PHOTOQUIP INDIA LIMITED · be supplied by the Company’s Registrar and Share Transfer Agents, Sharex Dynamic India Pvt. Ltd. on request. Members holding shares in the dematerialized

PHOTOQUIP INDIA

LIMITED

ANNUAL REPORT 2011 – 2012

BOARD OF DIRECTORS JAYANT P. SONI – Chairman & Managing Director

DHAVAL J. SONI

VIMAL J. SONI

MOHIB N. KHERICHA

MOHAN M. JAYAKAR

DR. VISHNU J. ACHARYA

REGISTERED OFFICE A 33, Royal Industrial Estate

Naigaon Cross Road,

Wadala, Mumbai - 400 031

CORPORATE OFFICE A-33, Royal Industrial Estate,

Naigaon Cross Road,

Wadala, Mumbai – 400 031

AUDITORS M/s. MAYANK SHAH & ASSOCIATES

Chartered Accountants

BANKERS CITI BANK N.A. MumbaiAPNA SAHAKARI BANK LTD. Wadala Branch

SHARE TRANSFER AGENT SHAREX DYNAMIC INDIA PVT. LTD.

Unit-1, Luthra Ind. Premises,

Andheri Kurla Road, Safed Pool

Andheri (E), Mumbai 400 072

DESPOSITORY NO. ISIN – INE 813B01016

NOTICE

NOTICE is hereby given that the Twentieth Annual General Meeting of PHOTOQUIP INDIA LIMITED. will be heldat A-33 Royal Industrial Estate, Naigaon Cross Road, Wadala (E), Mumbai 400 031 on Saturday 29th September,2012 at 3.00 p.m. to transact the following business.

ORDINARY BUSINESS

i) To receive, consider and adopt the audited Balance Sheet of the Company as at 31st March, 2012 andthe Profit & Loss Account for the year ended on that date and the Reports of the Directors and Auditorsthereon.

ii) To appoint a Director in place of Dr. Vishnu J. Acharya, who retires by rotation and being eligible, offershimself for re-appointment.

iii) To appoint Auditors of the Company to hold office from the conclusion of this meeting to the conclusion ofthe next Annual General Meeting of the Company and to fix their remuneration.

NOTES :

1) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT APROXY OR PROXIES TO ATTEND AND VOTE ON HIS BEHALF ON A POLL ONLY, A PROXY NEEDNOT BE A MEMBER OF THE COMPANY.Proxy form in order to be effective, should be duly completed, stamped, signed and must be deposited atthe Registered Office of the Company not less than forty-eight hours before the commencement of themeeting.

2) The Register of Members and the Share Transfer Books of the Company will remain closed from 28th

September, 2012 to 29th September, 2012 (both days inclusive).

3) Members / Proxies should bring the Attendance Slips duly completed for attending the Meeting.

4) Members should bring their copies of the Annual Report to the Annual General Meeting. No copies will bedistributed at the Meeting as a measure of economy.

5) Members are requested to notify any change in their address immediately to the Company or to itsRegistrar and Share Transfer Agents.

6) In view of Clause 49 of the Listing agreement with Bombay Stock Exchange Limited, additionalinformation pertaining to Directors proposed for appointment/re-appointment at the Annual GeneralMeeting is annexed hereto.

7) Members holding shares in de-mat mode may please note that, the bank details as furnished by therespective Depositories to the Company will be mandatorily printed on their dividend warrants/demanddrafts for the purpose of distribution of dividend through Electronic Clearing Service (ECS) as advised bythe Securities and Exchange Board of India (SEBI). In the absence of ECS facility, the bank accountdetails, if available, will be printed on the dividend warrants/demand drafts. Instructions if any, given bythem in respect of shares held in physical mode will not be automatically applicable to the dividend paidon shares held in de-mat mode. Members holding shares in de-mat mode must, therefore, giveinstructions regarding bank accounts in which they wish to receive a dividend, to their DepositoryParticipants. The Company or the Registrar and Share Transfer Agents will not act on any direct requestfrom these Members for change/deletion in such bank details.

8) Section 109A of the Companies Act, 1956 provides for Nomination by individuals, who are shareholdersof the Company in the prescribed Form No. 2B. Members who hold shares in the physical form cannominate a person in respect of all the shares held by them by filling the prescribed form. Blank forms willbe supplied by the Company’s Registrar and Share Transfer Agents, Sharex Dynamic India Pvt. Ltd. onrequest. Members holding shares in the dematerialized form may contact their Depository Participant forrecording nomination in respect of their shares.

9) Members are requested to note that in case of transfer of shares held in physical form, submission ofphotocopy of PAN card of the transferee(s) along with the transfer deeds and share certificate at the timeof lodgement of transfer of share is now mandatory.

By Order of the Board of Directors

Place : Mumbai Jayant P. SoniDate : 5th September, 2012 Chairman & Managing Director

Registered Office:A-33 Royal Industrial EstateNaigaon Cross Road,Wadala, Mumbai 400 031

Details of the Directors seeking Appointment/Re-appointment at the 20th Annual General Meeting of theCompany:

Particulars Vishnu J. Acharya

Designation Non ExecutiveIndependent Directors

Date of Birth 10/03/1935

Qualifications Master of Surgery,Fellowship of Institute of

Cancer Surgeons

Present Employment Non ExecutiveIndependent Directors in

Photoquip India Ltd.

Last Employment N.A.

Nature of expertise Oncologist

Directorship held inother Companies

NIL

Membership/Chairmanship ofcommittees of otherpublic companies(includes only AuditCommittee andShareholders’/Investors’Grievance Committee)AC – Audit CommitteeSTIGC-Share Transfer& Investors’ GrievanceCommitteeIGC- Investors’Grievance Committee

NIL

NIL

Number of Sharesheld in the Company

38,059

DIRECTORS' REPORT

To,The Members ofPHOTOQUIP INDIA LIMITED

Your Directors have pleasure in presenting the Twentieth Annual Report of the Company and Audited Accountsfor the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs. In Lacs)Year ended31.03.2012

Year ended31.03.2011

Turnover & Other Receipts 8,343.62 6,200.15Profit before Interest, Depreciation & Tax 848.27 753.55Less :Interest 89.87 44.57Depreciation 48.50 43.23Deferred Development Exp written off - 74.09Profit before Tax 709.90 591.66Provision for Income Tax 255.66 127.48Deferred Tax Liability 2.89 (0.81)Tax in respect of Earlier Year 13.49 -Profit (Loss) after Tax 437.86 464.99

OPERATIONS

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

2011 – 2012 2010 – 2011Sales / Other Receipts 8,343.62 6,200.15Exports 5,230.19 4,563.20Net Profits 437.86 464.99

DIVIDEND

Your Company is in the process of consolidating its financial position. With this view your Company has notdeclared dividend for the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS 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 EnergyThe Company is not a major user of energy. However, the measures taken by the Company haveresulted in savings in energy consumption.

i) Energy Conversion measures taken in the recent past : No new energy conservation measureswere undertaken during the year 2011-12.

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

iv) 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 andPhotographic 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.

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

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

c) Foreign Exchange Earnings and Outgo

(Rs. In Lacs)2011 – 2012 2010 – 2011

Foreign Exchange Earnings 5,230.19 4,563.20Foreign Exchange Outgo 3,053.36 1,541.61

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 Company's Articles of Association,Dr. Vishnu J. Acharya retires by rotation and being eligible offer himself for re-appointment. Your Directorsrecommend his re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

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

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

b) that the Directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company at the end of the financial year as on 31st March, 2012 and of the profit of theCompany for the year ended on that date;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of theCompany 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 specificperiodicity 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 corporategovernance 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). TheCompany 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 theconclusion of the forthcoming Annual General Meeting. The Company has received the requisite certificatepursuant to Section 224 (1B) of the Companies Act, 1956, from them regarding their eligibility for re-appointmentas 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 seniormanagement personnel. A certificate to this effect from Mr. Jayant P. Soni, Chairman & Managing Director formspart of this Report.

PERSONNEL

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

APPRECIATION

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

For and on behalf of the Board of Directors

Jayant P. SoniChairman and Managing Director

Place : MumbaiDate : 5th September, 2012

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCT

I Jayant P. Soni, Chairman & Managing Director of the Company, hereby declare that the Company

has adopted a code of conduct for its Board Members and senior management, at a meeting of the

Board of Directors held on 29th September, 2005 and the Board Members and senior management

have affirmed compliance with the Code of Conduct as applicable to them for the year ended 31st

March, 2012.

For PHOTOQUIP INDIA LTD.

Jayant P. SoniChairman and Managing Director

Place : MumbaiDate : 5th September, 2012

REPORT ON CORPORATE GOVERNANCE1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE :

The Company is committed to good Corporate Governance and transparency in all its dealings and placesdue emphasis on business ethics, responsible conduct, integrity and accountability in the functioning of theCompany and the conduct of its business internally and externally. The Company strives to achievebusiness excellence in increasing long term shareholder value, keeping in view the needs and interests ofall its stakeholders.

2. BOARD OF DIRECTORS :The Board of Directors of the Company comprises of 6 Directors. The Company has Executive Chairmanand the number of independent Director is 50% of the total number of the Directors. The number of nonexecutive Directors is 50% of the total number of Directors. None of the Directors on the Board is aMember on more than 10 committees and Chairman of more than 5 committees (as specified on Clause 49of the Listing Agreement), across all the companies in which he is a Director. The necessary disclosureregarding committee positions have been made by all the Directors. The constitution of the Board is givenbelow:

Name Category /Designation

No. of outside Directorship and Committeemembership / Chairmanship

PublicCompany

PrivateCompany

Committeemembership Chairmanship

Mr. Jayant P.Soni

Chairman &Managing DirectorPromoter

Nil Nil Nil Nil

Mr. Dhaval J.Soni

Whole timeDirectorPromoter

Nil Nil Nil Nil

Mr. Vimal J.Soni

Whole timeDirectorPromoter

Nil Nil Nil Nil

Mr. Mohib N.Khericha

Non ExecutiveIndependent Director 5 9 7 1

Mr. Mohan M.Jayakar

Non ExecutiveIndependent Director 1 3 Nil Nil

Dr. Vishnu J.Acharya

Non ExecutiveIndependent Director Nil Nil Nil Nil

Six (6) Board Meetings were held during the financial year ended 31st March 2012 i.e. 30th April 2011, 30th July2011, 13th September, 2011, 31st October, 2011, 2nd December, 2011 and 10th February, 2012. The Companyplaced before the Board the annual operating plans, budgets and performance of various divisions from time totime. Information regarding recruitment of senior executives, show cause notices which are materially important,default if any, in financial obligations, details of joint ventures & collaborations, labour problems, signing of wageagreements, etc is also placed before the Board as and when the same takes place. The attendance of theDirectors at the said Board Meetings and at the last Annual General Meeting is as under:

Director No. of Meetings

Held Attended Attendance at LastAGM

Mr. Jayant P. Soni 6 6 YesMr. Dhaval J. Soni 6 6 YesMr. Vimal J. Soni 6 6 YesMr. Mohib N. Khericha 6 6 YesMr. Mohan M. Jayakar 6 6 NoDr. Vishnu J. Acharya 6 6 Yes

3. AUDIT COMMITTEE:

Brief description of terms of reference

The terms of reference of the Audit Committee, as stipulated by the Board of Directors, in accordancewith the items listed in Clause 49 II D of the Listing Agreement are as follows:

(a) Overview of the Company’s Financial Reporting process and disclosure of financial information toensure that the financial statement is correct, sufficient and credible.

(b) Reviewing with the Management, the quarterly, half yearly and annual financial statements beforesubmission to the Board for approval, with particular reference to:

(i) Matters required being included in the Director’s Responsibility Statement to be included in theBoard’s report in terms of Clause (2AA) of Section 217 of the Companies Act, 1956.

(ii) Changes, if any, in accounting policies and practices and reasons for the same.

(iii) Major accounting entries involving estimates based on the exercise of judgment bymanagement.

(iv) Significant adjustments made in the financial statements arising out of audit findings.

(v) Compliance with listing and other legal requirements relating to financial statements.

(vi) Disclosure of any related party transactions.

(vii) Qualifications in the draft audit report.

(c) Reviewing the adequacy of Internal Audit function.

(d) Reviewing with the Management, performance of Statutory & Internal Auditors, the adequacy ofinternal control systems & procedures.

(e) Discussing with the Internal Auditors, any significant finding & follow–up on such issue.

(f) Reviewing the findings of any internal investigations by the Internal Auditors in matters where thereis suspected fraud or irregularity or a failure of internal control systems of a material nature, andthen reporting such matters to the Board.

(g) Discussing with statutory auditors before the Audit commences on the nature and scope of audit, aswell as having post–audit discussion to ascertain any area of concern.

(h) Reviewing/recommending the appointment, re–appointment & replacement or removal of internal &statutory auditors of the Company, fixation of remuneration/audit fees & also approval for paymentsfor any other services rendered by them.

i) Reviewing substantial defaults in the payment to the depositors and shareholders (in case of non–payment of declared dividends) and creditors.

(j) Reviewing the Management discussion and analysis of financial condition and results of operations.

(k) Reviewing the Statement of significant related party transactions submitted by themanagement.

(l) Reviewing the risk assessment and minimization procedures to ensure that executive managementcontrols risk through means of a properly defined framework.

The Audit Committee has been granted powers as prescribed under clause 49II C of the listing agreement.

Composition of Audit CommitteeThe audit committee of the company has been constituted with three Directors, Viz.,

1. Shri Mohib N. Khericha - Chairman2. Shri Mohan M. Jayakar3. Shri Vishnu J. Acharya

The Committee met 4 times during the year on 28th April, 2011, 31st July, 2011, 31st October, 2011, 31st January,2012 and the attendance of members of the committee was as follows:

Director No. of MeetingsHeld Attended

Shri Mohib N. Khericha 4 4Shri Mohan M. Jayakar 4 4Shri Vishnu J. Acharya 4 4

4. REMUNERATION COMMITTEE :

A remuneration committee has been constituted as a sub-committee of Board on 30th April, 2011 & 30th

October, 2011. The Remuneration committee of the company has been constituted with three Directors,Viz.

1. Shri Dhaval J. Soni, Chairman2. Shri Mohib N. Khericha3. Shri Mohan M. Jayakar

Non-executive directors have been paid Rs. 30,500/- by way of sitting fees for attending Board Meetingsor meeting of committee thereof. The Managing Director’s remuneration will also be in conformity with theexisting laws and regulations and approved by the shareholders.

5. SHAREHOLDERS / INVESTORS’ GRIEVANCE COMMITTEE:

As a measure of good Corporate Governance and to focus on the shareholders’ grievances, if any, andtowards strengthening investor relations, an Investors’ Grievance Committee has been constituted as acommittee of the Board, on 30th April, 2011 to redress / minimize the grievances, if any, of shareholders /investors.

The functions of the committee include:

The specifically look into redressing investors’ grievances pertaining to:a) Transfer of sharesb) Dividendsc) Dematerialization of sharesd) Replacement of lost / stolen / mutilated Share Certificatese) Any other related issues

The committee comprises of the following Directors:a. Shri Mohib N. Khericha - Chairmanb. Shri Dhaval J. Sonic. Shri Mohan M. Jayakar

During the year the Company received three Communications pertaining to non-receipt of shares sent fortransfer, non –receipt of Shares sent for transfer and non- receipt of credit or document sent for de-mat. All theCommunications were satisfactorily replied. There are no shares pending for transfer for a period of transfer for aperiod of more than 21 days from the day of receipt, so long as the documents are clear in all respects.

6. GENERAL BODY MEETING:The location and time of the Annual General Meeting held during the last three years is as follows:

Date Venue Time

December 30, 2011A-33 Royal Industrial Estate,

Naigaon Cross Road, Wadala,Mumbai 400 031

11.30 A.M.

September 18, 2010A-33 Royal Industrial Estate,


10.30 A.M.

September 30, 2009A-33 Royal Industrial Estate,


10.30 A.M.

7. MANAGEMENT DISCUSSION AND ANALYSIS:

The Company has Strong Research & Development base and uses Cutting-edge Technology indevelopment of Digital Flash Lights, Photographic Labs and other products. The Company enjoys Globalpresence for its Digital Flash Lights.

The Company has opportunity in increasing presence in the global arena and penetrate unexplored localmarket for the company’s products especially Digital Flash Lights.

Since, presently the Company operates in only one segment of Photographic & allied equipments, themanagement discussion analysis is not material and accordingly the report on the same is not attachedwith the Directors report.

8. DISCLOSURES:

a. The independent directors do not have any material pecuniary relationship or transactions with theCompany, its promoters, its management, their relatives or the Company’s subsidiaries, which in thejudgement of the Board affect the independence of judgement of the Directors or which may have apotential conflict with interests of the Company. The register of contracts containing the transactionsin which the directors are interested is placed before the Board regularly. Transactions with relatedparties are disclosed in the schedules to the Annual Accounts in the Annual Report.

b. The Company has continued to comply with the requirement of Stock Exchanges, SEBI and otherstatutory authorities on all matter relating to capital markets during the last three years; no penalties,strictures have been imposed on the Company either by SEBI or stock exchanges or other statutoryauthorities relating to above.

c. The Company is reviewing the existing risk based control system. During the year, an analysis of theCompany’s risks covering strategic (business), operational, financial and legal & compliance risks, asperceived by the Management had been made and control procedures and systems for mitigatingthese risks have also been identified.

d. The Company has established procedures to enable its Board to periodically review compliances ofall laws applicable to the Company, as well as steps taken by the Company to rectify instances ofnon-compliances.

e. The non-mandatory requirements of the Clause 49 of the listing agreement are neither necessary nordesirable and hence the Company does not consider the need to adopt them.

9. MEANS OF COMMUNICATION:a. The quarterly and half yearly results, published in the proforma prescribed by the Listing

Agreement, are approved and taken on record by the Board of Directors of the company withinone month of the close of the relevant quarter. The approved results are forthwith sent to theStock Exchanges where the company’s shares are listed. The results are also published within 48hours in one English language and one Marathi language newspaper having wide circulation.

b. The annual audited results are also communicated to the stock exchanges where the Company islisted, published in the newspapers.

c. Presentation made to institutional Investors or to Analyst: No

General Information for Shareholdersa) AGM - Date : 29th September, 2012

Time : 3.00 p.m.Place : A-33, Royal Industrial Estate,

Naigaon Cross Road, Wadala (E)Mumbai 400 031

b) The financial year of the company is from 1st April 2011 to 31st March, 2012

c) Dates of Book Closure: From 28th September, 2012 to 29th September, 2012 (In connection with theAnnual General Meeting)

d) The shares of the company are listed on Ahmedabad Stock Exchange and Mumbai Stock Exchange.The listing fees for the year 2011-12 have been paid to all the stock exchanges where the shares of thecompany are listed.

e) Stock Code: Bombay Stock Exchange : 526588 and Ahmedabad Stock Exchange is 44881.

f) De-mat ISIN Number for NSDL and CDSL : ISIN – INE 813B01016

g) Market Price Data: High, low during each month in last financial year i.e. 1st April 2011 to 31st March2012 at Bombay Stock Exchange.

Month HighestRate (Rs.)

LowestRate (Rs.) Month Highest

Rate (Rs.)Lowest

Rate (Rs.)April, 2011 55.50 48.25 October, 2011 48.20 40.05May, 2011 53.90 39.45 November, 2011 43.60 36.10June, 2011 52.00 39.60 December, 2011 45.00 36.00July, 2011 46.05 40.00 January, 2012 47.85 39.00August, 2011 49.90 31.60 February, 2012 43.70 36.20September, 2011 46.00 36.50 March, 2012 42.40 36.05

h) Registrar and Transfer Agents for De-mat and Physical mode: SHAREX DYNAMIC INDIA PVT.LTD., Unit - 1, Luthra Ind. Premises, Andheri Kurla Road, Safed Pool, Andheri (E), Mumbai 400 072

i) Shares Transfer System: Transfers of shares are processed by the Share Transfer Agent andapproved by the Share Transfer Committee called as “Investors’ / Shareholders’ Grievance Committee”,which meets at frequent intervals. Share transfers are registered and returned within 15 days from thedate of receipt, if the relevant documents are complete in all respects.

j) Shareholders Holding More than 1% of the Share as at 31st March 2012

k) Distribution of Shareholding as on 31st March, 2012

Distribution ofShareholding as on 31st

March, 2012No. of Shares No. of

Shareholders% of Shareholders

to No. of shares

1 To 5000 6121290 4023 88.835001 To 10000 2158310 253 5.59

10001 To 20000 1878840 119 2.6320001 To 30000 1114030 43 0.9530001 To 40000 497070 14 0.3140001 To 50000 412730 9 0.2050001 To 100000 2860150 39 0.86

100001 & Above 32965580 29 0.64Total 48008000 4529 100.00

Sr. No. Name of the Holder No. of Shares % to Share Capital1. Jayant P. Soni 857154 17.8542. Dhaval J. Soni 501400 10.4443. Vimal J. Soni 593277 12.3584. Tara J. Soni 468036 9.7495. Sanjay B. Shah 50317 1.0486. Raj Kumar Lohia 98658 2.0557. Sudha Ashok Ajmera 86696 1.8068. Haresh Chamanlal Soni 60383 1.2589. Ashok Parmanand Ajmera 81832 1.705

10. Piri Systems Pvt. Ltd. 125000 2.604

Total Public [1% & Above] 2922753 60.881

Category of shareholders as on 31st March, 2012

Shareholding Pattern As At March 31, 2012

Sr. No. Category No. of Shares Total Shares % to ShareHolding

Ai.ii.

Based in India (Promoter)Indian Ind/HUF & RelativesPersons acting in concert (also)

2433667125000 2558667

50.6932.604

Bi.ii.iii.

Public Holding (Institutions)Mutual FundsVenture Cap FundForeign Ven. Cap. Inv.

5000120001300 18300

0.1040.2500.027

C.a.b.i.ii.

Non InstitutionsIndian Corp Bodies / Trust / PartnershipIndividual HoldingUpto Rs. 1/- lacAbove Rs. 1/- lac

92148

1333445635545 2061138

1.919

27.77513.238

D. Any Other Clearing Members 162695 162695 3.390

TOTAL 4800800 4800800 100.00

l) Dematerialization of shares and liquidity 90.44% of the paid up capital has been dematerialized as on31st March, 2012 & 9.56% of the paid up capital is in physical form.

m) The company has not issued any GDRs / ADRs

Address for correspondence:

Shareholders’ correspondence should be addressed to Photoquip India Ltd., A - 33, Royal Industrial Estate,Naigaon Cross Road, Wadala, Mumbai 400 031.

Investors Relations:

All the Complaints received from shareholders have been cleared within the financial year. The Complaints aregenerally replied to within 10 days from their lodgment with the Company.

Declaration under Clause 49 of the Listing Agreement regarding adherence to the Code of Conduct:

The Board of Directors of the Company has adopted the Code of Conduct for the Directors and seniorManagement Personnel have affirmed their compliance with the respective codes.

MAYANK SHAH & ASSOCIATESCHARTERED ACCOUNTANTS706, MahakantOpp. V. S. Hospital,Ellisbridge,Ahmedabad – 380 006.

AUDITORS REPORT

ToThe Members ofPhotoquip India Ltd.

1. We have audited the attached Balance Sheet of PHOTOQUIP INDIA LTD. as at31stMarch, 2012 and the Statement of Profit and Loss and the Cash FlowStatement of the Company for the year ended on that date annexed thereto.These financial statements are the responsibility of the Company's management.Our responsibility is to express an opinion on these financial statements based onour audit.

2. We have conducted our audit in accordance with Auditing Standards generallyaccepted in India. These standards require that we plan and perform the audit toobtain reasonable assurance about whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An Audit alsoincludes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation.We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 as amended by TheCompanies (Auditor’s Report) Amendment Order, 2004 issued by the CentralGovernment of India in terms of Section 227 (4A) of the Companies Act, 1956, weenclose in the Annexure a statement on the matters specified in paragraphs 4 and5 of the said order.

4.Further to our comments in the annexure referred to in paragraph 3 above, wereport that:

a. We have obtained all the information and explanations which to the best ofour knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, proper books of account as required by law have been kept bythe company so far as it appears from our examination of those books;

c. The Balance Sheet, Statement of Profit & Loss and Cash Flow Statementdealt with by this report are in agreement with the books of account ;

d. In our opinion, the Balance Sheet , Statement of Profit & Loss and CashFlow Statement dealt with by his report comply with the AccountingStandards referred to in Sub - section 3 [c] of section 211 of theCompanies Act, 1956.

e. On the basis of written representations received from the Directors, and takenon record by Board of Directors, we report that none of the Directors, aredisqualified as on 31st March, 2012 from being appointed as director in termsof clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the

explanations given to us, the said accounts, read together with the notesthereon give the information required by the Companies Act,1956 in mannerso required and give a true and fair view in conformity with the accountingprinciples generally accepted in India:

(i) In case of Balance Sheet, of the state of affairs of the company asat 31st March, 2012

(ii) In case of the Statement of Profit and Loss, of the profit for theyear ended on that date and

(iii) In case of Cash Flow Statement, of the cash flows for the yearended on that date.

FOR MAYANK SHAH & ASSOCIATES(FIRM REGN. NO.:-106109W)

CHARTERED ACCOUNTANTS

(M.S. Shah)PartnerMem. No. 44093

Place: MumbaiDate : 05/09/2012

ANNEXURE TO THE AUDITORS' REPORT(Annexure referred to in paragraph 3 of our Auditors Report of even date on financial

statements of Photoquip India Limited for the year ended 31/03/2012)

On the basis of such checks as we considered appropriate and in terms of the information andexplanations given to us, we state that:-

1. a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

b) According to the information and explanation given to us, the Company hasformulated a regular program of verification by which all the assets of the companyshall be verified in a phased manner, which in our opinion, is reasonable havingregard to the size of the Company and the nature of its assets. To the best of ourknowledge, no material discrepancies were noticed on the verification conductedduring the year as compared with the book records.

c) During the year, the company has not disposed off a substantial part of fixed assetsso ,as to affect its going concern status.

2. a) As explained to us, the inventory has been physically verified during the year by theManagement. In our opinion the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, theprocedures of physical verification of inventory followed by the Management werereasonable and adequate in relation to the size of the company and the nature of itsbusiness.

c) In our opinion and according to the information and explanations given to us and onthe basis of our examination of the records of inventory, the company is maintainingproper records of inventory. The discrepancies noticed on physical verification ofinventory as compared to book records were not material and have been properlydealt with in the books of account.

3. a) According to the information and explanation given to us, the company had notgranted any loans, secured or unsecured to companies, firms or other partiescovered in the register maintained under section 301 of the Act during the currentyear. However in the previous Financial Years the Company had granted the interestfree unsecured deposits for leased premised taken by company of Rs.68,71,156/-and advances of Rs.12,61,618/- for Capital Assets to concern in which Directors areinterested.

b) The Company has not granted any loans to parties covered in the registermaintained under Section 301 of the Companies Act, the clause of rates of interestand other terms & condition is not applicable to the Company.

c) As the Company has not granted any loans to parties covered in the registermaintained under Section 301 of the Companies Act, the clause of repayment ofprincipal amount is not applicable to the Company.

d) The Company has not taken any loans, secured or unsecured from companies, firmsor other parties covered in the registered maintained u/s 301 of the Act. Accordingly,clauses (iii) (f) to (iii) (j) of paragraph 4 of the order are not applicable to thecompany.

4 . In our opinion and according to the information and explanation given to us, there areadequate internal control procedures commensurate with the size of the Company andthe nature of its business with regard to the purchase of inventories and fixed assets ,and with regard to the sale of goods. During the course of our audit, no majorweakness has been noticed in the internal controls.

5. To the best of our knowledge and belief and as explained to us the Company has notentered into any transactions required to be entered in the register maintained underSection 301 of the Companies Act, 1956. Therefore, clause 4(v)(b) of the order is notapplicable.

6. In our opinion and according to the information and explanation given to us, the companyhas not accepted deposits from the public within the meaning of section 58A and 58AA ofthe Companies Act, 1956 and the rules framed there under.

7. In our opinion, the Company has an internal audit system commensurate with the size ofbusiness.

8. We have been informed that the Central government has not prescribed maintenance ofCost records under Section 209 (1) (d) of the Companies Act, 1956.

9. a) According to the records of the company and information and explanations given tous, the company is generally regular in depositing undisputed statutory duesincluding Provident Fund, Employees State Insurance, Income Tax, Excise Duty,Custom Duty, Service Tax, VAT, Cess, Investor Education and Protection Fund andany other material statutory dues as applicable to it, with the appropriate authoritiesduring the year.

b) According to the information and explanation given to us and the records of theCompany examined by us, there are no dues of Wealth tax, Services Tax,CustomDuty and Excise Duty which have not been deposited on account of any dispute andthe particulars of dues of Sales Tax, and Income Tax as at 31st March 2012 whichhas not been deposited on account of a dispute, are as follows :

Name of theStatute

Nature of theDues

Amount (Rs.) Period to whichamount relates

Forum wheredispute ispending

Bombay SalesTax Act, 1959

Sales Tax 7,85,185/-10,75,138/-

3,49,620/-

2000 – 20012001 – 20022002 – 2003

AssistantCommissioner of

Sales Tax,Mumbai

Income TaxAct,1961.

Income Tax 79,35,000/-74,05,260/-

59,310/-

A.Y 2006-07A.Y.2008-09A.Y. 2009-10

Commissioner ofIncome

Tax(Appeals)

10. The company does not have accumulated losses at the end of the financial year and thecompany has not incurred cash losses during the current and immediately precedingfinancial year.

11. According to the information and explanation given to us, the Company has not defaultedin repayment of dues to banks. The company had no transaction with financial institutionand held no debentures outstanding during the year.

12. According to the information and explanation given to us the Company has not grantedany loans and advances on the basis of security by way of pledge of shares, debenturesand other securities.

13. The provisions of any special statute applicable to chit fund, nidhi, or any mutual fund /societies are not applicable to the company.

14. In respect of dealing / trading in shares, securities and other investments, in our opinionand according to the information and explanations given to us, proper records have beenmaintained of the transactions and contracts and timely entries have been made therein.The shares and other securities have been held by the Company in its own name.

15. According to the information and explanations given to us, the company has not givenguarantee for loans taken by others from banks or financial institutions.

16. In our opinion the term loan have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on overall examination ofthe balance sheet and cash flow statement of the Company, we report that Company hasused funds raised on short term basis for long term investments.

18. The Company had not made any preferential allotment of shares to parties andcompanies covered in the Register maintained under Section 301 of the Companies Act,1956.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by way of a public issue during the year.

21. During the course of our examination of the books of account and records of thecompany, carried out in accordance with the generally accepted auditing practices inIndia, and according to the information and explanation given to us, we have neither comeacross any instance of material fraud on or by the Company, noticed or reported duringthe year, nor have we been informed of such case by the management.

FOR MAYANK SHAH & ASSOCIATES(FIRM REGN. NO.:-106109W)

CHARTERED ACCOUNTANTS

(M.S. Shah)PartnerMem. No. 44093

Place : MumbaiDate : 05/09/2012

PARTICULARS NOTES 31 March 2012 31 March 2011AMOUNT RS. AMOUNT RS.

EQUITY AND LIABILITIES

1 Shareholder's funds

Share Capital 3 4,80,08,000 4,80,08,000Reserves & Surplus 4 27,58,74,382 23,20,88,715

2 Non-current liabilitiesLong term Borrowings 5 7,00,098 23,67,028

Deferred Tax Liabilities (Net) 6 35,54,412 32,65,501

3 Current liabilities

Short-term Borrowings 7 7,72,91,276 1,81,02,000Trade Payables 8 11,49,34,381 7,02,99,145Other Current Liabilities 9 35,99,930 93,53,268Short-term Provisions 10 1,37,18,350 48,72,416

TOTAL 53,76,80,828 38,83,56,073

ASSETS

1 Non-current Assets

Fixed Assets Tangible Assets 9,35,78,139 8,71,77,277 Intangible Assets Under Development 26,38,205 -Non-current Investments 12 2,86,300 38,67,399Long-term Loans and Advances 13 12,91,76,707 10,80,85,851Other Non Current Assets 14 24,04,465 1,44,79,745

2 Current Assets

Inventories 15 14,35,13,692 7,81,41,965Trade Receivables 16 2,54,52,341 2,17,85,302Cash and Bank Balances 17 1,44,68,594 1,44,03,832Short-term Loans and Advances 18 12,61,62,385 6,04,14,702

TOTAL 53,76,80,828 38,83,56,073

Summary of Significant Accounting Polices 2

-

As per our report of even date attachedFor MAYANK SHAH & ASSOCIATES For AND ON BEHALF OF THE BOARD OF DIRECTORS

CHARTERED ACCOUNTANTS Jayant P. SoniChairman & Managing Director

(M.S.SHAH) Dhaval J. Soni PARTNER Whole-time Director M.No. 44093

Vimal J. SoniPlace : Mumbai Whole-time DirectorDate : 05/09/2012

PHOTOQUIP INDIA LIMITED

BALANCE SHEET AS AT 31ST MARCH, 2012

(Firm Registration No. 106109W)

The notes are an integral part of the financial statements

11

PARTICULARS NOTES 31 March 2012 31 March 2011AMOUNT RS. AMOUNT RS.

INCOME

Revenue from Operations 19 82,29,50,568 61,24,13,311Other Income 20 1,14,11,926 76,01,330

Total Revenue 83,43,62,494 62,00,14,641

EXPENDITURE Cost of Material Consumed 21 36,65,23,555 33,21,95,603 Purchase of Stock in Trade 22 26,46,39,554 15,51,88,813 Changes in Inventories of stock in Trade 23 1,48,78,006 (1,93,51,312)

Employee Benefit Expenses 24 3,75,42,213 3,31,58,016Finance Costs 25 89,86,747 44,57,445Depreciation and Amortisation Expense 48,50,340 43,22,544Other Expenses 26 6,59,51,910 5,08,77,762

Total Expenses 76,33,72,324 56,08,48,871

Profit Before Tax 7,09,90,170 5,91,65,770

Tax ExpensesCurrent Tax 2,55,66,100 1,27,48,000Deferred Tax 2,88,911 (81,936)Tax in respect of Earlier Years 13,49,492 -

2,72,04,503 1,26,66,064

Profit for the year 4,37,85,667 4,64,99,706

9.12 9.69

2

As per our report of even date attached

For MAYANK SHAH & ASSOCIATES For AND ON BEHALF OF THE BOARD OF DIRECTORS (Firm Registration No. 106109W) CHARTERED ACCOUNTANTS Jayant P. Soni

Chairman & Managing Director

(M.S.SHAH) Dhaval J. SoniPARTNER Whole-time Director

M.No. 44093Vimal J. Soni

Place : Mumbai Whole-time DirectorDate : 05/09/2012

The notes are an integral part of the financial statements

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED ON 31 MARCH 2012

Summary of Significant Accounting Policies


Basic as well as Diluted Earning per Equity Share of face value of Rs.10 each(in Rs.)

Year Ended Year Ended31/03/2012 31/03/2011

Amount (Rs.) Amount (Rs.)A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit / (loss) before Tax and Extra ordinary items 7,09,90,170 5,91,65,770Adjustment forAdd :Depreciation and amortisation expense 48,50,340 1,17,32,017

Finacne Cost 89,86,747 44,57,445Loss on Sale of Fixed Assets - 14,244Loss on Sale of Investment 31,36,264 2,54,866

Less :Interest/Dividend/Rent received 12,47,385 4,39,110

Operating profit before Working Capital Changes 8,67,16,135 7,51,85,232

Adjustment for :(Increase) / Decrease in Trade Receivables (36,67,039) 3,73,88,567(Increase) / Decrease in Inventories (6,53,71,727) (3,64,69,938)(Increase) / Decrease in Loans & Advances, other

current assets (7,83,57,933) (8,17,40,854)Less :Increase / (Decrease) in Trade Payables and other payables 4,01,45,589 3,15,62,338Cash generated from Operations (2,05,34,975) 2,59,25,345 Direct Taxes Paid 72,58,069 1,25,42,430Net Cash from Operating Activities (A) (2,77,93,044) 1,33,82,915

B CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (1,12,51,203) (46,09,679)Decrease/(Increase) in Capital Work in Progress (1,11,18,811) -Sale of Fixed Assets - 1,17,377Interest/Dividend/Rent received 12,47,385 4,39,110Sale of Investment 4,44,835 12,64,265Net Cash used in Investing Activities (B) (2,06,77,794) (27,88,927)

C CASH FLOW FROM FINANCING ACTIVITIESIncrease / (Decrease) in Long Term Borrowings (16,66,930) (89,92,298)Increase / (Decrease) in Short Term Borrowings 5,91,89,276 81,19,251Interest Paid (89,86,747) (44,57,445)Net Cash received from Financing Activities (C) 4,85,35,599 (53,30,492)NET INCREASE/(DECREASE) INCASH & EQUIVALENTS 64,762 52,63,496CASH & CASH EQUIVALENTS- OPENING BALANCE 1,44,03,832 91,40,335CASH & CASH EQUIVALENTS- CLOSING BALANCE 1,44,68,594 1,44,03,832

As Per Our Report of even date attachedFor Mayank Shah & Associates For AND ON BEHALF OF THE BOARD OF DIRECTORS(Firm Registration No. 106109W)Chartered Accountants

(M.S. Shah)PartnerMembership No. 44093Place : MumbaiDate : 05/09/2012

Note : The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in the Accounting Standard AS -3 on Cash Flow Statements issued by The Institute of Chartered Accountants of India.

PHOTOQUIP INDIA LIMITEDCASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2012

PARTICULARS

-

Jayant P. SoniChairman & Managing Director

Whole-time Director

-Dhaval J. Soni

Vimal J. Soni -Whole-time Director

PHOTOQUIP INDIA LTD.NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2012.

1 Company Information:Photoquip India Ltd. was incorporated on 24.7.1992 as a public limited company with itsregistered office at A-33, Royal Industrial Estate, Naigaon Cross Road, Wadala, Mumbai –400 031. The shares of the Company are listed on the Bombay and Ahmedabad stockexchanges.

The company is a 100% EOU and is an OEM for a company based in Switzerland. Theprincipal activity of the Company is manufacturing Digital Studio Flash Lights andPhotographic Accessories. The Company also operates a trading division wherein it trades insimilar products and has exclusive rights to market the products of the Swiss company. Thecompany has already ventured into general LED lighting segment in the current financial yearand has ambitious plans for this activity for the future.

2 Significant Accounting Policies:

a) Accounting ConventionsI) Basis of Preparation of Financial Statements

The financial statements of the Company are prepared under the historical cost conventionon accrual basis of accounting in all material respects in accordance with the notifiedAccounting Standards by Companies (Accounting Standards) Rules 2006 (as amended)and the relevant Provisions of the Companies Act,1956. The accounting policies have beenconsistently applied by the Company during the year.

II) Presentation And Disclosure Of Financial Statements

During the year ended 31st March, 2012, the revised Schedule-VI notified underCompanies Act 1956, has become applicable to the company, for preparation andpresentation of its financial statements. The adoption of revised Schedule-VI does notimpact recognition and measurement principles followed for preparation of financialstatements. However, it has significant impact on presentation and disclosure made infinancial statements. The company has also restated the previous year figures inaccordance with the requirements applicable for the current year.

III) Use of Estimates

The preparation of the financial statements in conformity with Indian Generally AcceptedAccounting Practices requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities and the disclosure of contingentliabilities at the date of the financial statements and the reported amounts of revenuesand expenses during the reporting period. Actual results could differ from thoseestimates. Any revision to accounting estimates is recognized prospectively in currentand future periods.


Continued……b) Fixed Assets

I) TangibleFixed Assets are stated at cost of acquisition/construction (net of recoverable taxes)less Accumulated Depreciation and impairment loss if any. Cost of acquisition includesnon refundable taxes, duties, freight and other costs that are directly attributable tobringing assets to their working condition for their intended use. All costs, includingfinancing costs till the asset is put to use and adjustments arising from exchange ratevariations attributable to the fixed assets are capitalized.

II) IntangibleIntangible assets are recognized when it is probable that the future economic benefitsthat are attributable to the assets will flow to enterprise and the cost of the assets canbe measured reliably. The intangible assets are recorded at the consideration paid forthe acquisition of such assets and are carried at cost less accumulated amortizationand accumulated impairment loss, if any.

c) Depreciation / AmortizationI) Tangible

Depreciation on fixed assets is provided on straight line method on pro-rata basis atrates and in manner specified in Schedule XIV of the Companies Act, 1956.

II) IntangibleIntangible Assets are amortized over a period of five years or according to the life cycleof Intangible Assets.

d) Capital Work-in-ProgressProjects under which assets are not ready for their intended use and other capital work-in-progress are carried at cost, comprising direct cost, related incidental expenses andattributable interest.

e) Intangible Assets under DevelopmentIntangible assets for which Development is in process are carried at cost ,comprising directcost ,related incidental expenses.

f) InvestmentsInvestments that are readily realisable and intended to be held for not more than a year areclassified as current investments. Current Investments are valued at Cost or Net realizablevalue whichever is lower. All other investments are classified as long term Investments.Long term investments are stated at cost of acquisition. Provision for diminution in value oflong term investments is made, only if such decline is other than temporary.

g) InventoriesFinished goods (including for trade), work-in-process, semi-finished goods for trade, Rawmaterials, Stores are valued at cost or net realizable value whichever is lower. Costcomprises all cost of purchase, cost of conversion and other costs incurred in bringing theinventories to their present location and condition. Due allowance is estimated and made


Continued……for defective and obsolete items, wherever necessary, based on the past experience of theCompany. The cost formula used for determination of cost is ‘First in First Out’.

h) Foreign Currency Translations :

(i) All Transactions in foreign currency, are recorded at the rates of exchange prevailingas at the date of the transaction.

(ii) Monetary assets and liabilities in foreign currency, outstanding at the close of theyear, are converted in Indian currency at the appropriate rates of exchangeprevailing at the close of the year. Any income or expense on account of exchangedifference either on settlement or on translation is recognized in the Profit and Lossaccount except in case of long term liabilities, where they relate to acquisition offixed assets, in which case they are adjusted to the carrying cost of such assets.

i) Revenue Recognition

I) SalesThe Company recognises sale of goods when the significant risks and rewards ofownership are transferred to the buyer, which is usually when the goods are dispatchedto customers. Sales represents the invoice value of goods and services provided tothird parties net of discounts, excise duty, sales tax / value added tax .

II) Other IncomeOther incomes except dividend income are accounted on accrual basis. Dividend Incomeis recognised when the right to receive the dividend is established.

j) Employee Benefits

1) Short Term Employees BenefitShort Term Benefits are recognized as expenditure at the undiscounted value in the Profitand Loss Account of the year in which the related services are rendered.

2) Post Employment Benefita. Defined Contribution Plans – Monthly contributions to the Provident Fund and E.S.I.C

which are defined contribution schemes are charged to Profit and Loss Account anddeposited with the Provident Fund and E.S.I. Authorities on monthly basis.

b. Defined Benefit Plans – Gratuity to Employees are covered under the Employees GroupGratuity Scheme and the premium is paid on the basis of their actuarial valuation usingthe Projected Unit Credit Method. Actuarial gain and losses arising on such valuationare recognized immediately in the Profit and Loss Account. Any shortfall in case ofpremature termination / resignation to the extent not reimbursed by LIC is beingabsorbed in the year of payment. The amount funded by the trust administrated by theCompany under the aforesaid policy is reduced from the gross obligation under thedefined benefit plan, to recognize the obligation on net basis.


Continued……3) Termination Benefit

Termination Benefits are charged to Profit and Loss Account in the year of accrual.

k) Borrowing Cost

Borrowing Costs that are attributable to the acquisition or construction of qualifying assetsare capitalised as part of the cost of such assets. A qualifying asset is one that necessarilytakes substantial period of time to get ready for intended use. All other borrowing costs arecharged to revenue.

l) Provisions, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized whenthere is a present obligation as a result of past events and it is probable that there will bean outflow of resources. Contingent Liabilities are not recognized but are disclosed in thenotes. Contingent Assets are neither recognized nor disclosed in the financial statements.

m) Taxes on Income

Tax expense for a year comprises of current tax and deferred tax.

Current tax are measured at the amount expected to be paid to the tax authorities, aftertaking into consideration, the applicable deductions and exemptions admissible under theprovisions of the Income tax Act, 1961.

Deferred tax reflects the impact of current year timing differences between taxable incomeand accounting income for the year and reversal of timing difference of earlier years.Deferred tax is measured based on the tax rates and the tax laws enacted or substantivelyenacted at the balance sheet date. Deferred tax assets are recognized only to the extentthat there is reasonable certainty that sufficient future taxable income will be availableagainst which such deferred tax assets can be realized. If there is unabsorbeddepreciation or carry forward of losses under tax laws, deferred tax assets are recognizedonly to the extent that there is virtual certainty supported by convincing evidence thatsufficient future taxable income will be available against which such deferred tax assets canbe realized.

Minimum Alternative Tax (MAT) credit is recognized as an asset only when and to theextent there is convincing evidence that the Company will pay income tax higher than thatcomputed under MAT, during the period that MAT is permitted to be set off under theIncome Tax Act, 1961.

n) Impairment of Assets

The carrying amounts of assets are reviewed at each Balance Sheet date if there is anyindication of impairment based on internal/external factors. An asset is impaired when thecarrying amount of the asset exceeds the recoverable amount. An impairment loss ischarged to the Profit and Loss Account in the year in which an asset is identified asimpaired. An impairment loss recognized in prior accounting periods is reversed if therehas been change in the estimate of the recoverable amount.


Continued……

o) Earnings Per Share

Basic earnings per share is calculated by dividing the net profit or loss for the yearattributable to equity shareholders by the weighted average number of equity sharesoutstanding during the year. The weighted average number of equity shares outstandingduring the year are adjusted for events such as bonus shares, other than the conversion ofpotential equity shares, that have changed the number of equity shares outstanding withouta corresponding change in resources

For the purpose of calculating diluted earnings per share, the net profit or loss for the periodattributable to equity shareholders and the weighted average number of shares outstandingduring the period are adjusted for the effects of all dilutive potential equity shares.

p) Cash and Cash EquivalentsCash and cash equivalents include cash in hand, demand deposits with banks, other short-term highly liquid investments with original maturities of three months or less.

q) Operating CycleBased on the nature of products and the time between the acquisition of assets forprocessing and their realization in cash and cash equivalent, the Company has ascertainedits operating cycle to be less than 12 months.

r) Research and Development Expenditure :Expenditure on Research and Development of revenue nature incurred by the Company arecharged to Profit and Loss Account, while those of capital nature are treated as Fixed Assets.

PARTICULARS 31 March 2012 31 March 2011AMOUNT RS. AMOUNT RS.

3 Share Capital

Authorized:

150,00,000 Equity Shares of Rs.10/-each 15,00,00,000 15,00,00,000

TOTAL RS. 15,00,00,000 15,00,00,000

Issued, Subscribed & Fully Paid-up:

4,800,800 Equity Shares of Rs. 10 each 4,80,08,000 4,80,08,000

TOTAL RS. 4,80,08,000 4,80,08,000

3.1 Reconciliation of the shares outstanding at the beginning and at the end of the reporting period:-

Nos. Amount Rs. Nos. AmountEquity SharesAt the beginning of the period 48,00,800 4,80,08,000 48,00,800 4,80,08,000Issued during the period - - - -Outstanding at the end of the period 48,00,800 4,80,08,000 48,00,800 4,80,08,000

3.2 Terms / rights attached to SharesEquity Shares

3.3 Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company:

Name of Shareholder

Nos. % holdig in theclass Nos. % holdig in the

classEquity SharesMr. Jayant Purshottam Soni 8,57,154 17.85 8,14,250 16.96Mr. Vimal jayant Soni 5,93,277 12.36 5,09,750 10.62Mr. Dhaval Jayant Soni 5,01,400 10.44 4,95,750 10.33Mrs. Tara Jayant Soni 4,68,036 9.75 3,62,114 7.54

3.4

PHOTOQUIP INDIA LIMITEDNOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31 MARCH 2012

31 March 2012 31 March 2011

The company has one class of Equity shares having a par value of Rs. 10 per share. Each share holder of equity sharesis entitled to one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remainingassets of the company, after distribution of all preferential amounts, in proportion to their shareholding.

31 March 2012 31 March 2011

There where no instances of shares issued, on which there were any calls remaining unpaid or instance of anyforfeitures during the year ended March 31,2012 and 2011.


4 Reserves & Surplusa) Capital Reserve

Balance as at the beginning and at theend of the year 2,30,00,000 2,30,00,000

b) General ReserveBalance as at the beginning and at theend of the year 1,33,95,462 1,33,95,462

c) Profit & Loss AccountBalance as at the beginning of the year 19,56,93,253 14,91,93,547Add: Net Profit/(Net Loss) For the current year 4,37,85,667 4,64,99,706Balance as at the end of the year 23,94,78,920 19,56,93,253

TOTAL RS. 27,58,74,382 23,20,88,715

5 Long-term borrowingsa) Secured Loan

Term Loans From Bank 7,00,098 23,67,028

TOTAL RS. 7,00,098 23,67,028

5.1 Nature of Security and terms of repayment for Long Term secured borrowings

5.2

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31 MARCH 2012

Vehicle Loan amounting of Rs.11.76 Lacs (March 31 2011:Nil)

Installments falling due in respect of all the above Loans upto 31/03/2013 have been grouped under “Current maturitiesof long-term debt".

Type of Loan/Nature of Security Terms of Repayment

Vehicle Loan is secured against hypothication of a vehical.

Term Loan is secured by way of Equitable Mortgage of Land& Building located at Antop Hill, Mumbai. And further Securedby Personal Guarantees Of Promotor Directors

Repayable in 60 Monthly installments commencing fromOctober,2007. Last installment due inOctober,2012.Rate ofinterest 13.00 % p.a. as at year end.

Term Loan amounting of Rs.23.67 Lacs (March,31 2011:Rs.109.03 Lacs)

Repayable in 36 Monthly installments commencing fromDecember,2011. Last installment due inOctober,2014.Rate ofinterest 12.26% p.a. as at year end.



6 Deferred Tax Liabilities (Net)(A) Deferred Tax Liability Depreciation on Fixed Assets 43,98,163 40,43,128

(B)Deferred Tax Assets Employee Benifits (8,43,751) (7,77,627)

TOTAL RS. 35,54,412 32,65,501

7 Short-term BorrowingsSecuredCash Credit Facility 56,81,276 -Packing Credit Facility 7,16,10,000 1,81,02,000

TOTAL RS.7,72,91,276 1,81,02,000

7.1

8 Trade Payable

For Goods 10,28,85,229 6,56,11,051For Other 1,20,49,152 46,88,094

TOTAL RS. 11,49,34,381 7,02,99,145

8.1

8.2

9 Other Current Liabilities

Current Maturities of Long Term Debt 28,43,070 85,35,989Statutory Liabilities $ 7,56,860 8,17,279$Statutory liabilities represent amounts payable towards TDS, Service Tax etc.

TOTAL RS. 35,99,930 93,53,268

10 Short-term ProvisionsProvision for Employee Benefits 52,25,406 39,61,715

84,92,944 9,10,701TOTAL RS. 1,37,18,350 48,72,416

Provision for Taxes (Net of Advance Tax & TDS)

Cash Credit and Packing Credit facilities is Secured by exclusive charge on stock and book debts,present and future.Itis also secured by Sole Charge on Gala Nos 23,29 and 33 Located at Royal Industrial Estate,Naigaon Cross Road ,Wadala,Mumbai.It is Collateraly Secured by second Charge on factory land and building located at Wadala andPersonal Guarantees of Promotor Directors.It is futher secured by Lien marked on Fixed Deposit of Rs.50,00,000

Other Trade Payable represents amount payable to various parties for expenses

The Company has not received any intimation from suppliers regarding their status under the Micro, Small and MediumEnterprises Development Act, 2006 and hence disclosures relating to amount unpaid as at year end together withinterest paid payable under this Act have not been given.

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31 MARCH 2012PHOTOQUIP INDIA LIMITED

11 Fixed Assets

Description As at01.04.2011

Additionsduring the Year

Deductionsduring the

YearAs at 31.03.2012 As at

01.04.2011During the

YearDeduction /Adjustment

As at31.03.2012

As at 31.03.2012

As at31.03.2011

Tangible Assets

Land 4,50,39,530 - - 4,50,39,530 - - - - 4,50,39,530 4,50,39,530Office Building 33,61,184 - - 33,61,184 11,62,800 54,787 - 12,17,587 21,43,597 21,98,384

Factory Building 2,07,27,096 21,17,931 - 2,28,45,027 22,17,160 7,15,361 - 29,32,521 1,99,12,506 1,85,09,936

Machinery 31,34,770 28,78,219 - 60,12,989 11,11,664 1,90,999 - 13,02,663 47,10,326 20,23,106

Lab Tools / Equuipment 2,97,272 1,95,000 - 4,92,272 2,97,272 46,170 - 3,43,442 1,48,830 -

Dies & Moulds 2,84,98,235 24,96,556 - 3,09,94,791 2,19,59,352 19,91,555 - 2,39,50,907 70,43,884 65,38,883

Electrical Fittings 7,12,432 - - 7,12,432 3,00,397 31,576 - 3,31,973 3,80,459 4,12,035Office Equipment 15,42,702 - - 15,42,702 6,71,791 97,653 - 7,69,444 7,73,258 8,70,911

Air Conditioner 15,94,989 - - 15,94,989 4,93,771 1,00,963 - 5,94,734 10,00,255 11,01,218

Computers 81,75,888 6,13,984 - 87,89,872 60,69,616 7,23,213 - 67,92,829 19,97,043 21,06,272

Typewriter 8,000 - - 8,000 6,328 506 - 6,834 1,166 1,672

Sign Board 9,33,671 - - 9,33,671 5,61,977 59,101 - 6,21,078 3,12,593 3,71,694

Furniture & Fixtures 71,74,251 25,915 - 72,00,166 35,48,961 3,91,137 - 39,40,098 32,60,068 36,25,290

Motor Car 58,16,263 29,23,598 - 87,39,861 14,37,918 4,47,319 - 18,85,237 68,54,624 43,78,345

Total Tangible Assets 12,70,16,283 1,12,51,203 - 13,82,67,486 3,98,39,007 48,50,340 - 4,46,89,347 9,35,78,139 8,71,77,277Previous Year 12,28,49,254 46,09,679 4,42,650 12,70,16,283 3,58,27,532 43,22,544 3,11,069 3,98,39,006 8,71,77,277 8,70,21,722Intangible AssetsUnder Development

26,38,205 -

Total 9,62,16,344 8,71,77,277


Gross Block Depreciation Net Block


12 Non-current InvestmentsTrade Investment(Unquoted)4000 (P.Y. 4000) Equity Shares of Apna Sahakari Bank Ltd. 1,00,000 1,00,000 of Rs. 25/- Each Fully Paid UpTotal Of Trade Investments 1,00,000 1,00,000

Other Non Current InvestmentsQuoted9000 (P.Y. 9000) Equity Shares of Chartered Capital 1,80,000 1,80,000Investment Ltd of Rs. 10/- Each Fully Paid Up

Nil (P.Y. 4915) Equity Shares of Kiri Dyes Ltd. - 35,81,099 of Rs. 10/- Each Fully Paid Up

175 (P.Y. 175) Equity Shares of NHPC Ltd. 6,300 6,300 of Rs. 10/- Each Fully Paid UpTotal Of Other Non-Current Investments 1,86,300 37,67,399

TOTAL OF NON-CURRENT INVESTMENTS 2,86,300 38,67,399

Aggregate of Quoted Investments: At Book value 2,86,300 38,67,399 At Market Price 4,33,648 17,65,346

Aggregate of Unquoted Investments: 1,00,000 1,00,000

13 Long Term Loans and Advances

Capital Advances 1,62,16,273 77,35,667Security Deposit 7,47,490 6,71,490Other Advances Balance With Statutory Authorities 9,76,75,946 8,22,33,086 Advance Income Tax (Net) Staff Advances 8,84,074 92,684 Others 1,36,52,924 1,73,52,924

TOTAL RS. 12,91,76,707 10,80,85,851

14 Other Non-Current Assets

MAT Credit Entitlement 24,04,465 14479745

TOTAL RS. 24,04,465 1,44,79,745




15 Inventories

Raw Materials 12,05,14,147 4,02,64,414Stock In Trade 2,29,99,545 3,78,77,551

Total Rs. 14,35,13,692 7,81,41,965

15.1 Detail of Raw Materials31 March 2012 31 March 2011AMOUNT RS. AMOUNT RS.

Electronic Sub-assemblies 2,91,91,950 64,95,900Flash Capacitors 99,47,593 38,04,856Flash Tube 1,71,86,317 14,59,918Reflective / Diffuser Cloth 91,74,048 40,63,045Components & Photographic Accessories 5,50,14,239 2,44,40,695

Total Rs. 12,05,14,147 4,02,64,414

15.2 Detail of Stock In Trade

31 March 2012 31 March 2011AMOUNT RS. AMOUNT RS.

Digital Studio Flash Lights 68,24,560 29,04,778Components & Photographic Accessories 1,61,74,985 3,49,72,773

Total Rs. 2,29,99,545 3,78,77,551

16 Trade Receivables

(Unsecured, considered good)

Trade receivables outstanding for a period exceedingsix months from the due date for payment 25,60,114 66,92,059

Trade receivables outstanding for a period less thansix months from the due date for payment 2,28,92,227 1,50,93,243

TOTAL RS. 2,54,52,341 2,17,85,302

17 Cash and Bank Balances

Cash and Cash EquivalentsCash on Hand 9,38,025 15,75,108Balance with Banks 18,04,175 73,52,465

27,42,200 89,27,573Other Bank Balances

1,17,26,394 54,76,259

TOTAL RS. 1,44,68,594 1,44,03,832



Particulars

Term Deposits with original maturity of more than

Particulars


18 Short Term Loans and Advances

(Unsecured & considered good unless otherwise stated)Advance Receivable in cash or kindAdvance to Suppliers For Goods 12,23,28,454 5,95,77,129Other Advances Staff Advances 1,37,475 30,895 Others * 36,96,456 8,06,678*Other includes prepaid expenses and insurance claim

TOTAL RS. 12,61,62,385 6,04,14,702

19 Revenue from Operations

Sale of Products 52,30,19,497 45,63,19,738Sale of Stock in Trade 29,99,31,071 15,60,93,573

TOTAL RS. 82,29,50,568 61,24,13,311

19.1 Details of Sales of Products


Components & Photographic Accessories 23,62,07,648 15,54,53,030Digital Studio Flash Lights 28,68,11,849 30,08,66,708LED - -Thermal Printer - -

Total Rs. 52,30,19,497 45,63,19,738

19.2 Details of Sale of Stock In Trade


Components & Photographic Accessories 18,56,05,620 5,77,71,066Digital Studio Flash Lights 10,33,18,047 9,83,22,507LED Lights 1,10,07,404 -

Total Rs. 29,99,31,071 15,60,93,573

20 Other Income

Dividend 22,478 25,596Interest Income 12,24,908 4,13,514Other Income 2,56,480 96,044Keyman Insurance Maturity 63,94,830 -Foreign Exchange Fluctuation Gain 35,13,231 70,66,176

TOTAL RS. 1,14,11,926 76,01,330


Particulars


Particulars


21 Cost of Material Consumed

Opening Stock 4,02,64,414 2,31,45,788Add. Purchases during the year 44,67,73,288 34,93,14,229

48,70,37,702 37,24,60,017Less : Closing Stock 12,05,14,147 4,02,64,414

TOTAL RS. 36,65,23,555 33,21,95,603

21.1 Details of Raw Material Consumed31 March 2012 31 March 2011AMOUNT RS. AMOUNT RS.

Electronic Sub-assemblies 12,82,32,100 16,62,49,031Reflective / Diffuser Cloth 4,68,70,511 1,79,67,976Flash Tubes 3,03,15,018 2,07,10,108Flash Capacitors 1,95,85,950 2,05,95,380Other Electronic / Plastic Moulded Components 14,15,19,976 10,66,73,108

Total Rs. 36,65,23,555 33,21,95,603

21.2 Composition of Raw Material CinsumedRaw Material

% Amount % AmountImported 23.27 8,52,72,243 22.68 7,53,41,963Indigenous 76.73 28,12,51,312 77.32 25,68,53,640

TOTAL RS. 100.00 36,65,23,555 100.00 33,21,95,603

22 Purchase of Stock In Trade

Purchase of Stock in Trade 26,46,39,554 15,51,88,813

TOTAL RS. 26,46,39,554 15,51,88,813

22.1 Details of Purchase of Stock In Trade31 March 2012 31 March 2011AMOUNT RS. AMOUNT RS.

Digital Studio Flash Lights 11,15,43,956 7,16,86,556Components & Photographic Accessories 15,30,95,598 8,35,02,257

Total Rs. 26,46,39,554 15,51,88,813

22.2 Composition of Purchase of Stock In TradeRaw Material

% Amount % AmountImported 50.91 25,16,47,705 45.91 7,12,46,569Indigenous 49.09 12,99,18,849 54.09 8,39,42,244

TOTAL RS. 100.00 26,46,39,554 100.00 15,51,88,813


31 March 2012 31 March 2011

31 March 2012 31 March 2011

Particulars

Particulars



23 Changes In Inventories Of Stock In TradeClosing Stock of Stock - in Trade 2,29,99,545 3,78,77,551

Less : Opening Stock of Stock - in Trade 3,78,77,551 1,85,26,239

TOTAL RS. 1,48,78,006 (1,93,51,312)

24 Employee Benefit Expenses

Salaries, Wages and Bonus 3,48,87,529 3,07,92,051Contribution to Provident and other Fund 21,36,534 14,74,105Staff Welfare Expenses 5,18,150 8,91,860

TOTAL RS. 3,75,42,213 3,31,58,016

25 Finance Cost

Interest Expenses 55,45,534 28,81,755Other Borrowing Cost 34,41,213 15,75,690

TOTAL RS. 89,86,747 44,57,445

26 Other Expenses

Manufacturing ExpensesDesign & Development 8,73,928 2,76,773Loading & Unloading 4,42,339 3,02,730Electricity 6,31,729 7,69,974Repairs & Maintenance 22,25,195 16,43,642

Adminsitrative & General ExpensesLegal & Professinal fees $ 31,57,789 51,28,233Bad Debts 40,40,629 7,41,086Printing & Stationery 24,50,563 16,93,773Rent & Taxes 16,49,019 16,38,970Repairs & Maintenance 7,16,784 10,16,389Insurance 2,33,994 54,258Telephone 11,45,646 10,60,416Travelling Expenses 50,08,261 41,55,715Loss on Sale of Investment 31,36,264 2,54,866Prior Period Items 6,04,514 19,58,542Miscellaneous Expenses 1,26,55,496 1,12,39,024

Selling & Distribution ExpensesAdvertisement & Sales Promotion 94,55,862 56,33,565Freight Charges 72,14,638 92,37,960Packing Expenses 36,08,042 15,61,832Exhibition Expenses 67,01,218 25,10,014

TOTAL RS. 6,59,51,910 5,08,77,762$Includes Payment to Statutory Auditor

2011-2012 2010-2011i) Audit Fees 1,65,450 1,65,450ii) Tax Audit Fees 28,090 28,090


PHOTOQUIP INDIA LIMITEDNOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2012.

Continued……

27 Contingent Liabilities not provided in respect of:Amount (Rs.)

Nature of Liabilities 2011-12 2010-11

a. Disputed matters in appeals/contested in respectof:I) Income Tax 1,53,99,570 1,53,40,260

II) Sales Tax 22,09,943 22,09,943

b. Bonds/Undertakings given by the Companyunder Concessional duty/ exemption toCustoms/Excise Authorities(Net of redemptionapplied for)

2,50,00,000 2,50,00,000

28 Related Party Disclosure

a) Names of related parties and nature of relationship

I. Key Management Personnel and their relatives (KMP)1. Shri Jayant P. Soni Chairman& Managing Director2. Shri Dhaval J. Soni Whole Time Director3. Shri Vimal J. Soni Whole Time Director4. Smt. Tara J. Soni Relative of Director5. Shri. Pulin D. Soni Relative of Director

II. Enterprise under significant influence of key management personnel(Enterprise)

(i)Piri Systems Pvt. Ltd.(ii) Vijay Studio System(iii) Photoquip

b.Transactions with related parties

Related party disclosure Relationship for the year for the year31/03/2012 31/03/2011

Remuneration (Including Perquisites)Shri Jayant Soni KMP 2,672,052 2,641,180Shri Dhaval Soni KMP 2,401,877 2,400,000Shri Vimal Soni KMP 2,400,000 2,400,000Smt TaraSoni KMP 780,000 480,000Shri Pulin Soni KMP 732,253 615,900

Rent paidPiri Systems Pvt. Ltd. Enterprise 252,000 252,000

Amounts PayablePiri Systems Pvt. Ltd. Enterprise 333,840 274,958Shri Pulin Soni KMP 86,692 51,325Smt. Tara Soni KMP 70,000 40,000Shri Dhaval Soni KMP 746,095 966,149Shri Jayant Soni KMP 1,589,911 12,87,000Shir Vimal Soni KMP 41,282 807,569

PHOTOQUIP INDIA LIMITED.NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2012.

Continued……

Amounts Receivable

Photoquip Enterprise 35,35,774 35,35,774Vijay Studio System Enterprise 45,97,000 45,97,000

Notes:-

(i) No amounts pertaining to related parties have been provided for as doubtful debts. Also noamounts have been written off or written back during the year.

29 Segment Reporting:Amount (Rs.)

2011-12 2010-11a) Primary Segment

The company has only one segment i.e., “DigitalStudio Flash Light and Photograhic Accessories”.

b) Secondary Segment (By Geographicalsegment)

Sales and Operating Income:-India 29,99,31,071 15,60,93,573

Outside India 52,30,19,497 45,63,19,738

Total 82,29,50,568 61,24,13,311

30 Employees’ Benefits

a) Defined Benefit Plan

Gratuity:

The Company has a defined benefit gratuity plan. Every employee who has completedfive years or more of service gets a gratuity on termination of service or retirementwhichever is earlier at 15 days salary (last drawn salary) for each completed year ofservice. The scheme is funded with an insurance Company in the form of qualifyinginsurance policy.

The following table summaries the components of net benefit expenses recognized inthe profit and loss account and the funded status and amounts recognized in thebalance sheet for the gratuity benefit.

A. AssumptionsAs on

31/03/2012As on

31/03/2011

Discount Rate 8% 8%

Salary Escalation 5% 5%


Continued……

B. Table showing changes in present value ofobligations

As on31/03/2012

As on31/03/2011

Present value of obligations as at beginning of year 2667729 2168148

Interest cost 213418 173452

Current Service Cost 221783 202064

Benefits Paid (30513) (241169)

Actuarial (gain)/Loss on obligations 498237 365234

Present value of obligations as at end of year 3570654 2667729

C. Table showing changes in the fair value of planassets

As on31/03/2012

As on31/03/2011

Fair value of plan assets at beginning of year 1047031 1162788

Expected return on planassets 91979 95964

Contributions 28033 29448

Benefits paid (30513) (241169)

Actuarial Gain / (Loss) on Plan assets Nil Nil Nil

Fair value of plan assets at the end of year 1136530 1047031 5255923

D. Table showing fair value of plan assetsAs on

31/03/2012As on

31/03/2011

Fair value of plan assets at beginning of year 1047031 1162788

Actual return on planassets 91979 95964

Contributions 28033 29448

Benefits Paid (30513) (241169)

Fair value of plan assets at the end of year 1136530 1047031

Funded status (2434124) (1620698)

Excess of Actual over estimated return on plan assets Nil Nil(Actual rate of return = Estimated rate of return as ARD falls on 31stMarch)


Continued……

E. Actuarial Gain/Loss recognizedAs on

31/03/2012As on

31/03/2011

Actuarial gain/(Loss) for the year –Obligation (498237) (365234)

Actuarial (gain)/Loss for the year - plan assets Nil Nil

Total (gain)/Loss for theyear 498237 365234

Actuarial (gain)/Loss recognized in the year 498237 365234

F. The amounts to be recognized in the balancesheet and statements of profit and loss As on

31/03/2012As on

31/03/2011

Present value of obligations as at the end of year 3570654 2667729

Fair value of plan assets as at the end of the year 1136530 1047031

Funded status (2434124) (1620698)

Net Asset/(liability) recognized in balance sheet 2434124 1620698

G. Expenses Recognised in statement of Profit &loss

As on31/03/2012

As on31/03/2011

Current Service cost 221783 202064

Interest Cost 213418 173452

Expected return on planassets (91979) (95964)

Net Actuarial (gain)/Loss recognised in the year 498237 365234

Expenses recognised in statement of Profit & loss 841459 644786

b) Defined Contribution PlanThe company has recognized the following amount in profit and loss account which isincluded under contribution to funds.

Particulars Amount in Rs.Employer’s contribution to Provident Fund 17,53,675Employer’s contribution to E.S.I.C. 2,22,352

Note:(1) The estimated future salary increases take account of inflation, seniority, promotion and

other retirement factors such as supply and demand in the employment markets.


Continued……

31 Earnings per Equity ShareAmount (Rs.)

2011-12 2010-11Net (Loss) / Profit after Tax 43,785,667 46,499,706Weighted average number of Equity Shares for basic anddiluted EPS

48,00,800 48,00,800

Basic and Diluted Earnings per Share 9.12 9.69Nominal Value per Share 10 10

32 Foreign Currency Exposure

a. Details of unhedged foreign currency exposure as on 31-03-2012.

Particulars Currency Foreign CurrencyValue

Foreign CurrencyValue (In Rs.)

Debtors EURO 1,371 93,660Debtors CHF 215,300 12,216,095Debtors USD 38,282 19,58,124Creditors for Goods EURO 321,301 21,957,780Creditors for Goods CHF 129,532 73,20,555Creditors for Goods JPY (685,440) (427,920)Creditors for Goods USD (123,476) (63,17,232)Creditors for Goods GBP (5,937) (485,635)Packing Credit Loans USD 14,00,000 7,16,10,000

` 31/03/2012 31/03/2011

33 Value Of Import CIF Basis Rs. 29,77,05,210 Rs.14,20,22,786

34 Earning In Foreign CurrencyF.O.B. Value of Exports Rs. 52,30,19,497 Rs.45,63,19,738

35 Expenditure in Foreign Currency

Travelling Rs. 30,63,377/- Rs. 33,800,68/-

Export Freight Rs. 45,67,857/- Rs. 87,57,764/-


Continued……36 Previous year’s figures have been rearranged and reclassified wherever necessary.

Signature to Notes 1 to 36

As Per Our Report of even date attached

For Mayank Shah & Associates For and on behalf of the Board of Directors(Firm Registration No. 106109W)Chartered Accountants

(Jayant P. Soni)Chairman & Managing Director

(M.S. Shah)PartnerMembership No. 44093 ((Dhaval J. Soni) (Vimal J. Soni)

Whole Time Director Whole Time Director

Place : MumbaiDate : 05/09/2012

PROXY

PHOTOQUIP INDIA LIMITEDReg. Office : A-33 Royal Indl. Estate, Naigaon Cross Road, Wadala, Mumbai 400 031

I/We......................................................................................................................... .........................

of.......................................................................................................being a member / members of

Photoquip India Limited hereby appoint....................................................................................... ....

of .............................................................................................................................. ....................... or

failing him ............................................................................................ ....................................... of

............................................................................................................................. ....................... as my /

our proxy to vote of me / us and on my / our behalf at the Twentieth Annual General Meeting of the

Company to be held on 29th September, 2012.

Signed this day of 2012

Signature of Shareholder/s

Note : This from duly completed should be deposited at the Registered Office of the Company atMumbai 48 hours before the meeting.

-------------------------------TEAR HERE ---------------------------------

ATTENDANCE SLIP

PHOTOQUIP INDIA LIMITEDReg. Office : A-33 Royal Indl. Estate, Naigaon Cross Road, Wadala, Mumbai 400 031

Please sign this attendance slip and hand it over at the entrance of the hall to facilitate registrationformalities at the Meeting place.

I hereby record and confirm my presence at the Twentieth Annual General Meeting of the Companyheld at A 33, Royal Industrial Estate, Naigaon Cross Road, Wadala, Mumbai 400 031.

Client I.D.

D.P.I.D.FULL NAME SIGNATURE(In Block Letters)

....................................................................................................................

i) Member ....................................................................................................................

ii) Proxy ....................................................................................................................

L.F.No. ....................................................................................................................

...................................................................................................................

Affix1 RupeeRevenue

Stamp

Documents

PHOTOQUIP INDIA LIMITED · be supplied by the Company’s Registrar and Share Transfer Agents, Sharex Dynamic India Pvt. Ltd. on request. Members holding shares in the dematerialized