You are here » Home » Companies » Company Overview » Caplin Point Laboratories Ltd

Caplin Point Laboratories Ltd.

BSE: 524742 Sector: Health care
NSE: CAPLIPOINT ISIN Code: INE475E01026
BSE LIVE 15:59 | 17 Nov 673.05 5.25
(0.79%)
OPEN

671.00

HIGH

675.00

LOW

663.55

NSE 15:51 | 17 Nov 673.75 6.05
(0.91%)
OPEN

667.75

HIGH

675.50

LOW

663.30

OPEN 671.00
PREVIOUS CLOSE 667.80
VOLUME 5580
52-Week high 783.90
52-Week low 285.00
P/E 52.62
Mkt Cap.(Rs cr) 5,088
Buy Price 673.05
Buy Qty 4.00
Sell Price 0.00
Sell Qty 0.00
OPEN 671.00
CLOSE 667.80
VOLUME 5580
52-Week high 783.90
52-Week low 285.00
P/E 52.62
Mkt Cap.(Rs cr) 5,088
Buy Price 673.05
Buy Qty 4.00
Sell Price 0.00
Sell Qty 0.00

Caplin Point Laboratories Ltd. (CAPLIPOINT) - Director Report

Company director report

The Directors present their 26th Annual Report on the business and operations of theCompany and the accounts for the Financial Year ended March 31 2017

Financial Highlights

H In Lakhs except EPS

Particulars Standalone For The Period Ended Consolidated For The Period Ended
Twelve Months March 31 2017 Nine Months March 31 2016 Twelve Months March 31 2017 Nine Months March 31 2016
Sales (net of excise duty) and other Income 35394.13 23476.54 41148.33 24238.13
Profit before Finance Costs Tax Depreciation & Amortisation Expenses 10608.08 6578.70 13520.79 6764.00
Less: Finance Costs 12.75 10.82 12.75 11.02
Depreciation & Amortisation Expense 1325.99 729.91 1329.84 747.78
Profit Before Tax 9341.34 5837.97 12178.20 6005.20
Less: Tax Expenses 2255.02 1305.41 2573.30 1428.28
Profit after Tax 7086.32 4532.56 9604.90 4576.92
Less : Minority Interest - - (10.95) 0.43
Add: Surplus at the beginning of the year 9723.21 6281.81 9723.13 6237.80
Profit available for Appropriation 16809.53 10814.37 19338.98 10814
Interim and final dividend - 906.60 - 906.60
Dividend Tax – Current Year - 184.56 - 184.56
Less: Deferred Employee Compensation Expenses. 99.45 153.75 99.45 153.75
Balance carried to Balance Sheet 16710.08 9569.46 19239.53 9569.38
Paid up Capital 1511.53 1511.00 1511.53 1511.00
Reserves & Surplus 18443.47 11302.85 20908.17 11302.77
19581.62 12440.47 22046.33 12440.39
Earnings per Share-In Rupees 9.38* 29.99** 12.73* 30.28**

• Face value of $2/- Per share

• • Face value of $10 /-Per share

Performance/Operations Review

The Company has on standalone basis registered total revenue from operations ofH34436.07 Lakhs (Total income H35394.13 Lakhs) during the year under review as againstH23129.22 Lakhs (Total income H23476.54 Lakhs) in the previous financial year of ninemonths. The Profit after tax was H7086.32 Lakhs during the year under review as againstH4532.56 Lakhs in the previous financial year of nine months .

The Company has on consolidated basis registered total revenue from operations ofH40164.84 Lakhs (Total income H41148.33 Lakhs) during the current financial year asagainst H23872.17 Lakhs (Total income H24238.13 Lakhs) in the previous financial year ofnine months.

As required under Section 134(3)(i) of the Companies Act2013 the state of Affairs ofthe Company and outlook has been discussed in Management Discussions and Analysis which isappended in this annual report pursuant to Regulation 34(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations2015.

US FDA Approval:

During the year under review our injectable facility (CP4) near Gummidipoondi Chennaiobtained US FDA approval. This facility is capable of manufacturing Liquid injectables inVials Ampoules Lyophilized Vials and Opthalmic dosages is also approved by EU-GMP andANVISA-Brazil.

Dividend

The Board of Directors at their meeting held on

May 102017 have recommended a dividend of H1.50 per equity share (75%) of H2 /- each .The said dividend if approved by the members at the 26th Annual General meeting which isto be held on September 212017 would absorb a total cash out flow of H113365125/-excluding Dividend Distribution Tax.

Transfer to Reserves

The Company has made no transfers to reserves during the Financial Year 2016-17

Subsidiaries

As on March 312017 the Company has three subsidiaries : (i) Argus Salud Pharma LLP(ii) Caplin Point Far East Limited – Hongkong (iii) Caplin Point LaboratoriesColombia SAS- Colombia.

The consolidated financial results/ performance incorporating the financial statementsof the above subsidiaries is attached to the annual report as required under theAccounting Standards and SEBI Regulations.

Further a statement containing the salient features of the financial statements of oursubsidiary pursuant to Section 129(3) of the Companies Act 2013 in the prescribed FormAOC-1 is appended as Annexure I to the Board's report.

Deposits

The Company did not accept any deposits from the public within the meaning of Chapter Vof the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

Share Capital

In October 2016 the Company had subdivided the shares from the face value of H10/- toH2/- and upon sub-division the members were issued five equity shares of H2/- each inlieu of one equity share of H10/- each. After sub-division the paid up capital ofH151100000 was sub- divided into 75550000 equity shares of H2/- each.

During the year the Company had allotted 26750 equity shares at the face value ofH2/- each under Caplin Point Employee Stock option Plan -2015.

Thus as on March 31 2017 the paid up share capital stood at H151153500/-consisting of 75576750 equity shares at the face value of H2/- each

Particulars of Loans Guarantees or Investments Under Section 186 of The Companies Act2013

Particulars of loans guarantees and investments as on March 312017 are given in NoteNo. 11 of the standalone financial statements.

Number of Meetings of the Board

The Board met four times during the year ended March 312017 which were held on27.05.2016 05.08.2016 09.11.2016 and 06.02.2017. The maxium gap between two meetings didnot exceed 120 days.

Directors and Key Managerial Personnel

Dr Sridhar Ganesan's (DIN : 06819029) present term of offce as the Managing Directorends on August 242017 and the Board of Directors at their meeting held on August 07 2017have decided to re-appoint him for another term of three years commencing from August 252017. The Board of Directors at their meeting held on February 062017 re-appointed Mr. MJayapal (DIN: 01869677) as the Whole- time Director of the Company for another period ofone year effective March 282017.

Dr Philip Ashok Karunakaran (DIN:06679664) was appointed as Whole-time Director by theBoard of Directors at their Board Meeting held on August 07 2017. The Company hasreceived a notice from a member proposing his candidature for the position of Director.

Mr D Sathyanarayanan (DIN : 07650566) has been appointed as an Additional Director(Non-executive-Independent) of the Company for a period of three consecutive years witheffect from November 092016. In the opinion of the Board of Directors he is eligible tobe appointed as an Independent Director. The Company has received a notice from a memberproposing his candidature for the position of Independent Director.

The members of the Company at their Twenty Third Annual General Meeting appointed Dr KC John (DIN: 01067374) as Non-executive- Independent Director for a period of three yearseffective August 25 2014 and shall hold offce till August 24 2017. Pursuant to Section149 (10) of the Companies Act 2013 an Independent Director shall be eligible forre-appointment for a second term of five years by passing a Special Resolution by themembers of the Company. Accordingly Board of Directors at their meeting held on August07 2017 have re-appointed Dr K C John (DIN: 01067374) as an Independent Director for asecond term of five consecutive years commencing from August 252017 and he is not liableto retire by rotation. In the opinion of the Board of Directors he is eligible to be re-appointed as an Independent Director. The Company has received a notice from a memberproposing his candidature for the position of Independent Director.

The above appointments and re-appointments have been recommended by Nomination andRemuneration Committee and are subject to the approval of members at the ensuing AnnualGeneral Meeting.

Pursuant to Regulation 36(3) of SEBI (Listing Obligations and disclosure Requirements)Regulations 2015 the profiles of these Directors seeking appointment / re-appointment aregiven in the Notice convening the 26th Annual General meeting In terms of Section 152 (6)of the Companies Act 2013 Mr M Jayapal (DIN: 01869677) retires by rotation and beingeligible offers himself for re-appointment.

Pursuant to section 2 (51) and Section 203 of the Companies Act2013 Dr SridharGanesan Managing Director Mr M Jayapal Whole-time Director Dr Philip AshokKarunakaran Whole-time Director Mr D Muralidharan Chief Financial Officer and Mr VinodKumar S Company Secretary are the Key Managerial personnel of the Company.

Declaration by Independent Directors

The Independent Directors of the Company have submitted their declaration as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as stipulated in Section 149(6) of the Companies Act 2013.

Extract of Annual Return

As required pursuant to Section 134 (3) (a) of the Companies Act 2013 an extract ofAnnual Return in the prescribed Form MGT 9 is given as Annexure II to this Directors'Report.

Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act 2013 the Directors Confirms that:

a. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312017 and of the Profit ofthe Company for that period;

c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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

e. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Nomination and Remuneration Committee (NRC) and its Policy

The Nomination and Remuneration Committee is empowered to authorize and exercise thepower as specified in section 178 of the Companies Act 2013. The Company has a policy onDirectors appointment and remuneration including the criteria for determining thequalification positive attributes and independence of a Director and other matters asprovided under section 178(3) of the Companies Act2013. The Nomination and RemunerationCommittee policy is annexed in Annexure III of the Directors report

Material Changes and Commitments

There were no material changes and commitments aeffecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

Pursuant to Section 134 (3)(m) of the Companies Act2013 read with in Rule 8 (3) of theCompanies (Accounts) Rules 2014 particulars of conservation of energy technologyabsorption foreign exchange earnings and outgo as are given as Annexure IV to thisDirectors' Report.

Annual Evaluation of The Board its Committees and Individual Directors

Pursuant to the provisions of Section 134(3) (p)the Companies Act 2013 and Schedule Vof the Companies Act 2013 the Board had carried out performance evaluation of its own ofthe Board Committees and of the Independent directors .Independent Directors at theirseparate meeting held on February 062017 evaluated performance of the Non-IndependentDirectors Board as a whole and of the Chairman of the Board. The outcome of theevaluation process were satisfactory which resulted in the active engagement of the Boardand committees in the Company.

Further the Directors are regularly informed and familiarized during the Board Meetingsabout the activities of the Company and its operations products and its development andlatest trends in the pharmaceutical industry and issues faced by the industry.

Corporate Social Responsibility (CSR)

Pursuant to the provisions of section 135 of the Act read with CSR Rules the Companyhas constituted Corporate Social Responsibility Committee and based upon therecommendation of the CSR committee the Board of Directors have approved CSR Policy.

Disclosure under Companies (Corporate social responsibility policy) rules 2014 isannexed as an Annexure V to this report.

Audit Committee

The Composition of the Audit Committee meetings of the Audit Committee and their termsof reference of the Audit committee have been disclosed separately in the CorporateGovernance Report which is annexed and forms part of this annual report.

Internal Financial Controls

The Company has designed and implemented adequate financial control systems withrespect to the financial statements. During the year under review no serious / adverseobservation have been received from the Internal Auditors of the Company with respect toineffectiveness or inadequacy of such controls.

Vigil Mechanism

The Company has established a vigil mechanism through a Whistle Blower Policy whereDirectors and employees can voice their genuine concerns or grievances about any unethicalor unacceptable business practice. A whistle-blowing mechanism not only helps the Companyin detection of fraud but is also used as a corporate governance tool leading toprevention and deterrence of misconduct .It provides direct access to the employees of theCompany to approach the Compliance Officer or the Chairman of the Audit Committee wherenecessary. The Company ensures that genuine Whistle Blowers are accorded completeprotection from any kind of unfair treatment or victimization. The Vigil mechanism policyis disclosed on the website of the Company i.e(www.caplinpoint.net)

Auditors

Statutory Auditors

Pursuant to Section 139 of the Companies Act 2013 the initial period of offce of theStatutory Auditors M/s. CNGSN & Associates LLP Chartered Accountants Chennaiconcludes at the conclusion of 26th Annual General Meeting of the Company.

The Audit Committee and Board of Directors have recommended the re-appointment of M/s.CNGSN & Associates LLP Chartered Accountants Chennai (Firm reg no. 004915S/2200036)as the statutory auditors of the Company subject to the approval of the Shareholders ofthe Company. The Company has received a certificate from the statutory auditors to theeffect that ratification of their appointment if made would be in compliance with therequirements of the Companies Act 2013 and the rules made there under.

The Statutory Auditors on appointment will hold offce from the conclusion of 26th

Annual General Meeting to 31st Annual general Meeting which is subject to ratificationby members at every Annual General Meeting .

A resolution for their re- appointment forms part of the Notice convening the 26thAnnual General Meeting and the same is recommended for members approval.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors of the Company appointed M/s. G Ramachandran & Associates CompanySecretaries Chennai to conduct the secretarial audit of the Company. The SecretarialAudit Report (Form MR – 3) is given as Annexure VI to this Directors' Report.

Corporate Governance

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations2015 a Report on Corporate Governance is given separately which forms a partof this Annual report.

Risk Management

The Board has designed and framed risk management approach through which it identifiesand manages the risk parameters The senior level management periodically reviews the riskparameters through which key business risk are identified and addressed. A brief report onthe Risk Management are referred in the Management Discussion and Analysis Report whichforms a part of the Annual Report.

Employee Stock Option Plan

During the year under review the Company has allotted 26750 equity shares underCaplin Point Employee stock Option plan -2015 and the details required under Rule 12 (9)of Companies (Share Capital and Debentures)

Rules 2014 and as required to be provided under the SEBI Guidelines as on March 31 2017 are set out in Annexure VII to this Report. The Board of Directors of the Company has proposed to institute new Employee Stock option Plan under the title " Caplin Point Employee Stock Option Plan -2017 " which is recommended for members approval at the ensuing 26th Annual General Meeting
Particulars of Employees and Related Disclosures
Particulars pursuant to Section 197(12) of Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed in the Annexure VIII to this Directors report.
Particulars of Contracts or Arrangements with Related Parties
All the related party transactions which were entered during the year under review were on arms length basis and in the normal course of Business. There were no material significant related party transactions made by the Company with its promoters Directors Key Managerial Personnel which may have potential conflict with the interest of the Company at large. No Material Contract or arrangements with the related party were entered during the year under review. All the related party transactions are reviewed by the Audit Committee . The required disclosures as per Accounting Standards 18 are disclosed in the Notes to Accounts of the Financial Statements. Particulars of Transactions with related parties In prescribed form AOC -2 is enclosed as an Annexure IX of this Directors Report The related party transaction policy has been uploaded on the website of the Company (www.caplinpoint.net)

Change In Registrar and Share Transfer Agents

In order to have ease in control and to render better service to the Investors theRegistrar and Share Transfer Agent Service (RTA) was shifted from Karvy Computer Shareprivate Limited Hyderabad to Integrated Registry Management Services Private LimitedChennai with effect from July 202017.

Disclosures

1. There has been no change in the nature of business of the Company during the yearunder review.

2. During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and company'soperations in future.

3. During the Financial year 2016- 17 none of the employees were in receipt of theremuneration pursuant to Section 197(12) of Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

4. There were no complaints filed pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013

5. Pursuant to Section 197 (14) of the Companies Act2013neither the Managing Directornor the Whole-time Directors of the Company receive any remuneration or commission fromany of its subsidiaries

6. The Report of the Statutory Auditors (which forms a part of this Annual Report) andthe Report of the Secretarial Auditor (which is Annexed to this Directors Report) are selfexplanatory having no adverse remarks/comments or disclaimer.

Acknowledgement

The Board of Directors wishes to place on record their sincere appreciation to thecustomers suppliers business partners and group companies and shareholders for theirsupport. The Directors would like to thank the Bankers and financial Institutions as well.The Directors would take this opportunity to express their appreciation for the dedicatedefforts of the employees and their contribution which is deeply acknowledged

For and on behalf of the Board of Directors

Dr Sridhar Ganesan

M Jayapal

Managing Director Whole-time Director

Date : August 07 2017 Place: Chennai

ANNEXURE I

FORM AOC I

DETAILS OF SUBSIDIARIES

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OFSUBSIDIARIES/ASSOCIATE COMPANIES/JOINT VENTURES

PART "A": Subsidiaries

Amount In INR

Name of the Subsidiary Argus Salud Caplin Point Far East Caplin Point Laboratories
Pharma LLP Ltd - Hong Kong Colombia SAS -Colombia
Reporting Period of the Subsidiary Concerned if diFFerent from the March 312017 March 312017 March 312017
Holding Company reporting period
Reporting currency and Exchange rate as on the last date of the NA USD USD
relevant Financial year in the case of foreign subsidiaries 1 USD = 64.8144 INR 1 USD = 64.8144 INR
Share Capital 9910000 768223 4727950
Partners share of Profit 49044675 NA NA
Total Assets 164186715 410057484 2352663
Total Liabilities 164186715 410057484 2352663
Investments NIL NIL NIL
Turnover 171157864 485034417 NIL
Profit before taxation 59969270 254398830 (2573144)
Provision for taxation 31827283 NIL NIL
Profit after taxation 28141987 254398830 (2573144)
Proposed Dividend NA NIL NIL
% of Share holding 99.90% 100% 56.35%

Notes:

1. Names of subsidiaries which are yet to commence operations :Caplin PointLaboratories Colombia SAS

2. Names of subsidiaries which have been liquidated or sold during the year : NA

PART "B": Associates and Joint Ventures

Statement Pursuant to Section 129 (3) Of The Companies Act 2013 Related to AssociateCompanies and Joint Ventures :Not Applicable

For and on behalf of the Board of Directors

Dr Sridhar Ganesan M Jayapal
Managing Director Whole-time Director

Date : August 07 2017 Place: Chennai