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Choksi Imaging Ltd.

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Annual Report

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Director’s Report

Dear Members, The Directors have pleasure in presenting the 23rd Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015. FINANCIAL RESULTS The Company''s performance during the year ended 31st March,2015 as compared to the previous financial year, is summarized below: Particulars 2014-2015 2013-2014 Total Revenue 10809.67 17026.75 Profit/(Loss) Before Depreciation, 34.51 (581.24) Amortisation, Exceptional & Extraordinary Items and Tax Less: Depreciation and Amortisation 44.21 59.77 expense Profit/(Loss) Before Exceptional & (9.70) (641.01) Extraordinary Items And Tax Net Profit/(Loss) Before Tax (NPBT) (9.70) (641.01) Less: Tax expenses - 1.66 Add/(Less): Deferred tax 51.77* 3.76 Net Profit/(Loss) After Tax (NPAT) 42.07 (646.43) Add: Surplus brought forward from 755.37 1401.78 previous year Amount available for Appropriations 797.44 755.35 Less: Appropriations: Proposed Dividend 19.50 - Tax on Proposed Dividend 3.99 - General Reserve - - Balance carried forward to Balance 773.95 755.35 Sheet * As at March 31,2015, Deferred Tax Assets on carried forward Business Losses and Unabsorbed Depreciation have been recognized. FINANCES The total long term borrowings of your Company as on 31st March, 2015, stood at NIL, Cash and Cash Equivalent stood at Rs. 66.66 lacs and total investments stood at NIL at the end of the year. OPERATIONS Your Company is engaged in the business of manufacturing of Photosensitised Materials for the Healthcare Industry, mainly Medical X-Ray Films and supply of other products to the Healthcare Industry. The other products of the Company include other medical consumables and equipments. During the year under the review, your Company earned a total income of Rs. 10809.67 as against Rs. 17026.75 during the previous year. DIVIDEND Your Directors recommend dividend of @ 5% (five per cent) i.e. Rs. 0.50/- (fifty paise) per share on 3900000 fully paid-up Equity Shares of Rs. 10/- each of the Company for the year ended 31st March, 2015. The proposed dividend, if approved, at the Annual General Meeting, will absorb a sum of Rs. 19.50 lacs and Dividend Tax of Rs. 3.99 lacs. TRANSFER TO RESERVES The Company has not transfer any amount to General Reserves. SHARE CAPITAL The paid up Equity Share Capital as at 31st March, 2015 stood at Rs. 390 lacs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March , 2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company. REVISION OF FINANCIAL STATEMENT There was no revision of the financial statements for the year under review. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES During the year under review, your Company did not have any subsidiary, associate and joint venture company. CORPORATE GOVERNANCE REPORT In compliance with the provisions of Clause 49 of the Listing Agreement, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance, forms part of this Report. MANAGEMENT DISCUSSION AND ANALYSIS A detailed report on Industry Structure and Developments, operations, performance, Business Outlook, Opportunities & Threats and Risks and Concerns, in accordance with Clause 49 of the Listing Agreement, is presented in a separate 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 has resigned. * Director Retiring by Rotation: As per the provisions of Section 152 of the Companies Act, 2013, Mr. Naimish Choksi and Mr. Samir Choksi retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their approval. * Appointment of Managing Directors: The Nomination & Remuneration Committee and the Board have approved the re-appointment of Mr. Anil Choksi as Managing Directors for the 1 year and appointment of Mr. Samir Choksi as Whole Time Director for period of 3 years w.e.f 1st September, 2015, at a remuneration of Rs. 1,00,000/- (Rupees one lac only) per month. Approval of the shareholders is sought for the same in the ensuing Annual General Meeting. * Appointment of Independent Directors and declaration of independence: Mr. Gaurav Choksi was appointed as Key Managerial Person designated as Chief Financial Officer of the Company with effect from 28th June, 2014. Mr. Rishi Dave was appointed as Key Managerial Persons designated as Company Secretary & Compliance Officer of the Company w.e.f. 9th August, 2014 in place of Mrs. Nikita Pedhdiya. BOARD EVALUATION Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out performance evaluation. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report. DIRECTOR''S RESPONSIBILITY STATEMENT In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2015, the Board of Directors hereby confirms that: a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit/loss of the Company for that year; c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company 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 and that such internal financial controls are adequate and were operating effectively; f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; DETAILS OF BOARD AND COMMITTEES MEETING: Board Meetings: Details of the Board meetings and attendance of the directors are provided 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 better governance and accountability, the Board has constituted the mandatory committees viz. Audit Committee, Stakeholders'' Relationship Committee and Nomination and Remuneration Committee. The details with respect to the compositions, roles, terms of reference, etc. of relevant committees are provided in the Corporate Governance Report of the Company, which forms part of this Annual Report. RELATED PARTY TRANSACTIONS: All contracts / arrangements / transactions entered by the Company during the financial year with related parties are given in Annexure III 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 with the policy of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee and Board for approval. 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 on the website of the Company. The web-link of the same has been provided in the Corporate Governance Report. DEPOSITS During the year 2014-15, the Company has accepted the deposits only from directors of the Company which are exempt as per the provision of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. The declarations have been obtained from the Directors in terms of Rule 2(c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014. Details of the deposits accepted from directors are provided in notes to financial statement. AUDITORS * Statutory Auditors: 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, the Statutory Auditors of the Company have been appointed for a term of 3 (three) years w.e.f. 27th September, 2014, However, their appointment as Statutory Auditors of the Company shall required 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 disqualified to 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 the Notice of AGM for seeking approval of members. * Secretarial Auditors: Provisions of Section 204 read with rules made thereunder, Ms. Nikita Pedhdiya, Nikita Pedhdiya & Associates, Practicing Company Secretaries (C.P No. 14295) had been appointed to undertake Secretarial Audit of the Company for the year 2014-15. The report of the Secretarial Auditor is annexed herewith as Annexure I and forms part of this Report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. * Internal Auditors: Pursuant to provisions of Section 138 read with rules made thereunder, the Board has appointed Karia & Shah, Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out quarterly basis, the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction. The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. AUDITORS'' REPORT In the opinion of the directors, the notes to financial statement are self-explanatory and adequately explain the matters, which are dealt within the Auditors'' Report. The said report does not contain any observation or qualification requiring explanation or comments. COST AUDITORS Provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the requirement of appointment of Cost Auditor is not applicable to your Company. INTERNAL CONTROL SYSTEMS Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place has been operating satisfactorily. Internal control systems ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected. RISK MANAGEMENT In accordance with Clause 49 of the Listing Agreement, the Board has approved the Risk Assessment and Minimization Policy to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the business plans and in periodic management reviews. Some of 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 is mainly 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 of the films, increasing the output by reducing the time-lag involved and reducing the wastages. * Fluctuations in Foreign Exchange While our functional currency is the Indian rupee, we transact a significant portion of our business in USD, Euro, Yen and other currencies and accordingly face foreign currency exposure from our sales in other countries and from our purchases from overseas suppliers in U.S. dollars and other currencies and are exposed to substantial risk on account of adverse currency movements in global foreign exchange markets. * Legal factors 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 within four walls of law, where the Company is exposed to legal risk exposure. * HUMAN RESOURCES The Company firmly believes in and has consistently practiced progressive HR values. The Company inculcates the values of transparency, professionalism and accountability in its operations to generate long-term benefits for its shareholders, customers, employees and society alike. At CIL, there is consistent emphasis on each individual''s sense of responsibility, while simultaneously as part of a team. This results in our people''s ability to work in perfect harmony despite coming from different disciplines. As of 31st March 2015, the number of employees on our payroll is 146. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO A. CONSERVATION OF ENERGY The rules pertaining to conservation of energy, as per the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable to your Company. B. TECHNOLOGY ABSORPTION The particulars regarding absorption of technology is given below as per Form B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 1. RESEARCH AND DEVELOPMENT (R & D) 1. Specific Areas of R & D activities The Research and Development activities of your Company are mainly concentrated on quality enhancing of its products. 2. Benefits Derived as a result of the R & D activity The Company has established itself in the market with a pan-India network of customers. 3. Future Plan of Action The Company endeavors to make continuous improvements to its product quality. 4. Expenditure on R & D The Company is using the existing facilities. 2. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION 1 Efforts Made The Company makes continuous efforts towards improving the quality of films, increase in productivity and improving its testing method. 2 Benefits Derived The quality of the products has improved and productivity has increased over the course of time. 3 Import of Technology The Company presently uses Indian Technology and has notimported any technology during the year. C. FOREIGN EXCHANGE EARNINGS AND OUTGO The Forex market conditions were volatile during the year gone by. The fluctuations in the market were high due to depreciation of rupee against the dollar. But your Company was able to manage the volatility in a prudent manner due to which losses were minimized. Sr.No Particulars Current Year Previous year (Rs.) (Rs.) 1 Foreign Exchange Earnings 80,07,97 8,87,808 2 Foreign Exchange Outgo 704340346 11390557738 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is provided in Annexure II 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 the employees of the Company for the financial year under review has been marked as Annexure II. WHISTLE BLOWER POLICY /VIGIL MECHANISM POLICY. Pursuant to provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has adopted a Whistle Blower Policy/ Vigil Mechanism Policy for directors and employees of the Company. Details of the policy are provided in the Corporate Governance Report, which forms part of this Annual Report. SEXUAL HARRASMENT POLICY In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder, the Company has framed and adopted the a policy for Prevention of Sexual Harassment at Workplace. CORPORATE SOCIAL RESPONSIBILITY The Provisions of Section 135 of Companies Act, 2013 is not applicable to your Company. EXTRACTOFANNUALRETURN Extract of the Annual Return in form MGT-9 pursuant to Section 92(3) of the Companies Act, 2013 for the financial year ended 31st March , 2015, is provided in Annexure IV forming part of this report. PARTICULARS OF LOANS, GUARANTEESOR INVESTMENTS BY COMPANY. Details of Loans, Guarantees and Investments are provided in the notes to Financial Statement. OTHER DISCLOSURE * No material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report. * The Company is in receipt of order from Commissioner of Customs from the Authority for payment of Special Additional Duty along with penalty against exemption availed by the Company pursuant to Notification No. 45/2005 - Customs dated May 16, 2005. The Company has filed an appeal against order with Customs, Excise & Service Tax Appellate Tribunal, west zonal bench, Mumbai on 22.06.2015. * No compliant received from any employee, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. HEALTH AND SAFETY MEASURES The standards of health of workers and safety measures to be taken as provided by the Factories Act, 1948 and the rules framed there under have been maintained by your Company. CAUTIONARY STATEMENT Statements in this Board''s Report and Management Discussion and Analysis describing the Company''s objectives, expectations or predictions may be forward looking within the meaning of applicable securities, laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include change in government regulations, tax laws, economic & political developments within and outside the country and such other factors. ACKNOWLEDGEMENTS AND APPRECIATION Your Directors take this opportunity to express the sincere appreciation for the incredible support and overwhelming co- operation from bank, financial institutions, customers, suppliers and all other business associates of the Company. Your Directors give their warm gratitude to the shareholders for their faith in the Company. The directors also sincerely appreciate the professionalism and dedication displayed by the employees of the Company. Date: 11th May, 2015 Place: Mumbai On behalf of the Board of Directors Sd/- Sd/- Anil Choksi Gaurav Choksi MD WTD & CFO

Director’s Report