To the Members
Your Directors are pleased to present 26 Annual Report of the Company along withAudited Accounts for the financial year ended March 31 2017.
Your Company's financial for the year ended March 31 2017 as compared to the previousfinancial year ended March 31 2016 is summarized below:
(Rs In Lacs)
|Particulars ||Current Year 2016-17 ||Previous Year 2015-16 |
|Revenue from Operations ||14734.89 ||13452.14 |
|Other Income ||69.29 ||55.23 |
|Total Income ||14804.18 ||13507.37 |
|Profit before Depreciation & Tax ||3788.98 ||3464.13 |
|Less : Depreciation ||375.48 ||265.90 |
|Net Profit before Taxation and Exceptional & Extraordinary Items ||3413.50 ||3198.23 |
|Add : Exceptional Items ||(33.27) ||161.03 |
|Less : Provision for Taxation ||755.00 ||740.00 |
|Less : Deferred Tax ||46.09 ||41.87 |
|Less : Extra ordinary items ||(28.94) ||(67.41) |
|Net Profit after Tax ||2608.08 ||2644.80 |
RESULT OF OPERATION AND STATE OF COMPANY'S AFFAIR:
The total income of the Company for the year ended as on March 31 2017 is Rs 14804.18lacs which is higher by about 9.60 % over that for the previous year which was Rs13507.37 lacs on account of considerable progress in various projects/activitiesresulting in pre-tax profit before Exceptional & Extraordinary items of Rs 3413.50lacs for the year as against the pre-tax profit before Exceptional & Extraordinaryitems of Rs 3198.23 lacs for the preceding year.
No material changes and commitments have occurred after the close of the year till dateof this report which affects the financial position of the Company.
Your Company is India's one of the leading player in Coding and Marketing solutionsprovider.
Your Company continued to lay emphasis on cash generation driven by strong businessperformance focus on efficiencies cost management and continued efficient collectionsystem. Your Company achieved its goals by focusing on strategic initiatives which areengaging to build own brands innovation for growth being effective and efficient andleading to win.
During the year the Board of Directors of the Company at their meeting held onFebruary13 2017 declared and paid an interim dividend of Rs 2.50/- per share (25%).Total outflow on account of interim dividend payout including dividend distribution taxamounted to Rs 471.57 lacs.
Furthermore in line with the good performance during the year your Directors arepleased to recommend for approval of members a final dividend of Rs 3.50/-per equityshare of face value of Rs 10/- each for the year ended March 31 2017.
The final Dividend is subject to the approval of Members at the Annual General Meetingheld on Friday September 15 2017 will be paid on or after seven days from the conclusionof AGM to the Members whose names appear in the Register of Members as on the date ofbook closure. The total dividend for the financial year including the proposed FinalDividend amounted to Rs 6/- per equity share and will absorb Rs 1131.77 lacs.
TRANSFER TO RESERVES
During the year under review no amount from profit was transferred to General Reserve.
CHANGE IN CAPITAL STRUCTURE
During the year under review there was no change in the Capital Structure of theCompany. As on March 31 2017 the issued subscribed and paid up share capital of yourCompany stood at Rs 156723720/- comprising 15672372 Equity Shares of Rs 10/- each.
As on March 31 2017 the Company has only one wholly-owned subsidiary company namely"Liberty Chemicals Private Limited".
As per the provisions of Section 129(3) of the Companies Act 2013 ("Act") astatement containing salient features of the financial statements of the Company'ssubsidiary in Form AOC-1 is annexed as "Annexure A" and forms anintegral part of this Report. Pursuant to the provisions of Section 136 of the Act thefinancial statements along with the relevant documents and separate audited financialstatements in respect of subsidiary is available on the website of the Company.
The financial statements of the subsidiary company and related information areavailable for inspection by the members at the Registered Office of your Company duringbusiness hours on all days except Saturdays Sundays and public holidays upto the date ofthe Annual General Meeting as required under Section 136 of the Companies Act 2013.
Any member desirous of obtaining a copy of the said financial statements may write tothe Company Secretary at the Registered Office of your Company. The financial statementsincluding the consolidated financial statements financial statements of subsidiary andall other documents required to be attached to this report have been uploaded on thewebsite of your Company under the weblink: https://www.controlprint.com/investors/
In terms of the provision of Sections 73 and 74 of the Companies Act 2013 read withthe relevant rules your Company has not accepted any fixed deposits during the year underreview.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
Pursuant to the Section 125(1) and other applicable provisions of Companies Act 2013the dividend which remains unclaimed/unpaid for a period of seven years from the date oftransfer to the unpaid dividend was required to be transferred to the Investor Educationand Protection Fund (IEPF) established by the Central Government and no claim shall lieagainst the Company.
No dividend was declared for the Financial Year 2008-09. Hence the Company has nottransferred any unpaid and unclaimed Divided to the IEPF during the financial year2016-17. The Company updated the details of unclaimed / unpaid dividend on the Company'swebsite www.controlprint.com and on MCA website www.mca.gov.in from time to time.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS
A Separate reports on Corporate Governance Report and Management Discussion andAnalysis as required by Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ["SEBI (LODR) Regulations 2015"]forms part of this Annual Report along with the required Certificate from the StatutoryAuditors of the Company confirming the compliance of requirements of Corporate Governanceas stipulated in the SEBI (LODR) Regulations 2015.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors based on the recommendation of the Nomination and RemunerationCommittee appointed Ms. Reena Shah as Company Secretary of the Company w.e.f. February13 2017. Further at the Board Meeting held on even date Ms. Reena Shah was designated as"Key Managerial Personnel" of the Company pursuant to Sections 2(51) and 203 ofthe Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
During the year Ms. Shama Pawar Company Secretary KMP and Compliance Officer of theCompany resigned from the services of the Company. The resignation was effective fromNovember 05 2016.
Retiring by Rotation
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Basant Kabra Managing Director retires byrotation at the forthcoming Annual General Meeting and being eligible offers himself forre-appointment.
The Board recommends his re-appointment for the consideration of the Members of theCompany at the ensuing Annual General Meeting.
Declaration of Independence by Independent Directors
The Board confirms that all Independent Directors of the Company have given adeclaration to the Board that they meet the criterion of independence as prescribed underSection 149 of the Companies Act 2013 and Regulation 25 of the SEBI (LODR) Regulations2015.
The Company has formulated a Familiarisation Programme for Independent Directors withan aim to familiarize the Independent Directors with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. to provide them with better understanding of thebusiness and operations of the Company and so as to enable them to contributesignificantly to the Company.
The details of programme for familiarization of Independent Directors with the Companyare disclosed on the website of the Company under the web linkhttps://www.controlprint.com/wp/wp-content/uploads/Details-of-Familarisation-Programme-2016-17.pdf
INTERNAL CONTROLS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. Internal Audit Control System ensures that the regularinternal audits are conducted at both the factories and other functional areas. Thefindings are then taken up by audit committee along with management response for suitableaction. The Company has implemented SAP ERP system it helps to minimize human errors andplugging the loopholes. The Company also has a proper and adequate system of internalcontrols to ensure that all assets are safeguarded and protected against loss fromunauthorized use or disposition and those transactions are authorized recorded andreported correctly. The Company has adequate and effective internal audit system coveringon a continuous basis the entire gamut of operations and services spanning all locationsbusiness and functions. The Audit Committee monitors the Internal Audit System on regularintervals and directs necessary steps to further improve the Internal Control system
MEETINGS OF THE BOARD
Four meetings of the Board of Directors were held during the year. For further detailsplease refer Report on Corporate Governance.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(C) of the Companies Act 2013 your Directors to the bestof their knowledge and belief make following statements that:
(a) In preparation of the Annual Accounts for the year ended March 31 2017 theapplicable Accounting Standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
(b) Such Accounting Policies have been selected and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company as at March 31 2017 and profit of the Company forthe year ended on that date;
(c) Proper and sufficient care has been taken 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 Annual Accounts have been prepared on a going concern basis;
(e) The proper internal financial controls were in place and that such internalfinancial controls are adequate and were operating effectively;
(f) The systems to ensure compliance with the provisions of all applicable laws were inplace and that such systems were adequate and operating effectively.
POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS KEY MANAGERIAL PERSONNEL ANDSENIOR MANAGEMENT EMPLOYEES
The Board of the Directors has framed the policy which lays down a framework inrelation to Remuneration of Directors Key Managerial Personnel and Senior Management ofthe Company. This policy also lays down criteria for selection and appointment of BoardMembers. The Nomination and Remuneration Policy is annexed at the end of the CorporateGovernance Report and also available at website of the Company under weblinkhttps://www.controlprint.com/wp/wp-content/uploads/Nomination_and_Remuneration-Policy.pdf
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualevaluation of its own performance the individual Directors (including the Chairman) aswell as an evaluation of the Board Committees. The Nomination and Remuneration Committee(NRC) of the Company approved a checklist for evaluation of the performance of the Boardthe Committees of the Board and the Individual Directors including the Chairman of theBoard.
The Board adopted the checklist for performance evaluation as approved by NRC. Theperformance of the Board and Committee was evaluated on the basis of the criteriaapproved. The Board and the NRC reviewed the performance of the individual directors. Inaddition the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated. The same was discussed in the Board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees and theindividual Directors was discussed.
The Board of Directors expressed their satisfaction with the evaluation process
Statutory Auditors and Auditors' Report
M/s Dosi & Jain Chartered Accountants Mumbai (Firm registration number: 112435W)were appointed as Statutory Auditors of your Company. Currently they are holding officeof the Auditors up to the conclusion of the 26 AGM.
As per second proviso to Section 139(2) of the Companies Act 2013 and the Rules madethereunder it is mandatory to rotate the Statutory Auditors on completion of the maximumterm permitted under the said section.
The Board of Directors places on record its appreciation to the services rendered byM/s Dosi & Jain Chartered Accountants as Statutory Auditors of the Company.
Subject to the approval of the Members the Board of Directors has recommended theappointment of M/s. Jhawar Mantri & Associates Chartered Accountants (Firmregistration number: 113221W) as the Statutory Auditors of the Company pursuant toSection 139 of the Companies Act 2013.
M/s. Jhawar Mantri & Associates Chartered Accountants have consented to theirappointment as Statutory Auditors and have confirmed that their appointment if made willbe in accordance with Section 139 read with Section 141 of the Act.
There were no qualifications reservation or adverse remark or disclaimer made byStatutory Auditor in its report.
As per the requirement of Central Government and pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014 yourCompany carries out an audit of cost records. The Board of Directors on recommendation ofAudit Committee has appointed Mr. Paresh Jaysih Sampat Cost Accountants (Membership No.33451) as the Cost Auditors of the Company for the Financial Year 2017-18.
In terms of the provisions of Section 148(3) of the Companies Act 2013 read with theRule 14(a)(ii) of the Companies (Audit and Auditors) Rules 2014 the remuneration of theCost Auditors has to be ratified by the members. Accordingly necessary resolution isproposed at the ensuing AGM for ratification of the remuneration payable to the CostAuditors for the Financial Year 2017-18.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s. Nilesh Shah & Associates CompanySecretaries in Practice to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is annexed as "Annexure B" and forms anintegral part of this Report.
There were no qualifications reservation or adverse remark or disclaimer made bySecretarial Auditor in its report.
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act 2013 ('the Act') and rule 12(1) of theCompanies (Management and Administration) Rules 2014 extract of annual return is Annexedas "Annexure - C" and forms an integral part of this Report.
RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered by the Company during the financialyear with related party were on arm's length basis and are in the ordinary course of thebusiness. There are no materially significant related party transactions made by theCompany with Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with interest of the Company at large. Accordingly the disclosureof Related Party Transactions as required under Section 134(3)(h) of the Companies Act2013 in Form AOC-2 is not applicable.
Your Directors draw attention of the members to Notes to accounts of the financialstatement which sets out related party disclosures.
A statement of all Related Party Transactions is presented before the Audit Committeeon a quarterly basis specifying the nature and value of the transactions.
Your Company has formulated a Policy on Related Party Transactions and policy on thesame as approved by the Board is uploaded on the Company's weblink vizhttps://www.controlprint.com/wp/wp-content/uploads/Related-Party-Transactions-Policy.pdf
VIGIL MECHANISM/WHISTLE BLOWER
Your Company has a Vigil Mechanism in place as required under Section 177 of the Actand the SEBI (LODR) Regulations 2015. The mechanism provides for adequate safeguardsagainst victimization of persons who use such mechanism and makes provisions for directaccess to the Chairman of the Audit Committee. More details in this regard have beenoutlined in the Corporate Governance Report annexed to this report. The Policy isdisclosed on the Company's website with the following link:https://www.controlprint.com/wp/wp-content/uploads/Vigil-Mechanism-or-Whistle-Blower-Policy.pdf
Risk Management within the organization involves reviewing the operations of theorganization identifying potential threats to the organization and the likelihood oftheir occurrence and then taking appropriate actions to address the most likely threats.
The Company is re-visiting its approach towards risk and shall periodically review andmitigate them through proper policies in place to manage all types of risk majorlyfinancial risk business risk inventory pricing risk regulatory risk and HR risk throughreview audit and reporting mechanism.
CORPORATE SOCIAL RESPONSIBILITY
As a part of its initiative under the "Corporate Social Responsibility"(CSR) the Company has undertaken projects in the promoting health care and education.These projects are in accordance with Schedule VII of the Companies Act 2013 and theCompany's CSR Policy. The Report on CSR activities as required under the Companies(Corporate Social Responsibility Policy) Rules 2014 is annexed as "Annexure -D" and forms an integral part of this Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The details of Loans Guarantees or Investments covered under the provisions of Section186 of the Companies Act 2013 forms part of notes to the Financial Statements.
PARTICULARS OF EMPLOYEES
In accordance with the requirements of Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended regardingemployees is annexed as "Annexure E" and forms an integral part of thisReport.
PARTICULARS OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EARNINGS AND OUTGO
Particulars required under Section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 regarding conservation of energy technologyabsorption foreign exchange earnings and outgo are given in "Annexure F"and forms an integral part of this Report.
SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS
No significant and material orders have been passed by the Regulators/Courts/Tribunalsimpacting the going concern status and Company's operations in future.
ENVIRONMENT AND SAFETY
Your Company is conscious of the importance of environmentally clean and safeoperations. Your Company endeavors that the conduct of all operations are in such mannerso as to ensure safety of all concerned compliance of statutory and industrialrequirements for environment protection and conservation of natural resources to theextent possible.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company has in place a formal policy for the prevention of sexual harassment ofits women employees in line with "The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013". During the year there were nocomplaints received relating to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
Your Directors takes this opportunity to express their deep sense of gratitude to highdegree of professionalism commitment and dedication displayed by employees at all levels.Your Directors also wish to thank its esteemed corporate clients dealers agentssuppliers technology partners investors Government Authorities and bankers for theircontinued support and faith reposed in the Company. Your Directors are deeply grateful tothe shareholders for the confidence and faith that they have always reposed in theCompany.
For and on behalf of the Board
| ||Basant Kabra ||Shiva Kabra |
|Place: Mumbai ||Managing Director ||Whole-time Director |
|Date: July 31 2017 ||(DIN: 00176807) ||(DIN : 00190173) |