Directors Report of Photoquip (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company and the accounts for the financial year ended 31st March, 2015.

Financial Summary of the Company

Particulars Rs. In Lacs

2014-15 2013-14

Gross Operating Income 10,114.18 9,142.20

Add: Other Income 37.62 50.77

Total Income 10,151.80 9,192.97

Profit Before Interest, Depreciation and 104.54 63.41

Exceptional items

Less: Finance Charges 201.31 217.98

Less: Provision for Amortisation and 187.37 168.80

Depreciation

Less: Exceptional items 157.97 Nil

Net Profit Before Tax (442.11) (323.37)

Less: Deferred Tax Liability / (Asset) (168.20) (62.42)

Less: Taxes of earlier years 22.39 9.14

Net Profit After Tax (296.30) (270.07)

Add: Balance of Profit brought forward 2,460.70 2,730.78

Balance available for appropriation 2,164.40 2,460.70

Less: Additional Depreciation (pursuant to 6.99 Nil

revised schedule II of Companies Act, 2013 )

Surplus carried to Balance Sheet 2,157.39 2,460.70

The Company proposes to carry forward Rs. 2,157.39 lacs to Reserves and Surplus.

Operational Review

During the year under review, your Company earned an income of Rs. 10,151.80 lacs as against Rs. 9,192.97 lacs in the previous year, an increase of 10.63% as compared to the previous year. The Company has incurred a Net Loss of Rs.296.30 lacs as against Net Loss of Rs. 270.07 lacs in the previous year.

The summarized key indicative figures are mentioned below. (Rs. In lacs)

Particulars 2014-15 2013-14

Sales / Other Receipts 10,114.18 9,142.20

Exports 4,466.94 4,893.30

Net Profit / (Loss) (296.30) (270.07)

During the year losses have also increased by Rs. 26.63 lacs due to unprecedented increase in Raw Material and Packing Material prices throughout the year; and also additionally due the high level of expenses of the General Lighting Division of the Company.

Dividend

In the absence of profits your Company has not declared dividend for the year under review.

Internal Control Systems and its adequacy

The Company has adequate internal financial controls with reference to financial statements. During the year such controls were tested and no reportable material weaknesses in the design or operation were observed.

Business Risk Management

Pursuant to Section 134(3)(n) of the Companies Act, 2013 & Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Board's report.

Whistle Blower Policy

Pursuant to the provisions of Sections 177(9) and (10) of the Companies Act, 2013, a Whistle Blower for directors and employees to report genuine concerns has been established, which is embedded in its Code of Conduct. It serves as a guide for daily business interactions, reflecting your Company's standard for appropriate behavior and Corporate Values. The Code of Conduct has been uploaded on the website of the Company.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are appended as Annexure I

Corporate Governance and Management Discussion and Analysis Report

The Corporate Governance Report together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, is set out as Annexure II & Annexure III respectively, as stipulated in Clause 49 of the Listing Agreement.

Particulars of Employees

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the registered office of the Company during business hours on working days, barring Saturdays and Sundays, of the Company prior to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Particulars of loans, guarantees or investments under Section 186

The Company has not given any loans covered under the provisions of Section 186 of the Companies Act, 2013. The details of guarantees and investments made by Company are given in the notes to the financial statements.

Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and 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 and loss of the Company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Guarantee

Directors and Key Managerial Personnel Appointment:

Pursuant to provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association, Mrs. Anju D. Soni has been appointed as an Additional Director with effect from 27th March, 2015 and shall hold the office up to the date of ensuing Annual General Meeting. The Company has received requisite notice in writing proposing Mrs. Anju D. Soni for appointment as Non-executive Director of the Company liable to retire by rotation.

Resignation:

Mr. Vimal J. Soni has resigned as a Whole-time Director of the Company with effect from 26th March, 2015. The Board of Directors places on record its appreciation for the contribution made by Mr. Vimal J. Soni during his long and fruitful association with the Company.

Declaration by Independent Director(s) and re- appointment

Pursuant to Sections 149, 150 and 152 of the Companies Act 2013 read with the Companies (Appointment and Qualification of Director) Rules, 2014 along with Schedule IV of the Act (including any statutory modifications or re-enactment thereof for the time being in force), the independent directors can hold office for the term of 5 consecutive years on the Board of your Company. Since the existing Independent Directors of the Company satisfy the said requirements and they were not appointed in the last Annual General Meeting, it is proposed to appoint the following existing Independent Directors as Independent Directors for a proportionate term of four consecutive years from the date of this Annual General Meeting till the date of the 27th Annual General Meeting of the Company in the calendar year 2019.

1. Mr. Mohib N. Khericha

2. Mr. Mohan M. Jayakar

3. Dr. Vishnu J. Acharya

These Independent Directors shall not be liable to retire by rotation. They have given the declaration pertaining to the criteria of independence as per Section 149 (6) of the Act. The Company has provided suitable training to independent directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates and business model of the Company.

The independent directors shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

Meetings

During the year under review, 6 (six) Board Meetings and 4 (four) Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

Extract of Annual Return

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT 9 is a part of this Annual Report as Annexure IV.

Material Changes and Commitments

Pursuant to the provisions of Section 180(1)(a) of the Companies Act 2013, the members of the Company have approved the sale / lease / disposal of the General Lighting Division of the Company vide Special Resolution passed by Postal Ballot on 23rd December, 2014. The Company has entered in to a License Agreement with Corvi LED Pvt. Ltd. vide board resolution dated 13th April 2015, granting exclusive license to use the intellectual property rights of brand "Corvi" with effect from 14th April, 2015.

Particulars of contracts or arrangements with related parties:

Particulars of every contract or arrangement entered into by the Company with related parties referred to in Sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto are disclosed in Form No. AOC-2 as Annexure V.

Auditors

M/s. Mayank Shah and Associates, Chartered Accountants, retire and are eligible for re-appointment from the conclusion of the forthcoming Annual General Meeting up to the conclusion of next Annual General Meeting. There are no qualifications or adverse remark in the Auditors Report.

Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, Mrs. Heena Shah, Practicing Company Secretary, has been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure VI to this report. The Secretarial Auditors report for the financial year 2014-15 does not contain any qualification, reservation or adverse remark.

General

No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review :

1. Details relating to deposits covered under Chapter V the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme

4. No significant or material orders were passed by the regulators or court or tribunals which impact the going concern status and Company's operation in future.

5. No material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company.

6. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under review, though the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace, which is reviewed by Committee at regular intervals

Acknowledgements

The Company wishes to place on record its sincere appreciation of all with whose help, co-operation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors

Mr. Jayant P. Soni Chairman and Managing Director

Place: Mumbai Date: 30th May, 2015

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Mar 31, 2014

The Members of PHOTOQUIP INDIA LIMITED

The Directors have pleasure in presenting the Twenty-second Annual Report of the Company and Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. In Lacs)

Year ended Year ended 31.03.2014 31.03.2013

Turnover & Other Receipts 9,142.20 7,819.95

Profit before Interest, Depreciation & Tax 63.43 165.11

Less :

Interest 217.98 102.35

Depreciation / Amortization 168.08 93.67

Profit / (Loss) before Tax (323.35) (30.91)

Deferred Tax Liability (62.42) (2.95)

Profit / (Loss) after Tax (270.07) (27.96)

FINANCIAL PERFORMANCE

During the year under review, your Company earned an income of Rs 9,142.20lacs as against Rs. 7,819.95lacs in the previous year. The Company made a Net Loss of Rs.270.07. as against Net Loss of Rs. 27.96lacs in the previous year.

OPERATIONS

The summarized key indicative figures are mentioned below.

2013-2014 2012-2013

Sales / Other Receipts 9,142.20 7,819.95

Exports 4,893.30 5,313.18

Net Profit / (Loss) (270.08) (27.96)

Your Company has commenced commercial operations of its General Lighting Division under the brand name of corvi with effect from 12.12.2012. The products have won prestigious national / international awards for their unique design and aesthetic appeal. Some of the notable awards are the red dot, if, Acetech Design Wall among others. The products have been referred for the green dot award at Japan. Your Company anticipates bright prospects for the new venture in the coming years.

In the overall context, the Studio Flash division has taken a slight hit on account of slow demand of exports coupled with a steep increase in input costs.

DIVIDEND

In the absence of profits your Company has not declared dividend for the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: [Information under Section 217 (1) (e)]

Information pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

a) Conservation of Energy

The Company is not a major user of energy. However, the measures taken by the Company have resulted in savings in energy consumption.

i) Energy Conversion measures taken in the recent past: No new energy conservation measures were undertaken during the year 2013-14.

ii) Additional investment and proposal for reduction of energy consumption being implemented : NIL

iii) Impact of measure (i) and (ii) above for reduction of energy consumption and consequent impact on the cost of production of goods : NIL

b) Technology Absorption

c) Specific areas in which Research & Development carried out by the Company:

The Company carries out R & D activities in the following areas:

Product / Process improvement and development.

Import Substitution of various components and sub-assemblies used in Cameras & Flash units and Photographic Labs.

Product support by way of indigenising tooling and design support for vendor development

The Company has an ongoing R & D:

Improvement in existing product range / progressive indigenisation of new flash lights and components & accessories.

Absorption and adoption of technology for manufacture of photographic flash.

(i) Benefits derived as a result of R & D :

Considerable benefits have been derived by the Company from its Research & Development activities primarily by way of improvement in quality and time saving.

PARTICULARS OF EMPLOYEES

The Company has no employee covered under section 217(2A) of the Companies Act, 1956.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Vishnu Acharya retires by rotation and being eligible offer himself for re-appointment. Your Directors recommend his re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS

Your Company has strong Research and Development base and used cutting-edge technology in development of Digital Flash Lights, LED Lights and other products. There is a growing potential for LED products in the local as well as international markets being highly energy-efficient and leading to substantial cost savings. Your Company enjoys a global presence for its Digital Studio Flash Lights and will leverage the same for its LED products. Your Company has ample opportunities in increasing its presence in the global arena and to penetrate unexplored local markets for the Company''s products mainly the Digital Studio Flash Lights and LED products.

Considering the economic scenario, your Company has diversified its business in trading of LED lights which has bright prospects. The challenge to the business is decreasing export demand and declining value of the Indian Rupee. Your Company is in a nascent stage to penetrate its LED products in the local markets and is sparing no efforts with its turnaround strategy.

Since, presently the Company operates in only one segment of Photographic and Allied Products, the Management Discussion Analysis is not material and is included in the Directors'' Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of sub-section (2AA) of Section 217 of the Companies Act, 1956, your Directors confirm:

a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures;

b) that the Directors have selected such accounting policies and 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 as on 31s'' March, 2014 and of the loss of the Company for the year ended on that date;

c) that the Directors have taken proper and sufficient care 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; and

d) that the Directors have prepared the annual accounts on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383A of the Companies Act, 1956, the Secretarial Compliance Certificate for the year under review as obtained from a practicing Company Secretary is annexed to the Report.

CERTIFICATION ON COST AUDIT

The Company has obtained Compliance Report pursuant to Rule 5 of (Cost Accounting Record) Rules, 2011. CORPORATE GOVERNANCE

The report on corporate governance and the certificate on compliance with the conditions of corporate governance under Clause 49 of the Listing Agreement is annexed to this report.

The Company is listed on Bombay Stock Exchange (BSE) & on Ahmedabad Stock Exchange (ASE). The Company has paid listing fees to both the stock exchanges on time.

The Auditor''s Report on Corporate Governance confirming the compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

AUDITORS

The Statutory Auditors, M/s. Mayank Shah & Associates, Chartered Accountants, Ahmedabad, retire at the conclusion of the forthcoming Annual General Meeting. The Company has received the requisite certificate pursuant to Section 224 (1B) of the Companies Act, 1956, from them regarding their eligibility for re-appointment as the Auditors of the Company. The Board recommends their reappointment

COMPLIANCE WITH THE CODE OF CONDUCT

The Company has put in place a code of conduct for hits Board of Directors and senior management personnel, Declarations of compliance with the code of conduct have been received from all Board members and senior management personnel. A certificate to this effect from Mr. Jayant P. Soni, Chairman & Managing Director forms part of this Report.

PERSONNEL

The Directors wish to place on record their sincere appreciation for the dedicated services of all employees of your Company.

APPRECIATION

The Directors wish to place on record their sincere of the contribution made by the employees at all levels and for their dedication and commitment to the Company throughout the year. The Directors would also like to record their thanks to the Company''s Shareholders, bankers, customers and vendors for their valuable support and co- operation.

For and on behalf of the Board of Directors

Jayant P. Soni

Chairman and Managing Director

Place : Mumbai

Date: 30th May 2014

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Mar 31, 2010

The Directors have pleasure in presenting the Eighteenth Annual Report of the Company and Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. In Lacs) Year ended 31.03.2010 Year ended 31.03.2009

Turnover & Other Receipts 4,663.72 3,662.36

Profit before Interest, Depreciation & Tax 618.05 806.53

Less :

Interest/Financial Charges 47.82 62.03

Depreciation 45.42 26.30

Deferred Development Exp written off 74.05 78.15

Preliminary Expenses written off 1.26 1.26

Profit before Tax 449.50 638.79

Provision for FBT - 3.45

Deferred Tax Liability 4.63 14.57

Provision for Income Tax 2.10 -

Profit (Loss) after Tax 442.77 620.76

OPERATIONS

It gives us immense pleasure to share with you the continued growth achieved by your Company during the financial year under review.

2009 - 10 2008 - 09

Sales / Other Receipts 4,663.73 3,662.36

Exports 3,340.67 2,790.50

Net Profits 442.77 620.76

DIVIDEND

Your Company is in the process of consolidating its financial position. With this view your Company has not declared dividend for the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: [Information under Section 217 (1) (e)]

Information pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 a) Conservation of Energy

The Company is not a major user of energy. However, the measures taken by the Company have resulted in savings in energy consumption.

i) Energy Conversion measures taken in the recent past: No new energy conservation measures were undertaken during the year 2009-10.

ii) Additional investment and proposal for reduction of energy consumption being implemented : NIL

iii) Impact of measure (i) and (ii) above for reduction of energy consumption and consequent impact on the cost of production of goods : NIL

b) Technology Absorption

i) Specific areas in which Research & Development carried out by the Company:

The Company carries out R & D activities in the following areas:

Product / Process improvement and development.

Import Substitution of various components and sub-assemblies used in Cameras & Flash units and Photographic Labs.

Product support by way of indigenising tooling and design support for vendor development The Company has an ongoing R&D:

Improvement in existing product range / progressive indigenisation of new flash lights and components & accessories.

Absorption and adoption of technology for manufacture of photographic flash.

ii) Benefits derived as a result of R & D :

Considerable benefits have been derived by the Company from its Research & Development activities primarily by way of improvement in quality and time saving.

c) Foreign Exchange Earnings and Outgo

(Rs. In Lacs)

2009-10 2008-09

Foreign Exchange Earnings 3,340.67 2,790.50

Foreign Exchange Outgo 987.84 763.15

PARTICULARS OF EMPLOYEES

The Company has no employee under section 217(2A) of the Companies Act, 1956.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr. Mohan M. Jayakar retires by rotation and being eligible offer himself for re-appointment. Your Directors recommend his re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of sub-section (2AA) of Section 217 of the Companies Act, 1956, your Directors confirm:

a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures;

b) that the Directors have selected such accounting policies and 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 as on 31st March, 2010 and of the profit of the Company for the year ended on that date;

c) that the Directors have taken proper and sufficient care 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; and

d) that the Directors have prepared the annual accounts on a going concern basis.

SECRETARIAL AUDIT

As Directed by Security and Exchange Board of India (SEBI) secretarial audit is being carried out at the specific periodicity by a practicing Company Secretary. The findings of the secretarial audit were entirely satisfactory.

CORPORATE GOVERNANCE

The report on corporate governance and the certificate on compliance with the conditions of corporate governance under Clause 49 of the Listing Agreement is annexed to this report.

The Company is listed on Mumbai Stock Exchange (BSE) & on Ahmedabad Stock Exchange (ASE). The Company . has paid listing fees to both the stock exchanges on time.

AUDITORS

The Statutory Auditors, M/s. Mayank Shah & Associates, Chartered Accountants, Ahmedabad, retire at the conclusion of the forthcoming Annual General Meeting. The Company has received the requisite certificate pursuant to Section 224 (1B) of the Companies Act, 1956, from them regarding their eligibility for re-appointment as the Auditors of the Company. The Board recommends their reappointment

COMPLIANCE WITH THE CODE OF CONDUCT

The Company has put in place a code of conduct for hits Board of Directors and senior management personnel, Declarations of compliance with the code of conduct have been received from all Board members and senior management personnel. A certificate to this effect from Mr. Jayant P. Soni, Chairman & Managing Director forms part of this Report.

PERSONNEL

The Directors wish to place on record their sincere appreciation for the dedicated services of all employees of your Company.

APPRECIATION

The Directors wish to place on record their sincere of the contribution made by the employees at all levels and for their dedication and commitment to the Company throughout the. year. The Directors would also like to record their thanks to the Companys Shareholders, bankers, customers. Suppliers and vendors for their valuable support and co-operation.

For and on behalf of the Board of Directors

Jayant P. Soni

Chairman and Managing Director

Place : Mumbai

Date : 20th August, 2010