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Choksi Labs

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Directors Report Year End : Mar '15    Mar 14
Dear Members,
 
 Your Directors have pleasure presenting the 22nd Annual Report
 alongwith Audited Accounts for the year ended 31st March, 2015.
 
 Financial Results
 
                                                          (Rs. In lacs)
 
                                               (31.03.2015)  (31.03.2014)
 
 Operational Receipts                              2197.46       1988.65
 
 Other Income                                        17.26          9.52
 
 Profit/(Loss) on Sale of Fixed Assets               46.89             -
 
 Profit before Depreciation, Interest & Tax         577.56        440.82
 
 Depreciation                                       282.97        159.01
 
 Interest                                           156.75        119.01
 
 Provision for tax                                   55.25         32.57
 
 Income Tax Earlier year                              0.60         35.11
 
 Deferred Tax Liability for Current Year            (6.13)       (11.34)
 
 MAT Credit entiltement                                 -        (10.05)
 
 Net Profit                                          88.12        116.51
 
 Balance brought forward                           1179.41       1062.90
 
 Less : Fixed assets W/o due to                   (188.06)             -
        transitional provisions of the
        Act-(Refer Note no. 9.1)
 
 Balance carried to Balance Sheet                 1079.47        1179.41
 
 OPERATIONS:
 
 The turnover for the year under review was Rs.2197.46 Lacs as compared
 to Rs.1988.65 Lacs in the previous year. The Company has recorded a
 profit before depreciation, interest and tax of Rs.577.56 Lacs during
 the year as compared to Rs.  440.82 Lacs in the previous year and
 recorded a profit after tax of Rs. 88.12 Lacs during the year as
 compared to Rs.  116.51 Lacs during the previous year.
 
 The Profit from operations of the Company for the year ended 31st
 March, 2015 was down as the useful life of Fixed assets has been
 revised as per Schedule II to the Companies Act, 2013 (the Act),
 Effective from April 1, 2014. Due to this, depreciation for the
 financial year 2014-15 is higher by previous year.
 
 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 as Form No. MGT-9 with this report.
 
 MEETINGS OF THE BOARD
 
 8 (Eight) meetings of the Board of Directors were held during the year.
 For further details, please refer report on Corporate Governance of
 this Annual Report.
 
 DIRECTORS
 
 Mr.Vyangesh Choksi, Executive, Whole-time Director of the Company
 retire by rotation and being eligible offer himself for re-appointment.
 Board recommends him reappointment as director of the Company.
 Resignation of Mrs. Himika Choksi has been accepted by Board from the
 office of Joint Managing Director w.e.f. 01st day of September, 2014.
 
 All the Independent Directors qualify all the requirements of
 sub-section (6) of section 149 of the Companies Act, 2013 and Listing
 Agreement & shall abide the code of Independent Directors.
 
 DIRECTOR''S RESPONSIBILITY STATEMENT
 
 Pursuant to section 134 (5) of the Companies Act, 2013, the Directors
 confirm that:-
 
 (i) In the preparation of the annual accounts, the applicable
 accounting standards have been followed and that there are no material
 departures.
 
 (ii) They have, in the selection of the accounting policies, consulted
 the statutory auditors and have applied them consistently and 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 at the end of
 the financial year and of the profit of the Company for that period.
 
 (iii) They have taken proper and sufficient care, to the best of their
 knowledge and ability, for the maintenance of adequate accounting
 records in accordance with the provisions of the Companies Act, 2013
 for safeguarding the assets of the Company and for preventing and
 detecting fraud and other irregularities.
 
 (iv) They have prepared the annual accounts on a going concern basis.
 
 (V) The Directors have laid down internal financial controls to be
 followed by the Company and that such internal financial controls are
 adequate and are operating effectively.
 
 (Vi) The Directors have devised proper systems to ensure compliance
 with the provisions of all applicable laws and that such systems are
 adequate and operating effectively.
 
 VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
 
 The Company has a vigil Mechanism named Vigil Mechanism/ Whistle Blower
 Policy to deal with instances of fraud and mismanagement, if any.
 
 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
 (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
 
 The Company has in place an Anti-Sexual Harassment Policy in line with
 the requirements of the Sexual Harassment of Women at Workplace
 (Prevention, Prohibition And Redressal) Act, 2013.
 
 An Internal Complaints Committee (ICC) has been set up to redress
 complaints received regarding sexual harassment. All employees
 (permanent, contractual, temporary, trainees) are covered under this
 policy.
 
 No compliant pertaining to sexual harassment were received during FY
 2014-2015.
 
 AUDIT COMMITTEE
 
 The Audit Committee comprises Independent Directors namely Shri
 Sudarshan Shastri (Chairman), Shri Satish Joshi and Shri N.K. Mani as
 other members. All the recommendations made by the Audit Committee were
 accepted by the Board.
 
 AUDITORS:
 
 The Auditors, in their report have referred to the Notes forming part
 of the Account; the notes are self explanatory and need no comments.
 M/s. Prateek Jain & Co. Chartered Accountants, Indore, Statutory
 Auditors of the Company retire at the ensuring Annual General Meeting
 of the Company and being eligible offer themselves for reappointment.
 
 AUDIT REPORT:
 
 The Auditors, in their report have referred to the Notes forming part
 of the Account; the notes are self explanatory and need no comments.
 
 SECRETARIAL AUDITOR:
 
 The Board has appointed M/s. M. Maheshwari & Associates., Practicing
 Company Secretary, to conduct Secretarial Audit for the financial year
 2015-2016. The Secretarial Audit Report for the financial year ended
 31st March, 2015 is annexed here with marked as Form No. MR- 3 to this
 Report. The Secretarial Audit Report does not contain any
 qualification, reservation or adverse remark. Due to uncertainty of
 filing Form MGT-10 and Clause 35-A Company has not filed relevant
 information to Stock Exchange.
 
 PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND
 SECURITIES PROVIDED:
 
 Particulars of loans given, investments made, guarantees given and
 securities provided along with the purpose for which the loan or
 guarantee or security is proposed to be utilized by the recipient are
 provided.
 
 DIVIDEND:
 
 In order to conserve the resources of the Company and retain internal
 accruals for funding growth and maximizing capacity so that Company
 generates a good return for shareholders in the long run, the Board of
 Directors do not propose dividend for the year ended 2014-15.
 
 PUBLIC DEPOSITS:
 
 The Company has not invited/accepted public deposit within the meaning
 of section 73 of the Companies Act, 2013 and rules made thereunder,
 during the year under review.
 
 CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:
 
 Report on Corporate Governance and Management Discussion and Analysis
 Report, in terms of Clause 49 of the Listing Agreement are annexed and
 form part of this Annual Report. A certificate from the Auditors
 confirming compliance with the conditions of Corporate Governance is
 also annexed.
 
 LISTING OF SECURITIES:
 
 The Equity Shares of the Company are listed at Bombay Stock Exchange &
 Madhya Pradesh Stock Exchange Limited, Indore (Since Madhya Pradesh
 Stock Exchange Limited have closed their activities hence Annual
 Listing Fees has not been deposit). The Company had duly paid the
 listing fees to the Bombay Stock Exchange for the financial year
 2015-16.
 
 DEMAT STATUS
 
 The Company''s shares are presently held in both electronic and physical
 modes.
 
 BUSINESS RISK MANAGEMENT:
 
 The company does not have any risk other than normal business risk
 therefore there is no any written risk management policy so far adopted
 by the company.
 
 INTERNAL FINANCIAL CONTROLS:
 
 The Internal Auditor monitors and evaluates the efficacy and adequacy
 of internal control system in the Company, its compliance with
 operating systems, accounting procedures and policies of the Company.
 
 Based on the report of internal audit function, process owners
 undertake corrective action in their respective areas and thereby
 strengthen the controls.
 
 The Internal financial controls with reference to the financial
 statements were adequate and operating effectively.
 
 RELATED PARTY TRANSACTIONS:
 
 Details of Related Party Transactions have been stated in the Corporate
 Governance Report.
 
 CORPORATE SOCIAL RESPONSIBILITY:
 
 The Company is not required to constitute a Corporate Social
 Responsibility Committee, as it does not fall within purview of Section
 135(1) of the Companies Act, 2013 and hence it is not required to
 formulate policy on corporate social responsibility.
 
 PREVENTION OF INSIDER TRADING:
 
 The Company has adopted a Code of Conduct for Prevention of Insider
 Trading with a view to regulate trading in securities by the Directors
 and designated employees of the Company in accordance with the SEBI
 (Prohibition of Insider Trading) Regulations 2015.
 
 The Code requires pre-clearance for dealing in the Company''s shares and
 prohibits the purchase or sale of Company shares by the Directors and
 the designated employees while in possession of unpublished price
 sensitive information in relation to the Company and during the period
 when the Trading Window is closed. The Board is responsible for
 implementation of the Code. All Board Directors and the designated
 employees have confirmed compliance with the Code.
 
 DECLARATION FROM MANAGING DIRECTOR & CFO CERTIFICATION:
 
 The Board of Directors have received declaration from Managing Director
 and certificate from CFO under Clause 49(v) of listing agreement. The
 Certificate have been enclosed in the Corporate Governance Report, is
 annexed herewith marked as Declaration from Managing Director & CFO
 Certificate Under Clause 49 (IX).
 
 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
 
 In terms of the provisions of Section 197(12) of the Act read with
 Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014, a statement showing the names and
 other particulars of the employees drawing remuneration in excess of
 the limits set out in the said rules are provided in the Annual Report.
 
 Disclosures pertaining to remuneration and other details as required
 under Section 197(12) of the Act read with Rule 5(1) of the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
 provided in the Annual Report.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 The requisite particulars required to be furnished under Section 134(3)
 (m) of the Companies Act, 2013 read with the Companies (Accounts)
 Rules, 2014, regarding energy conservation technology absorption and R
 & D are not applicable, since the Company is not engaged in any
 manufacturing or processing activities.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 Foreign Exchange outgo: a. Imports : Rs.7865640/-
 
                         b. Travelling Expenses : Rs.632130/-
 
 Foreign Exchange Earnings :Rs.921930/-
 
 ACKNOWLEDGEMENT:
 
 Your Directors would like to express their sincere appreciation for the
 assistance and co-operation received from the financial institutions,
 banks, government authorities, customers, vendors and members during
 the year under review. Your Directors also wish to place on record
 their deep sense of appreciation for the committed services by the
 Company''s executives, staff and workers.
 
                                        FOR AND ON BEHALF OF THE BOARD
                                         CHOKSI LABORATORIES LIMITED
 
                                        STELA CHOKSI      SUNIL CHOKSI
 DATE: 01.09.2015                  WHOLE-TIME DIRECTOR MANAGING DIRECTOR
 PLACE: INDORE                         DIN: 00155043     DIN: 00155078
Source : Dion Global Solutions Limited
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