24th ANNUAL REPORT 2016 - 2017 - choksilab.com

1 6/3, Manoramaganj, Indore - 452 001 (M. P.)24thANNUAL REPORT2016 - 2017 BOARD OF DIRECTORS :Mr. Sunil Choksi - Managing DirectorMrs. Stela Choksi - Whole-time DirectorMr. Vyangesh Choksi - Whole-time Director & CFOMs. Himika Choksi Additional Director( )Mr. Sudarshan Shastri - Independent DirectorMr. Pradip Karmakar - Independent DirectorMr. Satish Chandra Joshi - Independent DirectorMr. N. K. Mani Independent DirectorCOMMITTEES OF DIRECTORS :Audit Committee :1. Mr. Sudarshan Shastri, Chairman2. Mr. Satish Chandra Joshi, Member3. Mr. Mani, MemberStakeholder Relationship Committee :1. Mr. Sudarshan Shastri, Chairman2.

2 Mr. Satish Chandra Joshi, Member3. Mr. Mani, MemberNomination and Remuneration Committee :1. Mr. Sudarshan Shastri, Chairman2. Mr. Pradip Karmakar, Member3. Mr. Mani, MemberCOMPANY SECRETARY & COMPLIANCE OFFICER :Mr. Abhishek SharmaAUDITORS :PRATEEK JAIN & Accountants212, Shalimar Corporate Centre,8-B, South Tukoganj, Indore 452 001 ( )REGISTERED OFFICE & LABORATORY :6/3, Manoramaganj, INDORE- 452 001 ( )CIN : L85195MP1993 PLC007471 CHOKSI LABORATORIES LIMITEDSHARE TRANSFER AGENTLink Intime India Pvt. 101, 247 Park,L B S Marg, Vikhroli West,Mumbai 400 No : +91 22 49186000 Fax : +91 22 49186060 Email : :Axis BankBank Of IndiaHDFC BankUnion Bank of , GIDC Makarpura,Vadodara 390 010 (Gujrat) Complex, IInd & IIIrd Floor,101/8 GIDC Char Rasta Vapi - 396 195(Gujrat) No.

3 362, Industrial AreaPhase II, Panchkula - 134 113(Hariyana) No. C-18 & 20, Phace 1-A,Verna Industrial - 403 722 (GOA) No. 8, 2nd Floor, SiddhivinayakComplex, Phase - II, Near BDA Complex, 80, Feet Ring Road, Nagarbhavi Bangalore - 560072, (Karnataka)3 ANNUAL REPORT 2016 - 2017 Choksi Laboratories is hereby given that the 24th ANNUAL general meeting of the members of the Company will be held on Monday,25th day of September, 2017 at at the Registered Office of the Company to transact the followingbusiness:ORDINARY BUSINESS:1 . To receive, consider and adopt the Audited Balance Sheet and the Profit & Loss account of the Company forthe year ended on 31st March, 2017 and the Reports of the Directors and Auditors.

4 To appoint a Director in place of Choksi (DIN:00154926), who retires by rotation and being eligible offerhimself for consider and if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution:- RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of theCompanies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s)or re-enactment(s) thereof, for the time being in force), M/s. Subhash Chand Jain Anurag & Associates, CharteredAccountants (ICAI FRN: 004733C), be and is hereby appointed as Statutory Auditor of the Company for a term of 5(five) consecutive years from the financial year 2017 -2018, subject to ratification by the members at every AnnualGeneral meeting of the Company, at such remuneration as shall be fixed by the Managing Director of the Company inconsultation with the Audit Committee and the Auditor.

5 SPECIAL BUSINESS:4. To consider and if thought fit to pass with or without modification(s), the following resolutions as Ordinary Resolution:-APPOINTMENT OF DIRECTOR: RESOLVED THAT pursuant to provisions of sections 149, 152, 161 and other applicable provisions, if any, of theCompanies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 as may beamended from time to time and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Choksi (DIN:00155007), who was appointed as an Additional Director of the Company and in respect of whomthe Company has received a notice under section 160 from a member proposing her candidature for the office ofDirector and who is eligible for appointment, be and is hereby appointed as Director liable to retire by rotation of theCompany.

6 Consider and if thought fit to pass with or without modification(s), the following resolutions as Ordinary Resolution:-APPOINTMENT OF WHOLE TIME DIRECTOR: RESOLVED THAT pursuant to the provisions of sections 196, 197 and other applicable provisions if any, and in termsof schedule V of the Companies Act 2013 as amended up to the date for the appointment of Ms. Himika Choksi(DIN:00155007), as Whole Time Director of the Company be and is hereby approved for a period of 5 (Five) , on remuneration and the terms and conditions as set out in the explanatory statement and withliberty to the Board of Directors to sanction and/or vary the terms as they in their discretion deem fit in conformitywith any amendments to relevant provisions of the Companies Act and/or the Rules and Regulations made in thereunder and/or such guidelines as may be announced by the Central Government from time to time.

7 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:As required by Section 102 of the Companies Act, 2013, the following Explanatory Statement sets out thematerial facts relating to the Special :The Board of Directors had appointed Ms. Himika Choksi (DIN:00155007), on as an Additional Director ofthe Company. In terms of the provisions of Section 160 of the Companies Act, 2013; Ms. Himika Choksi holds office asan Additional Director up to the date of the ensuing ANNUAL general per provisions of Section 160 of the Companies Act, 2013 and Companies (Appointment and Qualification ofDirectors) Rules, 2014, a member proposed to appoint her as regular Director in the Company alongwith the REPORT 2016 - 2017 Choksi Laboratories Directors, therefore recommend for approval of members for the appointment of Ms.

8 Himika Choksi as a Directorof the Company by passing the resolution set out at Item no. 4 of the notice as an Ordinary Directors recommend the resolution for approval. None of the Directors, Key Managerial Personnel, Relativesthereof, except Mr. Sunil Choksi, Mrs. Stela Choksi, Mr. Vyangesh Choksi and Ms. Himika Choksi, are interested in :Ms. Himika Choksi (DIN:00155007) was appointed as Additional Director of the Company 01/03/ 2017 , theBoard of Directors of the Company has considered it desirable to appoint her as Whole Time Director of the Companyfor a period of 5 (Five) years 01/06/ 2017 , on the terms and conditions mentioned hereunder:1.

9 Period of Appointment 5 (Five) years w. e .f. 01/06/20172. Salary Rs. 2,00,000 3,00,000 pmPerquisites and Allowances:In addition to the salary payable to the Whole Time Director, she shall also be entitled to perquisites like commission,accommodation (furnished or otherwise) or house rent allowance in lieu thereof, House maintenance allowancetogether with reimbursement of expenses or allowances for utilities such as Gas, Electricity, Water, Furnishing andrepairs, medical reimbursement, leave concession for herself and her family, Club fees.

10 Medical Insurance and suchother perquisites and allowances in accordance with the rules of the company or as may be agreed to by the Boardand such perquisites and allowances to be restricted to 50% of the ANNUAL salary of the Whole Time s contribution to Provident Fund and superannuation fund to the extent these either singly or together arenot taxable under the Income Tax Act, Gratuity payable as per the rules of the Company and encashment of leave atthe end of the tenure shall not be included in the computation of limit for the remuneration or perquisites Remuneration.