| 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 |