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सेल्वास फोटोग्राफिक्स निदेशकों की रिपोर्ट, सेल्वास फोटोग्राफिक्स निर्देशकों द्वारा रिपोर्ट

सेल्वास फोटोग्राफिक्स

बीएसई: 530427  |  NSE: N.A  |  ISIN: INE865B01016  |  Consumer Goods - Electronic

खोजें सेल्वास फोटोग्राफिक्स कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
 Dear Members,
 
 The Directors have pleasure in presenting the 23rd Annual Report of
 the Company together with the Audited Statement of Accounts for the
 year ended 31st March, 2015.
 
 FINANCIAL RESULTS
 
 The Company''s performance during the year ended 31st March,2015 as
 compared to the previous financial year, is summarized below:
 
 Particulars                                2014-2015         2013-2014
 
 Total Revenue 10809.67 17026.75
 
 Profit/(Loss) Before Depreciation,             34.51          (581.24)
 Amortisation, Exceptional &
 Extraordinary Items and Tax
 
 Less: Depreciation and Amortisation            44.21             59.77
 expense
 
 Profit/(Loss) Before Exceptional &            (9.70)          (641.01)
 Extraordinary Items And Tax
 
 Net Profit/(Loss) Before Tax (NPBT)           (9.70)          (641.01)
 
 Less: Tax expenses                                 -              1.66
 
 Add/(Less): Deferred tax                      51.77*              3.76
 
 Net Profit/(Loss) After Tax (NPAT)             42.07          (646.43)
 
 Add: Surplus brought forward from             755.37           1401.78
 previous year
 
 Amount available for Appropriations           797.44            755.35
 
 Less: Appropriations:
 
 Proposed Dividend                              19.50                 -
 
 Tax on Proposed Dividend                        3.99                 -
 
 General Reserve                                    -                 -
 
 Balance carried forward to Balance            773.95            755.35
 Sheet
 
 
 * As at March 31,2015, Deferred Tax Assets on carried forward Business
 Losses and Unabsorbed Depreciation have been recognized.
 
 FINANCES
 
 The total long term borrowings of your Company as on 31st March, 2015,
 stood at NIL, Cash and Cash Equivalent stood at Rs. 66.66 lacs and
 total investments stood at NIL at the end of the year.
 
 OPERATIONS
 
 Your Company is engaged in the business of manufacturing of
 Photosensitised Materials for the Healthcare Industry, mainly Medical
 X-Ray Films and supply of other products to the Healthcare Industry.
 The other products of the Company include other medical consumables and
 equipments.
 
 During the year under the review, your Company earned a total income of
 Rs. 10809.67 as against Rs. 17026.75 during the previous year.
 
 DIVIDEND
 
 Your Directors recommend dividend of @ 5% (five per cent) i.e. Rs.
 0.50/- (fifty paise) per share on 3900000 fully paid-up Equity Shares
 of Rs. 10/- each of the Company for the year ended 31st March, 2015.
 The proposed dividend, if approved, at the Annual General Meeting, will
 absorb a sum of Rs. 19.50 lacs and Dividend Tax of Rs. 3.99 lacs.
 
 TRANSFER TO RESERVES
 
 The Company has not transfer any amount to General Reserves.
 
 SHARE CAPITAL
 
 The paid up Equity Share Capital as at 31st March, 2015 stood at Rs.
 390 lacs. During the year under review, the Company has not issued
 shares with differential voting rights nor has granted any stock
 options or sweat equity. As on 31st March , 2015, none of the Directors
 of the Company hold instruments convertible into equity shares of the
 Company.
 
 REVISION OF FINANCIAL STATEMENT
 
 There was no revision of the financial statements for the year under
 review.
 
 REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
 COMPANIES
 
 During the year under review, your Company did not have any subsidiary,
 associate and joint venture company.
 
 CORPORATE GOVERNANCE REPORT
 
 In compliance with the provisions of Clause 49 of the Listing
 Agreement, a separate report on Corporate Governance along with a
 certificate from the Auditors on its compliance, forms part of this
 Report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 A detailed report on Industry Structure and Developments, operations,
 performance, Business Outlook, Opportunities & Threats and Risks and
 Concerns, in accordance with Clause 49 of the Listing Agreement, is
 presented in a separate section forming a part of the Annual Report.
 
 DIRECTORS AND KEY MANAGERIAL PERSONNEL
 
 * Cessation from Directorship:
 
 During the year, none of the Directors of the Company has resigned.
 
 * Director Retiring by Rotation:
 
 As per the provisions of Section 152 of the Companies Act, 2013, Mr.
 Naimish Choksi and Mr. Samir Choksi retire by rotation at the ensuing
 Annual General Meeting and being eligible, offer themselves for
 re-appointment. Your Directors recommend their approval.
 
 * Appointment of Managing Directors:
 
 The Nomination & Remuneration Committee and the Board have approved the
 re-appointment of Mr. Anil Choksi as Managing Directors for the 1 year
 and appointment of Mr. Samir Choksi as Whole Time Director for period
 of 3 years w.e.f 1st September, 2015, at a remuneration of Rs.
 1,00,000/- (Rupees one lac only) per month. Approval of the
 shareholders is sought for the same in the ensuing Annual General
 Meeting.
 
 * Appointment of Independent Directors and declaration of independence:
 
 Mr. Gaurav Choksi was appointed as Key Managerial Person designated as
 Chief Financial Officer of the Company with effect from 28th June,
 2014.
 
 Mr. Rishi Dave was appointed as Key Managerial Persons designated as
 Company Secretary & Compliance Officer of the Company w.e.f. 9th
 August, 2014 in place of Mrs. Nikita Pedhdiya.
 
 BOARD EVALUATION
 
 Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the
 Listing Agreement, the Board has carried out performance evaluation.
 The manner in which the evaluation has been carried out has been
 explained in Corporate Governance Report.
 
 DIRECTOR''S 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 31st
 March, 2015, the Board of Directors hereby confirms that:
 
 a.  in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 b.  such accounting policies have been selected and applied
 consistently and the Directors 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, 2015 and of the profit/loss
 of the Company for that year;
 
 c.  proper and sufficient care was taken for the 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 accounts of the Company have been prepared on a going
 concern basis;
 
 e.  internal financial controls have been laid down to be followed by
 the Company and that such internal financial controls are adequate and
 were operating effectively;
 
 f.  proper systems have been devised to ensure compliance with the
 provisions of all applicable laws and that such systems were adequate
 and operating effectively;
 
 DETAILS OF BOARD AND COMMITTEES MEETING:
 
 Board Meetings:
 
 Details of the Board meetings and attendance of the directors are
 provided in the Corporate Governance Report, which forms part of this
 Annual Report.
 
 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 the mandatory
 committees viz. Audit Committee, Stakeholders'' Relationship Committee
 and Nomination and Remuneration Committee.
 
 The details with respect to the compositions, roles, terms of
 reference, etc. of relevant committees are provided in the Corporate
 Governance Report of the Company, which forms part of this Annual
 Report.
 
 RELATED PARTY TRANSACTIONS:
 
 All contracts / arrangements / transactions entered by the Company
 during the financial year with related parties are given in Annexure
 III in form AOC-2.
 
 Further, during the year, the Company had not entered into any contract
 / arrangement /transaction with related parties which could be
 considered material in accordance with the policy of the Company on
 materiality of related party transactions. All related party
 transactions are placed before the Audit Committee and Board for
 approval.
 
 The details of the related party transactions as required under
 Accounting Standard - 18 are set out in Note to the financial
 statements forming part of this Annual Report.
 
 The Policy on Related Party Transactions as approved by the Board has
 been uploaded on the website of the Company.  The web-link of the same
 has been provided in the Corporate Governance Report.
 
 DEPOSITS
 
 During the year 2014-15, the Company has accepted the deposits only
 from directors of the Company which are exempt as per the provision of
 Section 73 of the Companies Act, 2013 read with the Companies
 (Acceptance of Deposits) Rules, 2014. The declarations have been
 obtained from the Directors in terms of Rule 2(c) (viii) of the
 Companies (Acceptance of Deposits) Rules, 2014. Details of the deposits
 accepted from directors are provided in notes to financial statement.
 
 AUDITORS
 
 * Statutory Auditors:
 
 Pursuant to the provisions of Section 139 of the Companies Act, 2013
 and the Companies (Audit and Auditors) Rules, 2014, M/s. Parikh & Amin,
 Chartered Accountants, the Statutory Auditors of the Company have been
 appointed for a term of 3 (three) years w.e.f. 27th September, 2014,
 However, their appointment as Statutory Auditors of the Company shall
 required to be ratified by the Members at the ensuing Annual General
 Meeting.  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.
 
 Necessary resolution for ratification of appointment of the Auditors is
 included in the Notice of AGM for seeking approval of members.
 
 * Secretarial Auditors:
 
 Provisions of Section 204 read with rules made thereunder, Ms. Nikita
 Pedhdiya, Nikita Pedhdiya & Associates, Practicing Company Secretaries
 (C.P No. 14295) had been appointed to undertake Secretarial Audit of
 the Company for the year 2014-15. The report of the Secretarial Auditor
 is annexed herewith as Annexure I and forms part of this Report.
 
 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.
 
 * Internal Auditors:
 
 Pursuant to provisions of Section 138 read with rules made thereunder,
 the Board has appointed Karia & Shah, Chartered Accountants, as an
 Internal Auditors of the Company to check the internal controls and
 functioning of the activities and recommend ways of improvement. The
 Internal Audit is carried out quarterly basis, the report is 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.
 
 AUDITORS'' REPORT
 
 In the opinion of the directors, the notes to financial statement are
 self-explanatory and adequately explain the matters, which are dealt
 within the Auditors'' Report.
 
 The said report does not contain any observation or qualification
 requiring explanation or comments.
 
 COST AUDITORS
 
 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 SYSTEMS
 
 Adequate internal control systems commensurate with the nature of the
 Company''s business and size and complexity of its operations are in
 place has been operating satisfactorily. Internal control systems
 ensure reliability of financial reporting, timely feedback on
 achievement of operational and strategic goals, compliance with
 applicable laws and regulations and that all assets and resources are
 acquired economically, used efficiently and adequately protected.
 
 RISK MANAGEMENT
 
 In accordance with Clause 49 of the Listing Agreement, the Board has
 approved the Risk Assessment and Minimization Policy to avoid events,
 situations or circumstances which may lead to negative consequences on
 the Company''s businesses, and define a structured approach to manage
 uncertainty and to make use of these in their decision making
 pertaining to all business divisions and corporate functions. Key
 business risks and their mitigation are considered in the business
 plans and in periodic management reviews.
 
 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 use of technology is mainly concentrated in the
 area of manufacturing of Medical and Industrial X-ray films. The
 innovation and advancement in technology is concentrated on improving
 the quality 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
 significant portion of our business in USD, Euro, Yen and other
 currencies and accordingly face foreign currency exposure from our
 sales in other countries and from our purchases from overseas suppliers
 in U.S. dollars and other currencies and are exposed to substantial
 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 firmly believes in and has consistently practiced
 progressive HR values. The Company inculcates the values of
 transparency, professionalism and accountability in its operations to
 generate long-term benefits for its shareholders, customers, employees
 and society alike. At CIL, there is consistent emphasis on each
 individual''s sense of responsibility, while simultaneously as part of a
 team. This results in our people''s ability to work in perfect harmony
 despite coming from different disciplines. As of 31st March 2015, the
 number of employees on our payroll is 146.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 A.  CONSERVATION OF ENERGY
 
 The rules pertaining to conservation of energy, as per the Companies
 (Disclosure of Particulars in the Report of the Board of Directors)
 Rules, 1988, are not applicable to your Company.
 
 B.  TECHNOLOGY ABSORPTION
 
 The particulars regarding absorption of technology is given below as
 per Form B of the Companies (Disclosure of Particulars in the Report of
 Board of Directors) Rules, 1988
 
 1.  RESEARCH AND DEVELOPMENT (R & D)
 
 1.  Specific Areas of R & D activities
 
 The Research and Development activities of your Company are mainly
 concentrated on quality enhancing of its products.
 
 2.  Benefits Derived as a result of the R & D activity
 
 The Company has established itself in the market with a pan-India
 network of customers.
 
 3.  Future Plan of Action
 
 The Company endeavors to make continuous improvements to its product
 quality.
 
 4.  Expenditure on R & D
 
 The Company is using the existing facilities.
 
 2.  TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION
 
 1 Efforts Made
 
 The Company makes continuous efforts towards improving the quality of
 films, increase in productivity and improving its testing method.
 
 2 Benefits Derived
 
 The quality of the products has improved and productivity has increased
 over the course of time.
 
 3 Import of Technology
 
 The Company presently uses Indian Technology and has notimported any
 technology during the year.
 
 C.  FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 The Forex market conditions were volatile during the year gone by. The
 fluctuations in the market were high due to depreciation of rupee
 against the dollar. But your Company was able to manage the volatility
 in a prudent manner due to which losses were minimized.
 
 Sr.No Particulars                         Current Year    Previous year
                                               (Rs.)           (Rs.)
 
 1     Foreign Exchange Earnings            80,07,97            8,87,808
 
 2     Foreign Exchange Outgo              704340346         11390557738
 
 
 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 II forming part of this report.
 
 DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION)
 RULES, 2014.
 
 The ratio of the remuneration of each Director to the median
 remuneration of the employees of the Company for the financial year
 under review has been marked as Annexure II.
 
 WHISTLE BLOWER POLICY /VIGIL MECHANISM POLICY.
 
 Pursuant to provisions of Section 177 of the Companies Act, 2013 and
 Clause 49 of the Listing Agreement, the Board of Directors has adopted
 a Whistle Blower Policy/ Vigil Mechanism Policy for directors and
 employees of the Company.
 
 Details of the policy are provided in the Corporate Governance Report,
 which forms part of this Annual Report.
 
 SEXUAL HARRASMENT POLICY
 
 In accordance with the Sexual Harassment of Women at Workplace
 (Prevention, Prohibition and Redressal) Act, 2013 and rules made
 thereunder, the Company has framed and adopted the a policy for
 Prevention of Sexual Harassment at Workplace.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 The Provisions of Section 135 of Companies Act, 2013 is not applicable
 to your Company.
 
 EXTRACTOFANNUALRETURN
 
 Extract of the Annual Return in form MGT-9 pursuant to Section 92(3) of
 the Companies Act, 2013 for the financial year ended 31st March , 2015,
 is provided in Annexure IV forming part of this report.
 
 PARTICULARS OF LOANS, GUARANTEESOR INVESTMENTS BY COMPANY.
 
 Details of Loans, Guarantees and Investments are provided in the notes
 to Financial Statement.
 
 OTHER DISCLOSURE
 
 * No material changes and commitments which could affect the Company''s
 financial position have occurred between the end of the financial year
 of the Company and date of this report.
 
 * The Company is in receipt 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 22.06.2015.
 
 * No compliant received from any employee, pursuant to the Sexual
 Harassment of Women at Workplace (Prevention, Prohibition and
 Redressal) Act, 2013 and rules made thereunder.
 
 HEALTH AND SAFETY MEASURES
 
 The standards of health of workers and safety measures to be taken as
 provided by the Factories Act, 1948 and the rules framed there under
 have been maintained by your Company.
 
 CAUTIONARY STATEMENT
 
 Statements in this Board''s Report and Management Discussion and
 Analysis describing the Company''s 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 Company''s operations include change in government
 regulations, tax laws, economic & political developments within and
 outside the country and such other factors.
 
 ACKNOWLEDGEMENTS AND APPRECIATION
 
 Your Directors take this opportunity to express the sincere
 appreciation for the incredible support and overwhelming co- operation
 from bank, financial institutions, customers, suppliers and all other
 business associates of the Company.
 
 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.
 
 Date: 11th May, 2015
 
 Place: Mumbai                       On behalf of the Board of Directors
 
                                          Sd/-                   Sd/-
                                     Anil Choksi        Gaurav Choksi
                                             MD             WTD & CFO
 
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