which made this year productive and pleasurable.
The Board also places on record their deep sense of appreciation towards all itsEmployees at all levels for adopting the values of the Company and their hard work duringthe year.
| ||For and on behalf of the Board of Directors |
| ||Choksi Laboratories Limited |
| ||Sd/- |
| ||Sunil Choksi |
|Place: Indore ||Chairman &Managing Director |
|Date: 12th August 2019 ||DIN00155078 |