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Captain Technocast Ltd.

BSE: 540652 Sector: Engineering
NSE: N.A. ISIN Code: INE931X01010
BSE 00:00 | 30 Sep 84.00 4.00
(5.00%)
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NSE 05:30 | 01 Jan Captain Technocast Ltd
OPEN 84.00
PREVIOUS CLOSE 80.00
VOLUME 6000
52-Week high 84.00
52-Week low 21.80
P/E 30.43
Mkt Cap.(Rs cr) 86
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 84.00
CLOSE 80.00
VOLUME 6000
52-Week high 84.00
52-Week low 21.80
P/E 30.43
Mkt Cap.(Rs cr) 86
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Captain Technocast Ltd. (CAPTAINTECHNO) - Director Report

Company director report

Dear Member

Your Directors have pleasure in presenting the 11th Annual Report along with theaudited statements of accounts of your Company for the financial year ended 31st March2021.

1. FINANCIAL RESULTS:

The audited financial statements of the Company as on March 31 2021 are prepared inaccordance with Regulation 33 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") and provisions of theCompanies Act 2013 ("Act").

The Financial highlight is depicted below:

(Rs. In Lakhs)

Particulars

CONSOLIDATED

STANDALONE

Year Ended on 31.03.2021 Year Ended on 31.03.2020 Year Ended On 31.03.2021 Year Ended on 31.03.2020
Revenue from operations 4259.95

NOT APPLICABLE. Subsidiary Company was Incorporated During F.Y. 2020-21

4259.95 3439.72
Other Income 107.28 107.28 92.92
Total Revenue 4367.23 4367.23 3532.64
Operating and Administrative expenses 3901.21 3901.21 3157.63
Operating Profit before finance costs Depreciation and Tax 466.02 466.02 375.01
Less: Depreciation and Amortization expenses 109.01 109.01 106.74
Profit before finance costs exceptional items tax and Deff tax adjustable in/(recoverable from) future tariff 357.01 357.01 268.27
Less: Finance Costs 40.03 40.03 38.58
Less: Exceptional Item 0 0 0
Profit Before Tax (PBT) 316.98 316.98 229.69
Provision for Tax (Including Deferred Tax) 84.55 84.55 54.77
Profit after Tax 232.42 232.42 174.92
Other Comprehensive Income 0 0 0
Total Comprehensive Income for the year 0 0 0
Profit available for appropriation 232.42 232.42 174.92

2. PERFORMANCE HIGHLIGHTS:

A. REVENUE

During the year under review company has total revenue of Rs. 4367.23 lakhs as againstthe previous year turnover of Rs. 3532.64 lakhs which shows increase of 23.62% incomparison with the previous year. Profit before tax increased by 38.00% as compared toprevious year. The net profit after tax of the company increased by 32.87% with comparedto previous year.

B. OPERATING AND ADMINISTRATIVE EXPENSES

The operating Expenses of Rs. 3901.21 Lakhs during FY 2020-21 as compared to previousfinancial year incurred of Rs. 3157.63 lakhs. As compared to previous year the operativeexpense increased due to overall increase in employee expense and other operative andadministrative expense.

C. DEPRECIATION AND AMORTISATION EXPENSE

The depreciation Expenses of Rs. 109.01 Lakhs during FY 2020-21 as compared toprevious financial year incurred of Rs. 106.74 lakhs.

D. FINANCE COST

The finance cost of Rs. 40.03 Lakhs during FY 2020-21 as compared to previousfinancial year incurred of Rs. 38.58 lakhs which shows Increase as compared to previousyear.

E. TOTAL PROFIT AFTER TAX FOR THE YEAR

Profit after tax for the year 2020-21 was Rs.232.42 Lakhs as compared to Profit aftertax of Rs.174.92 Lakhs in FY 2019-20.PATgets increased due to increase in turnover of thecompany as compared to previous year.

COVID-19 and it's impact

Your Directors have been periodically reviewing with the Management the impact ofCOVID-19 on the Company. During the 1st quarter of the year your Company had temporarilysuspended operations at its plants as per the directives of the Government keeping inmind the paramount need of safety of the employees. We are is also keeping a close watchon any other possible impacts of second wave of the pandemic.. The Board and theManagement will continue to closely monitor the situation as it evolves and do its best totake all necessary measures in the interests of all stakeholders of the Company. There isno impact on internal financial controls due to the COVID-19 situation. The company iswell positioned to fulfil its obligations and also does not foresee any significant impacton the business due to non-fulfilment of the obligations by any party.

3. DIVIDENDS:

The Board of Directors of your company after considering holistically the relevantcircumstances and keeping in view the Company's performance has recommended dividend ofRs 0.20/- per share of Rs.10/- each for F.Y. 202021 amounting to Rs. 2042010/- and thesaid dividend will if approved at the ensuing Annual General Meeting will be paid toeligible shareholders as per prevailing dividend payment rules.

4. MATERIAL CHANGES AND COMMITMENTS:

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

5. FIXED DEPOSITS

During the year under review your Company has not accepted any fixed deposits withinthe meaning of Section 73 of the Companies Act 2013 read with rules made there under.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. BOARD COMPOSITION

- Mr. Anilbhai V. Bhalu (Managing Director)

- Mr. Shailesh K. Bhut (Whole Time Director)

- Mr. Prashant B. Bhatti (Chief Financial Officer) and

- Ms. Urvi H. Kesariya (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 of Association ofthe Company MR. SHAILESH KARSHANBHAI BHUT (DIN: 03324485) retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment. TheBoard recommends the re-appointment of MR. SHAILESH KARSHANBHAI BHUT for your approval.Brief details of the Director who is proposed to be re-appointed as required underRegulation 36 of the SEBI Listing Regulations are provided in the Notice of AnnualGeneral Meeting.

C. INDEPENDENT DIRECTORS AND THEIR MEETING:

Your Company has received annual declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of Independence provided in Section149(6) of the Companies Act 2013 and Regulations 16(1)(b) &25 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and there has been no change inthe circumstances which may affect their status as Independent Director during the year.Also your Company has received annual declarations from all the Independent Directors ofthe Company confirming that they have already registered their names with the data bankmaintained by the Indian Institute of Corporate Affairs ["IICA"] as prescribedby the Ministry of Corporate Affairs under the relevant rules and that the onlineproficiency self-assessment test as prescribed under the said relevant rules is applicableto them and they will attempt the said test in due course of time.

7. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) and subsection (5) of Section 134 of theCompanies Act 2013 the Board of Directors to the best of their knowledge and abilitystate 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 own performance and thatof its committees and individual directors as per the formal mechanism for such evaluationadopted by the Board. The performance evaluation of all the Directors was carried out bythe Nomination and Remuneration Committee.

The performance evaluation of the Chairman the Non-Independent Directors and the Boardas a whole was carried out by the Independent Directors. The exercise of performanceevaluation was carried out through a structured evaluation process covering variousaspects of the Board functioning such as composition of the Board & committeesexperience& 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 Financial Controls which providea reasonable assurance in respect of providing financial and operational informationcomplying with applicable statutes and policies safeguarding of assets prevention anddetection of frauds accuracy and completeness of accounting records. The Internal AuditReports were reviewed periodically by Audit Committee as well as by the Board. Furtherthe Board annually reviews the effectiveness of the Company's internal control system. TheDirectors and Management confirm that the Internal Financial Controls (IFC) is adequatewith respect to the operations of the Company. A report of Auditors pursuant to Section143(3) (i) of the Companies Act 2013 certifying the adequacy of Internal FinancialControls is annexed as an with the Auditors report.

10. RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions which could have had apotential conflict with the interests of the Company. Transactions with related partiesare in the ordinary course of business on arm's length and are periodically placed beforethe Audit Committee and Board for its approvals and the particulars of contracts enteredduring the year in Form AOC-2 is enclosed as ANNEXURE - B.

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthere under and the Listing Agreement. This Policy was considered and approved by theBoard has been uploaded on the website of the Company.

11. AUDITORS & AUDITORS' REPORT:

A. AUDITORS DETAILS:

M/S SVK & ASSOCIATES Chartered Accountants Ahmadabad the Statutory Auditors ofthe Company have been appointed as Statutory Auditors of the Company by the Members of theCompany till the Conclusion of 13th Annual General Meeting of the Company to beheld for the financial year 2022-2023. They have confirmed that they are not disqualifiedfrom continuing as Statutory Auditors of the Company for financial year 2021-22.

B. AUDITORS' REPORT

In the opinion of the directors the notes to the accounts in auditor's report areself-explanatory and adequately explained the matters which are dealt with by theauditors.

C. COST AUDIT REPORT

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 the Cost Audit Report is not mandatorily applicable to ourCompany for the financial year 2020-21 hence; no such audit has been carried out duringthe year.

D. SECRETARIAL AUDIT REPORT

A qualified Practicing Company Secretary carries out secretarial audit and provides areport on the compliance of the applicable Acts Laws Rules Regulations GuidelinesListing Agreement Standards etc. as stipulated by the provisions of Section 204 of theCompanies Act 2013 read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. The Secretarial Audit Report forms part of this report as ANNEXURE-A. The findings of the audit have been satisfactory.

12. CORPORATE GOVERNANCE:

Your Company has been complying with the principles of good Corporate Governance overthe years and is committed to the highest standards of compliance. Pursuant to the ListingAgreement read with Regulation 15(2) of the SEBI (LODR) Regulations 2015 the compliancewith the corporate governance provisions as specified in regulations 17 to 27 and clauses(b) to (i) of Regulation 46 (2) and para C D and E of Schedule V shall not apply theCompany. However as a good Corporate Governance Practice the Company has generallycomplied with the Corporate Governance requirements and a report on Corporate Governanceis annexed as forms part of this Report. As required under SEBI (LODR) Regulations 2015the Management Discussion and Analysis Report is annexed as part of this Report asANNEXURE D.

13. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on the Management discussion and Analysis is provided as a separatesection in the Annual Report as ANNEXURE C.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Company has generally taken corporate social responsibility initiatives. However thepresent financial position of the company does not mandate the implementation of corporatesocial responsibility activities pursuant to the provisions of Section 135 and ScheduleVII of the Companies Act 2013. The company will constitute CSR Committee develop CSRpolicy and implement the CSR initiatives whenever it is applicable to the Company.

15. DISCLOSURES:

A. NUMBER OF BOARD MEETING

The Board of Directors met 12 (TWELVE) times during the year under review. The detailsof Board meetings and the attendance of the Directors are provided in the CorporateGovernance Report which forms part of this Report.

B. COMMITTEES OF BOARD:

Details of various committees constituted by the Board of Directors as per theprovisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and the Companies Act 2013 are given in the Corporate Governance Report and forms partof this report.

C. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-7 are uploadedon the website of company at www.captaintechnocast.com.

D. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy and has established the necessary vigilmechanism for employees and Directors to report concerns about unethical behaviour. Noperson has been denied access to the Chairman of the Audit Committee. The Vigil MechanismPolicy 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 of the Companies Act2013 are given in the notes to the Financial Statement.

F. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operations.

G. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

i. CONSERVATION OF ENERGY

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

Companyensuresthatthemanufacturingisconductedinthemannerwherebyoptimumutilizationandmaximumpossiblesavingsofenergy 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 how and no outsideTechnology is being used for manufacturing activities. Therefore no technology absorptionis required. Further the company has not incurred any expenses towards Research &Development.

iii. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not imported any raw materials spare parts and components during thefinancial year and company has earned Rs. 128144485/- as a earning in foreign exchange(Export of goods calculated on FOB basis) and there was no foreign exchange outgo duringthe under review.

H. PARTICULARS OF EMPLOYEES PERSONNEL

None of the employees is in receipt of remuneration in excess of the limit laid downunder Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. The information required pursuant to Section 197 of the Companies Act 2013read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company and Directors are annexed as ANNEXURE Fand forms part of this Report.

I. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the work place (Prevention Prohibition andRedressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. The Company has not received anycomplaint under this policy during the year 2020-2021.

J. INSURANCE

All the properties and the insurable interest of the company including building plantsand machinery and stocks wherever necessary and to the extent required have beenadequately insured.

K. LISTING AND DEMATERIALIZATION

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

L. CERTIFICATION OF STATUS OF DIRECTOR'S QUALIFICATIONS

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 CERTIFICATE OFNON-DISQUALIFICATION OF DIRECTORS annexed to this report as ANNEXURE G.

M. REGISTRATION OF INDEPENDENT DIRECTOR IN DATABANK

Pursuant to Rule 3 of the Companies (Creation and Maintenance of databank ofIndependent Directors) Rules 2019and Rule 6 of Companies (Appointment and Qualificationof Directors) Second Amendment Rules 2020 all two independent director of the companycomply with this rule and registration is of independent director in databank iscompleted.

N. UNCLAIMED DIVIDEND

In the interest of the shareholders the Company sends periodical reminders to theshareholders to claim their dividends in order to avoid transfer of dividends/shares toIEPF Authority.

O. WTD/CFO CERTIFICATION

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

P. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review company has established two subsidiary company viz.

CAPTAIN CASTECH LIMITED incorporated as on 25.02.2020 CAPTAIN METCAST PRIVATE LIMITEDincorporated as on 02.11.2020.

A statement providing details of performance and salient features of the financialstatements of Subsidiary / Associate / Joint Venture companies as per Section 129(3) ofthe Act is annexed to this report as ANNEXURE H.

The audited financial statement including the consolidated financial statement of theCompany and all other documents required to be attached thereto is available on theCompany's website and can be accessed athttps://captaintechnocast.com/annual-reports-and-agm-notice.html

The financial statements of the subsidiaries as required are available on theCompany's website and can be accessed athttps://captaintechnocast.com/annual-reports-and-agm-notice.html

16. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for assistance and co-operationreceived from various Ministries and Department of Government of India and other StateGovernments financial institutions banks shareholders of the Company etc. Themanagement 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 their gratitude andsincere appreciation for the timely and valuable assistance and support received fromBankers Share Transfer Agents Auditor Customers Suppliers and Regulatory Authorities.The Board values and appreciates the valuable committed services of the employees towardsperformance of your Company without which it would not have been possible to achieve allround progress and growth. Your Directors are thankful to the shareholders for theircontinued patronage.

REGISTERED OFFICE: FOR AND ON BEHALF OF THE BOARD
SURVEY NO-257 PLOT NO. 4
N. . NO. 8-B SHAPAR - VERAVAL
DIST. RAJKOT - 360024. SD/- SD/-
DATE :07.06.2021 MANAGINGDIRECTOR WHOLE TIMEDIRECTOR
PLACE : RAJKOT ANILBHAIV.BHALU SHAILESH K.BHUT

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