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Caprihans India Ltd.

BSE: 509486 Sector: Industrials
NSE: CAPRIHANS ISIN Code: INE479A01018
BSE 00:00 | 10 Aug 131.65 -5.45
(-3.98%)
OPEN

141.85

HIGH

141.85

LOW

130.00

NSE 05:30 | 01 Jan Caprihans India Ltd
OPEN 141.85
PREVIOUS CLOSE 137.10
VOLUME 3989
52-Week high 174.00
52-Week low 101.05
P/E 12.98
Mkt Cap.(Rs cr) 173
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 141.85
CLOSE 137.10
VOLUME 3989
52-Week high 174.00
52-Week low 101.05
P/E 12.98
Mkt Cap.(Rs cr) 173
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Caprihans India Ltd. (CAPRIHANS) - Director Report

Company director report

To THE MEMBERS

Your Directors present their 76th (Seventy Sixth) Annual Report on thebusiness and operations of the Company together with the audited accounts for thefinancial year ended 31st March 2022.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars Financial Year 2021-22 Financial Year 2020-21
Revenue from Operation 39289 29656
Other Income 438 780
Total Income 39727 30436
Total Expenses 37462 27840
Profit before finance cost depreciation and tax 2681 3048
Finance cost 99 90
Depreciation 318 362
Profit before tax 2264 2596
Tax expense 585 574
Profit after tax 1679 2022
Other Comprehensive Income/(Expense)-Net of tax 10 20
Total Comprehensive Income - Net of Tax 1689 2042
Opening Balance of retained earnings 7510 5468
P&L Balance available for appropriation 9199 7510
Appropriations: (In F.Y. 2022-23 and 2021-22 as per Ind AS)
Dividend
Transfer to General Reserve
Carried forward to Balance sheet
Closing Balance of retained earnings 9199 7510
9199 7510

2. DIVIDEND:

In view of the ongoing recessionary trend it has been decided toconserve financial resources. The Board has therefore not recommended any dividend forfinancial year 2021-22.

3. PERFORMANCE:

a) Financials

The Company?s turnover for the year stood to Rs. 393 crores ascompared to Rs. 297 crores in the previous year. The Company earned a profit before tax ofRs. 23 crores as compared to Rs. 26 crores in the previous year.

b) COVTD-19

Due to the ongoing pandemics many customers continued to havefinancial stress. Recovery of some our sales proceeds in Mar?22 therefore lookedsomewhat doubtful. Accordingly management made their estimates on the debtor?srecoverability and made appropriate provisions based on their assessments of thesituation.

However the impact assessment of COVID-19 is a continuous processgiven the uncertainties associated with its nature and duration. The Company will continueto closely monitor any material changes to future economic conditions.

4. DIRECTORS? RESPONSIBILITY STATEMENT:

The Directors confirm that:

(a) In the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanations relating tomaterial departures wherever applicable;

(b) Appropriate accounting policies have been selected and appliedconsistently. The accounting estimates made are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as on March 31 2022 and of theProfit of the Company for the year ended March 31 2022.

(c) Proper and sufficient care have been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud.

(d) The annual accounts have been prepared on a going concern basis.

(e) The Company has laid down internal financial controls to befollowed and that such financial controls are adequate and effective; and

(f) The Company has devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and effective.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Resignation of Director

Ms. Anjali Seth Independent Director of Company resigned from theBoard of Directors w.e.f. March 29 2022. The Board expressed and took on record itssincere appreciation for the services rendered by her during her tenure as an IndependentDirector of the Company.

Re-appointment of a Director liable to retire by rotation:

In terms of Section 152 of the Companies Act 2013 Mr. ChandrashekharJoglekar Director is liable to retire by rotation at the ensuing Annual General Meetingand offer herself for re-appointment.

Re-appointment of the Managing Director:

The Board of Directors at its meeting held on April 27 2022 based onrecommendation of the Nomination and Remuneration Committee has re-appointed Mr. RobinBanerjee as Managing Director of the Company for a period of one (1) year starting fromApril 29 2022 till April 28 2023 subject to approval of the Shareholders at the ensuingAnnual General Meeting of the Company.

Appointment as an Additional Director:

Mr Tanuj kumar Lodha was appointed as Non-Executive IndependentDirector (Additional Director) of the Company w.e.f. May 03 2022 subject to approval ofthe Shareholders at the ensuing Annual General Meeting of the Company. Mr. Tanuj KumarLodha further fulfills all the terms and conditions of rules 6 of Companies (Appointmentand Qualification of Directors) Rules 2014.

Independent Director(s) Declaration:

The Independent Directors have submitted their "Declaration ofIndependence" as required pursuant to Section 149(7) of the Companies Act 2013 andListing Regulations stating that they meet the criteria of independence as providedtherein.

6. EVALUATION OF THE BOARD?S PERFORMANCE:

Pursuant to the provisions of Section 134(3) Section 149(8) andSchedule IV of the Act read with Listing Regulations the performance evaluation of allthe Directors and the Board as a whole was conducted based on the criteria and frameworkadopted by the Board. Pursuant to Schedule IV of the Companies Act 2013 and the Rulesmade thereunder a separate meeting of the Independent Directors was held on February 102022 without the attendence of Non-Independent Directors and Company executives. TheIndependent Directors discussed matters pertaining to the Company?s affairs andfunctioning of the Board and presented their views.

7. CONSERVATION OF ENERGY:

Details relating to the Conservation of Energy and Technologyabsorption and foreign exchange earnings and outgoings as required under Section 134 ofthe Companies Act 2013 read with the Companies (Accounts) Rules 2014 are given inAnnexure I forming part of the Directors? Report.

8. CORPORATE GOVERNANCE:

In terms of Listing Regulations and Companies Act 2013 a report onthe Corporate Governance along with a certificate from the Auditors of the Companyregarding compliance of the conditions of Corporate Governance and Management Discussionand Analysis Report are given in Annexure II and III respectively to this report.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In line with company?s CSR policy the company has continuedhelping in educating the under-privileged and economically challenged children. Keepingthis in mind the company initiated to upgrade facilities and enhance the quality ofeducation / training of identified educational institutions. Accordingly the company isinvolved with three educational institutions through direct participation in theirupliftment as under:

(i) Municipal School in Nasik (co-education municipal school foreconomically backward children);

(ii) Dharmveer Anand Dighe Jidd Special School at Thane (special schoolfor physically handicapped and mentally challenged children) and

(iii) Daang Seva Mandal Ashram School at Nasik (boarding andday-scholar school for Adivasis and the under privileged children).

The Annual Report on CSR activities is given in Annexure IV to thisreport.

10. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls withreference to financial statements. During the year no reportable material weakness in thedesign or operation were observed.

11. VIGIL MECHANISM:

Under the vigil mechanism of the Company by way of a whistle blowerPolicy protected disclosure can be made by a whistle blower to the Managing Director. TheWhistle Blower Policy may be accessed on the Company?s website at the link:http://www.caprihansindia.com/corporatepolicy

12. SEXUAL HARASSMENT MECHANISM:

The Company has adopted a policy on Prevention of Sexual Harassment atWorkplace and formed a committee to address the complaints in this regard.

The Company has complied with provisions relating to the constitutionof Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

During the financial year 2021-22 no complaints were received in thisregard.

13. AUDITORS AND AUDITORS REPORT:

STATUTORY AUDITOR:

At the Seventy-fourth Annual General Meeting (AGM) held on September30 2020 M/s. Batliboi & Purohit Chartered Accountants (Firm Reg. No. 101048W) wereappointed as the Statutory Auditors of the Company to hold office for five years from theconclusion of the Seventy-fourth AGM until the conclusion of Seventy-ninth AGM of theCompany to be held in the year 2025

COST AUDITOR:

At the Seventy Fourth Annual General Meeting (AGM) held on September28 2021 M/S. Dhananjay V Joshi & Associates Cost Accountants (Firm Reg. No.000030) were appointed as Cost Auditors of the Company for conducting the audit of costrecords of the Company for the financial year 2021-22.

SECRETARIAL AUDITOR:

The Board had appointed M/s DVD & Associates Practising CompanySecretaries to carry out Secretarial Audit under the provisions of Section 204 of theCompanies Act 2013 for the financial year 2021-22.

The Report of the Secretarial Auditor pursuant to Section 204(1) of theCompanies Act 2013 and the rules made thereunder is given in Annexure V to this report.

14. DISCLOSURES:

(a) AUDIT COMMITTEE:

The Audit Committee comprises of Mr. Siddharth S Shetye (Chairman) Mr.Bhoumick S Vaidya and Mr. Narendra S. Lodha as members. All the recommendations made bythe 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(herein referred as Act) read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 statement showing the names and otherparticulars of the employees drawing remuneration is excess of the limits set out in thesaid rules forms part of the Annual Report.

Disclosure pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 also forms part of the Annual Report.

However as per the provisions of Section 136(1) of Act the Report andAccounts are being sent to the Members excluding the aforesaid information. Any memberinterested in obtaining such particulars may inspect the same at the Registered Office ofthe Company.

(c) EXTRACT OF ANNUAL RETURN:

Draft Annual Return in form MGT 7 has been uploaded on the website ofthe Company i.e. www.caprihansindia.com

(d) NUMBER OF BOARD MEETINGS:

The Board of Directors met 5 (five) times in the year 2021-22. 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 by the Company during thefinancial year with related parties were in the ordinary course of business and onarm?s length basis and are in compliance with the applicable provisions of the Actand the Listing Regulations. All the related party transactions were presented to theAudit Committee for their recommendations to the Board.

The related party transaction policy is available on the Company?swebsite at the link: http://www.caprihansindia. com/corporatepolicy

The disclosure relating to the transaction with related parties arementioned in Note No. 33 to the notes on financial statement.

(f) PARTICULARS OF LOAN GIVEN INVESTMENT MADE GUARANTEES GIVEN ANDSECURITIES PROVIDED:

Particulars of loan given are provided in the Note No 6 to the notes onfinancial statements.

15. INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year.

16. ACKNOWLEDGEMENT:

The Board wishes to place on record its appreciation of the servicesrendered by the employees of the Company. The Board also wishes to thank the Bankers fortheir continued co-operation and assistance extended by them.

On behalf of the Board of Directors

ROBIN BANERJEE

Managing Director

Place: Mumbai

SIDDHARTH S. SHETYE

Director

Place: Pune

Dated : 12th May 2022

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