Dear Members,
Your Directors are presenting the 30th Annual Report on the business and
operations of the Company together with the Audited Financial Statements for the year
ended March 31, 2023.
1. FINANCIAL SUMMARY/HIGHLIGHTS
The summarized financial result for the year areas under:
(Rs. In lakhs)
Particulars |
F.Y.2022-23 |
F.Y.2021-22 |
| Total Revenue (Including other operating revenue) |
3465.76 |
3016.17 |
| Profit/(Loss) before Tax (PBT) |
146.56 |
36.70 |
| Exceptional Items |
225.58 |
0.00 |
| Less: a) Current Tax |
0.00 |
0.00 |
| b) Deferred Tax |
51.14 |
16.00 |
| Net Profit/ (Loss) for the period |
321.00 |
20.70 |
| Other Comprehensive Income |
0.33 |
(5.05) |
| Total Comprehensive Income |
321.33 |
15.64 |
| Basic & Diluted EPS per equity share of face value Rs. 10 each (in
Rs.) |
4.61 |
0.30 |
| Equity shares of face value of Rs. 10 each (In Rs.) |
696.53 |
696.53 |
2. COMPANYS PERFORMANCE REVIEW
In financial year 2022-23 we have generated the revenue of Rs. 3465.76 lakhs as
compared to Rs. 3016.17 lakhs in the previous year. The Net profit before Tax for the year
under review has amounted to Rs.146.56 lakhs as compared to previous year profit of
Rs.36.70 lakhs, the exceptional Items amounting to Rs. 225.58 lakhs (previous year NIL),
towards sale of land at Indore, and Net profit after tax for the year is Rs. 321.33 lakhs
as compared to previous year profit of Rs. 15.64 lakhs.
3. ANNUAL RETURN
Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return is available on the website of the Company
on the following link (http://www.choksilab.com)
4. DIVIDEND
In view of requirement of funds for the operations of the Company, no dividend is
recommended for the financial year ending 31st March 2023
5. PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS BOARD EVALUATION
Pursuant to the provisions of the Act and the Listing Regulations, a structured
questionnaire was prepared after taking into consideration the various aspects of the
Boards functioning, composition of the Board and its Committees, culture, execution and
performance of specific duties, obligations and governance.
The performance evaluation of the Directors was completed during the year under review.
The performance evaluation of the Chairman and the Non-Independent Directors was carried
out by the Independent Directors and Non-Executive Director. The Board of Directors
expressed their satisfaction with the evaluation process.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis forms an integral part of this Report (Annexure
I) and gives detail of the overall industry structure, developments, performance and
state of affairs of the Companys various businesses viz., the decorative business
international operations, industrial and home improvement business, internal controls and
their adequacy, risk management systems and other material developments during the
financial year.
7. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, which affect the financial
position of the company which have occurred between the end of the financial year to which
the financial statements relate and the date of this Report. "There have been no
material changes and commitments affecting the financial position of the Company between
the end of the financial year and date of this report.
8. CHANGE IN THE NATURE OF BUSINESS IF ANY.
There was no change in the nature of business of the Company during the Financial Year
ended 31 March 2023.
9. FOREIGN EXCHANGE EARNINGS & OUTGO
Foreign Exchange outgo: Rs. 7.60 Lakhs
Foreign Exchange Earnings: Rs. 121.58 Lakhs
10. GOVERNANCE AND ETHICS
a. Corporate Governance
Corporate Governance is an ethically driven business process that is committed to
values aimed at enhancing an organizations brand and reputation. The Companies Act, 2013
and amended SEBI (Listing obligation and Disclosure Requirements) Regulation 2015 have
strengthened the governance regime in the country. The Company is in compliance with the
governance requirements provided under the new law and had proactively adopted many
provisions of the new law, ahead of time. The Company is committed to maintain the highest
standards of corporate governance and adhere to the corporate governance requirements set
out by SEBI. Integrity and transparency are keys to our corporate governance practices to
ensure that we gain and retain the trust to four stakeholders at all the times.
A separate report on Corporate Governance (Annexure II) is provided together
with a Certificate from the practicing Company Secretary regarding compliance of
conditions of Corporate Governance as stipulated SEBI (Listing obligation and Disclosure
Requirements) Regulation 2015 (Annexure III) A Certificate of the MD and CFO of the
Company, inter alia, confirming the correctness of the financial statements and cash flow
statements, adequacy of the internal control measures and reporting of matters to the
Audit Committee, is also annexed.(Annexure IV).
b. Directors & Key Managerial Personnel Appointments: Director
Re-appointments : In accordance with the Articles of Association of the Company and
Section 152 of The Companies Act, 2013, Mr. Vyangesh Choksi (DIN: 00154926), Whole-Time
Director is due to retire by rotation at the ensuing Annual General Meeting and being
eligible, offer himself for re-appointment. Mr. Vyangesh Choksi is liable to retire by
rotation.
? Mr. Mayank Pandey (DIN: 00039170) has resigned from the Post of Independent Director
of the Company w.e.f. 09.07.2022.and Mr. Raghmendra Singh (DIN: 08459665) was appointed as
Independent Director of the Company w.e.f. August 13, 2022.
? Ms. Himika Choksi (DIN: 00155007) was reappointed as Whole Time Director by the
board of Directors of the Company at the AGM held in the year of 2022.
? The Term of Mr. Ratnesh Sadoriya (DIN: 08146570) as an Independent Director has
completed w.e.f.30.05.2023.
? After the completion of Financial Year 2022-23, Mrs. Meenaxi Patidar (DIN: 10206356)
was appointed as Independent Director of the Company w.e.f. July 05 2023and who holds
office up to the date of this Annual General Meeting and who is eligible for appointment.
The Company has received disclosures from all the directors and none of the directors
has been disqualified as stipulated under Section 164 of the Companies Act, 2013 and rules
made there under.
c. Number of Meetings of Board of Directors
The Board of Directors met Six (6) times during the Financial Year under review viz. 28
May 2022, 13 August, 2022, 12 November 2022, 12 December 2022, 12 January 2023, and 13
February 2023. The maximum gap between any 2 meetings did not exceed 120 days.
d. Independent Directors and their Meeting
Your Company has received annual declarations from all the Independent Directors of the
Company confirming that they meet with the criteria of Independence provided in Section
149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in
the circumstances which may affect their status as Independent Director during the year.
The Independent Directors met on 28th May 2022 without the attendance of Non
Independent Directors and members of the Management. The Independent Directors reviewed
the performance of Non Independent Directors and the Board as a whole; the performance of
the Chairman of the Company, taking into account the views of Executive Directors and Non
Executive Directors and assessed the quality, quantity and timeliness of flow of
information between the Company Management and the Board that is necessary for the Board
to effectively and reasonably perform their duties.
e. Secretarial Standards
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating
to Meetings of the Board of Directors and General Meetings, respectively, have been
duly followed by the Company.
f. Audit Committee & Composition
The Audit Committee comprises Independent Directors namely Mr. Sudharshan Shastri
(Chairman), Mr. Ratnesh Sadoriya (Member), Mr. N.K. Mani (Member). During the year all
recommendations made by the Audit Committee were accepted by the Board.
In the Board Meeting held on 05 of July, 2023 Mrs.Meenaxi Patidar Independent Director
of the Company became the member of the Committee in place of Mr. Ratnesh Sadoriya and the
fresh Composition of the Committee is hereunder:
S.No. Name of the Director |
Position |
| 1 Sudarshan Shastri |
Chairman |
| 2 Meenaxi Patidar |
Member |
| 3 N. K. Mani |
Member |
g. Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises Independent Directors namely Mr.
Sudarshan Shastri, Mr. Raghmendra Singh and Mr. N.K. Mani during the year all
recommendations made by the Nomination and Remuneration Committee were accepted by the
Board.
The Composition of the Committee is as follows:
S.No. Name of the Director |
Position |
| 1 Sudarshan Shastri |
Chairman |
| 2 Raghmendra Singh |
Member |
| 3 N. K. Mani |
Member |
h. Stakeholder Relationship Committee
The Stakeholder Relationship Committee comprises Independent Directors namely Mr,
Sudarshan Shastri (Chiarman) Mr, Ratnesh Sadoriya (Member), Mr, N. K. Mani (Member).
During the Year all recommendation made by the Stakeholder Relationship Committee were
accepted by the Board.
In the Board Meeting held on 05th of July, 2023 Mrs.Meenaxi Patidar, Independent
Director of the Company became the member of the Committee in place of Mr. Ratnesh
Sadoriya and the fresh Composition of the Committee is hereunder:
S.No. Name of the Director |
Position |
| 1 Sudarshan Shastri |
Chairman |
| 2 Meenaxi Patidar |
Member |
| 3 N. K. Mani |
Member |
i. Contracts and Arrangements with Related Parties
All Related Party Transactions, which are foreseen and repetitive in nature, are placed
before the Audit Committee on a yearly basis for obtaining prior omnibus approval of the
committee. The transactions entered into pursuant to the omnibus approval are placed
before the Audit Committee for review and approval on quarterly basis.
During the financial year 2022-23, there were no transactions with related parties
which qualify as material transactions under SEBI (Listing obligation and Disclosure
Requirements) Regulation 2015 and the Companies Act.
In line with the requirements of the Companies Act, 2013 and Equity SEBI (Listing
obligation and Disclosure Requirements) Regulation 2015, the Company has formulated a
Policy on Related Party Transactions which is also available on Companys website at
http://www.choksilab.com/Downloads. The Policy intends to ensure that proper reporting;
approval and disclosure processes are in place for all transactions between the Company
and Related Parties.
11. PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act, 2013 read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The statement containing particulars of employees as required under Section 197 of the
Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 134
and 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members
and others entitled there to, excluding the information on employees particulars which is
available for inspection by the members at the Registered Office of the Company during
business hours on working days of the Company. If any member is interested in obtaining a
copy thereof, such Member may write to the Company Secretary in this regard.
Your Companys mission envisages a strong sense of commitment to work by being a caring
pharmaceutical company, which will continuously strive to enhance health through quality
Service. Your Company aims at consistently providing service that meet customer needs as
well as national and international regulatory requirements, as may be applicable. Your
Company has been steadily raising the bar, setting higher goals for incremental
performance and enlarging the scope of its initiatives. The environmental policy of your
Company emphasizes being a caring Company, which shall protect and promote the environment
by complying with applicable environmental regulations and preventing pollution in all its
operations.
12. INTERNAL FINANCIAL CONTROL
According to Section 134(5) (e) of the Companies Act, 2013 the term Internal Financial
Control (IFC) means the policies and procedures adopted by the company for ensuring the
and efficient conduct of its business, including adherence to companys policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information.
The Company has adequate system of internal controls to ensure that all the assets are
safeguarded and are productive. Necessary checks and controls are in place to ensure that
transactions are properly verified, adequately authorized, correctly recorded and properly
reported. The Internal Auditors of the Company conducts Audit of various departments to
ensure that internal controls are in place;
13. NOMINATION AND REMUNERATION POLICY
The Board, on the recommendation of the Nomination and Remuneration Committee, has
adopted a policy for selection, appointment and remuneration of Directors, Key Managerial
Personnel and Senior Management. The details of this Policy are given hereunder. The
policy is available on the Companys website at https://www.choksilab.com
The Company considers human resources as its invaluable assets. The Nomination and
Remuneration Policy aims to pay equitable remuneration to all Directors, Key Managerial
Personnel and employees of the Company, to harmonize the aspirations of human resources
consistent with the goals of the Company. The Remuneration Policy for all employees is
designed to attract talented personnel and remunerate them fairly and responsibly, this
being continuous, ongoing exercise at each level in the organization.
14. WHISTLE BLOWER POLICY
The Company has in place a Whistle Blower/Vigil Mechanism through which its
Stakeholders, Directors, and Employees can report genuine concerns about unethical
behavior and actual or suspected fraud or violation of the Companys Code of Business
Conduct and Ethics. The said policy provides for adequate safeguards against victimization
and direct access to the Audit Committee. The e-mail id for reporting genuine concerns is
compliance_officer@choksilab.com. During the year, no complaint was received in terms of
the policy.
15. WHOLE TIME/ MANAGING DIRECTOR
The Company pays remuneration by way of salary, perquisites, and allowances (fixed
component) and commission (variable components wherever applicable as per terms of
appointment) to its Whole-time Directors. A proper balance between fixed and variable
components is aimed at. Salary is paid based on the recommendation of the Nomination and
Remuneration Committee and as approved by the Board of Directors, subject to the approval
of the Shareholders within the limits stipulated by the Act and the Rules made there
under. The remuneration paid to the Whole time Directors is determined keeping in view the
industry benchmark and the relative performance of the Company compared to the industry
performance.
16. NON-EXECUTIVE DIRECTORS
Non-Executive Directors receive sitting fees for attending Meetings of the Board and
its Committees as per the provisions of the Act and the Rules made there under. No other
remuneration is paid to the Non-Executive Directors. The Nomination and Remuneration
Committee may recommend to the Board, the payment of commission taking into account the
evaluation of the performance of the Directors.
17. KEY MANAGERIAL PERSONNEL (KMP) AND OTHER EMPLOYEES
The remuneration of KMP other than the Whole Time Director and other Senior Managerial
Employees largely consists of basic salary, perquisites, allowances and performance
incentives (wherever paid). Perquisites and retirement benefits are paid according to the
Companys policy. The components of the total remuneration vary for different grades and
are governed by the industry pattern, qualification and experience, merits and performance
of each employee. The Company while deciding the remuneration package takes into
consideration the current employment scenario and remuneration package prevalent in the
industry and peer group companies.
18. DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statement in terms of Section 134(3)
(c) of the Act:
a. in the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
b. the Directors had 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;
c. the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors had prepared the annual accounts on a going concern basis;
e. the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f. The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such.
19. STATUTORY AUDITORS
M/s. Prateek Jain & Co., Chartered Accountants (ICAI FRN: 009494C), were appointed
as Statutory Auditor of the Company, for a term of 5 (five) consecutive years, at the
Annual General Meeting held on 24 September, 2022. They have confirmed that they are not
disqualified from continuing as Auditors of the Company.
The Auditors Report and the Notes on financial statement for the year 2022-23 referred
to in the Auditors Report are self-explanatory and do not call for any further comments.
Reporting of Fraud by auditors
During the year under review neither the statutory auditor nor the secretarial auditor
has reported to the audit committee, under Section 143(12) Of the Companies Act, 2013, any
instances of fraud committed against the Company by its officers or employees, the details
of which would need to be mentioned in the Boards report.
20. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Ms. Surabhi Agrawal, Practicing Company Secretary (ACS:56574, C.P. No. 23696) to
undertake the Secretarial Audit of the Company. The Secretarial Auditors in their report
for the year 2022 - 23 has confirmed the compliances of by the Company as covered in their
report.
The Report of the Secretarial Audit for the year 2022-23 in the Form MR-3 is annexed
herewith as "Annexure VI". There is no qualification, reservation or
adverse remark or in Secretarial Audit Report.
21. INTERNAL AUDITORS
In compliance with the provisions of Section 138 of Companies Act, 2013, read with
Companies (Accounts) Rules, 2014, your Company has appointed as internal auditor M/s.
Tanmay V. Rajurkar & Co., Chartered Accountants for the Financial Year 2022-23.
22. RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and SEBI Listing obligation
and disclosure Regulation 2015(LODR), your Company has formulated a Policy on Related
Party Transactions which is also available on http://www.choksilab.com. All Related Party
Transactions are placed before the Audit Committee for review and approval of the
Committee on a quarterly basis. Also, the Company has obtained prior omnibus approval for
Related Party Transactions occurred during the year for transactions which are of
repetitive nature and/ Or entered in the ordinary course of business and are at arms
length.
All the related party transactions entered into during the financial year were on an
arms length basis and were in the ordinary course of business. Your Company had not
entered into any transactions with related parties which could be considered material in
terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related
party transactions as required under Section134 (3)(h) of the Companies Act, 2013 in Form
AOC 2.
Your Company Comply Pursuant to Regulation 23(9) of the SEBl (Listing Obligations &
Disclosure Requirements), 2015, as amended vide SEBl (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018, Submit note on Related Party Transactions, on
consolidated basis for the financial year ended 31 March, 2023 to the Stock Exchange.
23. OTHER DISCLOSURES
a. Particulars of Loans, Guarantees or Investments:
The particulars of loans, guarantees and investments as on 31 March 2023 are covered
under the provisions of Section 186 of the Companies Act, 2013 is given in the Notes to
Financial statements of the Company.
Significant and Material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status of the Company:
There are no significant and material orders passed by the Regulators / Courts /
Tribunals, which would impact the going concern status of the Company and its future
operations.
b. Details of Fixed Deposits
During the year under review, the Company has not accepted any Deposit under Section 73
of The Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
It is further stated that the Company does not have any deposits which are not in
compliance with the requirements of Chapter V of The Companies Act, 2013.
c. Prevention of Sexual Harassment at Workplace:
The company has a Policy for prevention of Sexual Harassment at the Workplace in line
with the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013, Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. During the year under
review, there were no complaints pertaining to sexual harassment."
d. Business Responsibility Report
Regulation 34 (2) of the Listing Regulations, provides that the Annual Report of the
Top 500 listed entities based on market capitalization (calculated as on March 31 of every
financial year), shall include a Business Responsibility Report("BRR"). Since
your Company, does not feature in the Top 1000 listed entities as per market
capitalization as on March 31,2023, the Business Responsibility Report for the financial
year 2022-2023 does not form a part of this Annual Report.
e. Health and Safety
Health and Safety issues are addressed systematically, effectively and proactively.
Your Company takes pride in providing various forms of medical assistance to its
employees. Periodic health check-ups are carried out for all employees and regular
training programs are organized on safety and precautionary measures. Firefighting
training programs and first aid training camps are organized regularly educate workers and
employees at the plant locations and corporate office.
24. ACKNOWLEDGMENT
We would like to thank to all our Stakeholders, Investors Bankers, customers,
Suppliers, Government agencies, stock exchanges and depositories, Auditors, legal
advisors, consultants, business associates, service providers for their continued
commitment, and invincible enthusiasm which made this year productive and pleasurable.
The Board also places on record, their deep sense of appreciation towards all its
Employees at all levels for adopting the values of the Company and their hard work during
the year.
|
For and on behalf of the Board of Directors |
|
Choksi Laboratories Limited |
|
Sd/- |
Place: Indore |
Sunil Choksi |
Date: 12.08.2023 |
Chairman &Managing Director |
|
DIN-00155078 |
+91-9892691696
