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
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
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.
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
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.
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.
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.
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.
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)
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.
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.
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.
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.
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.
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 || |
|Managing Director ||Whole-time ||Director |
Date : August 07 2017 Place: Chennai
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% |
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