To,
The Members, Choksi Asia Limited
(Formerly known as Choksi Imaging Limited)
Your Directors' are pleased to present the 33rd Annual
Report on the business and operations of the Company, together with the Audited Financial
Statements for the financial year ended March 31, 2025.
INDUSTRY & BUSINESS OVERVIEW
Choksi Asia Limited ("the Company"), formerly known as Choksi
Imaging Limited has engaged in 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.
FINANCIAL STATEMENTS AND STATE OF AFFAIRS OF THE COMPANY
The Company's performance during the year ended March 31, 2025, as
compared to the previous financial year, is summarized below: (Rs. in lakhs)
Particulars |
2024-2025 |
2023-2024* |
| Total Revenue |
3856.37 |
1809.02 |
| Profit/(Loss) Before Depreciation,
Amortization, |
491.1 |
168.18 |
| Exceptional & Extraordinary Items and Tax |
|
|
| Less: Depreciation and Amortization expense |
18.40 |
18.38 |
| Profit/(Loss) Before Exceptional &
Extraordinary Items |
472.70 |
149.80 |
| and Tax |
|
|
| Net Profit/(Loss) Before Tax (NPBT) |
472.70 |
149.80 |
| Less: Tax expenses |
162.80 |
11.09 |
| Net Profit/(Loss) After Tax (NPAT) |
309.90 |
138.72 |
| Amount available for appropriations |
309.89 |
138.72 |
* The Figures for the financial year 2023-24 are merged figures after
amalgamation of Choksi Asia Private Limited with Choksi Asia Limited.
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. Pursuant to Scheme of Amalgamation, the
Company has changed its object by passing special resolution through postal ballot on May
25, 2025.
FINANCES
The total long-term borrowings of your Company as on March 31, 2025
stood at Rs.295.04 lakhs, Cash and Cash Equivalent stood at Rs.999.03 lakhs and total
investments is NIL at the end of the year.
CASH FLOW AND FINANCIAL STATEMENTS
As required under the regulation 34(2)(c) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Regulations) Requirements,
2015, a Cash Flow Statement is part of the Annual Report 2024-25.
OPERATIONS AND STATE OF COMPANY'S AFFAIRS
Choksi Asia Limited is undertaking 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 2024-2025, under review has
increased to Rs.3698.16 lakhs from Rs.1599.11 lakhs for the year 2023-2024.
The Company has made net profit of Rs.309.90 lakhs for the year
2024-2025 as compared to profit of Rs.138.72 lakhs for 2023-2024.
DIVIDEND
The Board has not recommended any final dividend for the year
2024-2025.
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 2024-2025.
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 Company has successfully completed the amalgamation of Choksi Asia
Private Limited (Transferor Company) with Choksi Asia Limited (Transferee Company,
formerly known as Choksi Imaging Limited). In accordance with the Scheme of Amalgamation,
the Company has issued and allotted Equity Shares and Non-Convertible Redeemable
Preference Shares to the Members of the Transferor Company. Further, the process for
listing of the Equity Shares has also been duly completed.
NAME CHANGE OF THE COMPANY
Pursuant to the Scheme of Amalgamation sanctioned by the Hon'ble
NCLT, the Company has undergone significant restructuring and consolidation of its
business operations. In order to provide a clear identity that appropriately represents
the broader scope of activities and future direction of the merged entity, the Company has
changed its name from "Choksi Imaging Limited" to "Choksi Asia
Limited."
The new name has been adopted to suitably reflect the diversified
nature of business and activities being undertaken by the Company post-amalgamation and to
create a unified brand identity for all stakeholders.
The change of name has been duly approved by the Members of the Company
and confirmed by the Registrar of Companies and all statutory and regulatory compliances
in this regard have been completed.
OBJECT CLAUSE CHANGE
Pursuant to the Scheme of Amalgamation sanctioned by the Hon'ble
NCLT, the Company has undertaken a comprehensive review of its Memorandum of Association
to ensure that the charter documents adequately reflect the enlarged scope of operations
arising out of the amalgamation. In this context, the Object Clause of the Company has
been suitably amended to encompass and accommodate the diverse business activities of the
merged entity. The modification has been carried out with the objective of aligning the
Company's constitutional framework with its present and future business requirements,
thereby enabling the Company to effectively pursue the combined strengths, synergies and
opportunities that have emerged as a result of the amalgamation.
CHANGE OF LOGO OF THE COMPANY
The Board of Directors of the Company has adopted a new logo in order
to align the Company's visual identity with its current vision and strategic
direction. The modification involves the removal of certain visual gaps within the
existing logo design to enhance clarity and visual appeal. The new logo represents our
commitment for our customer-centric approach and forward-looking growth while retaining
the core elements that define our legacy and credibility.
The new Logo is a registered logo of Choksi Asia Private Limited and
our Company has initiated procedure to transfer proprietary rights of the logo from Choksi
Asia Private Limited to Choksi Asia Limited pursuant to Scheme of Amalgamation.
SHARE CAPITAL
As on March 31, 2025, the Company had 39,00,000 equity shares. Pursuant
to the Scheme of Amalgamation, the Company issued and allotted 27,51,000 equity shares on
May 29, 2025 and cancelled 9,49,896 equity shares held as cross-holdings. Accordingly, as
on the date of this Report, the aggregate number of equity shares of the Company stands at
57,01,104 which have been listed on BSE Limited.
Further, in accordance with the Scheme of Amalgamation, the Company has
also issued 9,97,545 Non-Convertible Redeemable Preference Shares ("NCRPS").
NCRPS do not carry voting rights and will not be listed.
During the year the Company has not issued any Equity Shares with
differential voting rights, Sweat Equity Shares and Employee Stock Options.
As on March 31, 2025, none of the Directors of the Company held any
instruments convertible into equity shares. There has also been no instance where the
Company failed to implement any corporate action within the prescribed timelines.
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 corporate governance
report for the year 2024-2025 is attached herewith as an Annexure I.
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 II.
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 retiring by rotation at the ensuing Annual General Meeting
and being eligible, offered themselves for re-appointment and as recommended by Nomination
and Remuneration Committee. 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. The Board has recommended
re-appointment of Mr. Samir Choksi as Managing Director and Mr. Jay Choksi as Whole time
Director of the Company in its meeting held on May 29, 2025 with effect from August 1,
2025, subject to approval of Members of the Company in ensuing AGM.
? Appointment/ Resignation/Expiry of Term of Independent Directors
and declaration of independence.
During the year, the term of Mr. Himanshu Kishnadwala and Mr. Tushar
Parikh has ceased. The Company has appointed Mr. Krishnakumar Parikh and Mrs. Shraddha
Gandhi as Independent Directors of the Company w.e.f. September 1, 2024 and November 14,
2024, respectively, for a period of 5 (five) consecutive years. The Members of the Company
have given their approval for the same.
The Board has appointed Mr. Tushar Parikh as Non-Executive
Non-Independent Director (Additional) of the Company in its meeting held on August 12,
2025, with effect from August 12, 2025 for period of three years, subject to approval of
Members of the Company in ensuing AGM.
In the opinion of the Board, the new Independent Directors fulfil the
condition for appointment as an Independent Director on the Board. Further, in the opinion
of the Board, they also possess 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 Companies 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. The re-appointment of Mr. Samir
Choksi and Mr. Jay Choksi as Managing Director and Whole time Director, respectively, is
due in this annual general meeting.
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 Company's
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 Company's 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, Chaiperson, 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 Board's 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
2024-2025, 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; reviewed the performance of the Chairperson 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.
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 March 31, 2025, the
Audit Committee and Board of Directors hereby confirms that:
a. In the preparation of the annual accounts for the year ended March
31, 2025, the applicable accounting standards have been followed; 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 Company's performance and strategies. During the financial year under review,
the Board met 4 (Four) times on May 19, 2024, August 14, 2024, November 14, 2024 and
February 14, 2025. 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. Krishnakumar Parikh |
Non-Executive Independent Director &
Chairperson |
| 2. |
Mrs. Brijal Desai |
Non-Executive Independent Director |
| 3. |
Mrs. Shraddha Gandhi |
Non-Executive Independent Director |
| 4. |
Mr. Samir Choksi |
Managing Director |
| 5. |
Mr. Jay Choksi |
Whole time Director and CFO |
| 6. |
Mr. Tushar Parikh# |
Non-Executive Non-Independent Director |
# Mr. Tushar Parikh was appointed as Non-Executive Non-Independent
Director of the Company w.e.f. August 12, 2025, subject to approval of Members of the
Company in ensuing AGM.
? 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 recommendations given by Audit
Committee & other Committees of the Board.
Composition of Committees:
Sr. |
Name |
Audit |
Nomination & |
Stakeholders |
No. |
|
Committee |
Remuneration Committee |
Relationship Committee |
| 1. |
Mr. Krishnakumar Parikh |
Chairperson |
Member |
Chairperson |
| 2. |
Mrs. Shraddha Gandhi |
Member |
Member |
Member |
| 3. |
Mrs. Brijal Desai |
Member |
Chairperson |
Member |
| 4. |
Mr. Samir Choksi |
Member |
- |
- |
| 5. |
Mr. Jay Choksi |
- |
- |
- |
AUDIT COMMITTEE
The Audit Committee met four times during the financial year 2024-25 on
May 19, 2024, August 14, 2024, November 14, 2024 and February 14, 2025. 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 Managerial personnel
attended the Audit Committee Meetings as an 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 Company's financial reporting process;
2. Reviewing with the management, the annual financial statements and
auditor's 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 2024-25 on August
14, 2024 and November 14, 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 2024-25 on May 19,
2024. 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 III 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
were 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 Notes to the Financial Statements
forming part of this Annual Report.
None of the Directors have any pecuniary relationship or transactions
vis-?-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.
The Company has accepted deposits from its Director. The detailed
disclosure on the same is given in Financial Statement of the Company.
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 30th Annual General Meeting till conclusion of 35th
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. As per
said resolution the Board has power to make revision in the fees of the Statutory Auditor.
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 Auditor's 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,
appointment of Mrs. Nikita Pedhdiya, Nikita Pedhdiya & Associates, Practicing Company
Secretaries (FCS: 7875, C.P No. 14295) is due in this AGM.
Secretarial Audit Report
The report of the Secretarial Auditor is annexed herewith as Annexure
IV.
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 2024-2025 on compliance of all applicable SEBI Regulations
and circulars/ guidelines has been received from Nikita Pedhdiya & Associates. The
copy of aforesaid report is available on website of BSE Limited. ? 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 the Internal Auditors of the Company for the Financial Year 2024-2025 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
Company's strategy and for the achievement of the long-term goals. A company's
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 Company's 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 Financial Year 2024-25. 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 Company's 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 2024-2025, the reporting under National Financial
Reporting 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 Company's 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
considerable amount of our business in USD/Euro. 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 Asia Limited, there is consistent emphasis on each
individual's sense of responsibility, while simultaneously working as a part of a
team. This results in our people's ability to work in perfect harmony despite coming
from different disciplines. As of March 31, 2025, the number of employees on our payroll
was 9.
Further, during the year, the company has complied with provisions of
Maternity Benefit Act 1961.
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.
Not applicable.
(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.
Not applicable.
(iii) in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)
Not applicable.
(iv) the expenditure incurred on Research and Development.
Not applicable.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Sr. No. |
Particulars |
Current year |
Previous Year |
|
|
(Rs. In Lakhs) |
(Rs. In Lakhs) |
| 1. |
Foreign Exchange Earnings |
14.96 |
0.75 |
| 2. |
Foreign Exchange Outgo |
635.84 |
325.88 |
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 V 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
The details of remuneration to executive directors of the Company have
been disclosed in Financial Statement.
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 and an Annexure VI.
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 Chairperson 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 in Annexure VI.
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 2024-25.
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, 2025, 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 Financial Year 2024-25 has been placed on the Company's
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 2024-2025, the Company had received request from
Promoter of the Company to re-classify herself from Promoter category to Public category.
The detailed disclosures on reclassifications are available on BSE portal and website of
the Company. The reclassification request has been approved by the BSE Limited. ? 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
Company's 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 2017-18 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 have 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 Board's Report and annexures, Management
Discussion and Analysis Report 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.
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 Members for their faith
in the Company. The Directors also sincerely appreciate the professionalism and dedication
displayed by the employees of the Company.
Date: August 12, 2025 |
For and on behalf of the
Board of Directors |
Place: Mumbai |
Choksi Asia Limited (Formerly
known as Choksi Imaging Limited) |
|
(CIN: L71200MH1992PLC388063) |
|
Sd/- |
Sd/- |
|
Samir Choksi |
Jay Choksi |
|
DIN:00049416 |
DIN:07151509 |
|