Directors Report of Photoquip (India) Ltd.

Mar 31, 2024

Your directors have pleasure in presenting the 32^nd Annual Report on the business and operations of the Company
and the accounts for the financial year ended March 31, 2024.

Business Performance and Financial Highlights

Certain key aspects of the Company''s performance during financial year ended March 31, 2024, as compared to
previous financial year are summarized as below:

Particulars	Rs. In Lacs i	Except EPS)
	2023-24	2022-23
Gross Operating Income	1616.70	1160.91
Add: Other Income	32.85	31.84
Total Income	1649.55	1192.75
Profit Before Interest, Depreciation and Exceptional items	(18.63)	(145.10)
Less: Finance Charges	96.49	111.13
Less: Provision for Amortization and Depreciation	58.36	67.50
Profit Before Exceptional Items	(173.48)	(323.72)
Less: Exceptional Items	-	-
Net Profit / (Loss) Before Tax	(173.48)	(323.72)
Less: Deferred Tax Liability / (Asset)	49.59	86.60
Net Profit / (Loss) After Tax	(223.07)	(410.32)
Other Comprehensive Income (OCI)	0.08	0.02
Total Comprehensive Income	(222.99)	(410.30)
EPS	(3.72)	(8.55)

Operational Review

During the year under review, Company achieved a good number of Sales. The total income of the company for
the said period increased by Rs. 457.83 Lacs and stood at Rs. 1649.55 Lacs as against Rs. 1192.75 Lacs in the
last year. The net loss after tax during the year decreased by Rs.187.25 lacs as compared to the previous financial
year and stood at Rs.223.07 lacs. The company also issued 12 lacs equity shares on preferential basis during the
last year.

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

Particulars	2023-24	2022-23
Sales / Other Receipts	1,616.70	1,160.91
Exports	93.56	NIL
Net Profit / (Loss)	(222.99)	(410.30)

In terms of the Ministry of Corporate Affairs (MCA) notification dated February 16, 2015, the Company has adopted
IND-AS in its financial reporting effective FY 2017-18.

Dividend

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

Transfer to Reserves

During FY 2023-24, no amount has been transferred to the general reserves / retained earnings of the Company.
Share Capital

The Paid-up Equity Share Capital of the Company as on March 31, 2024 is Rs. 6,00,08,000/- comprising 60,00,800
Equity shares of Face Value of Rs. 10/- each. During the year under review, your Company has issued 12,00,000
equity shares on preferential allotment basis. Your Company does not have any Employee Stock Option Scheme
or Employee Stock Purchase Scheme.

Internal Financial Control Systems and its adequacy

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

Stock Exchange Listing & Compliances

The Equity Shares of your company are continued to be listed on Bombay Stock Exchange Limited, Mumbai. The
company confirms that the Annual Listing fees to Bombay Stock Exchange Limited has been paid and is up to date.
NSDL & CDSL, Depositories are providing their services to our valued shareholders/ members. Your company has
paid Annual Fees to all of them for the financial year 2023-2024.

Public Deposits

During the year under review, company has not accepted any deposits from public within the meaning of Chapter
V of the Companies Act, 2013 ("The Act").

Joint Ventures or Associates or Subsidiary Companies

During the period under review, the company has no joint ventures, associates or subsidiary company
Significant or Material Orders passed by Regulators / Courts

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and the Company''s operations in the future.

Secretarial Standards

During the year under review, your Company has complied with all the applicable standards. The same has also
been confirmed by Secretarial Auditors of the Company. Company has conducted all of its meetings of Board and
relevant committee meetings and drafted its minutes in accordance with the SS-1 and SS-2 standards issued by
the Institute of Company Secretaries of India.

Business Risk Management

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

Vigil Mechanism / Whistle Blower Policy

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

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo as required to
be disclosed under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts)
Rules 2014 are appended as Annexure I.

Corporate Governance and Management Discussion and Analysis Report

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

Particulars of Employees

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

Board Evaluation

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

Remuneration Policy

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

Prevention, prohibition and redressal of sexual harassment at workplace

In order to prevent sexual harassment of women at workplace, your Company has adopted a policy for prevention
of Sexual Harassment of Women at workplace and has set up an Internal Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to look into the complaints relating to
sexual harassment at workplace of any woman employee. During the year under review, your Company has not
received any complaint pertaining to sexual harassment and no complaint was pending as on March 31, 2024.

Industrial Relations

The industrial relations with staff and workers during the year under review continue to be cordial.

Particulars of loans, guarantees or investments under Section 186

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

Corporate Social Responsibility (CSR)

The CSR initiatives of the Company are aligned with the business strategies. During the year under review,
provisions relating to the Corporate Social Responsibility were not applicable to your Company. Accordingly, no
CSR committee has been formed for the year.

Directors'' Responsibility Statement

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

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

(b) the directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31,2024 and of the loss of the Company for the year ended on that date;

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

(d) the annual financial statements have been prepared on a going-concern basis;

(e) the directors have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and were operating effectively.

Declaration by Independent Directors

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

Board of Directors and Key Managerial Personnel

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

As per the provisions of Companies Act, 2013, Dhaval J. Soni retires by rotation at the ensuing AGM and being
eligible, seeks re-appointment. Brief profile of the director being re-appointed or appointed as required under
regulation 36(3) of listing regulations and secretarial standards on general meetings are provided in the Notice of
Forth coming Annual General Meeting of the company.

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

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

Number of Board Meetings

During the year under review, 7 (Seven) Board Meetings and 16 (Sixteen) Committee Meetings were convened
and held, the details of which are given in the Corporate Governance Report. The maximum gap between any two
consecutive Board meetings did not exceed 120 days.

Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 a copy of the Annual Return is available at
the weblink https://photoquip.com/about-us/#anr

Material Changes and Commitments

There have been no material changes and commitment 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.

Particulars of contracts or arrangements with Related Parties:

Particulars of every contract or arrangement entered into by the Company with related parties referred to in sub¬
section (1) of Section 188 of the Companies Act, 2013, including certain arm''s length transactions, under third
proviso thereto are disclosed in Form No. AOC-2 at Annexure V.

Statutory Auditors and Auditor''s Report

Pursuant to Sections 139 & 142 of the Companies Act, 2013, M/s F. P. and Associates, Chartered Accountants
(ICAI Firm Registration No. 143262W) were appointed as the Statutory Auditors of the Company at the 31^st Annual
General Meeting for the period of 5 years.

There are no audit qualifications, reservations, disclaimers, or adverse remarks, or reporting of fraud in the statutory
auditor''s report. The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do
not call for any further comments under Section 134 of the Companies Act, 2013.

Details of Fraud Reporting by Auditors

As per Auditors report, no fraud under Section 143(12) of the Companies Act, 2013 and rule 13(3) of the Companies
(Audit and Auditors) Rules, 2014 is reported by the Auditor.

Boards comment on the Auditors Report

The observations of the statutory auditors when read together with the relevant notes to the accounts and
accounting policies are self-explanatory and do not call for any further comments.

Secretarial Audit Report

In terms of Section 204 of the Act and rules made there under, Kala Agarwal, Practicing Company Secretary, has
been appointed Secretarial Auditor of the Company for the year 2023-24. The Secretarial Audit report issued by
them in Form No. MR-3 is enclosed at Annexure VI to this report. The qualifications in the Secretarial Auditor''s
report for the year 2023-24 have been appropriately dealt with at the respective areas.

General

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

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

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

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

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

Acknowledgements

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

For and on behalf of the Board of Directors
Dhaval J. Soni

Chairman and Managing Director

Place: Mumbai
Date: May 30, 2024

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company and the accounts for the financial year ended 31st March, 2015.

Financial Summary of the Company

Particulars Rs. In Lacs

2014-15 2013-14

Gross Operating Income 10,114.18 9,142.20

Add: Other Income 37.62 50.77

Total Income 10,151.80 9,192.97

Profit Before Interest, Depreciation and 104.54 63.41

Exceptional items

Less: Finance Charges 201.31 217.98

Less: Provision for Amortisation and 187.37 168.80

Depreciation

Less: Exceptional items 157.97 Nil

Net Profit Before Tax (442.11) (323.37)

Less: Deferred Tax Liability / (Asset) (168.20) (62.42)

Less: Taxes of earlier years 22.39 9.14

Net Profit After Tax (296.30) (270.07)

Add: Balance of Profit brought forward 2,460.70 2,730.78

Balance available for appropriation 2,164.40 2,460.70

Less: Additional Depreciation (pursuant to 6.99 Nil

revised schedule II of Companies Act, 2013 )

Surplus carried to Balance Sheet 2,157.39 2,460.70

The Company proposes to carry forward Rs. 2,157.39 lacs to Reserves and Surplus.

Operational Review

During the year under review, your Company earned an income of Rs. 10,151.80 lacs as against Rs. 9,192.97 lacs in the previous year, an increase of 10.63% as compared to the previous year. The Company has incurred a Net Loss of Rs.296.30 lacs as against Net Loss of Rs. 270.07 lacs in the previous year.

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

Particulars 2014-15 2013-14

Sales / Other Receipts 10,114.18 9,142.20

Exports 4,466.94 4,893.30

Net Profit / (Loss) (296.30) (270.07)

During the year losses have also increased by Rs. 26.63 lacs due to unprecedented increase in Raw Material and Packing Material prices throughout the year; and also additionally due the high level of expenses of the General Lighting Division of the Company.

Dividend

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

Internal Control Systems and its adequacy

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

Business Risk Management

Pursuant to Section 134(3)(n) of the Companies Act, 2013 & Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Board's report.

Whistle Blower Policy

Pursuant to the provisions of Sections 177(9) and (10) of the Companies Act, 2013, a Whistle Blower for directors and employees to report genuine concerns has been established, which is embedded in its Code of Conduct. It serves as a guide for daily business interactions, reflecting your Company's standard for appropriate behavior and Corporate Values. The Code of Conduct has been uploaded on the website of the Company.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are appended as Annexure I

Corporate Governance and Management Discussion and Analysis Report

The Corporate Governance Report together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, is set out as Annexure II & Annexure III respectively, as stipulated in Clause 49 of the Listing Agreement.

Particulars of Employees

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

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

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

Particulars of loans, guarantees or investments under Section 186

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

Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that

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

(b) 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 this Act 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; and

(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Guarantee

Directors and Key Managerial Personnel Appointment:

Pursuant to provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association, Mrs. Anju D. Soni has been appointed as an Additional Director with effect from 27th March, 2015 and shall hold the office up to the date of ensuing Annual General Meeting. The Company has received requisite notice in writing proposing Mrs. Anju D. Soni for appointment as Non-executive Director of the Company liable to retire by rotation.

Resignation:

Mr. Vimal J. Soni has resigned as a Whole-time Director of the Company with effect from 26th March, 2015. The Board of Directors places on record its appreciation for the contribution made by Mr. Vimal J. Soni during his long and fruitful association with the Company.

Declaration by Independent Director(s) and re- appointment

Pursuant to Sections 149, 150 and 152 of the Companies Act 2013 read with the Companies (Appointment and Qualification of Director) Rules, 2014 along with Schedule IV of the Act (including any statutory modifications or re-enactment thereof for the time being in force), the independent directors can hold office for the term of 5 consecutive years on the Board of your Company. Since the existing Independent Directors of the Company satisfy the said requirements and they were not appointed in the last Annual General Meeting, it is proposed to appoint the following existing Independent Directors as Independent Directors for a proportionate term of four consecutive years from the date of this Annual General Meeting till the date of the 27th Annual General Meeting of the Company in the calendar year 2019.

1. Mr. Mohib N. Khericha

2. Mr. Mohan M. Jayakar

3. Dr. Vishnu J. Acharya

These Independent Directors shall not be liable to retire by rotation. They have given the declaration pertaining to the criteria of independence as per Section 149 (6) of the Act. The Company has provided suitable training to independent directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates and business model of the Company.

The independent directors shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

Meetings

During the year under review, 6 (six) Board Meetings and 4 (four) Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

Extract of Annual Return

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT 9 is a part of this Annual Report as Annexure IV.

Material Changes and Commitments

Pursuant to the provisions of Section 180(1)(a) of the Companies Act 2013, the members of the Company have approved the sale / lease / disposal of the General Lighting Division of the Company vide Special Resolution passed by Postal Ballot on 23rd December, 2014. The Company has entered in to a License Agreement with Corvi LED Pvt. Ltd. vide board resolution dated 13th April 2015, granting exclusive license to use the intellectual property rights of brand "Corvi" with effect from 14th April, 2015.

Particulars of contracts or arrangements with related parties:

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

Auditors

M/s. Mayank Shah and Associates, Chartered Accountants, retire and are eligible for re-appointment from the conclusion of the forthcoming Annual General Meeting up to the conclusion of next Annual General Meeting. There are no qualifications or adverse remark in the Auditors Report.

Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, Mrs. Heena Shah, Practicing Company Secretary, has been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure VI to this report. The Secretarial Auditors report for the financial year 2014-15 does not contain any qualification, reservation or adverse remark.

General

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

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

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

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

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

5. No material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company.

6. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under review, though the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace, which is reviewed by Committee at regular intervals

Acknowledgements

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

For and on behalf of the Board of Directors

Mr. Jayant P. Soni Chairman and Managing Director

Place: Mumbai Date: 30th May, 2015

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Mar 31, 2014

The Members of PHOTOQUIP INDIA LIMITED

The Directors have pleasure in presenting the Twenty-second Annual Report of the Company and Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. In Lacs)

Year ended Year ended 31.03.2014 31.03.2013

Turnover & Other Receipts 9,142.20 7,819.95

Profit before Interest, Depreciation & Tax 63.43 165.11

Less :

Interest 217.98 102.35

Depreciation / Amortization 168.08 93.67

Profit / (Loss) before Tax (323.35) (30.91)

Deferred Tax Liability (62.42) (2.95)

Profit / (Loss) after Tax (270.07) (27.96)

FINANCIAL PERFORMANCE

During the year under review, your Company earned an income of Rs 9,142.20lacs as against Rs. 7,819.95lacs in the previous year. The Company made a Net Loss of Rs.270.07. as against Net Loss of Rs. 27.96lacs in the previous year.

OPERATIONS

The summarized key indicative figures are mentioned below.

2013-2014 2012-2013

Sales / Other Receipts 9,142.20 7,819.95

Exports 4,893.30 5,313.18

Net Profit / (Loss) (270.08) (27.96)

Your Company has commenced commercial operations of its General Lighting Division under the brand name of corvi with effect from 12.12.2012. The products have won prestigious national / international awards for their unique design and aesthetic appeal. Some of the notable awards are the red dot, if, Acetech Design Wall among others. The products have been referred for the green dot award at Japan. Your Company anticipates bright prospects for the new venture in the coming years.

In the overall context, the Studio Flash division has taken a slight hit on account of slow demand of exports coupled with a steep increase in input costs.

DIVIDEND

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: [Information under Section 217 (1) (e)]

Information pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

a) Conservation of Energy

The Company is not a major user of energy. However, the measures taken by the Company have resulted in savings in energy consumption.

i) Energy Conversion measures taken in the recent past: No new energy conservation measures were undertaken during the year 2013-14.

ii) Additional investment and proposal for reduction of energy consumption being implemented : NIL

iii) Impact of measure (i) and (ii) above for reduction of energy consumption and consequent impact on the cost of production of goods : NIL

b) Technology Absorption

c) Specific areas in which Research & Development carried out by the Company:

The Company carries out R & D activities in the following areas:

Product / Process improvement and development.

Import Substitution of various components and sub-assemblies used in Cameras & Flash units and Photographic Labs.

Product support by way of indigenising tooling and design support for vendor development

The Company has an ongoing R & D:

Improvement in existing product range / progressive indigenisation of new flash lights and components & accessories.

Absorption and adoption of technology for manufacture of photographic flash.

(i) Benefits derived as a result of R & D :

Considerable benefits have been derived by the Company from its Research & Development activities primarily by way of improvement in quality and time saving.

PARTICULARS OF EMPLOYEES

The Company has no employee covered under section 217(2A) of the Companies Act, 1956.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Vishnu Acharya retires by rotation and being eligible offer himself for re-appointment. Your Directors recommend his re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS

Your Company has strong Research and Development base and used cutting-edge technology in development of Digital Flash Lights, LED Lights and other products. There is a growing potential for LED products in the local as well as international markets being highly energy-efficient and leading to substantial cost savings. Your Company enjoys a global presence for its Digital Studio Flash Lights and will leverage the same for its LED products. Your Company has ample opportunities in increasing its presence in the global arena and to penetrate unexplored local markets for the Company''s products mainly the Digital Studio Flash Lights and LED products.

Considering the economic scenario, your Company has diversified its business in trading of LED lights which has bright prospects. The challenge to the business is decreasing export demand and declining value of the Indian Rupee. Your Company is in a nascent stage to penetrate its LED products in the local markets and is sparing no efforts with its turnaround strategy.

Since, presently the Company operates in only one segment of Photographic and Allied Products, the Management Discussion Analysis is not material and is included in the Directors'' Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of sub-section (2AA) of Section 217 of the Companies Act, 1956, your Directors confirm:

a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures;

b) that 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 as on 31s'' March, 2014 and of the loss of the Company for the year ended on that date;

c) that the Directors have taken proper and sufficient care 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; and

d) that the Directors have prepared the annual accounts on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383A of the Companies Act, 1956, the Secretarial Compliance Certificate for the year under review as obtained from a practicing Company Secretary is annexed to the Report.

CERTIFICATION ON COST AUDIT

The Company has obtained Compliance Report pursuant to Rule 5 of (Cost Accounting Record) Rules, 2011. CORPORATE GOVERNANCE

The report on corporate governance and the certificate on compliance with the conditions of corporate governance under Clause 49 of the Listing Agreement is annexed to this report.

The Company is listed on Bombay Stock Exchange (BSE) & on Ahmedabad Stock Exchange (ASE). The Company has paid listing fees to both the stock exchanges on time.

The Auditor''s Report on Corporate Governance confirming the compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

AUDITORS

The Statutory Auditors, M/s. Mayank Shah & Associates, Chartered Accountants, Ahmedabad, retire at the conclusion of the forthcoming Annual General Meeting. The Company has received the requisite certificate pursuant to Section 224 (1B) of the Companies Act, 1956, from them regarding their eligibility for re-appointment as the Auditors of the Company. The Board recommends their reappointment

COMPLIANCE WITH THE CODE OF CONDUCT

The Company has put in place a code of conduct for hits Board of Directors and senior management personnel, Declarations of compliance with the code of conduct have been received from all Board members and senior management personnel. A certificate to this effect from Mr. Jayant P. Soni, Chairman & Managing Director forms part of this Report.

PERSONNEL

The Directors wish to place on record their sincere appreciation for the dedicated services of all employees of your Company.

APPRECIATION

The Directors wish to place on record their sincere of the contribution made by the employees at all levels and for their dedication and commitment to the Company throughout the year. The Directors would also like to record their thanks to the Company''s Shareholders, bankers, customers and vendors for their valuable support and co- operation.

For and on behalf of the Board of Directors

Jayant P. Soni

Chairman and Managing Director

Place : Mumbai

Date: 30th May 2014

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Mar 31, 2010

The Directors have pleasure in presenting the Eighteenth Annual Report of the Company and Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. In Lacs) Year ended 31.03.2010 Year ended 31.03.2009

Turnover & Other Receipts 4,663.72 3,662.36

Profit before Interest, Depreciation & Tax 618.05 806.53

Less :

Interest/Financial Charges 47.82 62.03

Depreciation 45.42 26.30

Deferred Development Exp written off 74.05 78.15

Preliminary Expenses written off 1.26 1.26

Profit before Tax 449.50 638.79

Provision for FBT - 3.45

Deferred Tax Liability 4.63 14.57

Provision for Income Tax 2.10 -

Profit (Loss) after Tax 442.77 620.76

OPERATIONS

It gives us immense pleasure to share with you the continued growth achieved by your Company during the financial year under review.

2009 - 10 2008 - 09

Sales / Other Receipts 4,663.73 3,662.36

Exports 3,340.67 2,790.50

Net Profits 442.77 620.76

DIVIDEND

Your Company is in the process of consolidating its financial position. With this view your Company has not declared dividend for the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: [Information under Section 217 (1) (e)]

Information pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 a) Conservation of Energy

The Company is not a major user of energy. However, the measures taken by the Company have resulted in savings in energy consumption.

i) Energy Conversion measures taken in the recent past: No new energy conservation measures were undertaken during the year 2009-10.

ii) Additional investment and proposal for reduction of energy consumption being implemented : NIL

iii) Impact of measure (i) and (ii) above for reduction of energy consumption and consequent impact on the cost of production of goods : NIL

b) Technology Absorption

i) Specific areas in which Research & Development carried out by the Company:

The Company carries out R & D activities in the following areas:

Product / Process improvement and development.

Import Substitution of various components and sub-assemblies used in Cameras & Flash units and Photographic Labs.

Product support by way of indigenising tooling and design support for vendor development The Company has an ongoing R&D:

Improvement in existing product range / progressive indigenisation of new flash lights and components & accessories.

Absorption and adoption of technology for manufacture of photographic flash.

ii) Benefits derived as a result of R & D :

Considerable benefits have been derived by the Company from its Research & Development activities primarily by way of improvement in quality and time saving.

c) Foreign Exchange Earnings and Outgo

(Rs. In Lacs)

2009-10 2008-09

Foreign Exchange Earnings 3,340.67 2,790.50

Foreign Exchange Outgo 987.84 763.15

PARTICULARS OF EMPLOYEES

The Company has no employee under section 217(2A) of the Companies Act, 1956.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr. Mohan M. Jayakar retires by rotation and being eligible offer himself for re-appointment. Your Directors recommend his re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of sub-section (2AA) of Section 217 of the Companies Act, 1956, your Directors confirm:

a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures;

b) that 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 as on 31st March, 2010 and of the profit of the Company for the year ended on that date;

c) that the Directors have taken proper and sufficient care 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; and

d) that the Directors have prepared the annual accounts on a going concern basis.

SECRETARIAL AUDIT

As Directed by Security and Exchange Board of India (SEBI) secretarial audit is being carried out at the specific periodicity by a practicing Company Secretary. The findings of the secretarial audit were entirely satisfactory.

CORPORATE GOVERNANCE

The report on corporate governance and the certificate on compliance with the conditions of corporate governance under Clause 49 of the Listing Agreement is annexed to this report.

The Company is listed on Mumbai Stock Exchange (BSE) & on Ahmedabad Stock Exchange (ASE). The Company . has paid listing fees to both the stock exchanges on time.

AUDITORS

The Statutory Auditors, M/s. Mayank Shah & Associates, Chartered Accountants, Ahmedabad, retire at the conclusion of the forthcoming Annual General Meeting. The Company has received the requisite certificate pursuant to Section 224 (1B) of the Companies Act, 1956, from them regarding their eligibility for re-appointment as the Auditors of the Company. The Board recommends their reappointment

COMPLIANCE WITH THE CODE OF CONDUCT

The Company has put in place a code of conduct for hits Board of Directors and senior management personnel, Declarations of compliance with the code of conduct have been received from all Board members and senior management personnel. A certificate to this effect from Mr. Jayant P. Soni, Chairman & Managing Director forms part of this Report.

PERSONNEL

The Directors wish to place on record their sincere appreciation for the dedicated services of all employees of your Company.

APPRECIATION

The Directors wish to place on record their sincere of the contribution made by the employees at all levels and for their dedication and commitment to the Company throughout the. year. The Directors would also like to record their thanks to the Companys Shareholders, bankers, customers. Suppliers and vendors for their valuable support and co-operation.

For and on behalf of the Board of Directors

Jayant P. Soni

Chairman and Managing Director

Place : Mumbai

Date : 20th August, 2010