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Captain Pipes Ltd.

BSE: 538817 Sector: Industrials
NSE: N.A. ISIN Code: INE513R01018
BSE 00:00 | 29 Sep 290.00 -6.00
(-2.03%)
OPEN

307.00

HIGH

307.00

LOW

290.00

NSE 05:30 | 01 Jan Captain Pipes Ltd
OPEN 307.00
PREVIOUS CLOSE 296.00
VOLUME 6000
52-Week high 307.00
52-Week low 34.05
P/E 349.40
Mkt Cap.(Rs cr) 121
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 307.00
CLOSE 296.00
VOLUME 6000
52-Week high 307.00
52-Week low 34.05
P/E 349.40
Mkt Cap.(Rs cr) 121
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Captain Pipes Ltd. (CAPTAINPIPES) - Director Report

Company director report

Dear Member

Your Directors have pleasure in presenting the 12th AnnualReport along with the audited statements of accounts of your Company for the financialyear ended 31st March 2021.

1. FINANCIAL RESULTS:

The audited financial statements of the Company as on March 31 2021are prepared in accordance with Regulation 33 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") andprovisions of the Companies Act 2013 ("Act").

The Financial highlight is depicted below:

(Rs. In Lakhs)

Particulars Year Ended on 31.03.2021 Year Ended on 31.03.2020
Revenue from operations 4046.03 4548.25
Other Income 28.66 25.96
Total Revenue 4074.69 4574.21
Operating and Administrative expenses 3803.21 4293.90
Operating Profit before finance costs Depreciation and Tax 271.48 280.31
Less: Depreciation and Amortization expenses 87.95 88.92
Profit before finance costs exceptional items tax and Deffeerd tax adjustable in/(recoverable from) future tariff 183.53 191.39
Less: Finance Costs 139.05 146.52
Less: Exceptional Item 0 0
Profit Before Tax (PBT) 44.48 44.87
Provision for Tax (Including Deffered Tax) 16.76 6.50
Profit after Tax 27.72 38.37
Other Comprehensive Income 0 0
Total Comprehensive Loss for the year 0 0
Profit available for appropriation 27.72 38.37

2. PERFORMANCE HIGHLIGHTS:

A. REVENUE

During the year under review company has total revenue of Rs. 4074.69lakhs as against the previous year turnover of Rs. 4574.21 lakhs which shows decrease of10.92% in comparison with the previous year. Profit before tax decrease by 0.87% ascompared to previous year. The net profit after tax of the company decreased by 27.76%with compared to previous year.

B. OPERATING AND ADMINISTRATIVE EXPENSES

The operating Expenses of Rs. 3803.21Lakhs during FY 2020-21 ascompared to previous financial year incurred of Rs. 4293.90 lakhs.

C. DEPRECIATION AND AMORTISATION EXPENSES

The depreciation Expenses of Rs. 87.95 Lakhs during FY 2020-21 ascompared to previous financial year incurred of Rs. 88.92 Lakhs.

D. FINANCE COST

The finance cost of Rs.139.05 Lakhs during FY 2020-21 as compared toprevious financial year incurred of Rs. 146.52 Lakhs. Decrease as compared to previousyear.

E. TOTAL PROFIT AFTER TAX FOR THE YEAR

Profit after tax for the year was Rs.27.72 Lakhs as compared to Profitafter tax ofRs.38.37 Lakhs in FY 2019- 20.Decrease as compared to previous year.

COVID-19 IMPACT

Products of our company fall under agriculture sector essential natureof the industry and consequently the demand for our products to have limited impact ofcovid-19. Further as per district collector's orders our plants resumed operations from19th April 2020.0ur business is closely linked to agriculture and because of the essentialnature of the products/services; demand and sales have seen limited impact post resumptionof production a tour plants. Our plant at Shapar (Gujarat) remained closed for 26 days.However the production activity has recovered post resuming operations. The supply chainwas disrupted in view of lockdown during March-May 2020 due to closure of our plants andour vendors. However the situation has improved materially in June 2020 with Central& states relaxing lockdown norms. There is no impact on internal financial controlsdue to the COVID-19 situation. There is no impact on internal financial controls due tothe COVID-19 situation. The company is well positioned to fulfil its obligations and alsodoes not foresee any significant impact on the business due to non-fulfilment of theobligations by any party

3. DIVIDENDS:

The Board of Directors of your company after considering holisticallythe relevant circumstances and keeping in view the Company's dividend distribution policyhas decided that it would be prudent not to recommend any Dividend for the year underreview.

4. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes which have occurred between the end offinancial year of the company and the date of this report.

5. FIXED DEPOSITS:

During the year under review your Company has not accepted any fixeddeposits within the meaning of Section 73 of the Companies Act 2013 read with rules madethere under.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. BOARD COMPOSITION

Mr. Gopal D. Khichadia (Managing Director)

Mr. Kantilal M. Gedia (Whole Time Director)

Mr. Chandrakant J. Gadhiya (Chief Financial Officer) and

Ms. Himaxi Bohra (company Secretary)

are the Whole-time Key Managerial Personnel of the Company.

B. DIRECTOR RETIRING BY ROTATION

Pursuant to the requirements of the Companies Act 2013 and Articles ofAssociation of the Company Mr. RAMESHBHAI DEVRAJBHAI KHICHADIA (DIN: 00087859) retiresby rotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. The Board recommends the re- appointment of Mr. RAMESHBHAI DEVRAJBHAIKHICHADIA for your approval. Brief details of the Director who is proposed to bere-appointed as required under Regulation 36 of the SEBI Listing Regulations areprovided in the Notice of Annual General Meeting.

C. INDEPENDENT DIRECTORS AND THEIR MEETING:

Your Company has received annual declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of Independenceprovided in Section 149(6) of the Companies Act 2013 and Regulations 16(l)(b) &25 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and there hasbeen no change in the circumstances which may affect their status as Independent Directorduring the year. Also your Company has received annual declarations from all theIndependent Directors of the Company confirming that they have already registered theirnames with the data bank maintained by the Indian Institute of Corporate Affairs["IICA"] as prescribed by the Ministry of Corporate Affairs under the relevantrules and that the online proficiency self-assessment test as prescribed under the saidrelevant rules is applicable to them and they will attempt the said test in due course oftime.

7. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) and subsection (5) of Section134 of the Companies Act 2013 the Board of Directors to the best of their knowledge andability state the followings:-

A. that in the preparation of the annual financial statement the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any;

B. that such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2021 and of the lossof the Company for the year ended on that date;

C. that 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. That the annual financial statement have been prepared on a going concern basis;

E. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

F. That proper system to ensure compliance with the provisions of all applicable lawsincluding the compliance of applicable Secretarial Standards were in place and wereadequate and operating effectively.

8. BOARD EVALUATION:

The Board carried out an annual performance evaluation of its ownperformance and that of its committees and individual directors as per the formalmechanism for such evaluation adopted by the Board. The performance evaluation of all theDirectors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman the Non-IndependentDirectors and the Board as a whole was carried out by the Independent Directors. Theexercise of performance evaluation was carried out through a structured evaluation processcovering various aspects of the Board functioning such as composition of the Board &committees experience& competencies performance of specific duties &obligationscontribution at the meetings and otherwise independent judgment governance issues etc.

9. INTERNAL FINANCIAL CONTROL (IFC) SYSTEM AND THEIR ADEQUACY:

The Company has implemented and evaluated the Internal FinancialControls which provide a reasonable assurance in respect of providing financial andoperational information complying with applicable statutes and policies safeguarding ofassets prevention and detection of frauds accuracy and completeness of accountingrecords. The Internal Audit Reports were reviewed periodically by Audit Committee as wellas by the Board. Further the Board annually reviews the effectiveness of the Company'sinternal control system. The Directors and Management confirm that the Internal FinancialControls (IFC) is adequate with respect to the operations of the Company. A report ofAuditors pursuant to Section 143(3) (i) of the Companies Act 2013 certifying the adequacyof Internal Financial Controls is annexed with the Auditors report.

10. RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions whichcould have had a potential conflict with the interests of the Company. Transactions withrelated parties are in the ordinary course of business on arm's length and areperiodically placed before the Audit Committee and Board for its approvals and theparticulars of contracts entered during the year in Form AOC-2 is enclosed as ANNEXURE- B.

The Board of Directors of the Company has on the recommendation of theAudit Committee adopted a policy to regulate transactions between the Company and itsRelated Parties in compliance with the applicable provisions of the Companies Act 2013the Rules there under and the Listing Agreement. This Policy was considered and approvedby the Board has been uploaded on the website of the Company.

11. AUDITORS& AUDITORS' REPORT:

A. AUDITORS DETAILS:

M/S SVK & ASSOCIATES Chartered Accountants Ahmadabad theStatutory Auditors of the Company have been appointed as Statutory Auditors of the Companyby the Members of the Company till the Conclusion of 12th Annual GeneralMeeting of the Company to be held for the financial year 2020-21.M/S SVK & ASSOCIATESChartered Accountants have confirmed that they are not disqualified from continuing asStatutory Auditors of the Company for financial year 2020-21.

M/S SVK & ASSOCIATES Chartered Accountants Ahmedabad theStatutory Auditors of the Company has been reappointed for 2nd term of five years in boardmeeting dated 07th JUNE 2021 subject to the approval of the members inupcoming AGM.

B. AUDITORS' REPORT

In the opinion of the directors the notes to the accounts in auditor'sreport are self-explanatory and adequately explained the matters which are dealt with bythe auditors.

C. COST AUDIT REPORT

Pursuant to Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 the Cost Audit Report is not mandatorilyapplicable to our Company for the financial year 2020-21 hence; no such audit has beencarried out during the year.

D. SECRETARIAL AUDIT REPORT

A qualified Practicing Company Secretary carries out secretarial auditand provides a report on the compliance of the applicable Acts Laws Rules RegulationsGuidelines Listing Agreement Standards etc. as stipulated by the provisions of Section204 of the Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. The Secretarial Audit Report forms part of this reportas ANNEXURE - A. The findings of the audit have been satisfactory.

12. CORPORATE GOVERNANCE:

Your Company has been complying with the principles of good CorporateGovernance over the years and is committed to the highest standards of compliance.Pursuant to the Listing Agreement read with Regulation 15(2) of the SEBI (LODR)Regulations 2015 the compliance with the corporate governance provisions as specified inregulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C D and E ofSchedule V shall not apply the Company. However as a good Corporate Governance Practicethe Company has generally complied with the Corporate Governance requirements and a reporton Corporate Governance is annexed as forms part of this Report. As required under SEBI(LODR) Regulations 2015 the Management Discussion and Analysis Report is annexed as partof this Report as ANNEXURE D.

13. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on the Management discussion and Analysis is providedas a separate section in the Annual Report AS ANNEXURE C

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Company has generally taken corporate social responsibilityinitiatives. However the present financial position of the company does not mandate theimplementation of corporate social responsibility activities pursuant to the provisions ofSection 135 and Schedule VII of the Companies Act 2013. The company will constitute CSRCommittee develop CSR policy and implement the CSR initiatives whenever it is applicableto the Company.

15. DISCLOSURES:

A. NUMBER OF BOARD MEETING

The Board of Directors met 7 (SEVEN) times during the year underreview. The details of Board meetings and the attendance of the Directors are provided inthe Corporate Governance Report which forms part of this Report.

B. COMMITTEES OF BOARD:

Details of various committees constituted by the Board of Directors asper the provisions of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and the Companies Act 2013 are given in the Corporate GovernanceReport and forms part of this report.

C. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in FormMGT-9 are uploaded on the website o the company at www.captainpipes.com .

D. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy and has established thenecessary vigil mechanism for employees and Directors to report concerns about unethicalbehaviour. No person has been denied access to the Chairman of the Audit Committee. TheVigil Mechanism Policy has been uploaded on the website of the Company.

E. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of loans guarantees or investments under Section 186 ofthe Companies Act 2013 are given in the notes to the Financial Statement.

F. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulatorsor Courts or Tribunals which would impact the going concern status and the Company'sfuture operations.

G. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

i. CONSERVATION OF ENERGY

As required by Rule 8 to Companies (Account Rules 2014)

- Company ensures that the trading is conducted in the manner whereby optimumutilization and maximum possible savings of energy is achieved.

- No specific investments have been made for reduction in energy consumption.

ii. TECHNOLOGY ABSORPTION

Company's products are manufactured by using in house/domestic know howand no outside Technology is being used for manufacturing activities. Therefore notechnology absorption is required. Further the company has not incurred any expensestowards Research & Development.

iii. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not imported any raw materials spare parts andcomponents during the financial year and company has earned Rs. 55065466.54/- as a earningin foreign exchange (Export of goods calculated on FOB basis) and there was no foreignexchange outgo during the under review.

H. PARTICULARS OF EMPLOYEES PERSONNEL

None of the employees is in receipt of remuneration in excess of thelimit laid down under Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. The information required pursuant to Section 197 of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 in respect of employees of the Company and Directors areannexed as ANNEXURE- F and forms part of this Report.

I. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at the work place (PreventionProhibition and Redressal) Act 2013. All employees (permanent contractual temporarytrainees) are covered under this policy. The Company has not received any complaint underthis policy during the year 2020-2021.

J. INSURANCE

All the properties and the insurable interest of the company includingbuilding plants and machinery and stocks wherever necessary and to the extent requiredhave been adequately insured.

K. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has implemented and evaluated the Internal FinancialControls which provide a reasonable assurance in respect of providing financial andoperational information complying with applicable statutes and policies safeguarding ofassets prevention and detection of frauds accuracy and completeness of accountingrecords. The Internal Audit Reports were reviewed periodically by Audit Committee as wellas by the Board. Further the Board annually reviews the effectiveness of the Company'sinternal control system. The Directors and Management confirm that the Internal FinancialControls (IFC) is adequate with respect to the operations of the Company. A report ofAuditors pursuant to Section 143(3) (i) of the Companies Act 2013 certifying the adequacyof Internal Financial Controls is annexed with the Auditors report.

L. LISTING AND DEMATERIALIZATION

The equity shares of the Company are listed on the SME Platform ofBombay Stock Exchange Ltd (BSE). All the shares of company are in dematerialize form.

M. CERTIFICATION OF STATUS OF DIRECTOR'S QUALIFICATIONS

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 CERTIFICATEOF NON-DISQUALIFICATION OF DIRECTORS annexed to this report as ANNEXURE G..

N. UNCLAIMED DIVIDEND

No unclaimed dividend is there in the accounts of the company becausecompany still not declared any dividend.

O. WTD/CFO CERTIFICATION

Certification of WTD/CFO Annexed as ANNEXURE E and forms part ofthis Report

16. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for assistance andco-operation received from various Ministries and Department of Government of India andother State Governments financial institutions banks shareholders of the Company etc.The management would also like to express great appreciation for the commitment andcontribution of its employees for their committed services. Your Directors wish to placeon record their sincere appreciation for the dedicated efforts and consistent contributionmade by the employees at all levels to ensure that the Company continues to grow andexcel.

Your Directors wish to take this opportunity to place on record theirgratitude and sincere appreciation for the timely and valuable assistance and supportreceived from Bankers Share Transfer Agents Auditor Customers Suppliers and RegulatoryAuthorities. The Board values and appreciates the valuable committed services of theemployees towards performance of your Company without which it would not have beenpossible to achieve all round progress and growth. Your Directors are thankful to theshareholders for their continued patronage.

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