Photoquip India Ltd
Chairman Speech
NOTICE is hereby given that the 23rd Annual General Meeting (AGM) of the
Members of PHOTOQUIP INDIA LTD. will be held on Monday 28th September,
2015 at 3:00 P.M. at the Registered Office of the Company at A-33 Royal Industrial Estate,
Naigaon Cross Road, Wadala (E), Mumbai 400 031, to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Balance Sheet as at 31st March,
2015, the Profit and Loss Account for the year ended on that date and the Reports of the
Directors and Auditors thereon.
2. To appoint a director in place of Mr. Dhaval J. Soni (DIN: 00751362), whose period
of office is not liable to determination for retirement of directors by rotation under the
erstwhile provisions of the Companies Act, 1956 but who, pursuant to provisions of Section
152 of the Companies Act, 2013, is liable to retire by rotation being eligible, offers
himself for re-appointment.
3. To consider and if thought fit, to pass with or without modification(s), the
following resolution as an Ordinary Resolution:
"RESOLVED THAT the appointment of M/s. Mayank Shah and Associates,
Chartered Accountants, (Firm Registration No. 106109W), the Statutory Auditors, to hold
office from the conclusion of this AGM until the conclusion of the next AGM of the Company
to be held in the year 2016 on a remuneration of as may be determined by the Board of
Directors.
"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby
authorized to do all acts and to take all such steps as may be necessary, proper or
expedient or desirable to give effect to this resolution."
SPECIAL BUSINESS
4. To consider and if thought fit, to pass, with or without modification(s), the
following as an Ordinary Resolution Resolved that pursuant to the provisions of sections
149, 152 161 read with Schedule IV and any other applicable provisions, if any, of the
Companies Act, 2013 and the rules framed there under (including any statutory
modification(s) or re-enactment thereof for the time being in force) and pursuant to
Clause 49 of Listing Agreement including any modification or amendment thereof, Mrs. Anju
D. Soni (DIN: 01006316), who was appointed as an additional director by the board of
directors of the Company and who holds office up to the date of this annual general
meeting and in respect of whom the company has received a notice pursuant to the
provisions of Section 160 of the Companies Act, 2013 from a member signifying his
intention to propose Mrs. Anju Soni as candidate for the office of director of the
company, be and is hereby appointed as a Director of the Company liable to retire by
rotation."
5. To consider and if thought fit, to pass, with or without modification(s), the
following as an Ordinary Resolution "RESOLVED THAT pursuant to the provisions
of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013
and the rules made thereunder (including any statutory modification(s) or re-enactment
thereof for the time being in force) read with Schedule IV to the Companies Act 2013 and
the Listing Agreement entered into with the Stock Exchanges, Mr. Mohib N. Khericha (DIN:
00010365), Director of the Company, who was liable to retire by rotation under the
erstwhile provisions of the Companies Act, 1956 at the Annual General Meeting and in
respect of whom the Company has received a notice pursuant to the provisions of Section
160 of the Companies Act, 2013 from a member proposing his candidature for the office of
director, be and is hereby appointed as an Independent Director of the Company, whose term
shall not be subject to retirement by rotation, to hold office for 4 (four) consecutive
years from the date of this AGM till the date of the 27th AGM of the Company in
the calendar year 2019."
6. To consider and if thought fit, to pass, with or without modification(s), the
following as Ordinary Resolution "RESOLVED THAT pursuant to the provisions of
Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and
the rules made thereunder (including any statutory modification(s) or re-enactment thereof
for the time being in force) read with Schedule IV to the Companies Act 2013 and the
Listing Agreement entered into with the Stock Exchanges, Mr. Mohan M. Jayakar (DIN:
00925962), Director of the Company, who was liable to retire by rotation under the
erstwhile provisions of the Companies Act, 1956 at the Annual General Meeting and in
respect of whom the Company has received a notice pursuant to the provisions of Section
160 of the Companies Act, 2013 from a member proposing his candidature for the office of
director, be and is hereby appointed as an Independent Director of the Company, whose term
shall not be subject to retirement by rotation, to hold office for 4 (four) consecutive
years from the date of this AGM till the date of the 27th AGM of the Company in
the calendar year 2019."
7 To consider and, if thought fit, to pass, with or without modifications, the
following resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to the
provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies
Act, 2013 and the rules made thereunder (including any statutory modification(s) or
re-enactment thereof for the time being in force) read with Schedule IV to the Companies
Act 2013 and the Listing Agreement entered into with the Stock Exchanges, Dr. Vishnu J.
Acharya (DIN: 01508749), Director of the Company, who was liable to retire by rotation
under the erstwhile provisions of the Companies Act, 1956 at the Annual General Meeting
and in respect of whom the Company has received a notice pursuant to the provisions of
Section 160 of the Companies Act, 2013 from a member proposing his candidature for the
office of director, be and is hereby appointed as an Independent Director of the Company,
whose term shall not be subject to retirement by rotation, to hold office for 4 (four)
consecutive years from the date of this AGM till the date of the 27th AGM of
the Company in the calendar year 2019."
8. To consider and if thought fit, to pass with or without modification(s), the
following resolution as a Ordinary resolution: "RESOLVED THAT pursuant to the
provisions of section 149, 152, 196, 197 read with Schedule V and other applicable
provisions, if any, of the Companies Act, 2013 and rules made there under (including any
statutory modification(s) or re-enactment thereof for the time being in force), and in
partial modification to the Ordinary resolution passed at the 22nd Annual
General Meeting held on 30th September, 2014, the approval of the Company be
and is hereby accorded to vary the terms of appointment of Mr. Dhaval J. Soni (DIN:
00751362), Whole-time Director of the company, who was appointed as a non-retiring
director in terms of the erstwhile provisions of the Companies Act, 1956 by making his
office liable to retire by rotation and that the said retirement by rotation shall not be
construed as break in terms of his appointment".
"RESOLVED FURTHER THAT all other terms and conditions as mentioned in the
ordinary resolution passed at the 22nd Annual General Meeting held on 30th
September, 2014 in relation to the appointment of Mr. Dhaval J. Soni, the Whole Time
Director of the Company shall remain unchanged." "RESOLVED FURTHER THAT the
Board of Directors of the company be and is hereby authorised to do all such acts, deeds,
matters or things as may be considered necessary, appropriate, expedient or desirable to
give effect to this resolution."
| Registered Office: |
By Order of the Board |
| A-33, Royal Industrial Estate, |
|
| Naigaon Cross Road, |
|
| Wadala, Mumbai – 400031 |
|
| Place : Mumbai |
Jayant P. Soni |
| Date : 30th May, 2015 |
Chairman & Managing Director |
Photoquip India Ltd
Directors Reports
The Members
Photoquip India Ltd.
Your directors have pleasure in presenting the 31st Annual Report on the
business and operations of the Company and the accounts for the financial year ended March
31, 2023.
Financial Summary of the Company
Certain key aspects of the Company's performance during financial year ended March 31,
2023, as compared to previousfinancial as below:
|
Rs. In Lacs (Except EPS) |
Particulars |
|
|
|
2022-23 |
2021-22 |
| Gross Operating Income |
1160.91 |
1,241.35 |
| Add: Other Income |
31.84 |
24.70 |
| Total Income |
1192.75 |
1,266.05 |
| Profit Before Interest, Depreciation and Exceptional items |
(145.10) |
(12.18) |
| Less: Finance Charges |
111.13 |
126.94 |
| Less: Provision for Amortization and Depreciation |
67.50 |
69.39 |
| Profit Before Exceptional Items |
(323.72) |
(208.51) |
| Less: Exceptional Items |
- |
- |
| Net Profit / (Loss) Before Tax |
(323.72) |
(208.51) |
| Less: Deferred Tax Liability / (Asset) |
86.60 |
25.83 |
| Net Profit / (Loss) After Tax |
(410.32) |
(234.34) |
| Other Comprehensive Income (OCI) |
0.02 |
0.01 |
| Total Comprehensive Income |
(410.30) |
(234.33) |
| EPS |
(8.55) |
(4.88) |
Operational Review
The Financial year 2022-23 has been the ride of both opportunities and challenges in
business operations. Despite the same, Company achieved a good number of sales in domestic
segment. During the year, the turnover of the Company stood at 1160.91 lacs as against
1241.35 lacs, a decrease of 6.48% mainly on account of freezing of material by the customs
authorities for couple of months. The net loss after tax during the year increased by
Rs.175.99 lacs as compared to the previous financial year and stood at Rs. 410.32 lacs.
The summarized key indicative figures are mentioned below. (Rs. In Lacs)
Particulars |
2022-23 |
2021-22 |
| Sales / Other Receipts |
1,160.91 |
1,266.05 |
| Exports |
Nil |
Nil |
| Net Profit / (Loss) |
(410.30) |
(234.34) |
In terms of the Ministry of Corporate Affairs (MCA) notification dated February 16,
2015, the Company has adopted IND-AS in its financial reporting effective FY 2017-18.
Dividend
In the absence of profits your Company has not declared dividend for the year under
review.
Transfer to Reserves
During FY 2022-23, 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 March 31, 2023 is Rs.
4,80,08,000/- comprising 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 Companies Act, 2013 ("The Act").
Significant or Material Orders passed by Regulators / Courts
During theyearunderreview,nosignificant were passed by the Regulators or Courts or
Tribunals which impact the going concern status and the Company's operations in the
future.
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 Board's
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 behavior,
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) Rules 2014 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 AGM. 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.
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 March 31, 2023.
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. Accordingly, no CSR committee has been formed for the year.
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 March 31, 2023 and of the 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 were operating effectively.
Declaration by Independent Directors
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, Independent Non-Executive Directors and Women Director. As per the
provisions of Companies Act, 2013, Dhaval J. Soni retires by rotation at the ensuing AGM
and being eligible, seeks re-appointment. The Board recommends his re-appointment for a
term of five years upto March 31,
2026 subject to approval by shareholders at ensuing AGM.
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 14(1) of the
Companies (Appointment and Qualification of Directors) Rules, 2014.
All the Independent, Non-executive 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, 5 (Five) Board Meetings and 17 (Fourteen) 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 MGT
9 as on March 31, 2023 is a part of this Annual Report at Annexure IV.
Material Changes and Commitments
No material changes or 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 subsection (1) of Section 188 of the Companies Act, 2013, including
certain arm's length transactions, under third proviso thereto are disclosed in Form No.
AOC-2 at Annexure V.
Statutory Auditors and Auditor's Report
F.P. and Associates, Chartered Accountants, retire at the end of the ensuing AGM and
are eligible for re-appointment up to the conclusion of next AGM to be held in year 2026.
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
2023-24. 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 Auditor's report for the year
2022-23 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 Company's 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
Chairman and Managing Director
Place: Mumbai Date: May 29, 2023