The Members of Control Print Limited
On behalf of the Board of Directors I am happy to present the 25thDirectors Report of your Company with the Balance Sheet and Profit & LossAccount for the year ended March 312016.
Your Companys financial for the year ended March 312016 as compared to theprevious financial year ended March 312015 is summarized below:
| || ||(Rs. in Lakhs) |
|Particulars ||2015-16 ||2014-15 |
|Revenue from Operations ||13452.14 ||11292.32 |
|Other Income ||55.23 ||129.08 |
|Total Income ||13507.37 ||11421.40 |
|Profit before Depreciation & Tax ||3464.13 ||2752.77 |
|Less: Depreciation ||265.90 ||191.78 |
|Net Profit before Taxation and Exceptional Items ||3198.23 ||2560.99 |
|Add: Exceptional Items ||161.03 ||233.92 |
|Less: Provision for Taxation ||740.00 ||790.00 |
|Less: Deferred Tax ||41.87 ||(11.23) |
|Less: Prior Period Adjustments ||(67.41) ||100.89 |
|Net Profit after Tax ||2644.80 ||1915.25 |
Your Company is Indias one of the leading player in Coding and Marking Solutionsprovider. Total revenue from operations (net) for the year was Rs.13452.14 Lakhs 19.13%growth over previous year of Rs.11292.32 Lakhs. Net profit after tax increased toRs.2644.80 Lakhs in the current year from Rs.1915.25 Lakhs in the previous yearregistering a growth of 38.09%.
Your Company had a successful FY2015-16 with strong financial results reflecting ourfocus on delivering superior performance. Despite of certain economic conditions yourCompany has improved its performance during the year.
Your Company prepares its financial statements in compliance with the requirements ofthe Companies Act. 2013 and the Generally Accepted Accounting Principles (GAAP) in India.Overall the financial statements have been prepared on historical cost basis. Theestimates and judgments relating to the financial statements are made on a prudent andreasonable basis so as to reflect in a true and fair manner the form and substance oftransactions and reasonably present your Companys state of affairs profit and cashflows for the year ended March 312016.
There is no change in the nature of business of your Company during the year underreview. There are no material changes and commitments affecting the financial position ofyour Company which occurred between the end of financial year 2015-16 and the date of thisreport.
During the year the Board of Directors of the Company at their meeting held on January4 2016 declared and paid an interim dividend of Rs.4/- per share (40%) on account ofcompleting 25th year from its incorporation. Total outflow on account ofinterim dividend payout including dividend distribution tax amounted to Rs.503.01 Lakhs.
Furthermore in line with the excellent performance during the year your Directors arepleased to recommend for approval of members a final dividend of Rs.2 per share (20%) forthe financial year 2015-16. Total outflow on account of final dividend payout includingdividend distribution tax amounts to Rs.377.26 Lakhs.
The total outflow on account of total dividend (interim and final dividend) anddividend distribution tax would amount to Rs.880.27 Lakhs as compared to Rs.472.68 Lakhsin the previous year.
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 RESERVES
Your Company did not transfer any sum to General Reserve for the year under review.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
Pursuant to the Section 205C and other applicable provisions of Companies Act 1956(the corresponding provision in the Companies Act 2013 have not been notified and hencethe earlier law is still applicable in respect of these provisions) the dividend whichremains unclaimed/unpaid for a period of seven years from the date of transfer to theunpaid dividend was required to be transferred to the Investor Education and ProtectionFund (IEPF) established by the Central Government and no claim shall lie against theCompany.
Accordingly an amount of Rs.409194/- being unclaimed/unpaid dividend for the year2007-08 and which remained unpaid and unclaimed for a period of 7 years had beentransferred by the Company to the IEPF. The Company updates the details of unclaimed /unpaid dividend on the Companys website: www.controlprint.com and on MCA website:www.mca.gov.in from time to time.
CHANGES IN THE SHARE CAPITAL
A) Authorised Capital
The Company had vide resolution passed through Postal Ballot/E-voting on December 282015 increased Authorised Share Capital from Rs.150000000/- (Rupees Fifteen CroresOnly) to Rs.200000000/- (Rupees Twenty Crore Only) divided into 20000000 (Two Crore)Equity Shares of Rs.10/- (Rupees Ten Only) each.
B) Issued Subscribed and Paid-up Capital
a) Conversion of warrants
The Members are aware that the Company had issued and allotted 1000000 warrants toPromoter and Promoter Group on preferential basis through Postal Ballot on December112013 with an option to convert it into Equity Shares of the Company. During thefinancial year 2014-15 Promoter and Promoter group had exercised their right ofconverting 400000 warrants into equity shares. During the year Promoter and Promotergroup had exercised their right of converting the balance warrants into equity shares bypaying the remaining amount of the total consideration of the issue value amounting toRs.53.23/- per share. Accordingly 600000 warrants were converted into 600000 equityshares of Rs.10/- each on June 30 2015.
b) Bonus Shares
During the year your Company had issued and allotted 5224124 Bonus Equity shares inthe ratio of 1 (One) Bonus Equity Share for every 2 (Two) existing Equity Shares held bythe shareholders of the Company.
Consequently the Issued Subscribed and Paid-up Capital of the Company has increasedfrom Rs.98482480/- to Rs.156723720/- comprising of 15672372 Equity Shares of Rs.10/-each.
As on March 31 2016 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 ("theAct") a statement containing salient features of the financial statements of theCompanys subsidiary (which includes associate companies and joint ventures) in FormAOC-1 is attached to the financial statements of the Company. Pursuant to the provision ofSection 136 of the Act the financial statements of the Company including consolidatedfinancial statements along with the relevant documents and separate audited financialstatements in respect of subsidiaries are 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 (AGM) as required under Section 136 of the Act. Any memberdesirous of obtaining a copy of the said financial statements may write to the CompanySecretary at the Registered Office of your Company. The financial statements including theconsolidated financial statements financial statements of subsidiary and all otherdocuments required to be attached to this report have been uploaded on the website of yourCompany: http://controlprint.com.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS
Separate reports on Corporate Governance and Management Discussion and Analysis asrequired by Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 [hereinafter referred to as "SEBI (LODR)"] formspart of this Annual Report along with the required Certificate from the Statutory Auditorsof the Company confirming the compliance of requirements of Corporate Governance asstipulated in the SEBI (LODR).
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retirement by rotation
In accordance with the provisions of Section 152 of the Companies Act 2013 Ms. NyanaSabharwal (DIN: 02997515) retires by rotation at the ensuing Annual General Meeting andbeing eligible offers herself for re-appointment. Appropriate resolution for herre-appointment is being placed for your approval at the ensuing AGM. The brief resume ofthe Directors and other related information has been detailed in the Notice convening the25th AGM of your Company.
Re-appointment of Mr. Shiva Kabra as a Whole-time Director
Mr. Shiva Kabra was appointed as a Whole-time Director of the Company for a period ofthree years with effect from January 1 2013. On the recommendation of the Nomination& Remuneration Committee the Board of Directors at its meeting held on May 25 2016has re-appointed Mr. Shiva Kabra (DIN: 00190173) as a Whole time Director of the Companyfor a further period of three years with effect from April 12016 subject to the approvalof the members.
The Board at its meeting held on January 4 2016 appointed following officials as KeyManagerial Personnel pursuant to the provision of Section 203 of the Companies Act 2013:
1) Mr. Rahul Khettry as a Chief Financial Officer of the Company w.e.f. January 42016;
2) Ms. Shama Pawar as a Company Secretary of the Company w.e.f. January 18 2016.
Suspension from Services
During the year the Company had suspended Ms. Saroj Agarwal from the services of ChiefFinancial Officer and Company Secretary of the Company w.e.f. July 10 2015.
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).
EVALUATION OF THE BOARDS PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 the Board is required to carryout annual evaluation of its own performance and that of its committees and individualDirectors. Accordingly your Company has carried out the performance evaluation asrequired during the year under review.
The Company has a Remuneration Policy in place for identification of independencequalifications and positive attributes of Directors Key Managerial Personnel and otherSenior Management Employees forms part of Corporate Governance Report of this AnnualReport.
MEETINGS OF THE BOARD
During the year the Board of Directors met nine times. For further details of themeetings of the Board please refer to the Corporate Governance Report which forms partof this Annual Report.
AUDITORS AND INFORMATION ON AUDITORS OBSERVATIONS
M/s. Dosi & Jain Chartered Accountants Mumbai (FRN:112435W) were appointed asStatutory Auditors of your Company for a period of three years upto FY2016-17 at theAnnual General Meeting (AGM) held on September 12 2014. However as per the first provisoof Section 139(1) of the Companies Act 2013 ("the Act") the appointment ofauditors has to be ratified by the Members at every AGM.
The Company has received a letter from the Auditors confirming that they are eligiblefor re-appointment as Statutory Auditors of the Company under the Act meet the criteriafor appointment specified in Section 141 of the Act.
Based on the recommendation of the Audit Committee and as per the provisions of theSection 139(1) of the Act the Board of Directors proposes to ratify the appointment ofM/s. Dosi & Jain Chartered Accountants as the Statutory Auditors of the Company forFY2016-17.
The observations made in the Auditors Report read together with relevant notesthereon are selfexplanatory and hence do not call for any further explanations or commentsby the Board under Section 134 of the Act.
As per the requirement of Central Government and pursuant to Section 148 of theCompanies Act 2013 ("the Act") and Companies (Cost Records and Audit) Rules2014 your Company carries out an audit of cost records. The Board of Directors onrecommendation of Audit Committee has appointed Mr. Paresh Jaysih Sampat as CostAuditors to audit the cost records of the Company for the financial year 2016-17. Theremuneration proposed to be paid to the Cost Auditor would not exceed Rs.155000/-(Rupees One Lakhs Fifty Five Thousand Only) excluding taxes and out of pocket expenses ifany. As required under the Act a resolution seeking members approval for theremuneration payable to Cost Auditor forms part of the Notice convening the Annual GeneralMeeting.
Mr. Paresh Sampat has confirmed that his appointment is within the limits of theSection 141 of the Act and has also certified that he is free from any disqualificationsspecified under Section 141 of the Act. The Audit Committee has also received acertificate from the Cost Auditor certifying his independence and arms lengthrelationship with the Company.
Pursuant to the provisions of Section 204 of the Companies Act 2013 ("theAct") and the Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 the Company with the approval of the Board appointed Mr. Pradeep PurwarPracticing Company Secretary to undertake the secretarial audit for the financial yearended March 312016. Mr. Pradeep Purwar has submitted the Report confirming compliancewith the applicable provisions of the Act and other rules and regulations issued bySEBI/other regulatory authorities for corporate law. Secretarial Audit Report for thefinancial year ended March 31 2016 is annexed as "Annexure A". Withregard to Observations/remarks contained in the Secretarial Auditors Report ourDirectors wish to state as under:
Observations 1 & 2:
1. Clause 41 of the Listing Agreement: Delay in conducting the Board Meeting and AuditCommittee Meeting for considering the Audited Financial Results for the financial year2014-15 and consequential delay in submitting the audited financial results for theaforesaid period;
2. Clause 49 of the Listing Agreement: Time gap between two Audit Committee Meetingsexceeding more than four months
During the year under review the Company was facing technical issues in ERP system -Microsoft Navision and accordingly the Company had taken effective steps for shifting ofERP system - Microsoft Navision to SAP - ERP system. This entire process had delayedaccounts finalisation process and consequently delay in audit process. Accordingly theCompany had made an application to BSE
Limited on May 19 2015 for seeking extension of time upto June 30 2015 forconsidering annual audited financial results for the financial year March 31 2015. Inview of the same the Company approved the audited financial results for the financialyear March 31 2015 in their meeting held on June 30 2015.
Observations 2 & 3:
2. Clause 49 of the Listing Agreement: Non-signing of CEO/CFO Certification by CFO forthe financial year 2014-15 as required under Clause 49 of the Listing Agreement;
3. Section 134 of the Companies Act 2013: Non-signing of financial statements of theCompany for the financial year 2014-15.
The Company had suspended Ms. Saroj Agarwal as CFO & CS with effect fromJuly 102015. She was called upon vide suspension letter dated July 10 2015 to return andhandover all documents records data and other material of the Company.
The audited financial results for the year ended on March 31 2015 were approvedand adopted by the Board of Directors at the Board meeting held on June 30 2015 dulyattended by CFO & CS and the results were uploaded by the Assistant Company Secretaryworking directly under Ms. Saroj Agarwal and reporting to her.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in the prescribed Form MGT - 9 is appended in "AnnexureB". RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered by the Company during the financialyear with related party were on arms length basis and were in the ordinary course ofthe business. There are no materially significant related party transactions made by theCompany with promoters key managerial personnel or other designated persons of theCompany. Accordingly the disclosure of Related Party Transactions as required underSection 134(3) (h) of the Companies Act 2013 in Form AOC-2 is not applicable. YourDirectors draw attention of the members to Notes to accounts of the financial statementwhich 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 which is alsoavailable on Companys website: www.controlprint.com.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Companys internal control systems are commensurate with the nature of itsbusiness and the size and complexity of operations. The internal audit function reports tothe Audit Committee. Your Company has adopted accounting policies which are in line withthe Accounting Standards prescribed in the Companies (Accounting Standards) Rules thatcontinue to apply under Section 133 and other applicable provisions if any of theCompanies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014. These are inaccordance with Generally Accepted Accounting Principles in India. Changes in policies ifany are approved by the Audit Committee in consultation with the Auditors.
VIGIL MECHANISM / WHISTLE BLOWER
Your Company has a Vigil Mechanism in place as required under Section 177 of theCompanies Act 2013 and the SEBI (LODR). 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 Companys website with the following link:www.controlprint.com/investors.
CORPORATE SOCIAL RESPONSIBILITY
The Company has formulated the policy for development and implementation of CorporateSocial Responsibility as also required under Section 135 of the Companies Act 2013("the Act"). Further the information pursuant to Section 134(3)(o) of the Actand Rule 9 of the Companies (Corporate Social Responsibility) Rules 2014 are given in "AnnexureC".
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 given in "Annexure D".
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 energytechnology absorption foreign exchange earning and outgo are given in "AnnexureE"forming 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 Companys 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.
The Audit Committee comprises of 3 (Three) Non-executive and Independent Directors asmembers namely Mr. S. S. Jangid Mr. Rakesh Agrawal and Mr. Gaurav Himatsingka. Allmembers are well versed with finance accounts corporate laws and general businesspractices.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 ("the Act") the Boardof Directors to the best of their knowledge confirms that:
(a) in the preparation of the Annual Accounts for the financial year ended March312016 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed and there are no material departures from the same;
(b) they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for the year ended on that date;
(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the Annual Accounts had been prepared on a going concern basis;
(e) they had initiated the Internal Financial Control process to be followed by theCompany and that such Internal Financial Control are required to be further integrated andstrengthened with the implementation of SAP in the next financial year however they arerequired to be continuously evaluated and strengthened for operating effectively; and
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
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 of Directors
| ||Basant Kabra ||Shiva Kabra |
|Place: Mumbai ||Managing Director ||Whole-time Director |
|Date : May 25 2016 ||DIN:00176807 ||DIN:00190173 |