Choksi Imaging Ltd Directors Report

To,

The Members,

Choksi Imaging Limited

Your Directors are pleased to present the 32^nd Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended March 31, 2024.

INDUSTRY & BUSINESS OVERVIEW

Your Company was formed with the objective of manufacturing and trading of healthcare products, mainly Medical X-Ray Films and supply of other products to the Healthcare Industry. Presently, the Company is carrying on the business of processing of Jumbo Rolls of X-ray films by slitting and cutting it into various sizes of X-ray films as per the requirement of the customers on a job-work basis.

FINANCIAL STATEMENTS AND STATE OF AFFAIRS OF THE COMPANY

The Companys performance during the year ended March 31, 2024, as compared to the previous financial year, is summarized below:

(Rs. in lakh)

Particulars	2023-2024	2022-2023
Total Revenue	230.43	192.88
Profit/(Loss) Before Depreciation, Amortization, Exceptional & Extraordinary Items and Tax	(81.08)	(28.11)
Less: Depreciation and Amortization expense	16.40	16.33
Profit/(Loss) Before Exceptional & Extraordinary Items And Tax	(97.48)	(44.44)
Net Profit/(Loss) Before Tax (NPBT)	(97.48)	(44.44)
Less: Tax expenses	(51.80)	3.11
Net Profit/(Loss) After Tax (NPAT)	(45.68)	(47.54)
Amount available for appropriations	(45.68)	(47.54)

Except as disclosed in this report, there are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report. There were no material events that had an impact on the affairs of your Company. There is no change in the nature of your Companys business during the year under review.

FINANCES

The total long-term borrowings of your Company as on March 31, 2024 stood at NIL, Cash and Cash Equivalent stood at Rs.479.74 lakh and total investments is NIL at the end of the year.

OPERATIONS AND STATE OF COMPANYS AFFAIRS

As stated above, the Company was formed with the objective of manufacturing and trading of healthcare products, mainly Medical X-Ray Films and supply of other products to the Healthcare Industry. Presently, the Company is carrying on the business of processing of Jumbo Rolls of X-ray

films by slitting and cutting it into various sizes of X-ray films as per the requirement of the customers on a job-work basis. Post amalgamation of Choksi Asia Private Limited with Choksi Imaging Limited, the merged entity will undertake processing as well as selling of X-Ray films, Lead Screens, Chemicals, Radiation Shielding Materials, X-Ray Generator, Radiography Camera, Radioactive Sources, trading of other related accessories.

PERFORMANCE REVIEW

The turnover of the Company for the year 2023-2024, under review has increased to Rs.126.7 lakh from Rs.76.92 lakh for the year 2022-2023.

The Company has loss of Rs.45.68 lakh for the year 2023-2024 as compared to loss of Rs.47.54 lakh for 2022-2023.

DIVIDEND

The Board has not recommended any final dividend for the year 2023-2024.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and as per market capitalization, the Dividend Distributions policy is not applicable to the Company for the year 2023-2024.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to any of the reserves maintained by the Company.

SCHEME OF AMALGAMATION

The Board of Directors of the Choksi Imaging Limited (Transferee Company) and Choksi Asia Private Limited (Transferor Company) have approved in their board meeting held on March 22, 2023, the Scheme of Amalgamation (Scheme), between Choksi Asia Private Limited (Transferor Company) and Choksi Imaging Limited (Transferee Company) and their respective Shareholders and Creditors (if any), in respect of amalgamating the entire business of Choksi Asia Private Limited with Choksi Imaging Limited on a going concern basis.

Choksi Imaging Limited had made an application to BSE Limited on April 15, 2023, pursuant to Regulation 37 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Scheme of Amalgamation under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013. The Company has received Observation Letter from BSE Limited on October 4, 2023, with no adverse remark.

Thereafter, the Company had filed various applications to NCLT. The Honble NCLT had instructed to convey and conduct meeting of Equity shareholders of the Company on Tuesday, August 13, 2024. The Company has conducted the same and is in process to file a second motion application.

All disclosures and other documents pertaining to aforesaid amalgamation are available on the website of the Company. i.e. www.choksiworld.com.

SHARE CAPITAL

There was no change in the paid-up share capital during the year under review. The paid-up Equity Share Capital as of March 31, 2024, stood at Rs.390 lakh.

The Company does not have any outstanding paid-up preference share capital as on the date of this Report. During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants.

As on March 31, 2024, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company. There is no instance where the Company failed to implement any corporate action within the specified time limit.

FINANCIAL STATEMENTS

Your Company has consistently applied applicable accounting policies during the year under review. The Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses standalone financial results on a quarterly basis which are subjected to limited review and publishes standalone audited financial statements on an annual basis along with audit report. There were no revisions made to the financial statements during the year under review.

The Standalone Financial Statements of the Company are prepared in accordance with the applicable Indian Accounting Standards as issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, your Company did not have any Subsidiary, Material Subsidiary Associate and/or joint venture company.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 15 (2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not requiring to submit corporate governance report for the year 2023-2024.

A detailed Management Discussion and Analysis Report on Industry Structure and Developments, Operations, Performance, Business Outlook, Opportunities & Threats and Risks and Concerns, is presented in a separate section forming a part of the Annual Report as Annexure I.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Director Retiring by Rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Samir Choksi and Mr. Jay Choksi retire by rotation at the ensuing Annual General Meeting and being eligible, offered themselves for reappointment and as recommended by Nomination and Remuneration Committee for re-appointment. Your directors recommended their re-appointment.

The information pursuant to Regulations 36 (3) of SEBI Listing Regulations and Secretarial Standards-2 are disclosed in the Notice of AGM.

• Appointment or Re-appointment of Managing / Executive Directors.

During the year, the Company has not appointed or re-appointed any Executive Director/Managing Director or Whole time Director.

• Appointment/ Resignation of Independent Directors and declaration of independence.

During the year, the Company has regularized Mrs. Brijal Desai as an Independent Woman Director with effect from January 6, 2023 for the period of 3 (three) consecutive years.

As the term of Mr. Himanshu Kishnadwala and Mr. Tushar Parikh is ceasing in ensuing Annual General Meeting, the Company has appointed Mr. Krishnakumar Parikh as an independent Director of the Company w.e.f. September 1, 2024 for a period of 5 (five) consecutive years, subject to approval of Members of the Company.

In the opinion of the Board, the new independent Director fulfils the condition for appointment as an Independent Director on the Board. Further, in the opinion of the Board, he also possesses the attributes of integrity, expertise and experience as required under Rule 8 (5) (iiia) of the Companies (Accounts) Rules, 2014.

• Declaration by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act 2013, read with rules made thereunder, and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

In terms of Regulation 25(8) of the SEBI Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs. The Independent Directors who were required to clear the online proficiency self-assessment test have passed the test.

• Appointment/Resignation of Key Managerial Personnel

During the year no appointment of Key Managerial Person has been made by the Company nor any Key Managerial Person has resigned.

NOMINATION & REMUNERATION POLICY

The Board of Directors have framed a Nomination & Remuneration and Board Diversity policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel and Senior Management.

During the year under review, the Board of Directors has amended the said policy to align it with the provisions of SEBI Listing Regulations. The updated Nomination, Remuneration and Board Diversity Policy is available on the Companys website viz. https://www.choksiworld.com.

The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment and removal of Directors, Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors.

The Policy sets out a framework that assures fair and optimum remuneration to the Directors, Key Managerial Personnel, Senior Management Personnel such that the Companys business strategies, values, key priorities and goals are in harmony with their aspirations. The policy lays emphasis on the importance of diversity within the Board, encourages diversity of thought, experience, background, knowledge, ethnicity and perspective at the time of appointment.

The Nomination, Remuneration and Board Diversity policy is directed towards achievement of goals. It is aimed at attracting and retaining high caliber talent.

BOARD EVALUATION

Your Company believes that the process of performance evaluation at the Board level is pivotal to its Board engagement and effectiveness. The Nomination and Remuneration Policy of the Company empowers the Board to formulate a process for effective evaluation of the performance of individual directors, Committees of the Board and the Board as a whole pursuant to the provisions of the Act and Regulation 17 and Part D of Schedule II to the SEBI Listing Regulations.

The Board has carried out the annual performance evaluation of its own performance, Committees of the Board, Chairperson and each Director individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

The Independent Directors of the Company met during the financial year 2023-2024, without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole; review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the

Independent Directors was carried out by the entire Board.

The Directors expressed their satisfaction with the evaluation process. Dedicated time was reserved for Board feedback on the agenda. Board interaction between meetings was stepped up through calls with individual Directors on various topics.

DIRECTORS 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 March 31, 2024, the Audit committee and Board of Directors hereby confirms that:

a. In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have 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 Companies Act, 2013 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;

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. And

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.

DETAILS OF BOARD AND COMMITTEES COMPOSITION AND MEETINGS

• Board Meetings

The Board meets at regular intervals, inter-alia, to discuss and decide on the Companys performance and strategies. During the financial year under review, the Board met 4 (Four) times on May 29, 2023, August 14, 2023, November 7, 2023 and February 3, 2024. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and all recommendations made to it by its various committees.

Composition of Board of Directors;

Sr. No.	Name	Designation
1.	Mr. Himanshu Kishnadwala	Independent Director
2.	Mr. Tushar Parikh	Independent Director
3.	Mrs. Brijal Desai	Independent Director
4.	Mr. Samir Choksi	Managing Director
5.	Mr. Jay Choksi	Whole time Director and CFO
6.	Mr. Krishnakumar Parikh	Independent Director (w.e.f. September 1, 2024)

• 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 committees viz. Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee.

The Board has accepted and executed all recommendation given by Audit Committee & other Committees of the Board.

Composition of Committees;

Sr. No.	Name	Audit Committee	Nomination & Remuneration Committee	Stakeholders Relationship Committee
1.	Mr. Himanshu Kishnadwala	Chairman	Member	Chairman
2.	Mr. Tushar Parikh	Member	Chairman	Member
3.	Mrs. Brijal Desai	-	Member	-
4.	Mr. Samir Choksi	Member	-	Member
5.	Mr. Jay Choksi	-	-	-

AUDIT COMMITTEE

The Audit Committee met four times during the financial year 2023-24 on May 29, 2023, August 14,

2023, November 7, 2023 and February 3, 2024. The necessary quorum was present for all Meetings. The Chairperson of the Audit Committee was present at the last Annual General Meeting of the Company. The Managing Director, Chief Financial Officer, Internal Auditors, Statutory Auditors and other Senior Managers attended the Audit Committee Meetings as invitees. The Company Secretary acts as the Secretary to the Audit Committee.

Terms of Reference

Terms of reference are in compliance with the requirements under Section 177 of the Companies Act, 2013 and of Regulation 18 of the SEBI Listing Regulations. The terms of reference of the Audit Committee, inter alia, include:

1. Overseeing Companys financial reporting process;

2. Reviewing with the management, the annual financial statements and auditors report thereon before submission to the board for approval;

3. Recommendation for appointment, re-appointment, remuneration and terms of appointment of Statutory and Internal auditors of the Company;

4. Reviewing the adequacy of internal audit function, discussion with internal auditors of any significant findings and follow up there on;

5. Evaluation of internal financial controls and risk management systems;

6. Approval of appointment of Chief Financial Officer;

7. Approval or any subsequent modification of transactions of the Company with related parties. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the provisions of Regulation 19 of the SEBI Listing Regulation.

The Committee met two times during the financial year 2023-24 on May 29, 2023 and February 3,

2024. The necessary quorum was present for all Meetings. The Chairperson of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company. The Company Secretary acts as the Secretary to the Committee. The Nomination and Remuneration Policy has been disclosed on website of the Company.

Terms of Reference

The terms of reference of Nomination and Remuneration Committee are in compliance with the requirements under Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations.

The terms of reference of the Nomination and Remuneration Committee, inter alia, include:

1. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board the appointment or removal of such persons;

2. To formulate criteria for evaluation of Board, its committees, individual directors and Chairperson;

3. To carry out evaluation of Board, its committees, individual directors and Chairperson;

4. To devise a policy on Board Diversity;

5. To review and approve the Nomination & Remuneration Policy of the Company;

6. To review, recommend and/ or approve remuneration to Directors, KMP and Senior Management;

7. Oversight of the familiarization programme of Directors.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the provisions of Regulation 20 of the SEBI Listing Regulation.

The Committee met once during the financial year 2023-24 on May 29, 2023. The necessary quorum was present for all Meetings. The Chairperson of the Stakeholders Relationship Committee was present at the last Annual General Meeting of the Company. The Company Secretary acts as the Secretary to the Committee

Terms of Reference

The terms of reference of Stakeholders Relationship Committee are in compliance with the requirements under Section 178 of the Act and Regulation 20 of the SEBI Listing Regulations. The terms of reference of the Stakeholders Relationship Committee, inter alia, include:

1. Resolving the grievances of the security holders of the Company;

2. Reviewing of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/statutory notices by the shareholders of the Company;

3. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent;

4. To deal with all matters relating to issue of duplicate share certificate, transmission of securities etc. RELATED PARTY TRANSCATIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties are given in Annexure II in form AOC-2. Except as provided in AOC-2, There were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel of the Company.

Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Further, the details of the related party transactions as required under Accounting Standard - 24 are set out in Note to the financial statements forming part of this Annual Report.

None of the Directors have any pecuniary relationship or transactions vis-a-vis the Company except remuneration, profit-based commission, professional and sitting fee, if any.

The Policy on Related Party Transactions as approved by the Board has been uploaded on the website of the Company i.e www.choksiworld.com.

DEPOSITS

During the year under review, the Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as Deposits in terms of

Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

AUDITORS AND THEIR REPORTS

• Appointment of Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Audit Committee and Board of Directors of the Company had reappointed M/s. Karia & Shah, Chartered Accountants (FRN: 112203W), as a Statutory Auditors of the Company for second term of five years from conclusion of 30^th Annual General Meeting till conclusion of 35^th Annual General Meeting of the Company to be held in the year 2027 at a remuneration of Rs.1,50,000 (Rupee One Lakh Fifty Thousand only) excluding out of pocket expenses. 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.

Statutory Auditors Report

The Statutory Auditors Report forms part of the Annual Report. The Statutory Auditors report does not contain any qualification, reservation or adverse remark for the year under review. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

• Appointment of Secretarial Auditors

Pursuant to provisions of Section 204 read with rules made thereunder, Mrs. Nikita Pedhdiya, Nikita Pedhdiya & Associates, Practicing Company Secretaries (C.P No. 14295) had been reappointed to undertake Secretarial Audit of the Company for the year 2023-2024.

Secretarial Audit Report

The report of the Secretarial Auditor is annexed herewith as Annexure III.

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.

Annual Secretarial Compliance Report

In accordance with Regulation 24A of the of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Secretarial Compliance Report for the financial year 20232024 on compliance of all applicable SEBI Regulations and circulars/ guidelines is not applicable to the Company.

• Internal Auditors

Pursuant to provisions of Section 138 read with rules made thereunder, the Board had reappointed R. S. Bindra & Co., Chartered Accountants, (Membership No. 049684), as an Internal Auditors of the Company for the period 2023-2024 to check the internal controls and functioning of the activities and recommend ways of improvement. The half-yearly internal audit reports were 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.

• Cost Auditors

As per 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 & FINANCIAL REPORTING SYSTEMS

Internal Financial Control and Risk Management are integral to the Companys strategy and for the achievement of the long-term goals. A companys success as an organization depends on its ability to identify and leverage the opportunities while managing the risks. In the opinion of the Board, the Company has robust internal financial controls which are adequate and effective during the year under review.

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is strong and commensurate with its size, scale and complexities of operations.

R. S. Bindra & Co., Chartered Accountants were the internal auditors of the Company for the FY 202324. Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high-risk areas. Critical functions are reviewed rigorously, and the reports are shared with the Management for timely corrective actions, if any.

The major focus of internal audit is to review business risks, test and review controls, assess business processes besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and are also apprised of the internal audit findings and corrective actions. The Audit Committee suggests improvements and utilizes the reports generated from a Management Information System integral to the control mechanism. The Audit Committee of the Board of Directors, Statutory Auditors and Executive Management are periodically apprised of the internal audit findings and corrective actions.

Risk management is embedded within the Companys operating framework and the Company has a well-defined, internal financial control structure. During the year under review, these controls were evaluated and no material weaknesses were observed in their design or operations.

REPORTING UNDER NFRA

During the year 2023-2024, the reporting under National Reporting Financial Authority is not applicable to the Company.

RISK MANAGEMENT

In accordance with Section 134 of the Companies Act, 2013, the Company has in place a system for

risk assessment and minimization to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses and define a structured approach to manage uncertainty. Key business risks and their mitigation are considered in the business plans and in periodic management reviews.

The Constitution of Risk Management Policy and Committee is not applicable to your Company. 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 innovation and advancement in technology is concentrated on improving the processing 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 non-significant portion of our business in USD. The Company has made appropriate provision considering 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 regards its human resources as amongst its most valuable assets and proactively reviews policies and processes by creating a work environment that encourages initiative, provides challenges and opportunities and recognizes the performance and potential of its employees.

At Choksi Imaging Limited, there is consistent emphasis on each individuals sense of responsibility, while simultaneously working as a part of a team. This results in our peoples ability to work in perfect harmony despite coming from different disciplines. As of March 31, 2024, the number of employees on our payroll was 4.

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

(A) Conservation of energy

(i) The steps taken or impact on conservation of energy;

We had replaced Voltas Air Condition Plant which was having rotary compressors with Bluestar Scroll compressor-based plant. This has resulted in 25% saving in energy consumption.

(ii) The steps taken by the company for utilizing alternate sources of energy.

The Company is finding ways for utilizing alternate sources of energy.

(iii) The capital investment on energy conservation equipments.

N.A.

(B) Technology absorption.

(i) the efforts made towards technology absorption.

During the year, the Company has not absorbed or imported any technologies.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution.

N.A.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

N.A.

(iv) the expenditure incurred on Research and Development.

N.A.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Sr. No.	Particulars	Current year (Rs. In Lakh)	Previous Year (Rs. In Lakh)
1.	Foreign Exchange Earnings	0.00	0.00
2.	Foreign Exchange Outgo	0.00	0.00

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 IV forming part of this report.

The details of top ten employee and details of employee as per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not form part of aforesaid report. Any member interested in obtaining a copy of the same may write to the Company Secretary at rishi.dave@choksiworld.com

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself/herself or along with his/her spouse and dependent children) more than two percent of the Equity Shares of the Company.

REMUNERATION TO THE DIRECTORS

All executive Directors of the Company have waived off their remuneration w.e.f. August 2017. The Criteria for making payments to non-executive directors has been disclosed on website at www.choksiworld.com.

CODE OF CONDUCT

The Board has adopted code of conduct for Directors and senior management of the Company. The code of conduct is available on the website of the Company. The Company has received declaration of compliance with the Code of Conduct from all Directors and senior management. The Declaration by Managing Director affirming compliance of the Board of Directors and senior management to the code of conduct is appended to this Report.

WHISTLE BLOWER POLICY /VIGIL MECHANISM POLICY

Your Company is focused to ensure that ethics continue to be the bedrock of its corporate operations. It is committed to conducting its business in accordance with the highest standards of professionalism and ethical conduct in line with the best governance practices.

The Company has a Whistle blower Policy in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the SEBI Listing Regulations. During the year under review, the policy was modified to make it more comprehensive and adequate to deal with issues and to align it with current market practices.

The Policy provides adequate protection to the Directors, employees and business associates who report unethical practices and irregularities. The Policy provides details for access to the Chairman of the Audit Committee.

Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy. The Whistle Blower Policy has been appropriately communicated within the Company across all levels and is available on the website of the Company at www.choksiworld.com. The Company affirms that no personnel has been denied access to the Audit Committee. During the year, the Company has not received any complaint under whistle blower mechanism.

SEXUAL HARASSMENT POLICY

In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has been posted on the notice board of the Company for information of all employees. An Internal Complaints Committee (ICC) has been set up in compliance with the POSH Act. During the year under review, no complaints were reported to the Board.

DECLARATION SIGNED BY THE CHIEF EXECUTIVE OFFICER AND MANAGING DIRECTOR

The certification by the Managing Director and Chief Financial Officer of the Company, in compliance of Regulation 17(8) read with Part B, Schedule II of the SEBI Listing Regulations, is annexed herewith as a part of the report.

SECRETARIAL STANDARDS

During the year, the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility are not applicable to your Company for the year 2023-24.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circulars issued from time to time, the Business Responsibility and Sustainability Reporting for the financial year ended March 31, 2024, is not applicable to the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company in Form MGT-7 for FY 2023-24 has been placed on the Companys website.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

The particulars of Loans, Guarantees, and Investments, if any have been disclosed in the Financial Statements read together with Notes annexed to and forming an integral part of the Financial Statements.

OTHER DISCLOSURE

• During the year 2023-2024, the Company had received several requests from persons in promoter and promoter group of the Company to re-classify themselves from Promoter and Promoter group to public category. The detailed disclosures on reclassifications are available on BSE portal and website of the Company. The reclassification application has been approved by BSE Limited on August 9, 2024. The company has also received request for reclassification from Mrs. Yamini Choksi on July 1,2024.

• The Company had received 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 May 25, 2015.

• There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company, during the year.

• Except mentioned above, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

AWARDS AND ACCOLADES

During the year, the Company has not received any Award.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

As per regulation 34(3) read with Schedule V of the SEBI Listing Regulations, no shares of the Company are lying in the suspense account.

DETAILS OF UNCLAIMED AND UNPAID DIVIDENDS AND TRANSFER OF SHARES TO IEPF

In accordance with Section 125 of the Companies Act, 2013 read with the IEPF rules made thereunder, the amounts of dividend that remain unpaid or unclaimed for a period of seven years will be transferred to the Investor Education and Protection Fund (IEPF) established by the Central

Government. Members can claim the unclaimed dividend from the Company before transfer to the IEPF by making their claim to the Company or by contacting the Registrar and Transfer Agent.

Further, in terms of Section 124(6) of the Companies Act, 2013, read with the IEPF rules made thereunder, all the shares in respect of which dividend has remained unpaid/unclaimed for seven consecutive years or more from the date of transfer to the unpaid dividend account are required to be transferred to the demat account of the IEPF. Members are informed that in terms of the provisions of Section 124 of the Companies Act, 2013, once unclaimed dividend and shares are transferred to IEPF, no claim shall lie against the Company in respect thereof. However, members may apply for the same with the IEPF authority by making an application in the prescribed web Form No. IEPF-5. Accordingly, all the shares in respect of which dividends were declared upto the financial year ended 2015-16 and remained unclaimed for a continuous period of seven years have been transferred to the demat account of IEPF. The details of unpaid/ unclaimed dividend and equity shares so transferred are uploaded on the website of the Company at www.choksiworld.com as well as that of the Ministry of Corporate Affairs, Government of India at http:// www.mca.gov.in

HEALTH AND SAFETY MEASURES

The standards of health of workers and safety measures has been taken into consideration as required by the Factories Act, 1948 and the rules framed there under have been maintained by your Company.

CAUTIONARY STATEMENT

Statements in this Boards Report and annexures, Management Discussion and Analysis Report describing the Companys 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 Companys operations include change in government regulations, tax laws, economic & political developments within and outside the country.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors wish to thank all the employees of the Company for their dedicated service during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, business partners and other stakeholders.

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.

Sd/-	Sd/-
Samir Choksi	Jay Choksi
DIN:00049416	DIN:07151509

 

Date: August 14, 2024	For and on behalf of the Board of Directors
Place: Mumbai	Choksi Imaging Limited (CIN: L24294MH1992PLC388063)