Directors Report of Choksi Laboratories Ltd.

Mar 31, 2025

Your Directors are presenting the 32nd Annual Report on the business and operations ofthe Company together with the Audited Financial Statements for the year ended March 31, 2025.

1. FINANCIAL SUMMARY/HIGHLIGHTS

The summarized financial result for the year areas under:

(Rs. In lakhs)
Particulars	F.Y.2024-25	F.Y.2023-24
Total Revenue (Including other operating revenue)	4184.94	3685.92
Profit/(Loss) before Tax (PBT)	215.33	166.32
Exceptional Items	0.00	0.00
Less: a) Current Tax	33.38	27.64
b) Income Tax earlier year	0.00	6.43
c) MAT entitlement	39.50	(27.64)
d)Deferred Tax	(9.88)	48.91
Net Profit/ (Loss) for the period	152.33	110.98
Total Comprehensive Income	136.98	110.22
Basic& Diluted EPS per equity share of face value Rs. 10 each (in Rs.)	2.19	1.59
Equity shares of face value of Rs. 10 each (In Rs.)	696.52	696.52

2. COMPANY’S PERFORMANCE REVIEW

In financial year 2024-25 we have generated the revenue of Rs. 4184.94 lacs as compared to Rs. 3685.92 Lacs. in the previous year. The Net profit before Tax for the year under review has amounted to Rs. 215.33 lacs as compared to previous year profit of Rs. 166.32 Lacs, the exceptional Items amounting NIL (previous year Rs. NIL), and Net profit after tax for the year is Rs. 152.33 lacs as compared to previous year profit of Rs. 110.98 lacs.

3. ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website ofthe Company on the following link (http://www.choksilab.in)

4. DIVIDEND

In view of requirement of funds for the operations of the Company, no dividend is recommended for the financial year ending 31st March 2025.

5. PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Directors was completed during the year under review. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis forms an integral part of this Report (Annexure I) and gives detail of the overall industry structure, developments, performance and state of affairs of the Company''s various businesses viz., the decorative business international operations, industrial and home improvement business, internal controls and their adequacy, risk management systems and other material developments during the financial year.

7. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report. After the completion of financial year, the Company experienced a cybersecurity breach in the form of a ransomware attack on its primary servers and IT infrastructure on 22nd May, 2025. This attack led to a temporary disruption of operations and inaccessibility of financial and operational data.

Immediately upon detection, the Company engaged a professional IT cybersecurity firm to assess the impact and initiate recovery. Using secured off-site backups and expert assistance, critical financial data was recovered by May 31,2025, and operations resumed thereafter.

As a result of the incident, the scheduled meeting of the Board of Directors on May 29, 2025, to consider and approve the audited financial results for the quarter and year ended March 31, 2025, was deferred. The Board subsequently approved the results at its meeting held on June 7, 2025.

To mitigate future risks, the Company has significantly enhanced its cybersecurity protocols by implementing multi-layered security systems, firewalls, employee awareness measures, and endpoint protection. A detailed review and assessment of the root cause and preventive measures are ongoing

8. CHANGE IN THE NATURE OF BUSINESS IF ANY.

There was no change in the nature ofbusiness ofthe Company during the Financial Year ended 31st March 2025.

9. FOREIGN EXCHANGE EARNINGS & OUTGO Foreign Exchange outgo: Rs.194.28 Lakhs

Foreign Exchange Earnings: Rs. 169.72 Lakhs

10. GOVERNANCE AND ETHICS

a. Corporate Governance

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. The Companies Act, 2013 and amended SEBI (Listing obligation and Disclosure Requirements) Regulation 2015 have strengthened the governance regime in the country. The Company is in compliance with the governance requirements provided under the new law and had proactively adopted many provisions of the new law, ahead of time. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Integrity and transparency are keys to our corporate governance practices to ensure that we gain and retain the trust of stakeholders at all the times.

A separate report on Corporate Governance (Annexure III) is provided together with a Certificate from the practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated SEBI (Listing obligation and Disclosure Requirements) Regulation 2015 (Annexure IV) A Certificate of the MD and CFO of the Company, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.(Annexure V).

b. Directors & Key Managerial Personnel Appointments: Director

Re-appointments: In accordance with the Articles of Association of the Company and Section 152 of The Companies Act, 2013, Mrs. Stela Choksi (DIN: 00155043), Whole-Time Director is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Mrs. Stela Choksi is liable to retire by rotation.

• During the Financial Year 2024-25, Mrs. Prachi Mantri (DIN: 10491114) and Mrs. Abha Shastri (DIN: 0065772), was regularized as Independent Director of the Company via postal ballot resolution from shareholders of the company to hold the office for five years w.e.f. 01st May, 2024.

The Company has received disclosures from all the directors and none ofthe directors has been disqualified as stipulated under Section 164 ofthe Companies Act, 2013 and rules made there under.

c. Number of Meetings of Board of Directors

The Board of Directors met Four (4) times during the Financial Year under review viz. 29th May 2024, 13th August 2024, 14th November 2024 and 14th February 2025. The maximum gap between any 2 meetings did not exceed 120 days.

d. Independent Directors and their Meeting

Your Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

The Independent Directors met on 14th February 2025 without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non- Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

e. Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General

Meetings'', respectively, have been duly followed by the Company. f. Audit Committee & Composition The Audit Committee comprises Independent Directors namely Mrs. Abha Shastri (Chairman), Mrs. Meenaxi Patidar (Member) and Mrs. Prachi Mantri (Member). During the year all recommendations made by the Audit Committee were accepted by the Board. The Composition ofthe Committee is hereunder:
	S.No.	Name of the Director	Position
	1	Abha Shastri	Chairman
	2	Meenaxi Patidar	Member
	3	Prachi Mantri	Member
g. Nomination and Remuneration Committee The Nomination and Remuneration Committee comprises Independent Directors namely Mrs. Meenaxi Patidar, Mr. Raghmendra Singh and Mrs. Abha Shastri during the year all recommendations made by the Nomination and Remuneration Committee were accepted by the Board. The Composition ofthe Committee is as follows:
	S.No.	Name of the Director	Position
	1	Meenaxi Patidar	Chairman
	2	Raghmendra Singh	Member
	3	Abha Shastri	Member
h. Stakeholder Relationship Committee The Stakeholder Relationship Committee comprises Independent Directors namely Mr. Raghmendra Singh, Mrs. Abha Shastri and Mrs. Prachi Mantri. During the Year all recommendation made by the Stakeholder Relationship Committee were accepted by the Board. The Composition ofthe Committee is hereunder:
	S.No.	Name of the Director	Position
	1	Raghmendra Singh	Chairman
	2	Abha Shastri	Member
	3	Prachi Mantri	Member

11. PARTICULARS OF EMPLOYEES

During the year, none of the employee is drawing remuneration of more than INR 102.00 Lakhs or more per annum or INR 8.50 Lakhs per month for part of the year. Therefore, the statement containing details of Top Ten Employees in terms of remuneration of employees as required under Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to the date, is available at Registered Office of the Company. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the aforesaid details.

The prescribed particulars of employees required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure II and forms the part of this Board Report.

12. INTERNAL FINANCIAL CONTROL

According to Section 134(5) (e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation ofreliable financial information.

The Company has adequate system of internal controls to ensure that all the assets are safeguarded and are productive. Necessary checks and controls are in place to ensure that transactions are properly verified, adequately authorized, correctly recorded and properly reported. The Internal Auditors ofthe Company conducts Audit ofvarious departments to ensure that internal controls are in place;

13. NOMINATION AND REMUNERATION POLICY

The Board, on the recommendation of the Nomination and Remuneration Committee, has adopted a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management. The details of this Policy are given hereunder. The policy is available on the Company''s website at https://www.choksilab.in

The Company considers human resources as its invaluable assets. The Nomination and Remuneration Policy aims to pay equitable remuneration to all Directors, Key Managerial Personnel and employees of the Company, to harmonize the aspirations of human resources consistent with the goals of the Company. The Remuneration Policy for all employees is designed to attract talented personnel and remunerate them fairly and responsibly, this being continuous, ongoing exercise at each level in the organization.

14. WHISTLE BLOWER POLICY

The Company has in place a Whistle Blower/Vigil Mechanism through which it''s Stakeholders, Directors, and Employees can report genuine concerns about unethical behavior and actual or suspected fraud or violation of the Company''s Code of Business Conduct and Ethics. The said policy provides for adequate safeguards against victimization and direct access to the Audit Committee. The e-mail id for reporting genuine concerns is [e-mail]. During the year, no complaint was received in terms ofthe policy.

15. WHOLE TIME/ MANAGING DIRECTOR

The Company pays remuneration by way of salary, perquisites, and allowances (fixed component) and commission (variable components wherever applicable as per terms of appointment) to its Whole-time Directors. A proper balance between fixed and variable components is aimed at. Salary is paid based on the recommendation of the Nomination and Remuneration Committee and as approved by the Board of Directors, subject to the approval of the Shareholders within the limits stipulated by the Act and the Rules made there under. The remuneration paid to the Whole Time Directors is determined keeping in view the industry benchmark and the relative performance of the Company compared to the industry performance.

16. NON-EXECUTIVE DIRECTORS

Non-Executive Directors receive sitting fees for attending Meetings of the Board and its Committees as per the provisions of the Act and the Rules made there under. No other remuneration is paid to the Non-Executive Directors. The Nomination and Remuneration Committee may recommend to the Board, the payment of commission taking into account the evaluation ofthe performance of the Directors.

17. KEY MANAGERIAL PERSONNEL (KMP) AND OTHER EMPLOYEES

The remuneration of KMP other than the Whole Time Director and other Senior Managerial Employees largely consists of basic salary, perquisites, allowances and performance incentives (wherever paid). Perquisites and retirement benefits are paid according to the Company''s policy. The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification and experience, merits and performance of each employee. The Company while deciding the remuneration package takes into consideration the current employment scenario and remuneration package prevalent in the industry and peer group companies.

18. DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) ofthe Act:

a. in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs ofthe Company;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a ''going concern'' basis;

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such.

19. STATUTORY AUDITORS

M/s. Prateek Jain & Co., Chartered Accountants (ICAI FRN: 009494C), were appointed as Statutory Auditor of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on 24th September, 2022. They have confirmed that they are not disqualified from continuing as Auditors ofthe Company.

The Auditors Report and the Notes on financial statement for the year 2024-25 referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.

Reporting of Fraud by auditors

During the year under review neither the statutory auditor nor the secretarial auditor has reported to the audit committee, under Section 143(12) Of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

20. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Surabhi Agrawal, Practicing Company Secretary (ACS:56574, C.P. No. 23696) to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March 2025. The Secretarial Auditors in their report for the year 2024 - 25 has confirmed the compliances of by the Company as covered in their report.

The Report of the Secretarial Audit for the year 2024-25 in the Form MR-3 is annexed herewith as "Annexure VII”. There is no qualification, reservation or adverse remark or in Secretarial Audit Report.

21. INTERNAL AUDITORS

In compliance with the provisions of Section 138 of Companies Act, 2013, read with Companies (Accounts) Rules, 2014, your Company has appointed as internal auditor M/s. Tanmay V. Rajurkar & Co., Chartered Accountants.

22. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and SEBI Listing obligation and disclosure Regulation 2015(LODR), your Company has formulated a Policy on Related Party Transactions which is also available on http://www.choksilab.in/downloads. All Related Party Transactions are placed before the Audit Committee for review and approval of the Committee on a quarterly basis. Also, the Company has obtained prior omnibus approval for Related Party Transactions occurred during the year for transactions which are of repetitive nature and/ Or entered in the ordinary course of business and are at arm''s length.

All the related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024-25 and hence does not form part of this report.

Details of related party transactions entered into by the Company, in terms of Companies Act, 2013 and IND AS-24 have been disclosed in the notes to the standalone/consolidated financial statement forming part ofthis Annual Report 2024-25.

23. OTHER DISCLOSURES

a. Particulars of Loans, Guarantees or Investments:

The particulars of loans, guarantees and investments as on 31st March 2025 are covered under the provisions of Section 186 ofthe Companies Act, 2013 is given in the Notes to Financial statements ofthe Company.

Significant and Material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company:

There are no significant and material orders passed by the Regulators / Courts / Tribunals, which would impact the going concern status ofthe Company and its future operations.

b. Details of Fixed Deposits

During the year under review, the Company has not accepted any Deposit under Section 73 of The Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. It is further stated that the Company does not have any deposits which are not in compliance with the requirements of Chapter V ofthe Companies Act, 2013.

c. Prevention of Sexual Harassment at Workplace:

The company has a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, there were no complaints pertaining to sexual harassment."

d. Business Responsibility Report

Regulation 34 (2) of the Listing Regulations, provides that the Annual Report of the Top 500 listed entities based on market capitalization (calculated as on March 31 of every financial year), shall include a Business Responsibility Report("BRR"). Since your Company, does not feature in the Top 1000 listed entities as per market capitalization as on March 31,2025, the Business Responsibility Report for the financial year 2024-2025 does not form a part ofthis Annual Report.

e. Health and Safety

Health and Safety issues are addressed systematically, effectively and proactively. Your Company takes pride in providing various forms of medical assistance to its employees. Periodic health check-ups are carried out for all employees and regular training programs are organized on safety and precautionary measures. Firefighting training programs and first aid training camps are organized regularly educate workers and employees at the plant locations and corporate office.

24. ACKNOWLEDGMENT

We would like to thank to all our Stakeholders, Investors Bankers, customers, Suppliers, Government agencies, stock exchanges and depositories, Auditors, legal advisors, consultants, business associates, service providers for their continued commitment, and invincible enthusiasm which made this year productive and pleasurable.

The Board also places on record, their deep sense of appreciation towards all its Employees at all levels for adopting the values of the Company and their hard work during the year.

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Mar 31, 2024

Your Directors are presenting the 31st Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31, 2024.

1. FINANCIAL SUMMARY/HIGHLIGHTS

The summarized financial result for the year areas under:

(Rs. In lakhs)
Particulars	F.Y.2023-24	F.Y.2022-23
Total Revenue (Including other operating revenue)	3685.92	3465.76
Profit/(Loss)beforeTax(PBT)	166.32	146.56
Exceptional Items	0.00	225.58
Less: a) Current Tax	27.64	62.17
b) Income Tax earlier year	6.43	0.63
c) MAT entitlement	(27.64)	(62.80)
d) Deferred Tax	48.91	51.14
Net Profit/ (Loss) for the period	110.98	321.00
Total Comprehensive Income	110.22	321.33
Basic & Diluted EPS per equity share of face value Rs. 10 each (in Rs.)	1.59	4.61
Equity shares of face value of Rs. 10 each (In Rs.)	696.52	696.52

COMPANY’S PERFORMANCE REVIEW

In financial year 2023-24 we have generated the revenue of Rs. 3685.92 lacs as compared to Rs. 3465.76 Lacs in the previous year. The Net profit before Tax for the year under review has amounted to Rs. 166.32 lacs as compared to previous year profit of Rs. 146.56 Lacs, the exceptional Items amounting - NIL (previous year Rs. 225.58), and Net profit after tax for the year is Rs. 110.22 lacs as compared to previous year profit ofRs. 321.33 lacs.

3. ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website ofthe Company on the following link (http://www.choksilab.in)

4.    DIVIDEND

In view of requirement of funds for the operations of the Company, no dividend is recommended for the financial year ending 31st March 2024.

5.    PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Directors was completed during the year under review. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process.

6.    MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis forms an integral part of this Report (Annexure I) and gives detail of the overall industry structure, developments, performance and state of affairs of the Company’s various businesses viz., the decorative business international operations, industrial and home improvement business, internal controls and their adequacy, risk management systems and other material developments during the financial year.

7.    MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report. “There have been no material changes and commitments affecting the financial position ofthe Company between the end ofthe financial year and date ofthis report.

8.    CHANGE IN THE NATURE OF BUSINESS IF ANY.

There was no change in the nature ofbusiness ofthe Company during the Financial Year ended 31stMarch 2024.

9.    FOREIGN EXCHANGE EARNINGS & OUTGO

Foreign Exchange outgo: Rs. 111.54 Lakhs Foreign Exchange Earnings: Rs. 76.76 Lakhs

10.    GOVERNANCE AND ETHICS

a. Corporate Governance

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. The Companies Act, 2013 and amended SEBI (Listing obligation and Disclosure Requirements) Regulation 2015 have strengthened the governance regime in the country. The Company is in compliance with the governance requirements provided under the new law and had proactively adopted many provisions of the new law, ahead of time. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Integrity and transparency are keys to our corporate governance practices to ensure that we gain and retain the trust to four stakeholders at all the times.

A separate report on Corporate Governance (Annexure II) is provided together with a Certificate from the practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated SEBI (Listing obligation and Disclosure Requirements) Regulation 2015 (Annexure III) A Certificate of the MD and CFO of the Company, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed. (Annexure IV).

b.    Directors & Key Managerial Personnel Appointments: Director

Re-appointments: In accordance with the Articles of Association of the Company and Section 152 of The Companies Act, 2013, Ms. Himika Choksi (DIN: 00155007), Whole-Time Director is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Ms. Himika Choksi is liable to retire by rotation.

•    During the Financial Year 2023-24, the position of Mr. N. K. Mani (DIN: 02783996) from the directorship left vacant due to sudden demise ofMr. N. K. Mani on 08th January, 2024. The left position was later on fulfilled by the appointment ofMrs. Prachi Mantri (DIN: 10491114) in the duly convened board meeting held on 03rdFebruary, 2024.

•    The Term of Mr. Sudarshan Shastri (DIN: 00155105) as an Independent Director has completed w.e.f.31.03.2024.

•    After the completion of Financial Year 2023-24, Mrs. Prachi Mantri (DIN: 10491114) and Mrs. Abha Shastri (DIN: 0065772),was regularized as Independent Director of the Company via postal ballot resolution from shareholders of the company to hold the office for fiveyears w.e.f. 01stMay, 2024.

The Company has received disclosures from all the directors and none of the directors has been disqualified as stipulated under Section 164 ofthe Companies Act, 2013 and rules made there under.

c.    Number of Meetings of Board of Directors

The Board of Directors met Six (6) times during the Financial Year under review viz. 29th May 2023, 05thJuly, 2023, 12thAugust 2023, 10thNovember2023, 03rdFebruary 2024, and 27thMarch 2024. The maximum gap between any 2 meetings did not exceed 120 days.

d.    Independent Directors and their Meeting

Your Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

The Independent Directors met on 27thMarch 2024 without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non- Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

e.    Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

f.    Audit Committee & Composition

The Audit Committee comprises Independent Directors namely Mr. Sudharshan Shastri (Chairman), Mrs. Meenaxi Patidar(Member), Mr. N.K. Mani (Member). During the year all recommendations made by the Audit Committee were accepted by the Board. On 08th January,

2024 one of the member of committee, Mr. N. K. Mani passed away and his position was later on filed by appointment of Mrs. Prachi Mantri.

After the completion of Financial Year 2023-24, company has appointed Mrs. Abha Shastri as Independent Director of the company and chairman of Audit committee of Board Directors w.e.f. 01st April, 2024.

The fresh Composition ofthe Committee is hereunder:

S.No.	Name of the Director	Position
1	Abha Shastri	Chairman
2	Meenaxi Patidar	Member
3	Prachi Mantri	Member

g. Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Independent Directors namely Mr. Sudarshan Shastri, Mr. Raghmendra Singh and Mr. N.K. Mani during the year all recommendations made by the Nomination and Remuneration Committee were accepted by the Board. On 08th January, 2024 one of the member of committee, Mr. N. K. Mani passed away due to which Mrs. Meenaxi Patidar was introduced into the committee w.e.f. 03rd February, 2024. The term completion of Mr. Sudarshan Shastri was also took place on 31st March, 2024.

The fresh Composition ofthe Committee is as follows:

After the completion ofFinancial Year 2023-24, company has appointed Mrs. Abha Shastri as Independent Director of the company and became member of Nomination and Remuneration committee of Board of Directors w.e.f. 01st April, 2024.

S.No.	Name of the Director	Position
1	Meenaxi Patidar	Chairman
2	Raghmendra Singh	Member
3	Abha Shastri	Member

h. Stakeholder Relationship Committee

The Stakeholder Relationship Committee comprises Independent Directors namely Mr, Sudarshan Shastri (Chiarman) Mrs. Meenaxi Patidar (Member) and Mr, N. K. Mani (Member). During the Year all recommendation made by the Stakeholder Relationship Committee were accepted by the Board.On 08th January, 2024 one of the member of committee, Mr. N. K. Mani passed away, due to which Mr. Raghmendra Singh was introduced into the committee w.e.f. 03rd February, 2024. The term completion of Mr. Sudarshan Shastri was also took place on 31st March, 2024.

After the completion ofFinancial Year 2023-24, company has appointed Mrs. Abha Shastri as Independent Director of the company and became member of Stakeholder Relationship Committee of Board of Directors w.e.f. 01st April, 2024.

The fresh Composition ofthe Committee is hereunder:

S.No.	Name of the Director	Position
1	Raghmendra Singh	Chairman
2	Abha Shastri	Member
3	Prachi Mantri	Member

i.    Contracts and Arrangements with Related Parties

All Related Party Transactions, which are foreseen and repetitive in nature, are placed before the Audit Committee on a yearly basis for obtaining prior omnibus approval of the committee. The transactions entered into pursuant to the omnibus approval are placed before the Audit Committee for review and approval on quarterly basis.

During the financial year 2023-24, there were no transactions with related parties which qualify as material transactions under SEBI (Listing obligation and Disclosure Requirements) Regulation 2015 and the Companies Act.

In line with the requirements of the Companies Act, 2013 and Equity SEBI (Listing obligation and Disclosure Requirements)Regulation 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at http://www.choksilab.in/Downloads.The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

11.    PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 134 and 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled there to, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Your Company’s mission envisages a strong sense of commitment to work by being a caring pharmaceutical company, which will continuously strive to enhance health through quality Service. Your Company aims at consistently providing service that meet customer needs as well as national and international regulatory requirements, as may be applicable. Your Company has been steadily raising the bar, setting higher goals for incremental performance and enlarging the scope of its initiatives. The environmental policy of your Company emphasizes being a caring Company, which shall protect and promote the environment by complying with applicable environmental regulations and preventing pollution in all its operations.

12.    INTERNAL FINANCIAL CONTROL

According to Section 134(5) (e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation ofreliable financial information.

The Company has adequate system of internal controls to ensure that all the assets are safeguarded and are productive. Necessary checks and controls are in place to ensure that transactions are properly verified, adequately authorized, correctly recorded and properly reported. The Internal Auditors ofthe Company conducts Audit ofvarious departments to ensure that internal controls are in place;

13.    NOMINATION AND REMUNERATION POLICY

The Board, on the recommendation of the Nomination and Remuneration Committee, has adopted a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management. The details of this Policy are given hereunder. The policy is available on the Company’s website at www.choksilab.in.

The Company considers human resources as its invaluable assets. The Nomination and Remuneration Policy aims to pay equitable remuneration to all Directors, Key Managerial Personnel and employees of the Company, to harmonize the aspirations of human resources consistent with the goals of the Company. The Remuneration Policy for all employees is designed to attract talented personnel and remunerate them fairly and responsibly, this being continuous, ongoing exercise at each level in the organization.

14.    WHISTLE BLOWER POLICY

The Company has in place a Whistle Blower/Vigil Mechanism through which it’s Stakeholders, Directors, and Employees can report genuine concerns about unethical behavior and actual or suspected fraud or violation of the Company’s Code of Business Conduct and Ethics. The said policy provides for adequate safeguards against victimization and direct access to the Audit Committee. The e-mail id for reporting genuine concerns is [e-mail]. During the year, no complaint was received in terms ofthe policy.

15.    WHOLE TIME/ MANAGING DIRECTOR

The Company pays remuneration by way of salary, perquisites, and allowances (fixed component) and commission (variable components wherever applicable as per terms of appointment) to its Whole-time Directors. A proper balance between fixed and variable components is aimed at. Salary is paid based on the recommendation of the Nomination and Remuneration Committee and as approved by the Board of Directors, subject to the approval of the Shareholders within the limits stipulated by the Act and the Rules made thereunder. The remuneration paid to the Whole Time Directors is determined keeping in view the industry benchmark and the relative performance of the Company compared to the industry performance.

16.    NON-EXECUTIVE DIRECTORS

Non-Executive Directors receive sitting fees for attending Meetings of the Board and its Committees as per the provisions of the Act and the Rules made there under. No other remuneration is paid to the Non-Executive Directors. The Nomination and Remuneration Committee may recommend to the Board, the payment of commission taking into account the evaluation ofthe performance ofthe Directors.

17.    KEY MANAGERIAL PERSONNEL (KMP) AND OTHER EMPLOYEES

The remuneration of KMP other than the Whole Time Director and other Senior Managerial Employees largely consists of basic salary, perquisites, allowances and performance incentives (wherever paid). Perquisites and retirement benefits are paid according to the Company’s policy. The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification and experience, merits and performance of each employee. The Company while deciding the remuneration package takes into consideration the current employment scenario and remuneration package prevalent in the industry and peer group companies.

18.    DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) ofthe Act:

a.    in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b.    the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs ofthe Company;

c.    the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;

d.    the Directors had prepared the annual accounts on a ‘going concern’basis;

e.    the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such.

19.    STATUTORY AUDITORS

M/s. Prateek Jain & Co., Chartered Accountants (ICAI FRN: 009494C),were appointed as Statutory Auditor of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on 24thSeptember, 2022. They have confirmed that they are not disqualified from continuing as Auditors ofthe Company.

The Auditors Report and the Notes on financial statement for the year 2023-24 referred to in the Auditor’s Report are self-explanatory and do not call for any further comments.

Reporting of Fraud by auditors

During the year under review neither the statutory auditor nor the secretarial auditor has reported to the audit committee, under Section 143(12) Of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report.

20.    SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Surabhi Agrawal, Practicing Company Secretary (ACS:56574, C.P. No. 23696) to undertake the Secretarial Audit of the Company. The Secretarial Auditors in their report for the year 2023 - 24 has confirmed the compliances of by the Company as covered in their report.

The Report of the Secretarial Audit for the year 2023-24 in the Form MR-3 is annexed herewith as “Annexure VI”. There is no qualification, reservation or adverse remark or in Secretarial Audit Report.

21.    INTERNAL AUDITORS

In compliance with the provisions of Section 138 of Companies Act, 2013, read with Companies (Accounts) Rules, 2014, your Company has appointed as internal auditor M/s. Tanmay V Rajurkar & Co., Chartered Accountants for the Financial Year 2023-24.

22.    RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and SEBI Listing obligation and disclosure Regulation 2015(LODR), your Company has formulated a Policy on Related Party Transactions which is also available on http://www.choksilab.in/downloads. All Related Party Transactions are placed before the Audit Committee for review and approval of the Committee on a quarterly basis. Also, the Company has obtained prior omnibus approval for Related Party Transactions occurred during the year for transactions which are of repetitive nature and/ Or entered in the ordinary course of business and are at arm’s length.

All the related party transactions entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section134 (3)(h) of the Companies Act, 2013 in Form AOC2.

Your Company Comply Pursuant to Regulation 23(9) of the SEBl (Listing Obligations & Disclosure Requirements), 2015, as amended vide SEBl (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, Submit note on Related Party Transactions, on consolidated basis for the financial year ended 31st March, 2024 to the Stock Exchange.

23.    OTHER DISCLOSURES

a.    Particulars of Loans, Guarantees or Investments:

The particulars of loans, guarantees and investments as on 31st March 2024 are covered under the provisions of Section 186 of the Companies Act, 2013 is given in the Notes to Financial statements of the Company.

Significant and Material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company:

There are no significant and material orders passed by the Regulators / Courts / Tribunals, which would impact the going concern status of the Company and its future operations.

b.    Details of Fixed Deposits

During the year under review, the Company has not accepted any Deposit under Section 73 of The Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. It is further stated that the Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

c.    Prevention of Sexual Harassment at Workplace:

The company has a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, there were no complaints pertaining to sexual harassment.”

d.    Business Responsibility Report

Regulation 34 (2) of the Listing Regulations, provides that the Annual Report of the Top 500 listed entities based on market capitalization (calculated as on March 31 of every financial year), shall include a Business Responsibility Report("BRR"). Since your Company, does not feature in the Top 1000 listed entities as per market capitalization as on March 31,2024, the Business Responsibility Report for the financial year 2023-2024 does not form a part of this Annual Report.

e.    Health and Safety

Health and Safety issues are addressed systematically, effectively and proactively. Your Company takes pride in providing various forms of medical assistance to its employees. Periodic health check-ups are carried out for all employees and regular training programs are organized on safety and precautionary measures. Firefighting training programs and first aid training camps are organized regularly educate workers and employees at the plant locations and corporate office.

24.    ACKNOWLEDGMENT

We would like to thank to all our Stakeholders, Investors Bankers, customers, Suppliers, Government agencies, stock exchanges and depositories, Auditors, legal advisors, consultants, business associates, service providers for their continued commitment, and invincible enthusiasm which made this year productive and pleasurable.

The Board also places on record, their deep sense of appreciation towards all its Employees at all levels for adopting the values of the Company and their hard work during the year.

For and on behalf of the Board of Directors Choksi Laboratories LimitedSd/-

Place: Indore    Sunil Choksi

Date: 13.08.2024    Chairman &Managing Director

DIN-00155078

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Mar 31, 2015

Dear Members,

Your Directors have pleasure presenting the 22nd Annual Report alongwith Audited Accounts for the year ended 31st March, 2015.

Financial Results

(Rs. In lacs)

(31.03.2015) (31.03.2014)

Operational Receipts 2197.46 1988.65

Other Income 17.26 9.52

Profit/(Loss) on Sale of Fixed Assets 46.89 -

Profit before Depreciation, Interest & Tax 577.56 440.82

Depreciation 282.97 159.01

Interest 156.75 119.01

Provision for tax 55.25 32.57

Income Tax Earlier year 0.60 35.11

Deferred Tax Liability for Current Year (6.13) (11.34)

MAT Credit entiltement - (10.05)

Net Profit 88.12 116.51

Balance brought forward 1179.41 1062.90

Less : Fixed assets W/o due to (188.06) - transitional provisions of the Act-(Refer Note no. 9.1)

Balance carried to Balance Sheet 1079.47 1179.41

OPERATIONS:

The turnover for the year under review was Rs.2197.46 Lacs as compared to Rs.1988.65 Lacs in the previous year. The Company has recorded a profit before depreciation, interest and tax of Rs.577.56 Lacs during the year as compared to Rs. 440.82 Lacs in the previous year and recorded a profit after tax of Rs. 88.12 Lacs during the year as compared to Rs. 116.51 Lacs during the previous year.

The Profit from operations of the Company for the year ended 31st March, 2015 was down as the useful life of Fixed assets has been revised as per Schedule II to the Companies Act, 2013 (the Act), Effective from April 1, 2014. Due to this, depreciation for the financial year 2014-15 is higher by previous year.

EXTRACT OF ANNUAL RETURN

In compliance with section 92(3), section 134 (3) (a) and rule 11 of the Companies (Management and Administration) Rules, 2014 the extract of the annual return is annexed as Form No. MGT-9 with this report.

MEETINGS OF THE BOARD

8 (Eight) meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report.

DIRECTORS

Mr.Vyangesh Choksi, Executive, Whole-time Director of the Company retire by rotation and being eligible offer himself for re-appointment. Board recommends him reappointment as director of the Company. Resignation of Mrs. Himika Choksi has been accepted by Board from the office of Joint Managing Director w.e.f. 01st day of September, 2014.

All the Independent Directors qualify all the requirements of sub-section (6) of section 149 of the Companies Act, 2013 and Listing Agreement & shall abide the code of Independent Directors.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to section 134 (5) of the Companies Act, 2013, the Directors confirm that:-

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(ii) They have, in the selection of the accounting policies, consulted the statutory auditors and have 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 of the Company for that period.

(iii) They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) They have prepared the annual accounts on a going concern basis.

(V) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

(Vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a vigil Mechanism named Vigil Mechanism/ Whistle Blower Policy to deal with instances of fraud and mismanagement, if any.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013.

An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No compliant pertaining to sexual harassment were received during FY 2014-2015.

AUDIT COMMITTEE

The Audit Committee comprises Independent Directors namely Shri Sudarshan Shastri (Chairman), Shri Satish Joshi and Shri N.K. Mani as other members. All the recommendations made by the Audit Committee were accepted by the Board.

AUDITORS:

The Auditors, in their report have referred to the Notes forming part of the Account; the notes are self explanatory and need no comments. M/s. Prateek Jain & Co. Chartered Accountants, Indore, Statutory Auditors of the Company retire at the ensuring Annual General Meeting of the Company and being eligible offer themselves for reappointment.

AUDIT REPORT:

The Auditors, in their report have referred to the Notes forming part of the Account; the notes are self explanatory and need no comments.

SECRETARIAL AUDITOR:

The Board has appointed M/s. M. Maheshwari & Associates., Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2015-2016. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed here with marked as Form No. MR- 3 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Due to uncertainty of filing Form MGT-10 and Clause 35-A Company has not filed relevant information to Stock Exchange.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided.

DIVIDEND:

In order to conserve the resources of the Company and retain internal accruals for funding growth and maximizing capacity so that Company generates a good return for shareholders in the long run, the Board of Directors do not propose dividend for the year ended 2014-15.

PUBLIC DEPOSITS:

The Company has not invited/accepted public deposit within the meaning of section 73 of the Companies Act, 2013 and rules made thereunder, during the year under review.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Report on Corporate Governance and Management Discussion and Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed.

LISTING OF SECURITIES:

The Equity Shares of the Company are listed at Bombay Stock Exchange & Madhya Pradesh Stock Exchange Limited, Indore (Since Madhya Pradesh Stock Exchange Limited have closed their activities hence Annual Listing Fees has not been deposit). The Company had duly paid the listing fees to the Bombay Stock Exchange for the financial year 2015-16.

DEMAT STATUS

The Company's shares are presently held in both electronic and physical modes.

BUSINESS RISK MANAGEMENT:

The company does not have any risk other than normal business risk therefore there is no any written risk management policy so far adopted by the company.

INTERNAL FINANCIAL CONTROLS:

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

The Internal financial controls with reference to the financial statements were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

Details of Related Party Transactions have been stated in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee, as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company in accordance with the SEBI (Prohibition of Insider Trading) Regulations 2015.

The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

DECLARATION FROM MANAGING DIRECTOR & CFO CERTIFICATION:

The Board of Directors have received declaration from Managing Director and certificate from CFO under Clause 49(v) of listing agreement. The Certificate have been enclosed in the Corporate Governance Report, is annexed herewith marked as "Declaration from Managing Director" & "CFO Certificate Under Clause 49 (IX)".

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The requisite particulars required to be furnished under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, regarding energy conservation technology absorption and R & D are not applicable, since the Company is not engaged in any manufacturing or processing activities.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange outgo: a. Imports : Rs.7865640/-

b. Travelling Expenses : Rs.632130/-

Foreign Exchange Earnings :Rs.921930/-

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

FOR AND ON BEHALF OF THE BOARD CHOKSI LABORATORIES LIMITED

STELA CHOKSI SUNIL CHOKSI DATE: 01.09.2015 WHOLE-TIME DIRECTOR MANAGING DIRECTOR PLACE: INDORE DIN: 00155043 DIN: 00155078

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Mar 31, 2014

Dear Members,

The Directors have pleasure presenting the 21st Annual Report alongwith Audited Accounts for the year ended 31st March, 2014.

Financial Results

(Rs. In lacs)

(31.03.2014) (31.03.2013)

Operational Receipts 1988.65 1710.55

Other Income 9.52 8.35

Profit/(Loss) on Sale of Fixed Assets - (2.33)

Profit before Depreciation, Interest & Tax 440.82 399.60

Depreciation 159.01 141.86

Interest 119.01 113.29

Provision for tax 32.57 33.71

MAT Credit b/f - 1.29

Income Tax Earlier year 35.11 -

Deferred Tax Liability for Current Year (11.34) 7.23

MAT Credit entiltement (10.05) -

Net Profit 116.51 102.22

Balance brought forward 1062.90 960.68

Balance carried to Balance Sheet 1179.41 1062.90

OPERATIONS:

The turnover for the year under review was Rs.1988.64 Lacs as compared to Rs. 1710.55 Lacs in the previous year. The Company recorded a profit before depreciation, interest and tax of Rs. 440.82 Lacs during the year as against profit of Rs. 399.60 Lacs in the previous year and recorded a profit after tax of Rs. 116.51 Lacs during the year as against the profit of Rs. 102.22 Lacs during the previous year.

Under the unprecedented economy subdued at 4.7% (The Hindu, ND, May 30, 2014), Company took measures to improve the volumes and as a result was able to post positive performance. Major capability additions and expansions were for a third consecutive year postponed in view of current economic uncertainty.

ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS:

During the period under review Company has issued 3,00,000 equity shares pursuant to special resolution passed in the Extra Ordinary General Meeting held on 19.12.2013 issued to Body Corporate (Promoter and Promoter Group) and which were duly allotted on 02.01.2014 and obtained in-principal approval and listing approval from of Bombay Stock Exchange and got trading approval from BSE.

No change in control, in the company will occur due to this preferential allotment.

DIVIDEND:

In order to conserve the resources of the Company and retain internal accruals for funding growth and maximising capacity so that Company generates a good return for shareholders in the long run, the Board of Directors do not propose dividend for the year ended 2013-14.

PUBLIC DEPOSITS:

The Company has not invited/accepted public deposit within the meaning of section 58A of the Companies Act, 1956 and rules made thereunder, during the year under review.

DIRECTORS

Mrs. Stela Choksi, Executive, Promoter Whole-time Directors of the Company retire by rotation and being eligible offer herself for re-appointment. Board recommends her reappointment as director of the Company. Further as per the provision of section 149 and 152 of the Companies Act, 2013, Mr. Sudarshan Shastri, Mr. Pradip Karmakar, Mr. N.K. Mani and Mr. Satish Chandra Joshi Independent, non-executive directors of the Company has re-appointed for a period of 5 years, commencing from 01st October, 2014 to 30th September, 2019 further resignation of Mrs. Himika Varma has been accepted by Board from the office of Joint Managing Director w.e.f. 01st day of September, 2014.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:-

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(ii) They have, in the selection of the accounting policies, consulted the statutory auditors and have 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 of the Company for that period.

(iii) They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) They have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Report on Corporate Governance and Management Discussion and Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed.

DEMAT STATUS

The Company''s shares are presently held in both electronic and physical modes.

PARTICULARS OF EMPLOYEES

There was no employee in the Company who was employed throughout the financial year or for part of the financial year was in receipt of remuneration whose particulars, if so employed, are required to be included in the report of Directors in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The requisite particulars required to be furnished under Section 217(a) (e) of the Companies Act, 1956 regarding energy conservation technology absorption and R & D are not applicable, since the Company is not engaged in any manufacturing or processing activities.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange outgo : a. Imports Rs. 5144417/-

b. Travelling and Membership fees: Rs. 671530/-

Foreign Exchange Earnings: Rs. 3773177/-

AUDITORS:

The Auditors, in their report have referred to the Notes forming part of the Account; the notes are self explanatory and need no comments. M/s. Prateek Jain & Co. Chartered Accountants, Indore, Statutory Auditors of the Company retire at the ensuring Annual General Meeting of the Company and being eligible offer themselves for reappointment.

AUDIT REPORT:

The Auditors, in their report have referred to the Notes forming part of the Account; the notes are self explanatory and need no comments

ACKNOWLEDGEMENT:

The Directors acknowledge with gratitude the co-operation and confidence reposed by the Company''s Bankers, Shareholders, Customers and Suppliers. Your Directors also wish to place on record their sincere appreciation of devoted services rendered by the employees of the Company for its success.

FOR AND ON BEHALF OF THE BOARD

Place : Indore VYANGESH CHOKSI SUDARSHAN SHASTRI Date : 01/09/2014 Whole time Director Director DIN: 00154926 DIN: 00155105

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Mar 31, 2013

The Directors have pleasure presenting the 20th Annual Report alongwith Audited Accounts for the year ended 31st March, 2013.

Financial Results (Rs.In lacs) (31.03.2013) (31.03.2012

Operational Receipts 1710.55 1523.30

Other Income 8.35 37.64

Profit/ (Loss) on Sale of Fixed Assets (2.33)

Profit before Depreciation, Interest & Tax 399.60 417.53

Depreciation 141.86 141.57

Interest 113.29 144.38

Provision for tax 33.71 24.99

MAT Credit b/f 1.29

Income Tax Earlier year (1.25)

Deferred Tax Liability for Current Year 7.23 6.55

Prior Period Adjustments 0.24

Net Profit 102.22 101.05

Balance brought forward 960.68 859.63

Balance carried to Balance Sheet 1062.90 960.68

OPERATIONS :

With the Indian economy reeling under pressure of slow down coupled with global uncertainty, your Company took various strategic initiatives to improve its volumes, which helped the Company to post positive performance for the year. Your company undertook a small capacity building project and Directors are hopeful to give better results in forth coming years. Large scale projects were postponed in view of the current economic slowdown.

DIVIDEND :

In order to conserve the resources of the Company and retain internal accruals for funding growth and building capacity so that Company generates a good return for shareholders in the long run, the Board of Directors do not propose dividend for the year ended 2012-13.

PUBLIC DEPOSITS:

The Company has not invited/accepted public deposit within the meaning of section 58A of the Companies Act, 1956 and rules made there under, during the year under review.

DIRECTORS:

Mr. Vyangesh Choksi and Shri Sudarshan Shastri Directors of the Company retire by rotation and being eligible offer themselves for re-appointment. Board recommends their reappointment as directors of the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm that :

(i) In the preparation of the annual accounts, the applicable accounting standard have been followed and that there are no material departures.

(ii) They have, in the selection of the accounting policies, consulted the statutory auditors and have 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 of the Company for that period.

(iii) They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) They have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS :

Report on Corporate Governance and Management Discussion and Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed.

DEMAT STATUS

The Company''s shares are presently held in both electronic and physical modes.

PARTICULARS OF EMPLOYEES

There was no employee in the Company who was employed throughout the financial year or for part of the financial year was in receipt of remuneration whose particulars, if so employed, are required to be included in the report of Directors in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The requisite particulars required to be furnished under Section 217(a) (e) of the Companies Act, 1956 regarding energy conservation technology absorption are not applicable, since the Company is not engaged in any manufacturing activities.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange out go : (a) Imports 7 30,35,900/-. (b) Travelling 7 6,17,606/- .

Foreign Exchange Earnings : 7 6,70,540/-.

AUDITORS AND THEIR REPORT :

The Auditors, in their report have referred to the Notes forming part of the Account, the notes are self explanatory and need no comments.

M/s. Prateek Jain & Co. Chartered Accountants, Indore, Statutory Auditors of the Company retire at the ensuring Annual General Meeting of the Company and being eligible offer themselves for reappointment.

The Auditors, in their report have referred to the Notes forming part of the Account, the notes are self explanatory and need no comments

ACKNOWLEDGEMENT:

The Directors acknowledge with gratitude the co-operation and confidence reposed by the Company''s Bankers, Shareholders, Customers and Suppliers. Your Directors also wish to place on record their sincere appreciation of devoted services rendered by the employees of the Company for its success.

On behalf of the Board

Place : Indore SUNIL CHOKSI VYANGESH CHOKSI

Date : 31/07/2013 Managing Director Whole time Director

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Mar 31, 2012

The Directors have pleasure presenting the 19th Annual Report alongwith Audited Accounts for the year ended 31st March, 2012.

Financial Results

(Rs. In lacs)

(31.03.2012) (31.03.2011)

Operational Receipts 1523.30 1304.15

Other Income 37.63 16.82

Profit/(Loss) on Sale of Fixed Assets -- (21.71)

Profit before Depreciation, Interest & Tax 417.52 352.02

Depreciation 141.57 110.72

Interest 144.37 65.14

Provision for tax 24.99 51.44

Income Tax Earlier year (1.25) 0.00

Deferred Tax Liability for Current Year 6.55 6.76

Prior Period Adjustments 0.24 5.20

Net Profit 101.05 112.76

Balance brought forward 859.63 746.87

Balance carried to Balance Sheet 960.68 859.63



OPERATIONS:

During the fiscal year under review the Indian Economy showed signs of slowdown, coupled with the global slowdown that is still prevailing, your Company took various strategic initiatives to improve its volumes, which helped the Company to post positive performance for the year. Company has initiated Banglore Lab with calibration facilities. Directors are hopeful to give better results in forth coming years.

ISSUE OF EQUITY WARRANTS ON PREFERENTIAL BASIS :

The Company has converted 301263 warrants allotted in FY 2009-10 into equal number of equity shares during the year. Further, out of 800000 warrants, allotted in FY 2010-11, 500000 warrants were convereted into equal number of fully paid up equity shares of Rs. 10/- each after receiving balance payment due thereon and another 300000 warrants out of total 800000 Warrants in which balance payment not recived in stipulated time period, consequenlty amount already paid towards allotment of 300000 warrants were forfeited by the Company and said warrants were cancelled.

No change in control, in the company will occur due to this preferential allotment.

CONVERSAION OF EQUITY WARRANTS INTO EQUITY SHARES:

During the period under review, Company has converted 801263 warrants in to Equity Shares of Rs.10/- each after obtaining principal approval from Bombay Stock Exchange.

DIVIDEND :

The Board of Directors, in order to conserve the resources of the Company and to maintain the liquidity have decided not to declare any dividend for the year ended 31st March, 2012.

PUBLIC DEPOSITS:

The Company has not invited/accepted public deposit within the meaning of section 58A of the Companies Act, 1956 and rules made thereunder, during the year under review.

DIRECTORS

Shri Satish Joshi and Shri N. K. Mani Independent, Non-executive Directors of the Company retire by rotation and being eligible offer themselves for re-appointment. Board recommends their reappointment as directors of the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm that

(i) In the preparation of the annual accounts, the applicable accounting standard have been followed and that there are no material departures.

(ii) They have, in the selection of the accounting policies, consulted the statutory auditors and have 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 of the Company for that period.

(iii) They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) They have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS :

Report on Corporate Governance and Management Discussion and Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed.

DEMAT STATUS

The Company's shares are presently held in both electronic and physical modes.

PARTICULARS OF EMPLOYEES

There was no employee in the Company who was employed throughout the financial year or for part of the financial year was in receipt of remuneration whose particulars, if so employed, are required to be included in the report of Directors in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The requisite particulars required to be furnished under Section 217(a) (e) of the Companies Act, 1956 regarding energy conservation technology absorption and R & D are not applicable, since the Company is not engaged in any manufacturing or processing activities.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange out go : a. Imports Rs. 1716644/-. b. Travelling Rs.669143/-. c. Membership Fees Rs. 52010/-.

Foreign Exchange Earnings : Rs. 434734/-.

AUDITORS REPORT :

The Auditors, in their report have referred to the Notes forming part of the Account, the notes are self explanatory and need no comments.

AUDITORS:

M/s. Prateek Jain & Co. Chartered Accountants, Indore, Statutory Auditors of the Company retire at the ensuring Annual General Meeting of the Company and being eligible offer themselves for reappointment.

ACKNOWLEDGEMENT:

The Directors acknowledge with gratitude the co-operation and confidence reposed by the Company's Bankers, Sharehold- ers, Customers and Suppliers. Your Directors also wish to place on record their sincere appreciation of devoted services rendered by the employees of the Company for its success.

On behalf of the Board

Place : Indore SUNIL CHOKSI VYANGESH CHOKSI

Date : 30.05.2012 Managing Director Whole time Director

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Mar 31, 2010

The Directors have pleasure presenting the 17th Annual Report alongwith Audited Accounts for the year ended 31 st March, 2010.

Financial Results (Rs. In lacs)

(31.03.2010) (31.03.2009)

Operational Receipts 1105 956.18

Other Income 12.05 8.88

Profit/(Loss) on Sale of Fixed Assets (6.05) 59.31

Profit before Depreciation, Interest & Tax 303.57 359.77

Depreciation 107.30 111.64

Interest 48.18 94.24

Provision for tax 48.18 36.21

Income Tax Earlier year 0.93 (0.96)

Deferred Tax Liability for Current Year 3.70 (20.97)

Fringe Benefit Tax 0.00 2.70

Prior Period Adjustments 0.14 0.25

Net Profit 95.14 136.66

Balance brought forward 651.73 515.07

Balance carried to Balance Sheet 746.87 651.73

OPERATIONS:

During the period under review company has increased its Authorized Capital from Rs. 5 Crores to Rs. 10 Crores.

During the fiscal year under review the Indian Economy stared showing signs of growth, admits the global slowdown that is still prevailing, your Company took various strategic initiatives to improve its volumes, which helped the Company to post an impressive performance for the year, and Directors are hopeful to give better results in the current year.

REISSUE OF FORFEITED SHARES :

During the period under review Company has reissued 78600 Equity Shares of Rs. 10/- each at a premium of Rs. 2.50 per share total Rs. 12.50 per share and the Company has received consent of Bombay Stock Exchange (BSE) for listing of the above shares.

ISSUE OF EQUITY WARRANTS ON PREFERENTIAL BASIS :

During the period under review Company has issued 12,35,663 Convertible Warrants pursuant to special resolution passed in the Extra Ordinary General Meeting held on 10.04.2010 and which were duly allotted on 24.04.2010 after obtainingin-principal approval of BSE. These warrants still to be converted into equity share of the Company.

No change in control, in the company will occur due to this preferential allotement.

DIVIDEND :

The Board of Directors, in order to conserve the resources of the Company and to maintain the liquidity have decided not to declare dividend for the year ended 31 st March, 2010.

PUBLIC DEPOSITS

The Company has not invited/accepted public deposit within the meaning of section 58Aof the Companies Act, 1956 and rules made thereunder, during the year under review.

DIRECTORS

Shri Vyangesh Choksi, Director of the Company retires by rotation and being eligible offer him for re-appointment.

During the period under review Shri Krian Bhai Desai has resigned as a Director of the Company.

Shri N. K. Mani was appointed as an Additional Director of the Company and being eligible offers himself for appointment as Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm that :-

(i) In the preparation of the annual accounts, the applicable accounting standard have been followed and that there are no material departures.

(ii) They have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgements 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 of the>Company for that period.

(iii) They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) They have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange(s) separate section titled Corporate Governance Report has been included in this Annual Report as Annexure 1. A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance is annexed to this report as Annexure 2.

DEMAT STATUS

The Companys shares are Presently held in both electronic and physical mode.

PARTICULARS OF EMPLOYEES

There was no employee in the Company who was employed throughout the financial year or for part of the financial year was in receipt of remuneration whose particulars, if so employed, are required to be included in the report of Directors in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

AUDITORS

M/s. Prateek Jain & Co. Chartered Accountants, Indore, Statutory Auditors of the Company retire at the ensuring Annual General Meeting of the Company and being eligible offer themselves for reaapointment.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude the co-operation and confidence reposed by the Companys Bankers, Shareholders, Customers and Suppliers. Your Directors also wish to place on record their sincere appreciation of devoted services rendered by the employees of the Company for its success.

By order of the Board

Place : Indore VYANGESH CHOKSI STELA CHOKSI

Date : 07.08.2010 Whole time Director Whole time Director