Photoquip India Ltd Directors Report.

The Members Photoquip India Ltd.

Your Directors have pleasure in presenting the 27th Annual Report on the business and operations of the Company and the accounts for the financial year ended 31st March, 2019.

Financial Summary of the Company

Certain key aspects of the Companys performance during financial year ended 31st March 2019 as compared to previous financial year are summarized as below:

Particulars

Rs. In Lacs (Except EPS)

2018-19 2017-18
Gross Operating Income 3,796.14 4,312.25
Add: Other Income 32.93 63.58
Total Income 3,829.07 4,375.83
Profit Before Interest, Depreciation and Exceptional items 157.06 140.96
Less: Finance Charges 144.16 182.38
Less: Provision for Amortization and Depreciation 72.45 72.54
Less: Exceptional items 0 -8.39
Net Profit / (Loss) Before Tax -59.55 -105.57
Less: Deferred Tax Liability / (Asset) -74.83 -43.27
Less: Taxes of earlier years 0 1.59
Net Profit / (Loss) After Tax -134.38 -63.89
Other Comprehensive Income (OCI) -0.34 -1.31
Total Comprehensive Income -134.70 -65.20
EPS -2.80 -1.33

Operational Review

Financial year 2018-19 has been beset with both opportunities and challenges on several fronts, including global and domestic issues. Developments like GST implementation and static exports have resulted in a mixed bag for the Company during the financial year under review.

During the year, the turnover of the Company decreased by 12.50 % and stood at Rs. 3,829.07 lacs. However, inspite of the compressed topline the net loss before tax during the year reduced by Rs. 46.02 lacs as compared to the previous financial year and stood at Rs. 59.55 lacs mainly on account of reduction in overall operating costs. However, owing to the increased Deferred Tax Liability of Rs. 74.83 lacs the Loss after Tax is Rs 134.38 lacs as compared to Rs. 63.89 lacs in the previous year.

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

Particulars 2018-19 2017-18
Sales / Other Receipts 3,829.07 4,375.82
Exports 2,333.90 2,720.82
Net Profit / (Loss) -134.36 -63.89

The Ministry of Corporate Affairs (MCA) on 16th February, 2015, notified that the Indian Accounting Standard (IND-AS) are applicable to certain classes of companies from 1st April, 2017 with a transition date of 1st April, 2016. Thus, IND-AS is applicable to your Company from 1st April, 2017.

Dividend

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

Transfer to Reserves

During FY2018-19, no amount has been transferred to the general reserves / retained earnings of the Company.

Share Capital

The Paid-up Equity Share Capital of the Company as on 31st March, 2019 is Rs. 4,80,08,000/- comprising of 48,00,800 Equity shares of Face Value of Rs. 10/- each. During the year under review, your Company has neither issued equity shares with differential rights as to dividends, voting or otherwise nor has issued Sweat Equity shares. Your Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme.

Internal Financial Control Systems and its adequacy

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

Public Deposits

During the year under review, company has not accepted any deposits from public within the meaning of Chapter V of the Act.

Significant or Material Orders passed by Regulators / Courts

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operations in the future. Flowever, the Bombay Stock Exchange has issued a letter dated May 14, 2019 levying penalty for non-compliance with Regulation 6(1) of SEBI (LODR) Regulation, 2015. The penal amount is Rs. 1,06,200/- (Rupees One Lac Six Thousand Two Flundred only) inclusive of GST.

Secretarial Standards

During the year under review, your Company has complied with all the applicable standards. The same has also been confirmed by Secretarial Auditors of the Company.

Business Risk Management

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has constituted a Business Risk Management Committee. The details of the committee and its terms of reference are set out in the Corporate Governance Report forming a part of the Boards report. At present, there are no risks which, in the opinion of the Board, threaten the existence of the Company.

Vigil Mechanism /Whistle Blower Policy

Pursuant to the provisions of Sections 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of Listing Regulations, your Company has established a vigil mechanism for the Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected incidents of fraud or violation of Code of Conduct . The details of the vigil mechanism whistle blower policy are provided in the Corporate Governance Report. The Code of Conduct is also uploaded on the website of the Company.

Conservation of energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 are appended as Annexure I.

Corporate Governance and Management Discussion and Analysis Report

Pursuant to Regulation 34 and 34 (3) of the Listing Regulations, the Corporate Governance Report together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance and Management Discussion and Analysis Report, which form an integral part of this Report, is set out as Annexure II and Annexure III respectively.

Particulars of Employees

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

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees. The way the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

Pursuant to Section 178 of the Companies Act, 2013, The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Prevention, prohibition and redressal of sexual harassment at workplace

In order to prevent sexual harassment of women at workplace, your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to look into the complaints relating to sexual harassment at workplace of any woman employee. During the year under review, your Company has not received any complaint pertaining to sexual harassment and no complaint was pending as on 31st March, 2019.

Particulars of loans, guarantees or investments under Section 186

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

Corporate Social Responsibility (CSR)

The CSR initiatives of the Company are aligned with the business strategies. During the year under review, provisions relating to the Corporate Social Responsibility were not applicable to your Company.

Directors Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors confirm that-

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

(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 as at 31st March 2019 and of the profit and loss of the Company for the year ended on that date;

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

(d) the annual financial statements have been prepared 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.

(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.

Declaration by Independent Director(s)

The Independent Directors have given the declaration pertaining to the criteria of independence as per Section 149 (6) of the Act. The Company has provided suitable training to independent directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates and business model of the Company.

Board of Directors and Key Managerial Personnel

The Board of Directors of the Company is duly constituted, maintaining proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

Mohan M. Jayakar, an Independent, Non-executive Director of the Company, has been disqualified by ROC u/s 164(2) of Companies Act, 2013 from 1st November 2016 to 31st October 2021. Accordingly, vacation of his office as an Independent, Non-executive Director of the Company was discussed and approved in the Board Meeting held on 30th May 2018 under provisions of Section 164(2) of Companies Act 2013.

Mohib N. Khericha, an Independent, Non-executive Director of the Company, has resigned from Board of Directors with effect from 13th June 2019. Hence, the balance of Executive Directors, and Independent, NonExecutive Directors is currently not maintained. However, management is taking steps to restore the balance.

As per the provisions of Companies Act, 2013, Dhaval J, Soni retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

None of the present Directors of the Company, including those seeking re-appointment at ensuing AGM, are disqualified for being appointed as Directors, as specified in Section 164(2) of the Companies Act, 2013 and Rule 14( 1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence. In the opinion of the Board, all Independent Directors are independent of the management.

Number of Board Meetings

During the year under review, 4 (Four) Board Meetings and 17 (Seventeen) Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The maximum gap between any two consecutive Board meetings did not exceed 120 days.

Extract of Annual Return

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT9 as on 31st March, 2019 is a part of this Annual Report at Annexure IV.

Material Changes and Commitments

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which these financial statements relate and on the date of this report.

Particulars of contracts or arrangements with Related Parties:

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

Statutory Auditors and Auditors Report

M/s. F.P. and Associates, Chartered Accountants, retire at the end of the ensuing Annual General Meeting and are eligible for re-appointment up to the conclusion of nextAnnual General Meeting to be held in year 2020.

There are no qualifications or adverse remarks in the Auditors Report. The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, Kala Agarwal, Practicing Company Secretary, has been appointed Secretarial Auditor of the Company for the year 2018-19. The Secretarial Audit report issued by them in Form No. MR-3 is enclosed at Annexure VI to this report. The qualifications in the Secretarial Auditors report for the year 2018-19 have been appropriately dealt with at the respective areas.

General

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

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

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

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

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

Acknowledgements

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

For and on behalf of the Board of Directors

Dhaval J. Soni

Whole time Director

Place: Mumbai

Date: 30th May, 2019