To the Members
The Directors present their 25th Annual Report on the business and operations of theCompany and the accounts for Nine Months/ Financial Year ended March 31 2016.
| || || || |
Rs. In Lakhs except EPS
|PARTICULARS || |
STANDALONE FOR THE PERIOD ENDED
CONSOLIDATED FOR THE PERIOD ENDED
| ||Nine Months March 31 2016 ||Twelve months June 30 2015 ||Nine Months March 31 2016 ||Twelve Months June 30 2015 |
|Sales (net of excise duty) and other Income ||23476.54 ||24297.20 ||24238.13 ||25479.92 |
|Profit before Finance Costs Tax Depreciation ||6578.70 ||5930.49 ||6764.00 ||6199.84 |
|& Amortisation Expenses || || || || |
|Less: Finance Costs ||10.82 ||22.79 ||11.02 ||23.04 |
|Depreciation & Amortisation Expense ||729.91 ||827.92 ||747.78 ||837.93 |
|Profit Before Tax ||5837.97 ||5079.78 ||6005.20 ||5338.87 |
|Less: Tax Expenses ||1305.41 ||986.22 ||1428.28 ||1226.22 |
|Profit after Tax ||4532.56 ||4093.56 ||4576.92 ||4112.65 |
|Less : Minority Interest || || ||0.43 ||8.96 |
|Add: Surplus at the beginning of the year ||6281.81 ||3555.81 ||6237.80 ||3501.64 |
|Profit available for Appropriation ||10814.37 ||7649.37 ||10814.29 ||7605.33 |
|Less: Transfer to General Reserves || ||409.39 || ||409.36 |
|Interim Dividend ||377.75 || ||377.75 || |
|Final Dividend proposed ||528.85 ||755.50 ||528.85 ||755.50 |
|Dividend Tax Current Year ||184.56 ||153.80 ||184.56 ||153.80 |
|Adjustment on account of Depreciation Net || ||48.87 || ||48.87 |
|of taxes etc || || || || |
|Deferred employee compensation expenses ||153.75 || ||153.75 || |
|Balance carried to Balance Sheet ||9569.46 ||6281.81 ||9569.38 ||6237.80 |
|Paid up Capital ||1511.00 ||1511.00 ||1511.00 ||1511.00 |
|Reserves & Surplus ||11302.85 ||7852.40 ||11302.77 ||7808.39 |
|Networth ||12440.47 ||8990.02 ||12440.39 ||8946.01 |
|Earnings per ShareIn Rupees ||29.99 ||27.09 ||30.28 ||27.16 |
CHANGE IN FINANCIAL YEAR
The Companies Act 2013 requires every Company to have uniform period of April to Marchas its Financial Year . Accordingly the Audited Financial Statements (Standalone &Consolidated) for the current financial year have been prepared for the period of ninemonths commencing from July 01 2015 and ending on March 31 2016. All the currentfinancial year data provided in this Directors Report is for the period of Nine monthsonly.
The Company has on standalone basis registered total revenue from operations of Rs.23129.22 Lakhs during the financial year (Nine Months) under review as against Rs.24022.80 Lakhs in the previous financial year of twelve months. The Profit after tax wasRs. 4532.56 lakhs during the financial year (Nine months) under review as against Rs.4093.56 Lakhs in the previous financial year of twelve months .
The Company has made a consolidated turnover of Rs. 23872.17 Lakhs during the currentfinancial year(Nine Months) as against Rs. 25176.98 Lakhs in the previous financial yearof 12 months. As required under Section 134(3)(i) of the Companies Act2013 the state ofAffairs of the Company and outlook has been discussed in Management Discussions andAnalysis with is appended in this annual report pursuant to Regulation 34(2) of SEBI(Listing Obligations and Disclosure Requirements) Regulations2015.
The Board of Directors of the Company at their Board meeting held on February 052016declared an Interim Dividend of Rs. 2.50 per share (25 %) involving cash outflow of Rs.454.66 lakhs and the same was paid to the shareholders on February 252016.Now yourDirectors are pleased to recommend a Final Dividend of Rs. 3.50 per share (35%) . Thistogether with the Interim Dividend aggregates to a sum of Rs. 6 per share (60%) for the FY201516 involving a total cash outflow (both Interim & Final) of Rs. 1091.16lakhs including Dividend Distribution Tax.
The Board of Directors at their meeting held on August 052016 have proposedsub-division of equity shares into equity shares of lower face value.
TRANSFER TO RESERVES
The Company has made no transfers to reserves during the Financial Year 201516
During the year no company became or ceased to be a subsidiary of the Company. TheCompany has one subsidiary LLP (i.e) Argus Salud Pharma LLP.
The consolidated financial results/ performance incorporating the financial statementsof the above subsidiary LLP 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 Boards report.
The Company has not accepted any fixed deposits form the public.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
Particulars of loans guarantees and investments as on March 312016 are given in theNote No.12 to the standalone financial statements.
NUMBER OF MEETINGS OF THE BOARD
The Board met four times during the year ended March 312016 which were held on20.08.2015 05.11.2015 05.02.2016 and 17.03.2016.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Based upon the recommendation of the Nomination and Remuneration Committee the Boardof Directors at their meeting held on February 052016 have reappointed Dr. RRavichandran (DIN: 01920603) as an Independent Director for a Second term of Five yearcommencing from May 122016 and he is not liable to retire by rotation and Mr. M Jayapal(DIN :0186977) was reappointed as the Whole time Director of the Companyw.e.f. March 282016 for a period of one year.
Mr. D P Mishra (DIN : 02032818) term of office as a Whole-time Director expired onApril 302016 and has not sought re-appointment as a whole-time Director. However hecontinues to be a Director on the Board w.e.f. May 012016 and necessary resolution waspassed by the Board of Directors of the Company for the Change in Designation.
In terms of Section 152 of the Companies act 2013 Mr. C C Paarthipan (DIN :01218784)retires by rotation and being eligible offers himself for reappointment.
During the year under review Mr. P T Baby Thomas Director (DIN :03019018) resignedfrom the Board with effect from December 202015. The Board places on record theappreciation and gratitude for the guidance and contribution during his association withthe Company.
Further to the resignation of Mr. Harihara Ponnambalam as the Chief Financial Officerof the Company w.e.f. February 182016 Mr. D Muralidharan was appointed as ChiefFinancial Officer of the Company effective February 192016 .
As on date Dr. Sridhar Ganesan Managing Director Mr. M Jayapal WholetimeDirector Mr. D Muralidharan Chief Financial Officer and Mr. Vinod Kumar S CompanySecretary are the Key Managerial personnels 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 DirectorsReport.
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 accountsthe 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 312016 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 affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe 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 a separatemeeting evaluated performance of the NonIndependent Directors Board as a whole andof the Chairman of the Board. The outcome of the evaluation process were satisfactorywhich resulted in the active engagement of the Board and committees in the Company.
Further the Directors are regularly informed and familiarised 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 in 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 based upon the recommendation ofthe 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 a 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 whistleblowing mechanism not only helps theCompany in 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 M/s. CNGSN & Associates LLPChartered Accountants Chennai were appointed as Auditors of the Company at the TwentyThird Annual General Meeting of the Company for a consecutive period of three yearscommencing from conclusion of 23rd Annual general Meeting. The Company has received acertificate from the statutory auditors to the effect that ratification of theirappointment if made would be in compliance with the requirements of the Companies Act2013 and the rules made there under. Accordingly the Audit Committee and the Board ofDirectors have recommended to ratify their appointment as Statutory Auditors of theCompany for the financial year 201617.
A resolution seeking ratification of their appointment forms a part of the Noticeconvening the 25th Annual General Meeting and the same is recommended for shareholdersapproval.
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)Regulations 2015 a Report on Corporate Governance is given separately which form a partof this Annual report.
The Company has entered into new Listing Agreement with BSE Limited and National StockExchange of India Limited as per the regulation 109 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
The Company has paid the listing fees for the year 201617 to the Stock exchangeswhere the shares of the Company are listed.
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
Details as 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 2016are set out in Annexure VII to this Report
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Particulars pursuant to Section 197(12) of Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isenclosed 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 Financial year underreview were on arms length basis and in the normal course of Business. There were noMaterial significant related party transactions made by the Company with its promotersDirectors Key Managerial Personnel which may have potential conflict with the interest ofthe Company at large. No Material Contract or arrangements with the related party wereentered during the Financial year under review. All the related party transactions arereviewed by the Audit Committee . The required disclosures as per Accounting Standards 18are made in the Notes to Accounts of the Financial Statements. Particulars of transactionswith the related parties in prescribed form AOC -2 is enclosed as an Annexure IX of thisDirectors Report.
The related party transaction policy has been uploaded on the website of the Company(www. caplinpoint.net)
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 201516 none of the employees were in receipt ofthe remuneration pursuant to Section 197(12) of Companies Act 2013 read with Rule 5(2) ofthe Companies (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. Neither the Managing Director nor the Wholetime Directors of the Companyreceives any remuneration or commission from any 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 || |
|Place : Chennai ||C C PAARTHIPAN |
|Date : August 052016 ||CHAIRMAN |