To THE MEMBERS
Your Directors present their Seventy Fourth Annual Report on the business andoperations of the Company together with the audited accounts for the year ended 31stMarch 2020.
1. FINANCIAL RESULTS:
| ||Year ended 31st March 2020 ||Year ended 31st March 2019 |
| ||(Rs. in Lacs) ||(Rs. in Lacs) |
|Profit before finance cost depreciation and tax ||1659.28 ||865.53 |
|Finance cost ||80.06 ||68.84 |
|Depreciation ||379.92 ||335.24 |
|Profit before tax ||1199.30 ||461.44 |
|Tax expense ||279.59 ||95.27 |
|Profit after tax ||919.71 ||366.17 |
|Other Comprehensive Income/(Expense) - Net of tax ||(13.41) ||(0.54) |
|Total Comprehensive Income - Net of Tax ||906.30 ||365.63 |
|Balance from last year ||4695.21 ||4329.58 |
|P&L Balance available for appropriation ||5601.51 ||4695.21 |
|Appropriations: (In F.Y. 2020-21 and 2019-20 as per Ind AS) || || |
|Proposed Dividend ||0.00 ||98.50 |
|Tax on Dividend ||0.00 ||20.25 |
|Transfer to General Reserve ||0.00 ||15.00 |
|Carried forward to Balance sheet ||5601.51 ||4561.46 |
|Total ||5601.51 ||4695.21 |
In order to conserve financial resources owing to ongoing COVID 19 pandemic the Boardhas not recommended any dividend for financial year 2019-20.
3. CHANGE IN HOLDING COMPANY:
The Holding Company of the Company has changed from Bilcare Research GmbH to BilcareMauritius Limited w.e.f. 7th November 2019 pursuant to acquisition of 6698325 (51%)equity shares of Rs. 10 each of the Company by Bilcare Mauritius Limited from BilcareResearch GmbH on November 07 2019 by way of inter-se transfer of shares within promotergroup.
a) The Company's turnover for the year amounted to Rs 289 crores as compared to Rs. 269crores in the previous year. The Company earned a profit before tax of Rs. 12.0 crores ascompared to Rs. 4.6 crores in the previous
b) COVID 19
The COVID-19 pandemic has brought economies businesses and lives around the world to astandstill and our country is no exception. Based on the directives and advisories issuedby central and state governments and other relevant authorities during the lock down ouroperations at Nasik factory was affected partially and Thane factory majorly.
Considering the unprecedented and ever evolving situation the Company has madeassessment of recoverability and carrying value of its assets comprising of tangibleassets inventories and other current assets as at the Balance Sheet date. On the basis ofcurrent assessment and estimates the management foresees risk of recoverability from someof its customers. Accordingly the Company has made appropriate provisions in the books ofaccounts arising from COVID-19 pandemic
However the impact assessment of COVID-19 is a continuous process given theuncertainties associated with its nature and duration. The Company will continue toclosely monitor any material changes to future economic conditions.
5. SHIFTING OF REGISTERED OFFICE AND CORPORATE OFFICE:
The Shareholders of the Company has approved the shifting of Registered Office of theCompany from the City of
Mumabai to City of Thane w.e.f. 1st April 2020 vide postal ballot on 24th February2020.
Owing to the nationwide lockdown beginning end of March 2020 due to COVID-19 pandemicthe shifting of Registered office of the Company could not be completed.
The Company will initiate shifting of the registered office address of the Company fromMumbai to Thane at an
appropriate time as an when the situation permits.
6. DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors confirm that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanations relating to material departures whereverapplicable.
(b) Appropriate accounting policies have been selected and applied consistently. Theaccounting estimates made are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company as on 31st March 2020 and of the Profit of theCompany for the year ended 31st March 2020.
(c) Proper and sufficient care have been taken for the maintenance of adequateaccounting records in accordance
with the provisions of the Companies Act 2013 for safeguarding the assets of theCompany 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 be followed and that suchfinancial controls are
adequate and effective; and
(f) The Company has devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and effective.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Resignation of Director and Chairman:
Mr. Mofatraj P. Munot resigned from the Board of Directors and as Chairman w.e.f.conclusion of 73rd AGM of the Company held on 20th September 2019. The Board expressed andtook on record its sincere appreciation
of the services rendered by Mr. Mofatraj P. Munot during his tenure as a Director andChairman of the Company.
Appointment of Chairperson of the Board:
Mrs. Ankita J. Kariya was appointed as Chairperson of the Board at the Board Meeting ofthe Company held on November 11 2019.
Re-appointment of Director liable to retire by rotation:
In terms of Section 152 of the Companies Act 2013 Mrs. Ankita J. Kariya Director isliable to retire by rotation at the ensuing Annual General Meeting and offer herself forre-appointment.
Other information pertaining to Mrs. Ankita J. Kariya is provided in CorporateGovernance Report annexed as Annexure IIA to this Report.
Appointment of Director:
In terms of Section 152 of the Companies Act 2013 Mr. Chandrashekhar J. Joglekar(DIN: 07265143) was appointed as an Director of the Company effective 20th September2019 in the category "Non-Executive and
Non-Independent" liable to retire by rotation.
Independent Director(s) Declaration:
The Independent Directors have submitted the declaration of Independence as requiredpursuant to Section 149(7) of the Companies Act 2013 and Listing Regulations statingthat they meet the criteria of independence as provided therein.
Retirement and Appointment of Chief Financial Officer and Company Secretary:
Mr. K.R. Viswanathan retired as CFO and Company Secretary of the Company w.e.f. 13thDecember 2019. The Board expressed and took on record its deep appreciation of theservices rendered by Mr. K.R. Viswanathan during his long and fruitful association withthe Company.
Mr. Pritam Paul was appointed as the CFO and Company Secretary of the Company w.e.f.14th December 2019.
8. EVALUATION OF THE BOARD'S PERFORMANCE:
Pursuant to the provisions of Section 134(3) Section 149(8) and Schedule IV of the Actread with Listing Regulations the performance evaluation of all the Directors and theBoard as a whole was conducted based on the criteria and framework adopted by the Board.Pursuant to Schedule IV of the Companies Act 2013 and the Rules made thereunder aseparate meeting of the Independent Directors was held on 7th February 2020 without theattendance of non-independent Directors and Company executives. The Independent Directorsdiscussed matters pertaining to the Company's affairs and functioning of the Board andpresented their views.
9. 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 2013 read with theCompanies (Accounts) Rules 2014 are given in Annexure I forming part of the Directors'Report.
10. CORPORATE GOVERNANCE:
In terms of Listing Regulations and Companies Act 2013 a report on the CorporateGovernance along with a certificate from the Auditors of the Company regarding complianceof the conditions of Corporate Governance and Management Discussion and Analysis Reportare given in Annexure II and III respectively to this report.
11. CORPORATE SOCIAL RESPONSIBILITY (CSR):
In line with Company's CSR policy the Company has continued helping in educating theunder-privilledged and economically challenged children. Keeping this in mind the Companyinitiated to upgrade facilities and enhance the quality of education / training ofidentified educational institutions. Accordingly the Company is involved with threeeducational institutions through direct participation in their upliftment as under:
(i) Municipal School in Nasik (co-education municipal school for economically backwardchildren);
(ii) Dharmveer Anand Dighe Jidd Special School at Thane (special school for physicallyhandicapped and mentally challenged children) and
(iii) Daang Seva Mandal Ashram School at Nasik (boarding and day-scholar school foradivasis and the under priviledged children).
The Annual Report on CSR activities is given in Annexure IV to this report.
12. 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 or operation were observed.
13. VIGIL MECHANISM:
Under the vigil mechanism of the Company by way of a whistle blower Policy protecteddisclosure can be made by a whistle blower to the Managing Director. The Whistle BlowerPolicy may be accessed on the Company's website at the link:
14. SEXUAL HARASSMENT MECHANISM:
The Company has adopted a policy on Prevention of Sexual Harassment at Workplace andformed a committee to
address the complaints in this regard in a time bound manner.
The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
During the financial year 2019-20 no complaints were received in this regard.
15. AUDITORS AND AUDITORS REPORT:
At the Sixty-ninth Annual General Meeting (AGM) held on 28th September 2015 M/S. S RB C & Co. LLP Chartered Accountants (Firm Reg. No 324982E) were appointed as theStatutory Auditors of the Company to hold office for five years from the conclusion ofthe Sixty-ninth AGM until the conclusion of Seventy-fourth AGM of the
Company to be held in the year 2020.
The amounts mentioned in the observations of the Statutory Auditors' in Annexure 1 totheir report dated
23rd June 2020 regarding related party transactions are adequately provided in thebooks of accounts.
APPOINTMENT/REAPPOINTMENT OF STATUTORY AUDITORS:
The details regarding appointment/reappointment of Statutory Auditors will form part ofNotice of the ensuing Seventy Fourth Annual General Meeting of the Company.
At the Seventy Third Annual General Meeting (AGM) held on 20th September 2019 M/S.Dhananjay V Joshi & Associates Cost Accountants (Firm Reg. No 000030) were appointedas Cost Auditors of the Company for conducting the audit of cost records of the Companyfor the financial year 2019-20.
The Board had appointed M/s DVD & Associates Practising Company Secretaries tocarry out Secretarial Audit under the provisions of Section 204 of the Companies Act 2013for the financial year 2019-20.
The Report of the Secretarial Auditor pursuant to Section 204(1) of the Companies Act2013 and the rules made thereunder is given in Annexure V to this report.
(a) AUDIT COMMITTEE:
The Audit Committee comprises of Mr. Siddharth S Shetye (Chairman) Mr. K.V. Mani andMr. Bhoumick S Vaidya as members. All the recommendations made by the Audit Committee wereaccepted 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 asAct) read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 statement showing the names and other particulars of theemployees drawing remuneration is excess of the limits set out in the said rules formspart of the Annual 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 Act the Report and Accountsare being sent to the members excluding the aforesaid information. Any member interestedin obtaining such particulars may inspect the same at the Registered Office of theCompany.
(c) EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the annual return are given in Annexure VIto this report.
(d) NUMBER OF BOARD MEETINGS:
The Board of Directors met 5 (five) times in the year 2019-20. The details of the boardmeetings and the
attendance of the Directors are provided in the Corporate Governance Report.
(e) RELATED PARTY TRANSACTIONS:
All the related party transactions entered by the Company during the financial yearwith related parties were in the ordinary course of business and on arm's length basis andare in compliance with the applicable provisions of the Act and the Listing Regulations.All the related party transactions are presented to the Audit Committee for theirrecommendations to the Board.
The Related Party Transaction Policy is available on the Company's website at the link:http://www.caprihansindia.com/corporatepolicy
The disclosure relating to the transaction with related parties are mentioned in NoteNo. 33 to the 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 6 to the notes on financialstatements.
17. 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 their continuedco-operation and assistance extended by them.
| ||On behalf of the Board of Directors |
| ||ROBIN BANERJEE |
| ||Managing Director |
| ||Place: Mumbai |
| ||SIDDHARTH S. SHETYE |
|Dated : 23rd June 2020 ||Director |
| ||Place: Pune |