| Dear Members,
The Directors have pleasure in presenting the 23rd Annual Report of
the Company together with the Audited Statement of Accounts for the
year ended 31st March, 2015.
FINANCIAL RESULTS
The Company's performance during the year ended 31st March,2015 as
compared to the previous financial year, is summarized below:
Particulars 2014-2015 2013-2014
Total Revenue 10809.67 17026.75
Profit/(Loss) Before Depreciation, 34.51 (581.24)
Amortisation, Exceptional &
Extraordinary Items and Tax
Less: Depreciation and Amortisation 44.21 59.77
expense
Profit/(Loss) Before Exceptional & (9.70) (641.01)
Extraordinary Items And Tax
Net Profit/(Loss) Before Tax (NPBT) (9.70) (641.01)
Less: Tax expenses - 1.66
Add/(Less): Deferred tax 51.77* 3.76
Net Profit/(Loss) After Tax (NPAT) 42.07 (646.43)
Add: Surplus brought forward from 755.37 1401.78
previous year
Amount available for Appropriations 797.44 755.35
Less: Appropriations:
Proposed Dividend 19.50 -
Tax on Proposed Dividend 3.99 -
General Reserve - -
Balance carried forward to Balance 773.95 755.35
Sheet
* As at March 31,2015, Deferred Tax Assets on carried forward Business
Losses and Unabsorbed Depreciation have been recognized.
FINANCES
The total long term borrowings of your Company as on 31st March, 2015,
stood at NIL, Cash and Cash Equivalent stood at Rs. 66.66 lacs and
total investments stood at NIL at the end of the year.
OPERATIONS
Your Company is engaged in the business of manufacturing of
Photosensitised Materials for the Healthcare Industry, mainly Medical
X-Ray Films and supply of other products to the Healthcare Industry.
The other products of the Company include other medical consumables and
equipments.
During the year under the review, your Company earned a total income of
Rs. 10809.67 as against Rs. 17026.75 during the previous year.
DIVIDEND
Your Directors recommend dividend of @ 5% (five per cent) i.e. Rs.
0.50/- (fifty paise) per share on 3900000 fully paid-up Equity Shares
of Rs. 10/- each of the Company for the year ended 31st March, 2015.
The proposed dividend, if approved, at the Annual General Meeting, will
absorb a sum of Rs. 19.50 lacs and Dividend Tax of Rs. 3.99 lacs.
TRANSFER TO RESERVES
The Company has not transfer any amount to General Reserves.
SHARE CAPITAL
The paid up Equity Share Capital as at 31st March, 2015 stood at Rs.
390 lacs. During the year under review, the Company has not issued
shares with differential voting rights nor has granted any stock
options or sweat equity. As on 31st March , 2015, none of the Directors
of the Company hold instruments convertible into equity shares of the
Company.
REVISION OF FINANCIAL STATEMENT
There was no revision of the financial statements for the year under
review.
REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES
During the year under review, your Company did not have any subsidiary,
associate and joint venture company.
CORPORATE GOVERNANCE REPORT
In compliance with the provisions of Clause 49 of the Listing
Agreement, a separate report on Corporate Governance along with a
certificate from the Auditors on its compliance, forms part of this
Report.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on Industry Structure and Developments, operations,
performance, Business Outlook, Opportunities & Threats and Risks and
Concerns, in accordance with Clause 49 of the Listing Agreement, is
presented in a separate section forming a part of the Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
* Cessation from Directorship:
During the year, none of the Directors of the Company has resigned.
* Director Retiring by Rotation:
As per the provisions of Section 152 of the Companies Act, 2013, Mr.
Naimish Choksi and Mr. Samir Choksi retire by rotation at the ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointment. Your Directors recommend their approval.
* Appointment of Managing Directors:
The Nomination & Remuneration Committee and the Board have approved the
re-appointment of Mr. Anil Choksi as Managing Directors for the 1 year
and appointment of Mr. Samir Choksi as Whole Time Director for period
of 3 years w.e.f 1st September, 2015, at a remuneration of Rs.
1,00,000/- (Rupees one lac only) per month. Approval of the
shareholders is sought for the same in the ensuing Annual General
Meeting.
* Appointment of Independent Directors and declaration of independence:
Mr. Gaurav Choksi was appointed as Key Managerial Person designated as
Chief Financial Officer of the Company with effect from 28th June,
2014.
Mr. Rishi Dave was appointed as Key Managerial Persons designated as
Company Secretary & Compliance Officer of the Company w.e.f. 9th
August, 2014 in place of Mrs. Nikita Pedhdiya.
BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the
Listing Agreement, the Board has carried out performance evaluation.
The manner in which the evaluation has been carried out has been
explained in Corporate Governance Report.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to
the audited financial statements of the Company for the year ended 31st
March, 2015, the Board of Directors hereby confirms 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. such accounting policies have been selected and applied
consistently and the Directors 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 as at 31st March, 2015 and of the profit/loss
of the Company for that year;
c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going
concern basis;
e. internal financial controls have been laid down to be followed by
the Company and that such internal financial controls are adequate and
were operating effectively;
f. proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively;
DETAILS OF BOARD AND COMMITTEES MEETING:
Board Meetings:
Details of the Board meetings and attendance of the directors are
provided in the Corporate Governance Report, which forms part of this
Annual Report.
Committees of the Board:
With a view to have a more focused attention on business and for better
governance and accountability, the Board has constituted the mandatory
committees viz. Audit Committee, Stakeholders' Relationship Committee
and Nomination and Remuneration Committee.
The details with respect to the compositions, roles, terms of
reference, etc. of relevant committees are provided in the Corporate
Governance Report of the Company, which forms part of this Annual
Report.
RELATED PARTY TRANSACTIONS:
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties are given in Annexure
III in form AOC-2.
Further, during the year, the Company had not entered into any contract
/ arrangement /transaction with related parties which could be
considered material in accordance with the policy of the Company on
materiality of related party transactions. All related party
transactions are placed before the Audit Committee and Board for
approval.
The details of the related party transactions as required under
Accounting Standard - 18 are set out in Note to the financial
statements forming part of this Annual Report.
The Policy on Related Party Transactions as approved by the Board has
been uploaded on the website of the Company. The web-link of the same
has been provided in the Corporate Governance Report.
DEPOSITS
During the year 2014-15, the Company has accepted the deposits only
from directors of the Company which are exempt as per the provision of
Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014. The declarations have been
obtained from the Directors in terms of Rule 2(c) (viii) of the
Companies (Acceptance of Deposits) Rules, 2014. Details of the deposits
accepted from directors are provided in notes to financial statement.
AUDITORS
* Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014, M/s. Parikh & Amin,
Chartered Accountants, the Statutory Auditors of the Company have been
appointed for a term of 3 (three) years w.e.f. 27th September, 2014,
However, their appointment as Statutory Auditors of the Company shall
required to be ratified by the Members at the ensuing Annual General
Meeting. The Company has received a confirmation from the Auditors
that they are not disqualified to act as the Auditors and are eligible
to hold the office as Auditors of the Company.
Necessary resolution for ratification of appointment of the Auditors is
included in the Notice of AGM for seeking approval of members.
* Secretarial Auditors:
Provisions of Section 204 read with rules made thereunder, Ms. Nikita
Pedhdiya, Nikita Pedhdiya & Associates, Practicing Company Secretaries
(C.P No. 14295) had been appointed to undertake Secretarial Audit of
the Company for the year 2014-15. The report of the Secretarial Auditor
is annexed herewith as Annexure I and forms part of this Report.
The said report does not contain any observation or qualification
requiring explanation or comments from the Board under Section 134(3)
of the Companies Act, 2013.
* Internal Auditors:
Pursuant to provisions of Section 138 read with rules made thereunder,
the Board has appointed Karia & Shah, Chartered Accountants, as an
Internal Auditors of the Company to check the internal controls and
functioning of the activities and recommend ways of improvement. The
Internal Audit is carried out quarterly basis, the report is placed in
the Audit Committee Meeting and the Board Meeting for their
consideration and direction.
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. During the
year under review, no material or serious observation has been received
from the Internal Auditors of the Company for inefficiency or
inadequacy of such controls.
AUDITORS' REPORT
In the opinion of the directors, the notes to financial statement are
self-explanatory and adequately explain the matters, which are dealt
within the Auditors' Report.
The said report does not contain any observation or qualification
requiring explanation or comments.
COST AUDITORS
Provisions of Section 148 of the Companies Act, 2013 read with
Notifications/Circulars issued by the Ministry of Corporate Affairs
from time to time, the requirement of appointment of Cost Auditor is
not applicable to your Company.
INTERNAL CONTROL SYSTEMS
Adequate internal control systems commensurate with the nature of the
Company's business and size and complexity of its operations are in
place has been operating satisfactorily. Internal control systems
ensure reliability of financial reporting, timely feedback on
achievement of operational and strategic goals, compliance with
applicable laws and regulations and that all assets and resources are
acquired economically, used efficiently and adequately protected.
RISK MANAGEMENT
In accordance with Clause 49 of the Listing Agreement, the Board has
approved the Risk Assessment and Minimization Policy to avoid events,
situations or circumstances which may lead to negative consequences on
the Company's businesses, and define a structured approach to manage
uncertainty and to make use of these in their decision making
pertaining to all business divisions and corporate functions. Key
business risks and their mitigation are considered in the business
plans and in periodic management reviews.
Some of the risks and threats that the company is exposed to are-
* Technological obsolescence
The company strongly believes that technological obsolescence is a
practical reality. Technological obsolescence is evaluated on a
continual basis. The use of technology is mainly concentrated in the
area of manufacturing of Medical and Industrial X-ray films. The
innovation and advancement in technology is concentrated on improving
the quality of the films, increasing the output by reducing the
time-lag involved and reducing the wastages.
* Fluctuations in Foreign Exchange
While our functional currency is the Indian rupee, we transact a
significant portion of our business in USD, Euro, Yen and other
currencies and accordingly face foreign currency exposure from our
sales in other countries and from our purchases from overseas suppliers
in U.S. dollars and other currencies and are exposed to substantial
risk on account of adverse currency movements in global foreign
exchange markets.
* Legal factors
Legal risk is the risk in which the Company is exposed to legal action.
As the Company is governed by various laws and the Company has to do
its business within four walls of law, where the Company is exposed to
legal risk exposure.
* HUMAN RESOURCES
The Company firmly believes in and has consistently practiced
progressive HR values. The Company inculcates the values of
transparency, professionalism and accountability in its operations to
generate long-term benefits for its shareholders, customers, employees
and society alike. At CIL, there is consistent emphasis on each
individual's sense of responsibility, while simultaneously as part of a
team. This results in our people's ability to work in perfect harmony
despite coming from different disciplines. As of 31st March 2015, the
number of employees on our payroll is 146.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
A. CONSERVATION OF ENERGY
The rules pertaining to conservation of energy, as per the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988, are not applicable to your Company.
B. TECHNOLOGY ABSORPTION
The particulars regarding absorption of technology is given below as
per Form B of the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988
1. RESEARCH AND DEVELOPMENT (R & D)
1. Specific Areas of R & D activities
The Research and Development activities of your Company are mainly
concentrated on quality enhancing of its products.
2. Benefits Derived as a result of the R & D activity
The Company has established itself in the market with a pan-India
network of customers.
3. Future Plan of Action
The Company endeavors to make continuous improvements to its product
quality.
4. Expenditure on R & D
The Company is using the existing facilities.
2. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION
1 Efforts Made
The Company makes continuous efforts towards improving the quality of
films, increase in productivity and improving its testing method.
2 Benefits Derived
The quality of the products has improved and productivity has increased
over the course of time.
3 Import of Technology
The Company presently uses Indian Technology and has notimported any
technology during the year.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
The Forex market conditions were volatile during the year gone by. The
fluctuations in the market were high due to depreciation of rupee
against the dollar. But your Company was able to manage the volatility
in a prudent manner due to which losses were minimized.
Sr.No Particulars Current Year Previous year
(Rs.) (Rs.)
1 Foreign Exchange Earnings 80,07,97 8,87,808
2 Foreign Exchange Outgo 704340346 11390557738
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Section 197 of the Companies Act, 2013
read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company is
provided in Annexure II forming part of this report.
DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION)
RULES, 2014.
The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year
under review has been marked as Annexure II.
WHISTLE BLOWER POLICY /VIGIL MECHANISM POLICY.
Pursuant to provisions of Section 177 of the Companies Act, 2013 and
Clause 49 of the Listing Agreement, the Board of Directors has adopted
a "Whistle Blower Policy/ Vigil Mechanism Policy" for directors and
employees of the Company.
Details of the policy are provided in the Corporate Governance Report,
which forms part of this Annual Report.
SEXUAL HARRASMENT POLICY
In accordance with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and rules made
thereunder, the Company has framed and adopted the a policy for
Prevention of Sexual Harassment at Workplace.
CORPORATE SOCIAL RESPONSIBILITY
The Provisions of Section 135 of Companies Act, 2013 is not applicable
to your Company.
EXTRACTOFANNUALRETURN
Extract of the Annual Return in form MGT-9 pursuant to Section 92(3) of
the Companies Act, 2013 for the financial year ended 31st March , 2015,
is provided in Annexure IV forming part of this report.
PARTICULARS OF LOANS, GUARANTEESOR INVESTMENTS BY COMPANY.
Details of Loans, Guarantees and Investments are provided in the notes
to Financial Statement.
OTHER DISCLOSURE
* No material changes and commitments which could affect the Company's
financial position have occurred between the end of the financial year
of the Company and date of this report.
* The Company is in receipt of order from Commissioner of Customs from
the Authority for payment of Special Additional Duty along with penalty
against exemption availed by the Company pursuant to Notification No.
45/2005 - Customs dated May 16, 2005.
The Company has filed an appeal against order with Customs, Excise &
Service Tax Appellate Tribunal, west zonal bench, Mumbai on 22.06.2015.
* No compliant received from any employee, pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and rules made thereunder.
HEALTH AND SAFETY MEASURES
The standards of health of workers and safety measures to be taken as
provided by the Factories Act, 1948 and the rules framed there under
have been maintained by your Company.
CAUTIONARY STATEMENT
Statements in this Board's Report and Management Discussion and
Analysis describing the Company's objectives, expectations or
predictions may be forward looking within the meaning of applicable
securities, laws and regulations. Actual results may differ materially
from those expressed in the statement. Important factors that could
influence the Company's operations include change in government
regulations, tax laws, economic & political developments within and
outside the country and such other factors.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to express the sincere
appreciation for the incredible support and overwhelming co- operation
from bank, financial institutions, customers, suppliers and all other
business associates of the Company.
Your Directors give their warm gratitude to the shareholders for their
faith in the Company. The directors also sincerely appreciate the
professionalism and dedication displayed by the employees of the
Company.
Date: 11th May, 2015
Place: Mumbai On behalf of the Board of Directors
Sd/- Sd/-
Anil Choksi Gaurav Choksi
MD WTD & CFO
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