Home  »  Company  »  Choksi Lab. Ltd  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Choksi Laboratories Ltd.

Mar 31, 2015

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


Mar 31, 2014

Dear Members,

The Directors have pleasure presenting the 21st Annual Report alongwith Audited Accounts for the year ended 31st March, 2014.

Financial Results

(Rs. In lacs)

(31.03.2014) (31.03.2013)

Operational Receipts 1988.65 1710.55

Other Income 9.52 8.35

Profit/(Loss) on Sale of Fixed Assets - (2.33)

Profit before Depreciation, Interest & Tax 440.82 399.60

Depreciation 159.01 141.86

Interest 119.01 113.29

Provision for tax 32.57 33.71

MAT Credit b/f - 1.29

Income Tax Earlier year 35.11 -

Deferred Tax Liability for Current Year (11.34) 7.23

MAT Credit entiltement (10.05) -

Net Profit 116.51 102.22

Balance brought forward 1062.90 960.68

Balance carried to Balance Sheet 1179.41 1062.90

OPERATIONS:

The turnover for the year under review was Rs.1988.64 Lacs as compared to Rs. 1710.55 Lacs in the previous year. The Company recorded a profit before depreciation, interest and tax of Rs. 440.82 Lacs during the year as against profit of Rs. 399.60 Lacs in the previous year and recorded a profit after tax of Rs. 116.51 Lacs during the year as against the profit of Rs. 102.22 Lacs during the previous year.

Under the unprecedented economy subdued at 4.7% (The Hindu, ND, May 30, 2014), Company took measures to improve the volumes and as a result was able to post positive performance. Major capability additions and expansions were for a third consecutive year postponed in view of current economic uncertainty.

ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS:

During the period under review Company has issued 3,00,000 equity shares pursuant to special resolution passed in the Extra Ordinary General Meeting held on 19.12.2013 issued to Body Corporate (Promoter and Promoter Group) and which were duly allotted on 02.01.2014 and obtained in-principal approval and listing approval from of Bombay Stock Exchange and got trading approval from BSE.

No change in control, in the company will occur due to this preferential allotment.

DIVIDEND:

In order to conserve the resources of the Company and retain internal accruals for funding growth and maximising 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 2013-14.

PUBLIC DEPOSITS:

The Company has not invited/accepted public deposit within the meaning of section 58A of the Companies Act, 1956 and rules made thereunder, during the year under review.

DIRECTORS

Mrs. Stela Choksi, Executive, Promoter Whole-time Directors of the Company retire by rotation and being eligible offer herself for re-appointment. Board recommends her reappointment as director of the Company. Further as per the provision of section 149 and 152 of the Companies Act, 2013, Mr. Sudarshan Shastri, Mr. Pradip Karmakar, Mr. N.K. Mani and Mr. Satish Chandra Joshi Independent, non-executive directors of the Company has re-appointed for a period of 5 years, commencing from 01st October, 2014 to 30th September, 2019 further resignation of Mrs. Himika Varma has been accepted by Board from the office of Joint Managing Director w.e.f. 01st day of September, 2014.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, 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, 1956 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.

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.

DEMAT STATUS

The Company''s shares are presently held in both electronic and physical modes.

PARTICULARS OF EMPLOYEES

There was no employee in the Company who was employed throughout the financial year or for part of the financial year was in receipt of remuneration whose particulars, if so employed, are required to be included in the report of Directors in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The requisite particulars required to be furnished under Section 217(a) (e) of the Companies Act, 1956 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. 5144417/-

b. Travelling and Membership fees: Rs. 671530/-

Foreign Exchange Earnings: Rs. 3773177/-

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

ACKNOWLEDGEMENT:

The Directors acknowledge with gratitude the co-operation and confidence reposed by the Company''s Bankers, Shareholders, Customers and Suppliers. Your Directors also wish to place on record their sincere appreciation of devoted services rendered by the employees of the Company for its success.

FOR AND ON BEHALF OF THE BOARD

Place : Indore VYANGESH CHOKSI SUDARSHAN SHASTRI Date : 01/09/2014 Whole time Director Director DIN: 00154926 DIN: 00155105


Mar 31, 2013

The Directors have pleasure presenting the 20th Annual Report alongwith Audited Accounts for the year ended 31st March, 2013.

Financial Results (Rs.In lacs) (31.03.2013) (31.03.2012

Operational Receipts 1710.55 1523.30

Other Income 8.35 37.64

Profit/ (Loss) on Sale of Fixed Assets (2.33)

Profit before Depreciation, Interest & Tax 399.60 417.53

Depreciation 141.86 141.57

Interest 113.29 144.38

Provision for tax 33.71 24.99

MAT Credit b/f 1.29

Income Tax Earlier year (1.25)

Deferred Tax Liability for Current Year 7.23 6.55

Prior Period Adjustments 0.24

Net Profit 102.22 101.05

Balance brought forward 960.68 859.63

Balance carried to Balance Sheet 1062.90 960.68

OPERATIONS :

With the Indian economy reeling under pressure of slow down coupled with global uncertainty, your Company took various strategic initiatives to improve its volumes, which helped the Company to post positive performance for the year. Your company undertook a small capacity building project and Directors are hopeful to give better results in forth coming years. Large scale projects were postponed in view of the current economic slowdown.

DIVIDEND :

In order to conserve the resources of the Company and retain internal accruals for funding growth and building 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 2012-13.

PUBLIC DEPOSITS:

The Company has not invited/accepted public deposit within the meaning of section 58A of the Companies Act, 1956 and rules made there under, during the year under review.

DIRECTORS:

Mr. Vyangesh Choksi and Shri Sudarshan Shastri Directors of the Company retire by rotation and being eligible offer themselves for re-appointment. Board recommends their reappointment as directors of the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm that :

(i) In the preparation of the annual accounts, the applicable accounting standard 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, 1956 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.

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.

DEMAT STATUS

The Company''s shares are presently held in both electronic and physical modes.

PARTICULARS OF EMPLOYEES

There was no employee in the Company who was employed throughout the financial year or for part of the financial year was in receipt of remuneration whose particulars, if so employed, are required to be included in the report of Directors in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The requisite particulars required to be furnished under Section 217(a) (e) of the Companies Act, 1956 regarding energy conservation technology absorption are not applicable, since the Company is not engaged in any manufacturing activities.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange out go : (a) Imports 7 30,35,900/-. (b) Travelling 7 6,17,606/- .

Foreign Exchange Earnings : 7 6,70,540/-.

AUDITORS AND THEIR 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.

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.

The Auditors, in their report have referred to the Notes forming part of the Account, the notes are self explanatory and need no comments

ACKNOWLEDGEMENT:

The Directors acknowledge with gratitude the co-operation and confidence reposed by the Company''s Bankers, Shareholders, Customers and Suppliers. Your Directors also wish to place on record their sincere appreciation of devoted services rendered by the employees of the Company for its success.

On behalf of the Board

Place : Indore SUNIL CHOKSI VYANGESH CHOKSI

Date : 31/07/2013 Managing Director Whole time Director


Mar 31, 2012

The Directors have pleasure presenting the 19th Annual Report alongwith Audited Accounts for the year ended 31st March, 2012.

Financial Results

(Rs. In lacs)

(31.03.2012) (31.03.2011)

Operational Receipts 1523.30 1304.15

Other Income 37.63 16.82

Profit/(Loss) on Sale of Fixed Assets -- (21.71)

Profit before Depreciation, Interest & Tax 417.52 352.02

Depreciation 141.57 110.72

Interest 144.37 65.14

Provision for tax 24.99 51.44

Income Tax Earlier year (1.25) 0.00

Deferred Tax Liability for Current Year 6.55 6.76

Prior Period Adjustments 0.24 5.20

Net Profit 101.05 112.76

Balance brought forward 859.63 746.87

Balance carried to Balance Sheet 960.68 859.63



OPERATIONS:

During the fiscal year under review the Indian Economy showed signs of slowdown, coupled with the global slowdown that is still prevailing, your Company took various strategic initiatives to improve its volumes, which helped the Company to post positive performance for the year. Company has initiated Banglore Lab with calibration facilities. Directors are hopeful to give better results in forth coming years.

ISSUE OF EQUITY WARRANTS ON PREFERENTIAL BASIS :

The Company has converted 301263 warrants allotted in FY 2009-10 into equal number of equity shares during the year. Further, out of 800000 warrants, allotted in FY 2010-11, 500000 warrants were convereted into equal number of fully paid up equity shares of Rs. 10/- each after receiving balance payment due thereon and another 300000 warrants out of total 800000 Warrants in which balance payment not recived in stipulated time period, consequenlty amount already paid towards allotment of 300000 warrants were forfeited by the Company and said warrants were cancelled.

No change in control, in the company will occur due to this preferential allotment.

CONVERSAION OF EQUITY WARRANTS INTO EQUITY SHARES:

During the period under review, Company has converted 801263 warrants in to Equity Shares of Rs.10/- each after obtaining principal approval from Bombay Stock Exchange.

DIVIDEND :

The Board of Directors, in order to conserve the resources of the Company and to maintain the liquidity have decided not to declare any dividend for the year ended 31st March, 2012.

PUBLIC DEPOSITS:

The Company has not invited/accepted public deposit within the meaning of section 58A of the Companies Act, 1956 and rules made thereunder, during the year under review.

DIRECTORS

Shri Satish Joshi and Shri N. K. Mani Independent, Non-executive Directors of the Company retire by rotation and being eligible offer themselves for re-appointment. Board recommends their reappointment as directors of the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm that

(i) In the preparation of the annual accounts, the applicable accounting standard 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, 1956 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.

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.

DEMAT STATUS

The Company's shares are presently held in both electronic and physical modes.

PARTICULARS OF EMPLOYEES

There was no employee in the Company who was employed throughout the financial year or for part of the financial year was in receipt of remuneration whose particulars, if so employed, are required to be included in the report of Directors in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The requisite particulars required to be furnished under Section 217(a) (e) of the Companies Act, 1956 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 out go : a. Imports Rs. 1716644/-. b. Travelling Rs.669143/-. c. Membership Fees Rs. 52010/-.

Foreign Exchange Earnings : Rs. 434734/-.

AUDITORS 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.

AUDITORS:

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.

ACKNOWLEDGEMENT:

The Directors acknowledge with gratitude the co-operation and confidence reposed by the Company's Bankers, Sharehold- ers, Customers and Suppliers. Your Directors also wish to place on record their sincere appreciation of devoted services rendered by the employees of the Company for its success.

On behalf of the Board

Place : Indore SUNIL CHOKSI VYANGESH CHOKSI

Date : 30.05.2012 Managing Director Whole time Director


Mar 31, 2010

The Directors have pleasure presenting the 17th Annual Report alongwith Audited Accounts for the year ended 31 st March, 2010.

Financial Results (Rs. In lacs)

(31.03.2010) (31.03.2009)

Operational Receipts 1105 956.18

Other Income 12.05 8.88

Profit/(Loss) on Sale of Fixed Assets (6.05) 59.31

Profit before Depreciation, Interest & Tax 303.57 359.77

Depreciation 107.30 111.64

Interest 48.18 94.24

Provision for tax 48.18 36.21

Income Tax Earlier year 0.93 (0.96)

Deferred Tax Liability for Current Year 3.70 (20.97)

Fringe Benefit Tax 0.00 2.70

Prior Period Adjustments 0.14 0.25

Net Profit 95.14 136.66

Balance brought forward 651.73 515.07

Balance carried to Balance Sheet 746.87 651.73

OPERATIONS:

During the period under review company has increased its Authorized Capital from Rs. 5 Crores to Rs. 10 Crores.

During the fiscal year under review the Indian Economy stared showing signs of growth, admits the global slowdown that is still prevailing, your Company took various strategic initiatives to improve its volumes, which helped the Company to post an impressive performance for the year, and Directors are hopeful to give better results in the current year.

REISSUE OF FORFEITED SHARES :

During the period under review Company has reissued 78600 Equity Shares of Rs. 10/- each at a premium of Rs. 2.50 per share total Rs. 12.50 per share and the Company has received consent of Bombay Stock Exchange (BSE) for listing of the above shares.

ISSUE OF EQUITY WARRANTS ON PREFERENTIAL BASIS :

During the period under review Company has issued 12,35,663 Convertible Warrants pursuant to special resolution passed in the Extra Ordinary General Meeting held on 10.04.2010 and which were duly allotted on 24.04.2010 after obtainingin-principal approval of BSE. These warrants still to be converted into equity share of the Company.

No change in control, in the company will occur due to this preferential allotement.

DIVIDEND :

The Board of Directors, in order to conserve the resources of the Company and to maintain the liquidity have decided not to declare dividend for the year ended 31 st March, 2010.

PUBLIC DEPOSITS

The Company has not invited/accepted public deposit within the meaning of section 58Aof the Companies Act, 1956 and rules made thereunder, during the year under review.

DIRECTORS

Shri Vyangesh Choksi, Director of the Company retires by rotation and being eligible offer him for re-appointment.

During the period under review Shri Krian Bhai Desai has resigned as a Director of the Company.

Shri N. K. Mani was appointed as an Additional Director of the Company and being eligible offers himself for appointment as Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm that :-

(i) In the preparation of the annual accounts, the applicable accounting standard 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 judgements 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, 1956 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.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange(s) separate section titled Corporate Governance Report has been included in this Annual Report as Annexure 1. A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance is annexed to this report as Annexure 2.

DEMAT STATUS

The Companys shares are Presently held in both electronic and physical mode.

PARTICULARS OF EMPLOYEES

There was no employee in the Company who was employed throughout the financial year or for part of the financial year was in receipt of remuneration whose particulars, if so employed, are required to be included in the report of Directors in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

AUDITORS

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 reaapointment.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude the co-operation and confidence reposed by the Companys Bankers, Shareholders, Customers and Suppliers. Your Directors also wish to place on record their sincere appreciation of devoted services rendered by the employees of the Company for its success.

By order of the Board

Place : Indore VYANGESH CHOKSI STELA CHOKSI

Date : 07.08.2010 Whole time Director Whole time Director

Find IFSC