Please find enclosed herewith the Annual Report along with the Form A of Cl1oksi Imaging Limited for the financial year ended March 31,2015.

Transcription

1 14 August, 2015 Corp. Off.: 4 Floor., C-wing, Classique Centre, Mahal Indl. Estate, Off. Mahakali Caves Road., Andheri (E) Mumbai INDIA. Tel.: Fax: Regd. Off.: D-10, Prasad Indl. Est., 2-66, Sativali, Vasai Kaman Rd., Vasai (E), Dist. Thane Tel: imaging@choksiworld.com Website: CIN:L24294MH1992PLC To, The Bombay Stock Exchange Limited Listing Department, P.J Towers, Dalal Street, Fort, Mumbai Scrip Code: Ref: Clause 31 of e Listing Agreement Sub: Annual Report for e financial year ended March 31, 2015 Dear Sir / Madam, Please find enclosed herewi e Annual Report along wi e Form A of Cl1oksi Imaging Limited for e financial year ended March 31,2015. Kindly acknowledge e receipt of e same. Thanking you. Yours faifully, For Choksi Imaging Limited Rishi Dave Company '-' =><-r.o+o:o' ~t< Encl: As Above

2 23rd ANNUAL REPORT

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4 TWENTY THIRD ANNUAL REPORT BOARD OF DIRECTORS Sharadchandra Pendse Anil V. Choksi Gaurav S. Choksi Naimish N. Choksi Samir K. Choksi Vikram V. Maniar Tushar M. Parikh Himanshu Kishnadwala Shamankamaniprakash Sagarkatte COMPANY SECRETARY RISHI M. DAVE Chairman Managing Director Whole Time Director Whole Time Director Whole Time Director Independent Director Independent Director Independent Director Independent Director BANKERS BANK OF BARODA AUDITORS PARIKH & AMIN ASSOCIATES Chartered Accountants 205, 2nd Floor, 'B' Wing, Abhinav Apt., Shraddhanand Rd, Vile Parle (E), Mumbai INTERNAL AUDITORS KARIA & SHAH 309, 3rd Floor, RajgirSadan, Opp. Sion Rly. Station, Laxmi Baug,Sion (W), Mumbai SHARE TRANSFER AGENT ADROIT CORPORATE SERVICES PVT. LTD. 19, Jaferbhoy Industrial Estate, Makwana Road, Marol Naka, Mumbai Tel.: / Fax: REGISTERED OFFICE D-10, Prasad Indl. Est., 2-66, Sativali, Vasai Kaman Road.,Vasai (E), Dist. Thane Tel: CORPORATE OFFICE 4 Floor., C-wing, Classique Centre,Mahal Indl. Estate, Off. Mahakali Caves Road., Andheri (E) Mumbai INDIA FACTORY Plot No. 10, Survey No. 121/P, Off. 66 K.V.A. Road, Amli, Silvassa (U.T.) GRIEVANCE REDRESSAL DIVISION compliance.officer@choksiworld.com WEBSITE

5 Financial Highlights 2 Notice of AGM 3 Directors Report 13 Management Discussions And Analysis 33 Corporate Governance Report 35 Declaration from MD 44 Certification by MD & Director 45 Auditors Certificate on Corporate Governance 46 Auditor Report 47 Balance Sheet 51 Notes on account 55 1

6 FINANCIAL HIGHLIGHTS Particular Gross Turnover Profit before tax (9.70) (641.01) Profit after tax (646.43) (after extraordinary / prior period items) Dividend (incl. Dividend tax and surcharge,if any) Net Wor Book value per share (`) Earnings per share (`) 1.08 (16.58) Dividend 5% - 5% 10% 15% 2

7 Notice is hereby given at e TWENTYTHIRD ANNUAL GENERAL MEETING of e MEMBERS of CHOKSI IMAGING LIMITED will be held on Saturday, 5 September, 2015 at 11.00am at Dara s Dhaba, W.E. Highway NO.8, Ghodbunder Road, Kashimira, Post Mira, Dist. Thane to transact e following business: ORDINARY BUSINESS st 1. To receive, consider and adopt e Audited Balance Sheet of e Company as on 31 March, 2015, e Profit and Loss Account and Cash Flow Statement for e year ended on at date and e Reports of e Directors and Auditors ereon. st 2. To declare dividend on equity shares for e financial year ended 31 March, To appoint a Director in place of Mr. Naimish Choksi, who retires by rotation and being eligible, offers himself for re-appointment. 4. To appoint a Director in place of Mr. Samir Choksi, who retires by rotation and being eligible, offers himself for re appointment. 5. Ratification of appointment of Statutory Auditors of e Company. To consider and if ought fit, to pass e following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to section 139 of Companies Act, 2013 and rules made ereunder, M/s. Parikh & Amin Associates, Chartered Accountants, Mumbai (Firm Registration No W) has been appointed as Statutory Auditors of e Company at e Annual general meeting held on 27 September, 2014, for consecutive term of 3 (ree) years, e consent of e members of e Company be and is hereby accorded for ratification of e said appointment. SPECIAL BUSINESS NOTICE 6. To consider and if ought fit, to pass e following resolution as a Special resolution RESOLVED THAT in accordance wi e provisions of Sections 196, 197 and 203 read wi Schedule V and all oer applicable provisions of e Companies Act, 2013 and e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment ereof for e time being in force), approval of e Company be and is hereby accorded to e re-appointment of Mr. Anil Choksi (DIN: ) as Managing Director of e Company, for a period of 1 ( o n e ) y e a r s w i t h e ff e c t f r o m st 1 September, 2015, on e terms and conditions including remuneration as set out in e Statement a n n e x e d to e Notice convening is Meeting, wi liberty to e Board of Directors (hereinafter referred to as e Board which term shall be deemed to include Nomination and Remuneration Committee of e Board) to alter and vary e terms and conditions of e said re-appointment and / or remuneration as it may deemed fit and as may be acceptable to Mr. Anil Choksi, subject to e same not exceeding e limits specified under Schedule V to e Companies Act, 2013 or any statutory modification(s) or re -enactment ereof; RESOLVED FURTHER THAT notwistanding anying contained in e terms of appointment, where in any financial year during e tenure of office, e Company has no profits, or its profits are inadequate, e remuneration payable to e Managing Director as salary, perquisites, and any oer allowances, shall be governed by, and be subject to e ceilings provided under schedule V of e Companies Act, 2013 or such oer limits as may be prescribed by e Government from time to time. RESOLVED FURTHER THAT e Board of Directors of e Company be and is hereby auorized, in e event of any statutory modification or of relaxation by e Central Government in Schedule V to e Companies Act, 2013, to vary or increase e remuneration including salary, perquisites, allowances etc. wiin such prescribed limits or ceiling wiout any furer reference to e members of e Company in General Meeting. RESOLVED FURTHER THAT e Board of Directors be and are hereby auorized to take all such steps as may be necessary, proper or expedient to give effect to is resolution. 3

8 7. To consider and if ought fit, to pass e following resolution as a Special resolution. RESOLVED THAT in accordance wi e provisions of Sections 196, 197 and 203 read wi Schedule V and all oer applicable provisions of e Companies Act, 2013 and e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment ereof for e time being in force), approval of e Company be and is hereby accorded to e re-appointment of Mr. Samir Choksi (DIN: ) as Whole-time Director of e Company, for a period of 3 (ree) years wi effect from st 1 September, 2015, on e terms and conditions including remuneration as set out in e Statement annexed to e Notice convening is Meeting, wi liberty to e Board of Directors (hereinafter referred to as e Board which term shall be deemed to include Nomination and Remuneration Committee of e Board) to alter and vary e terms and conditions of e said re-appointment and / or remuneration as it may deemed fit and as may be acceptable to Mr. Samir Choksi, subject to e same not exceeding e limits specified under Schedule V to e Companies Act, 2013 or any statutory modification(s) or re enactment ereof; RESOLVED FURTHER THAT notwistanding anying contained in e terms of appointment, where in any financial year during e tenure of office, e Company has no profits, or its profits are inadequate, e remuneration payable to e Whole Time Director as salary, perquisites, and any oer allowances, shall be governed by, and be subject to e ceilings provided under schedule V of e Companies Act, 2013 or such oer limits as may be prescribed by e Government from time to time.. RESOLVED FURTHER THAT e Board of Directors of e Company be and is hereby auorized, in e event of any statutory modification or of relaxation by e Central Government in Schedule V to e Companies Act, 2013, to vary or increase e remuneration including salary, perquisites,allowances etc. wiin such prescribed limits or ceiling wiout any furer reference to e members of e Company in General Meeting. RESOLVED FURTHER THAT e Board of Directors be and are hereby auorized to take all such steps as may be necessary, proper or expedient to give effect to is resolution. By order of Board of Directors Registered Office: - Choksi Imaging Limited (CIN:L24294MH1992PLC068852) D-10, Prasad Indl.Est., 2-66, Sativali, Vasai Kaman Rd., Vasai (E), Dist. Thane Place: Mumbai Date: 11 May, 2015 Sd/- Rishi Dave Company Secretary 4

9 NOTES 1 The Explanatory Statement, pursuant to Section 102 of e Companies Act, 2013 in respect of e business under Item Nos. 6 to 7 of e Notice, is annexed hereto. 2 A Member entitled to attend and vote at e Annual General Meeting (AGM) is entitled to appoint a proxy to attend and vote instead of himself. A proxy need not be a member of e company. The instrument appointing e proxy, in order to be effective, must be deposited at e Company's Registered Office, duly completed and signed, not less an forty-eight hours before e meeting. Proxies submitted on behalf of companies, s o c i e t i e s, partnership firms etc., must be supported by appropriate resolutions/auority, as applicable. A person can act as proxy on behalf of Members not exceeding fifty and holding in e aggregate not more an ten percent of e total share capital of e Company. In case a proxy is proposed to be appointed by a Member holding more an ten percent of e total share capital of e Company carrying voting rights, en such proxy shall not act as a proxy for any oer person or shareholder. No photo copy / scanned copy of e completed proxy form will be accepted. 3 In case of joint holders attending e Meeting, only such joint holder who is higher in e order of names will be entitled to vote. 4 Members are requested to bring eir attendance slip along wi eir copy of Annual Report to e Meeting. Additional copies of Annual Report will NOT be provided at e meeting to members. The Annual Report of e company circulated to e members of e Company is also available on e Company's website i.e. 5 Brief resume of Directors including ose proposed to be appointed / re-appointed, nature of eir expertise in specific functional areas, names of companies in which ey hold directorships an memberships/chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Clause 49 of e Listing Agreement wi e Stock Exchanges, forms part of is notice. 6 The Company has notified closure of Register of Members and Share Transfer Books from 29 August, 2015 to 5 September, 2015 (bo days inclusive). The Dividend, if declared at e meeting will be payable to ose share t holders whose names appear on register of members as on 28 h August Shareholders seeking any information wi regard to Accounts or on e Annual Report are requested to write to e Company at least one week before e meeting to enable e management to keep e information ready. 8 Members holding shares in electronic form are requested to intimate immediately any change in eir address or bank mandates to eir Depository Participants wi whom ey are maintaining eir demat accounts. Members holding shares in physical form are requested to advise any change in eir address or bank mandates immediately to e Company / RTA. Members are encouraged to use Electronic Clearing System (ECS) for receiving dividends. Shareholders who would like to avail ECS facility (if not done earlier) are requested to write to e Registrar & Share Transfer Agents of e Company for ECS Mandate form. 9 Pursuant to e provisions of Section 124 &125 of e Companies Act, 2013, e Company has transferred e unpaid or unclaimed dividends for e Financial years to e Investor Education and Protection Fund (e IEPF) established by e Central Government. The Company has uploaded e details of unpaid and unclaimed amounts lying wi e Company on e website of e Company ( Financial Year ended Date of declaration of Dividend Due date of Transfer

10 According to e provisions of e Act, shareholders are requested to note at no claim shall lie against e Company or said fund in respect of any amounts which were unclaimed and unpaid for a period of seven years from e date at ey first became due for payment and no payment shall be made in respect of any such claims. st Members who have not claimed eir dividends declared by e Company for e year ended 31 March, 2008 onwards are requested to write to e Company for obtaining duplicate warrants / demand drafts or for revalidating warrants/ demand drafts, before e balance gets transferred to e Investor Education and Protection Fund established by e Central Government under Section 125 of e Companies Act, The Securities and Exchange Board of India (SEBI) has mandated e submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, erefore, requested to submit eir PAN to eir Depository Participants wi whom ey are maintaining eir demat accounts. Members holding shares in physical form can submit eir PAN to e Company / RTA. 11 Non-Resident Indian Members are requested to inform RTA, immediately of: a) Change in eir residential status on return to India for permanent settlement. b) Particulars of eir bank account maintained in India wi complete name, branch, account type, account number and address of e bank wi pin code number, if not furnished earlier. 12 To support e 'Green Initiative', Members who have not registered eir addresses so far are requested to register eir address for receiving all communication including Annual Report, Notices, Circulars, etc. from e Company electronically. All members who are holding shares of e company in physical mode, are requested to register eir Ids. For registering your IDs, a form is attached wi report. Members holding shares in demat mode, who have not registered eir IDs wi DPs, are requested to register/update eir ids wi eir DPs. 13 Members are advised to avail of nomination facility in respect of shares held by em. Nomination forms can be obtained from e Secretarial Department of e Company and wi R & T Agent. 14 Pursuant to Section 108 of Companies Act, 2013, read wi Rule 20 of e Companies (Management and Administration) Rules, 2014, as amended from time to time, e Company is pleased to provide its members e facility rd of 'remote e-voting' (e-voting from place oer an venue of e AGM) to exercise eir right to vote at e 23 Annual General Meeting (AGM). The business may be transacted rough e-voting services rendered by Central Depository Services (India) Limited (CDSL). The facility for voting rough poll paper shall also be made available at e venue of rd e 23 AGM. The members attending e meeting, who have not already cast eir vote rough remote e-voting shall be able to exercise eir voting rights at e meeting. The members who have already cast eir vote rough remote e voting may attend e meeting but shall not be entitled to cast eir vote again at e AGM. The Company has appointed Ms. Nikita Pedhdiya, Nikita Pedhdiya & Associates, Practicing Company Secretary (CP No.: 14295) as e Scrutinizer for conducting e remote e-voting and e voting process at e AGM in a fair and transparent manner. By order of Board of Directors Registered Office: - Choksi Imaging Limited (CIN:L24294MH1992PLC068852) D-10, Prasad Indl.Est., 2-66, Sativali, Vasai Kaman Rd., Vasai (E), Dist. Thane Place: Mumbai Date: 11 May, 2015 Sd/- Rishi Dave Company Secretary 6

11 RD DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT IN 23 ANNUAL GENERAL MEETING (PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT) Name of Director Mr. Naimish Choksi Mr. Samir Choksi Date of Bir Date of First Appointment Qualification B. Com Graduate Diploma in Automobile Engineering Expertise Directorships held in oer public companies including private companies which are subsidiaries of public company (excluding foreign and private companies) Memberships/Chairmanships across all companies He is one of e Promoter Director and associated wi 42 years experience in e industry. NIL NIL Shareholding of Directors Relationship between Directors inter-se NIL He is one of e Promoter Director and associated wi e Photosensitised industry since e last 25 years and is having in-dep Knowledge of e industry. NIL NIL NIL EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, The following Statement sets out all material facts relating to e Special Business mentioned in e accompanying Notice: ITEM NO.6 Mr. Anil Choksi is associated wi e Company from incorporation of e Company. Mr. Anil Choksi was appointed as Managing Director of e Company vide passing shareholders resolution dated 8 August, 2012 for e period of 3 years from to The approval of members is being sought for appointment of Mr. Anil Choksi as Managing Director and payment of remuneration to him as set out in resolution no Duties and Powers: To manage e business and affairs of e Company subject to e superintendence, control and directions of e Board of Directors of e Company. He shall perform such duties and functions as would be commensurate wi his position as a Managing Director of e Company as may be delegated by e Board from time to time. 2. Tenure: 1 year from to Remuneration: Mr. Anil Choksi will be entitled to e following emoluments, benefits and perquisites subject to e ceiling limits laid down in Sections 197 and 198 of e Companies Act, 2013 read wi Schedule V of e Companies Act, 2013 or any amendment ereto: A) Salary: `1,00,000/- p.m. up to a ceiling of ` 3,50,000/- p.m. wi liberty to e Board of Directors to grant such increase as it may in its absolute discretion determine, provided at e salary does not exceed e ceiling stipulated under e provisions of e Companies Act,

12 B) Commission: At e rate 1% of e Net profit of e Company for each financial year, subject to e provisions of Companies Act, 2013 and approval of e Board of Directors and Committee ereof; C) Perquisites: Mr. Anil Choksi shall be entitled to e following perquisites, restricted to an amount equal to e annual salary, subject to e approval of e Nomination and Remuneration Committee and Board of Directors i.e. 1 House Rent Allowance: Not to Exceed 10% of e Salary. 2 Medical Reimbursement: Expenses incurred for e self and family subject to e ceiling of one Mon's salary in a year or ree mons' salary over a period of ree years. 3 Leave Travel Concession: For himself and his family, once in a year incurred in accordance wi e rules of e Company. 4 Club Fees: Subject to a maximum of two clubs excluding admission and life membership fees. 5 Personal Accident Insurance: Premium not to exceed ` 4,000/- per annum. Explanation: Family means spouse, dependent children and dependent parents. 6 Contribution to Provident Fund, Superannuation Fund or Annuity Fund will not be included in e computation of e ceiling on perquisites to e extent ese eier singly or put togeer are not taxable under e Income Tax Act. 7 Gratuity: Gratuity payable shall not exceed half a Mon's salary for each completed year of service. 8 Provision for use of Company's Car and telephone at residence will not be considered as perquisites. However personal long distance calls on telephone and use of car for private purpose shall be billed by e company to him. 9 Leave and leave encashment: Privilege leave of one mon for every 11 mons of service. Encashment of accumulated leave at e end of e tenure or earlier termination. Minimum Remuneration: Notwistanding absence or inadequacy of profits in any year during e tenure, e appointee shall be entitled to e above salary, perquisites, benefits and allowance as minimum remuneration subject to e limits laid down in schedule V of e Companies Act, 2013 from time to time. The appointment of Mr. Anil Choksi is in accordance wi e conditions specified in Part I and Part II of Schedule V of e Companies Act, ITEM NO.7 Mr. Samir Choksi was appointed as Whole Time Director of e Company vide passing shareholders resolution dated 8 August, 2012 for e period of 3 years from to The approval of members is being sought for appointment of Mr. Samir Choksi as Whole Time Director and payment of remuneration to him as set out in resolution no Duties and Powers: To manage e business and affairs of e Company subject to e superintendence, control and directions of e Board of Directors of e Company. He shall perform such duties and functions as would be commensurate wi his position as a Whole Time Director of e Company as may be delegated by e Board from time to time. 2. Tenure: 3 years from to Remuneration: Mr. Samir Choksi will be entitled to e following emoluments, benefits and perquisites subject to e ceiling limits laid down in Sections 197 and 198 of e Companies Act, 2013 read wi Schedule V of e Companies Act, 2013 or any amendment ereof. A) Salary: `1,00,000/- p.m. up to a ceiling of ` 3,50,000/- p.m. wi liberty to e Board of Directors to grant such increase as it may in its absolute discretion determine, provided at e salary does not exceed e ceiling stipulated under e provisions of e Companies Act, B) Commission: At e rate 1% of e Net profit of e Company for each financial year, subject to e provisions of Companies Act, 2013 and approval of e Board of Directors and Committee ereof. 8

13 C) Perquisites: Mr. Samir Choksi shall be entitled to e following perquisites, restricted to an amount equal to e annual salary, subject to e approval of e Nomination and Remuneration Committee and Board of Directors i.e. 1 House Rent Allowance: Not to Exceed 10% of e Salary. 2 Medical Reimbursement: Expenses incurred for e self and family subject to e ceiling of one Mon's salary in a year or ree mons' salary over a period of ree years. 3 Leave Travel Concession: For himself and his family, once in a year incurred in accordance wi e rules of e Company. 4 Club Fees: Subject to a maximum of two clubs excluding admission and life membership fees. 5 Personal Accident Insurance: Premium not to exceed `4,000/- per annum. Explanation: Family means spouse, dependent children and dependent parents. 6 Contribution to Provident Fund, Superannuation Fund or Annuity Fund will not be included in e computation of e ceiling on perquisites to e extent ese eier singly or put togeer are not taxable under e Income Tax Act. 7 Gratuity: Gratuity payable shall not exceed half a Mon's salary for each completed year of service. 8 Provision for use of Company's Car and telephone at residence will not be considered as perquisites. However personal long distance calls on telephone and use of car for private purpose shall be billed by e company to him. 9 Leave and leave encashment: Privilege leave of one mon for every 11 mons of service. Encashment of accumulated leave at e end of e tenure or earlier termination. Minimum Remuneration: Notwistanding absence or inadequacy of profits in any year during e tenure, e appointee shall be entitled to e above salary, perquisites, benefits and allowance as minimum remuneration subject to e limits laid down in schedule V of e Companies Act, 2013 from time to time. The appointment of Mr. Samir Choksi is in accordance wi e conditions specified in Part I and Part II of Schedule V of e Companies Act, Statement containing additional information as per Category (iv) of Part II of Section II of Schedule V of e Companies Act, 2013 for Item No. 6 to 7 1 GENERAL INFORMATION: (I) Nature of Industry Manufacturing of Photosenstised materials, Medical X-Ray and oer products of Healcare Industry. (ii) Date of commencement of commercial production Existing Company, already commenced in (iii) Financial performance based on given indicators: Particulars Sales Profit/Loss before Tax (9.70) (641.01) Profit/Loss after Tax 42.07* (646.43) Dividend on Equity % 5% - 5% * The profit after tax for e year is changed for e reason of adjustment of deferred tax, due change in Depreciation as per Companies Act, 2013, charged to retain earning of earlier year. (iv) Foreign investments or collaborations, if any: The Company has no foreign investment or collaboration. 9

14 INFORMATION ABOUT THE DIRECTORS Particulars Mr. Anil Choksi Mr. Samir Choksi Background Detail Mr. Anil Choksi is an Undergraduate. He is one of e promoter Director of e Company. Past Remuneration ` 1,25,000/-p.m. ` 1,25,000/-p.m. Recognition and Awards NIL NIL Job Profile, Suitability & Expertise Remuneration Proposed Comparative remuneration Profile wi respect to industry, size of e Company, profile of e position & Person P e c u n i a r y r e l a t i o n s h i p directly or indirectly wi e Company, or relationship wi e managerial personnel, if any - Date of Bir Date of First Appointment Qualification Relationship between Directors Inter-se He is associated wi e Photosensitized industry since e last 60 and is having in-dep knowledge of e industry ` 1,00,000/- p.m. up to e ceiling of ` 3,50,000/- wi auority to e Board or committee to fix remuneration wiin such limit. M r. A n i l C h o k s i i s M a n a g i n g Director of e Company. Mr. Sunil Choksi son of Mr. Anil Choksi is employed as President Marketing in e Company. 07/04/ /10/1932 Undergraduate NIL Mr. Samir Choksi holds Diploma in Automobile Engineering and one of e Promoter Director and is associated wi Photosensitised Industry since last 27 years Mr. Samir Choksi is holding e office of e Whole Time Director and He is responsible for general conduct and management of e business. `1,00,000/- p.m. up to e celling of ` 3,50,000/- wi auority to e Board or Committee to fix remuneration wiin such limit. Taking into consideration e size of e Company, eir individual profiles and e industry benchmarks, e remuneration proposed to be paid is commensurate wi e remuneration packages paid to similar senior level positions in oer Companies in e industry. Mr. Samir Choksi being Director of Hi-Tech Imaging Pvt. Ltd. has pecuniary relationship wi Company. 24/04/ /10/1932 Diploma in Automobile Engineering (a) Reason for inadequate profit: The Company is in business of manufacturing and trading of healcare products. Margin on e product has been reduced due to competition in e industry. (b) Steps taken or proposed to be taken for improvement: The Company is in e view to introduced new product in e market wi higher margin. Furer, e Company has cut down significantly on its expenses. (c) Expected increase in productivity and profit in measurable terms: The measures taken by management of e Company to reduce foreign exchange loss and favorable policies of government in heal sector, is expected to improve profits of e Company. The Special Resolutions as set out at Item No. 6 to 7 of e Notice is in e interest of e Company and e Board recommends e same for e approval of e members. Mr. Anil Choksi and Mr. Samir Choksi are interested in e resolutions set out respectively at Item Nos. 6 to 7 wi regard to eir respective resolution. Except Mr. Anil Choksi and Mr. Samir Choksi, none of e Directors and Key Managerial Personnel of e Company and eir relatives are concerned or interested in e resolution set out in item no. 6 to 7 of e Notice. This Explanatory Statement may also be regarded as a disclosure under Clause 49 of e Listing Agreement wi e Stock Exchange. NIL 10

15 On behalf of Board of Directors Registered Office: - Choksi Imaging Limited (CIN:L24294MH1992PLC068852) D-10, Prasad Indl.Est., 2-66, Sativali, Vasai Kaman Rd., Vasai (E), Dist. Thane Place: Mumbai Date: 11 May, 2015 Sd/- Rishi Dave Company Secretary THE INSTRUCTIONS FOR MEMBERS FOR VOTING ELECTRONICALLY ARE AS UNDER:- The instructions for shareholders voting electronically are as under: (I) (ii) nd The voting period begins on 2 September, 2015 at a.m. and ends on 4 September, 2015 at 5.00 p.m.. During is period shareholders' of e Company, holding shares eier in physical form or in dematerialized form, as on e cut-off date (record date) i.e. 29 August, 2015, may cast eir vote electronically. The e-voting module shall be disabled by CDSL for voting ereafter. Shareholders who have already voted prior to e meeting date would not be entitled to vote at e meeting venue. (iii) The shareholders should log on to e e-voting website (iv) Click on Shareholders. (v) Now Enter your User ID a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered wi e Company. vi) Next enter e Image Verification as displayed and Click on Login. (vii) If you are holding shares in demat form and had logged on to and voted on an earlier voting of any company, en your existing password is to be used. (viii) If you are a first time user follow e steps given below: For Members holding shares in Demat Form & Physical Form PAN* Dividend Bank Details OR Date of Bir (DOB) Enter your 10 digit alpha-numericpan issued by Income Tax Department (Applicable for bo demat shareholders as well as physical shareholders) Members who have not updated eir PAN wi e Company/Depository Participant are requested to use e first two letters of eir name and e 8 digits of e sequence number n e PAN field. In case e sequence number is less an 8 digits enter e applicable number of 0 s before e number after e first two characters of e name in CAPITAL letters. Eg. If your name is Ramesh Kumar wi sequence number 1 en enter RA in e PAN field. Enter e Dividend Bank Details or Date of Bir (in dd/mm/yyyy format) as recorded in your demat account or in e company records in order to login. If bo e details are not recorded wi e depository or company please enter e member id / folio number in e Dividend Bank details field as mentioned in instruction (v). 11

16 (ix) (x) (xi) (xii) After entering ese details appropriately, click on SUBMIT tab. Members holding shares in physical form will en directly reach e Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein ey are required to mandatorily enter eir login password in e new password field. Kindly note at is password is to be also used by e demat holders for voting for resolutions of any oer company on which ey are eligible to vote, provided at company opts for e-voting rough CDSL platform. It is strongly recommended not to share your password wiany oer person and take utmost care to keep your password confidential. For Members holding shares in physical form, e details can be used only for e-voting on e resolutions contained in is Notice. Click on e EVSN for e relevant <Company Name> on which you choose to vote. (xiii) On e voting page, you will see RESOLUTION DESCRIPTION and against e same e option YES/NO for voting. Select e option YES or NO as desired. The option YES implies at you assent to e Resolution and option NO implies at you dissent to e Resolution. (xiv) Click on e RESOLUTIONS FILE LINK if you wish to view e entire Resolution details. (xv) After selecting e resolution you have decided to vote on, click on SUBMIT. A confirmation box will be displayed. If you wish to confirm your vote, click on OK, else to change your vote, click on CANCEL and accordingly modify your vote. (xvi) Once you CONFIRM your vote on e resolution, you will not be allowed to modify your vote. (xvii) You can also take out print of e voting done by you by clicking on Click here to print option on e Voting page. (xviii) If Demat account holder has forgotten e login password en Enter e User ID and e image verification code and click on Forgot Password & enter e details as prompted by e system. (xix) Note for Non Individual Shareholders and Custodians (xx) Non-Individual shareholders (i.e. oer an Individuals, HUF, NRI etc.) and Custodian are required to log on to and register emselves as Corporates. A scanned copy of e Registration Form bearing e stamp and sign of e entity should be ed to helpdesk.evoting@cdslindia.com. After receiving e login details a compliance user should be created using e admin login and password. The Compliance user would be able to link e account(s) for which ey wish to vote on. The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of e accounts ey would be able to cast eir vote. A scanned copy of e Board Resolution and Power of Attorney (POA) which ey have issued in favour of e Custodian, if any, should be uploaded in PDF format in e system for e scrutinizer to verify e same. In case you have any queries or issues regarding e-voting, you may refer e Frequently Asked Questions ( FAQs ) and e-voting manual available at under help section or write an to helpdesk.evoting@cdslindia.com. 12

17 To, The Members, Choksi Imaging Limited rd Your Directors have pleasure in presenting e 23 Annual Report of e Company togeer wi e Audited Statement st of Accounts for e year ended 31 March, DIRECTORS REPORT FINANCIAL RESULTS st The Company's performance during e year ended 31 March,2015 as compared to e previous financial year, is summarized below: Particulars Total Revenue Profit/(Loss) Before Depreciation, Amortisation, Exceptional & Extraordinary Items and Tax (581.24) Less: Depreciation and Amortisation expense Profit/(Loss) Before Exceptional & Extraordinary Items And Tax (9.70) (641.01) Net Profit/(Loss) Before Tax (NPBT) (9.70) (641.01) Less: Tax expenses Add/(Less): Deferred tax 51.77* 3.76 Net Profit/(Loss) After Tax (NPAT) (646.43) Add: Surplus brought forward from previous year Amount available for Appropriations Less: Appropriations: Proposed Dividend Tax on Proposed Dividend General Reserve - - Balance carried forward to Balance Sheet * As at March 31, 2015, Deferred Tax Assets on carried forward Business Losses and Unabsorbed Depreciation have been recognized. FINANCES st The total long term borrowings of your Company as on 31 March, 2015, stood at NIL, Cash and Cash Equivalent stood at `66.66 lacs and total investments stood at NIL at e end of e year. OPERATIONS Your Company is engaged in e business of manufacturing of Photosensitised Materials for e Healcare Industry, mainly Medical X-Ray Films and supply of oer products to e Healcare Industry. The oer products of e Company include oer medical consumables and equipments. During e year under e review, your Company earned a total income of ` as against ` during e previous year. DIVIDEND Your Directors recommend dividend 5% (five per cent) i.e. `0.50/- (fifty paise) per share on fully paid-up Equity st Shares of `10/- each of e Company for e year ended 31 March, The proposed dividend, if approved, at e Annual General Meeting, will absorb a sum of `19.50 lacs and Dividend Tax of ` 3.99 lacs. TRANSFER TO RESERVES The Company has not transfer any amount to General Reserves. SHARE CAPITAL st The paid up Equity Share Capital as at 31 March, 2015 stood at ` 390 lacs. During e year under review, e Company has not st issued shares wi differential voting rights nor has granted any stock options or sweat equity. As on 31 March, 2015, none of e Directors of e Company hold instruments convertible into equity shares of e Company. 13

18 REVISION OF FINANCIAL STATEMENT There was no revision of e financial statements for e year under review. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES During e year under review, your Company did not have any subsidiary, associate and joint venture company. CORPORATE GOVERNANCE REPORT In compliance wi e provisions of Clause 49 of e Listing Agreement, a separate report on Corporate Governance along wi a certificate from e Auditors on its compliance, forms part of is 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 wi Clause 49 of e Listing Agreement, is presented in a separate section forming a part of e Annual Report. DIRECTORS AND KEY MANAGERIAL PERSONNEL? Cessation from Directorship: During e year, none of e Directors of e Company has resigned.? Director Retiring by Rotation: As per e provisions of Section 152 of e Companies Act, 2013, Mr. Naimish Choksi and Mr. Samir Choksi retire by rotation at e ensuing Annual General Meeting and being eligible, offer emselves for re-appointment. Your Directors recommend eir approval.? Appointment of Managing Directors: The Nomination & Remuneration Committee and e Board have approved e re-appointment of Mr. Anil Choksi as Managing Directors for e 1 year and appointment of Mr. Samir Choksi as Whole Time Director for period of 3 years w.e.f st 1 September, 2015, at a remuneration of `1,00,000/- (Rupees one lac only) per mon. Approval of e shareholders is sought for e same in e 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 e Company wi effect from 28 June, Mr. Rishi Dave was appointed as Key Managerial Persons designated as Company Secretary & Compliance Officer of e Company w.e.f. 9 August, 2014 in place of Mrs. Nikita Pedhdiya. BOARD EVALUATION Pursuant to e provisions of Companies Act, 2013 and Clause 49 of e Listing Agreement, e Board has carried out performance evaluation. The manner in which e evaluation has been carried out has been explained in Corporate Governance Report. DIRECTOR'S RESPONSIBILITY STATEMENT In terms of Section 134(5) of e Companies Act, 2013, in relation to e audited financial statements of e Company for st e year ended 31 March, 2015, e Board of Directors hereby confirms at: a. in e preparation of e annual accounts, e applicable accounting standards had been followed along wi proper explanation relating to material departures; b. such accounting policies have been selected and applied consistently and e Directors made judgments and estimates at are reasonable and prudent so as to give a true and fair view of e state of affairs of e st Company as at 31 March, 2015 and of e profit/loss of e Company for at year; c. proper and sufficient care was taken for e maintenance of adequate accounting records in accordance wi e provisions of is Act for safeguarding e assets of e Company and for preventing and detecting fraud and oer irregularities; 14

19 d. e annual accounts of e Company have been prepared on a going concern basis; e. internal financial controls have been laid down to be followed by e Company and at such internal financial controls are adequate and were operating effectively; f. proper systems have been devised to ensure compliance wi e provisions of all applicable laws and at such systems were adequate and operating effectively; DETAILS OF BOARD AND COMMITTEES MEETING: Board Meetings: Details of e Board meetings and attendance of e directors are provided in e Corporate Governance Report, which forms part of is Annual Report. Committees of e Board: Wi a view to have a more focused attention on business and for better governance and accountability, e Board has constituted e mandatory committees viz. Audit Committee, Stakeholders' Relationship Committee and Nomination and Remuneration Committee. The details wi respect to e compositions, roles, terms of reference, etc. of relevant committees are provided in e Corporate Governance Report of e Company, which forms part of is Annual Report. RELATED PARTY TRANSACTIONS: All contracts / arrangements / transactions entered by e Company during e financial year wi related parties are given in Annexure III in form AOC-2. Furer, during e year, e Company had not entered into any contract / arrangement /transaction wi related parties which could be considered material in accordance wi e policy of e Company on materiality of related party transactions. All related party transactions are placed before e Audit Committee and Board for approval. The details of e related party transactions as required under Accounting Standard - 18 are set out in Note to e financial statements forming part of is Annual Report. The Policy on Related Party Transactions as approved by e Board has been uploaded on e website of e Company. The web-link of e same has been provided in e Corporate Governance Report. DEPOSITS During e year , e Company has accepted e deposits only from directors of e Company which are exempt as per e provision of Section 73 of e Companies Act, 2013 read wi e Companies (Acceptance of Deposits) Rules, The declarations have been obtained from e Directors in terms of Rule 2(c) (viii) of e Companies (Acceptance of Deposits) Rules, Details of e deposits accepted from directors are provided in notes to financial statement. AUDITORS? Statutory Auditors: Pursuant to e provisions of Section 139 of e Companies Act, 2013 and e Companies (Audit and Auditors) Rules, 2014, M/s. Parikh & Amin, Chartered Accountants, e Statutory Auditors of e Company have been appointed for a term of 3 (ree) years w.e.f. 27 September, 2014, However, eir appointment as Statutory Auditors of e Company shall required to be ratified by e Members at e ensuing Annual General Meeting. The Company has received a confirmation from e Auditors at ey are not disqualified to act as e Auditors and are eligible to hold e office as Auditors of e Company. Necessary resolution for ratification of appointment of e Auditors is included in e Notice of AGM for seeking approval of members.? Secretarial Auditors: Provisions of Section 204 read wi rules made ereunder, Ms. Nikita Pedhdiya, Nikita Pedhdiya & Associates, Practicing Company Secretaries (C.P No ) had been appointed to undertake Secretarial Audit of e Company for e year The report of e Secretarial Auditor is annexed herewi as Annexure I and forms part of is Report. The said report does not contain any observation or qualification requiring explanation or comments from e Board under Section 134(3) of e Companies Act,

20 ? Internal Auditors: Pursuant to provisions of Section 138 read wi rules made ereunder, e Board has appointed Karia & Shah, Chartered Accountants, as an Internal Auditors of e Company to check e internal controls and functioning of e activities and recommend ways of improvement. The Internal Audit is carried out quarterly basis, e report is placed in e Audit Committee Meeting and e Board Meeting for eir consideration and direction. The Internal Financial Controls wi reference to financial statements as designed and implemented by e Company are adequate. During e year under review, no material or serious observation has been received from e Internal Auditors of e Company for inefficiency or inadequacy of such controls. AUDITORS' REPORT In e opinion of e directors, e notes to financial statement are self-explanatory and adequately explain e matters, which are dealt wiin e Auditors' Report. The said report does not contain any observation or qualification requiring explanation or comments. COST AUDITORS Provisions of Section 148 of e Companies Act, 2013 read wi Notifications/Circulars issued by e Ministry of Corporate Affairs from time to time, e requirement of appointment of Cost Auditor is not applicable to your Company. INTERNAL CONTROL SYSTEMS Adequate internal control systems commensurate wi e nature of e 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 wi applicable laws and regulations and at all assets and resources are acquired economically, used efficiently and adequately protected. RISK MANAGEMENT In accordance wi Clause 49 of e Listing Agreement, e Board has approved e Risk Assessment and Minimization Policy to avoid events, situations or circumstances which may lead to negative consequences on e Company's businesses, and define a structured approach to manage uncertainty and to make use of ese in eir decision making pertaining to all business divisions and corporate functions. Key business risks and eir mitigation are considered in e business plans and in periodic management reviews. Some of e risks and reats at e company is exposed to are- Technological obsolescence The company strongly believes at technological obsolescence is a practical reality. Technological obsolescence is evaluated on a continual basis. The use of technology is mainly concentrated in e area of manufacturing of Medical and Industrial X-ray films. The innovation and advancement in technology is concentrated on improving e quality of e films, increasing e output by reducing e time-lag involved and reducing e wastages. Fluctuations in Foreign Exchange While our functional currency is e Indian rupee, we transact a significant portion of our business in USD, Euro, Yen and oer currencies and accordingly face foreign currency exposure from our sales in oer countries and from our purchases from overseas suppliers in U.S. dollars and oer currencies and are exposed to substantial risk on account of adverse currency movements in global foreign exchange markets. Legal factors Legal risk is e risk in which e Company is exposed to legal action. As e Company is governed by various laws and e Company has to do its business wiin four walls of law, where e Company is exposed to legal risk exposure. HUMAN RESOURCES The Company firmly believes in and has consistently practiced progressive HR values. The Company inculcates e values of transparency, professionalism and accountability in its operations to generate long-term benefits for its shareholders, customers, employees and society alike. At CIL, ere 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 st work in perfect harmony despite coming from different disciplines. As of 31 March 2015, e number of employees on our payroll is

21 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO A. CONSERVATION OF ENERGY The rules pertaining to conservation of energy, as per e Companies (Disclosure of Particulars in e Report of e 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 e Companies (Disclosure of Particulars in e Report of Board of Directors) Rules, 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 The Company has established itself in e market wi a of e R & D activity 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 e existing facilities. 2. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION 1 Efforts Made The Company makes continuous efforts towards improving e quality of films, increase in productivity and improving its testing meod. 2 Benefits Derived The quality of e products has improved and productivity has increased over e course of time. 3 Import of Technology The Company presently uses Indian Technology and has notimported any technology during e year. C. FOREIGN EXCHANGE EARNINGS AND OUTGO The Forex market conditions were volatile during e year gone by. The fluctuations in e market were high due to depreciation of rupee against e dollar. But your Company was able to manage e volatility in a prudent manner due to which losses were minimized. Sr. No Particulars Current Year (`) Previous year (`) 1 Foreign Exchange Earnings 80,07,97 8,87,808 2 Foreign Exchange Outgo PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES The information required under Section 197 of e Companies Act, 2013 read wi Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of e Company is provided in Annexure II forming part of is report. DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, The ratio of e remuneration of each Director to e median remuneration of e employees of e Company for e financial year under review has been marked as Annexure II. 17