To THE MEMBERS
Your Directors present their Sixty-ninth Annual Report on the business and operationsof the Company together with the audited accounts for the year ended 31st March 2015.
1. FINANCIAL RESULTS:
| ||Year ended 31st March 2015 ||Year ended 31st March 2014 |
| ||(Rs. in Lakhs) ||(Rs. in Lakhs) |
|Profit before finance cost depreciation and tax ||1432.20 ||1164.01 |
|Finance cost ||0.30 ||0.34 |
|Depreciation ||344.67 ||353.26 |
|Profit before tax ||1087.23 ||810.41 |
|Provision for tax Current Tax ||470.00 ||317.00 |
| Deferred Tax ||(88.00) ||(32.00) |
|Profit after tax ||705.23 ||525.41 |
|Balance from last year ||2626.57 ||2414.95 |
|(Net of depreciation adjustment of Rs. 33.30 lakhs See Note 24(6) on Financial Statements) ||3331.80 ||2940.36 |
|Appropriations: || || |
|Proposed Dividend ||197.01 ||197.01 |
|Tax on Dividend ||40.11 ||33.48 |
|Transfer to General Reserve ||50.00 ||50.00 |
|Carried forward to Balance Sheet ||3044.68 ||2659.87 |
| ||3331.80 ||2940.36 |
The Directors are pleased to recommend payment of dividend @ 15% on the Equity ShareCapital (Rs. 1.50 per share of the value of Rs. 10/- each) for the year ended 31st March2015.
The Companys gross turnover for the year amounted to Rs. 276 crores as comparedto Rs. 266 crores in the previous year. The Company earned a profit (before tax) of Rs.10.87 crores as compared to Rs. 8.10 crores in the previous year.
4. DIRECTORS RESPONSIBILITY STATEMENT:
The Directors confirm that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
(b) Appropriate accounting policies have been selected and applied consistently andjudgements and estimates made are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as on 31st March 2015 and of the Profit ofthe Company for the year ended 31st March 2015.
(c) Proper and sufficient care have been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
(d) The annual accounts have been prepared on a going concern basis.
(e) The Company has laid down internal financial controls to be followed and that suchfinancial controls are adequate and operating effectively; and
(f) The Company has devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
Resignation of Director(s) -
Mr. Rakesh Khanna resigned from the Board on 26th September 2014. The Board wishes toplace on record its appreciation of the valuable service and guidance rendered by himduring his tenure.
Re-appointment of Director liable to retire by rotation -
In terms of Section 152 of the Companies Act 2013 Mr. Mofatraj P. Munot Director isliable to retire by rotation at the ensuing Annual General Meeting and offers himself forre-appointment.
Other information pertaining to Mr. Mofatraj P Munot is provided in CorporateGovernance Report annexed as Annexure IIA to this Report.
Appointment of Independent Director(s) -
Pursuant to the provisions of the Section 149 of the Companies Act 2013 Mr. BhoumickS. Vaidya Mr. K. V. Mani Ms. Anjali Seth Mr. Nitin K. Joshi and Mr. Siddharth S. Shetyewere appointed as Independent Directors for a term of 5 years commencing from 26thSeptember 2014 by the shareholders at the Annual General Meeting held on 26th September2014.
The Independent Directors have submitted the declaration of Independence pursuant toSection 149 of the Companies Act 2013 stating that they meet the criteria ofindependence.
6. EVALUATION OF THE BOARDS PERFORMANCE:
In compliance with the provisions of Companies Act 2013 and Clause 49 of the ListingAgreement it is necessary to evaluate the performance of the Board and its members by theindependent Directors of the Company. Pursuant to Schedule IV of the Companies Act 2013and the Rules made thereunder a separate meeting of the Independent Directors was held on22nd May 2015 with out the attendance of non-independent Directors and companyexecutives. The Independent Directors discussed matters pertaining to the Companysaffairs and functioning of the Board and presented their views.
7. CONSERVATION OF ENERGY:
Details relating to the Conservation of Energy and Technology absorption and foreignexchange earnings and outgoings as required under Section 134 of the Companies Act 2013read with the Companies (Accounts) Rules 2014 are given in Annexure I forming part of theDirectors Report.
8. CORPORATE GOVERNANCE:
In terms of Clause 49 of the Listing Agreement a report on the Corporate Governancealong with a certificate from the Auditors of the Company regarding compliance of theconditions of Corporate Governance and Management Discussion and Analysis Report are givenin Annexure II and III respectively to this report.
9. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The CSR committee comprises Mr. Robin Banerjee Mr. Suresh A. Gandhi and Mr. BhoumickS. Vaidya as members of the Committee. The CSR committee formulate and recommends to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by the Company which has been approved by the Board.
The CSR Policy may be accessed on the Companys website at the link:http://www.caprihansindia.com/ corporatepolicy
During the year the Company has adopted a Municipal School in Nasik for carrying outthe CSR activities and the same is in progress.
The Annual Report on CSR activities is given in Annexure IV to this report.
10. INTERNAL FINANCIAL CONTROL:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year no reportable material weakness in the design oroperation were observed.
11. RISK MANAGEMENT:
During the year the Board constituted a Risk Management Committee. The Committee metduring the year deliberated upon the probable risk areas and took appropriate actions.
12. VIGIL MECHANISM:
The vigil mechanism of the Company which incorporates a whistle blower policy is interms of the Listing Agreement. Protected disclosure can be made by a whistle blower tothe Managing Director. The Whistle Blower Policy may be accessed on the Companyswebsite at the link: http://www.caprihansindia.com/corporatepolicy
13. AUDITORS AND AUDITORS REPORT:
At the Sixty-eighth Annual General Meeting (AGM) held on 26th September 2014 MessrsM. P. Chitale & Company Chartered Accountants (Reg. No.: 101851 W) were re-appointedas the Statutory Auditor of the Company to hold office from the conclusion of theSixty-eighth AGM till the conclusion of Seventy-first AGM of the Company to be held in theyear 2017 subject to ratification of the appointment by the Members at every AGM heldafter Sixty-eighth AGM. Observations in the Auditors report regarding Note Nos.24(2) and 24(4) of the financial statements are non-qualificatory in nature.
The Board had appointed M/s. Jagdish Patel & Co. Company Secretaries in wholetimepractice to carry out Secretarial Audit under the provisions of Section 204 of theCompanies Act 2013 for the financial year 2014-15. The Report of the Secretarial Auditorpursuant to Section 204(1) of the Companies Act 2013 and the rules made there under isgiven in Annexure V to this report.
(a) AUDIT COMMITTEE:
The Audit Committee comprises of Mr. Suresh A. Gandhi (Chairman) and Mr. Bhoumick S.Vaidya and Mr. Siddharth S. Shetye Independent Directors as members. All therecommendations made by the Audit Committee were accepted by the Board.
(b) PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 statement showing the names and other particulars of the employeesdrawing remuneration in excess of the limits set out in the said rules forms part of theAnnual Report.
Disclosure pertaining to remuneration and other details as required under Section197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 also forms part of the Annual Report.
However as per the provisions of Section 136(1) of the Companies Act 2013 the Reportand Accounts are being sent to the members excluding the aforesaid information. Anymember interested in obtaining such particulars may inspect the same at the RegisteredOffice of the Company.
(c) EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the annual return is given in Annexure VI tothis report.
(d) NUMBER OF BOARD MEETINGS:
The Board of Directors met 5 (five) times during the financial year 2014-15. Thedetails of the board meetings and the attendance of the Directors are provided in theCorporate Governance Report.
(e) RELATED PARTY TRANSACTIONS:
All the related party transactions entered into by the Company during the financialyear with related parties were in the ordinary course of business and on arms lengthbasis and are in compliance with the applicable provisions of the Act and the ListingAgreement. All the related party transactions are presented to the Audit Committee fortheir recommendations to the Board.
The disclosures relating to the transaction with related parties are mentioned in Note24(7) of Notes on Financial Statement.
(f) PARTICULARS OF LOAN GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITIESPROVIDED:
Particulars of loan given are provided in the Note No. 9 and 15 to the notes onfinancial statements.
15. INDUSTRIAL RELATIONS:
The industrial relations remained cordial during the year.
The Board wishes to place on record its appreciation of the services rendered by theemployees of the Company. The Board also wishes to thank the Bankers for the co-operationand assistance extended by them.
| ||On behalf of the Board of Directors |
|Mumbai ||MOFATRAJ P. MUNOT |
|Dated: 22nd May 2015 ||Chairman |
Annexure I to the Directors Report
A. CONSERVATION OF ENERGY:
(i) Steps taken for conservation of energy:
Improved Production planning.
Installation of Steam Traps and Steam Meters in steam-conveying lines.
Maintaining the improved power factor.
Optimum usage of plant.
Installation of sequence controller in Boiler to save consumption of FurnaceOil.
(ii) Steps taken by the Company for utilizing alternate source of energy:
Possibilities of using alternate source of energy at reasonable capex could notbe found.
(iii) The Capital investment on energy conservation equipment:
Replacement of DC motor by AC motor for certain equipments.
B. TECHNOLOGY ABSORPTION:
(i) Major efforts made towards technology absorption:
Establishing ISO 9001:2008 bringing better systems and processes improvedquality in all production lines which is in line with customer expectations.
Working on different formulations including cost effective ones.
(ii) The benefit derived like product improvement cost reduction product developmentor import substitution:
Achieved better quality and higher line efficiency.
Cost effective finished products.
Different variants depending upon customer specific requirements.
(iii) Information regarding imported technology: NIL
(Imported during last three years)
(iv) Expenditure incurred on Research and Development:
| ||Year ended 31st March 2015 |
(Rs. in Lakhs)
|(a) Capital ||5.60 |
|(b) Recurring ||58.43 |
|(c) Total ||64.03 |
C. FOREIGN Exchange EARNINGS AND OUTGO:
|1. Activities relating to Exports : ||The exports of goods and services during the year amounted to Rs. 3696 Lakhs. |
|2. Total foreign exchange || |
|(a) Used : ||(i) CIF Value of Imports - Rs. 4086 lakhs. |
| ||(ii) Expenditure in foreign currency - Rs. 78 lakhs. (For details refer Note 23 of Notes on Financial Statement) |
|(b) Earned : ||FOB value of exports and marketing services - Rs. 3696 lakhs. |