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