To the Members
Your Directors are pleased to present 31st Annual Report of the Companyalong with Audited Accounts for the Financial Year ended March 31 2022.
The audited financial statements of the Company as on March 31 2022 are prepared inaccordance with the relevant applicable IND AS and Regulation 33 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") and provisions of the Companies Act 2013 ("Act").
The summarized financial highlight is depicted below:
| ||Current Year ||Previous Year |
|Particulars || || |
| ||2021-22 ||2020-21 |
|Revenue from Operations ||25426.25 ||20368.89 |
|Other Income ||225.77 ||51.78 |
|Total Income ||25652.02 ||20420.67 |
|Net Profit before Exceptional Items and Tax ||4686.05 ||3708.57 |
|Exceptional Items ||(316.61) ||178.64 |
|Profit Before Tax ||5002.66 ||3529.93 |
|Tax Expenses ||878.72 ||590.65 |
|Profit After Tax ||4123.94 ||2939.28 |
|Other comprehensive income (Net of Tax) ||(249.91) ||843.18 |
|Total Comprehensive Income for the year ||3874.03 ||3782.46 |
REVIEWOFOPERATIONS AND STATEOF AFFAIRS
The total income of the Company for the year ended March 31 2022 is Rs. 25652.02Lakhs which is higher by about 25.62% over that for the previous year which was Rs.20420.67 Lakhs. The total comprehensive income for the year stood at Rs. 3874.03 Lakhsin the current year against Rs. 3782.46 Lakhs in the previous year.
Your Company is India's one of the leading player in manufacturer of Coding and MarkingMachines and Consumables thereof.
In order to serve the Nation the Company facilitated to carry out the activity ofmanufacturing of Face Mask along with the present business activity of Coding and Marking.
In view of the current economic situation and political uncertainty at Sri Lanka theBoard of Directors of the Company have decided to wind-up the Sri Lanka branch operationsubject to necessary regulatory approvals.
No material changes and commitments have occurred after the close of the year till dateof this report which affects the financial position of the Company.
In view of sudden widespread of Second wave and Third wave of Covid 19 during theperiod under review almost throughout the country and its potential adverse impact on theeconomic activities the Company has considered possible effect of COVID-19 in preparationof Financials including the recoverability of carrying amounts of financial assets. Basedon the assessment of current indicators of future economic conditions the Managementexpects to recover the carrying amount of its assets and does not foresee any risk toservice financial obligations. The impact of any future events and developments emergingout of Pandemic occurring after the approval of the above financial results will berecognized prospectively.
DIVIDEND AND RESERVES
During the year the Board of Directors of the Company at its meeting held on January27 2022 declared an interim dividend of Rs. 4.00/- per equity share i.e. @ 40 % of facevalue of Rs. 10/- for the financial year 2021-22 absorbing a sum of Rs. 653.27 Lakhs. Thesame was paid to the shareholders on February 18 2022.
In line with the consistent performance of the Company during the year your Directorsare pleased to recommend for approval of members a final dividend of Rs. 5.00/- perequity share i.e @ 50% of face value of Rs. 10/- each for the year ended March 31 2022.
The dividend will be paid in compliance with the applicable Rules and Regulations. Thetotal dividend including the proposed Final dividend amounted to Rs. 9.00/- per equityshare and will absorb Rs. 1469.85 Lakhs.
During the year under review no amount from profit was transferred to General Reserve.
DIVIDEND DISTRIBUTION POLICY
In terms of provisions of Regulation 43A of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 ("Listing Regulations") your Companyhas formulated a Dividend Distribution Policy. The policy is accessible from yourCompany's website at https://controlprint.com/ investors/corporate-governance-new/
During the year the Company has acquired 80% Equity Share of Innovative Codes (I)Private Limited on August 25 2021 for aggregate consideration of Rs. 16000000/-.Innovative Codes (I) Private Limited is into the business of dealing in ink-jet printingmachines components sub-assemblies spare parts after sales service and consumablethereof.
As on March 31 2022 the Company has one wholly-owned subsidiary company namely"Liberty Chemicals Private Limited" & another Subsidiary Company namely"Innovative Codes (I) Private Limited".
As per the provisions of Section 129(3) of the Companies Act 2013 ("Act") astatement containing salient features of the financial statements of the Company'ssubsidiary in Form AOC-1 is annexed as "Annexure A" and forms an integralpart of this Report. Pursuant to the provisions of Section 136 of the Act the financialstatements along with the relevant documents and separate audited financial statements inrespect of subsidiary is available on the website of the Company.
The financial statements of the subsidiary company and related information areavailable for inspection by the members in electronic mode during business hours on alldays except Saturdays Sundays and Public Holidays upto the date of the AGM as requiredunder Section 136 of the Companies Act 2013.
Any member desirous of obtaining a copy of the said financial statements may write tothe Company Secretary at the Registered Office of your Company. The financial statementsincluding the consolidated financial statements financial statements of subsidiary andall other documents required to be attached to this report have been uploaded on thewebsite of your Company under the weblink: https://www.controlprint.com/investors/
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE 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 energy technologyabsorption foreign exchange earnings and outgo are given in "Annexure B"and forms an integral part of this Report.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS
A Separate report on Corporate Governance Report and Management Discussion and Analysisas required by Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ["Listing Regulations"] forms part of thisAnnual Report along with the required Certificate from the Statutory Auditors of theCompany confirming the compliance of requirements of Corporate Governance as stipulated inthe Listing Regulations.
Your Company has not accepted any deposits from the public within the meaning ofChapter V of the Act and as such no amount of principal or interest was outstanding as onthe balance sheet date.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has an adequate Internal Financial Control System commensurate with thesize scale and complexity of its operations to ensure proper recording of financial andoperational information and compliance of various internal control and other regulatoryand statutory compliances. Internal Audit Control System ensures that the regular internalaudits are conducted at both the factories and other functional areas. The findings arethen taken up by Audit Committee along with management response for suitable action.
The Audit Committee monitors the Internal Audit System on regular intervals and directsnecessary steps to further improve the Internal Control system.
The Annual Return of the Company as on March 31 2022 is available on the Company'swebsite and can be accessed at https://controlprint.com/annual-general-meeting/
BUSINESS RESPONSIBILITY REPORT
As stipulated under the Listing Regulations the Business Responsibility Report (BRR)describing the initiatives taken by the Company from an environmental social andgovernance perspective is annexed as "Annexure - C" and forms an integralpart of this Report and is also uploaded Company's website and can be accessed athttps://www. controlprint.com/investors/annual-report/
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.
RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered by the Company during the financialyear with related party were on arm's length basis and were in the ordinary course of thebusiness. There are no materially significant related party transactions made by theCompany with Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with interest of the Company at large. Accordingly the disclosureof Related Party Transactions as required under Section 134(3) (h) of the Companies Act2013 in Form AOC-2 is not applicable.
Your Directors draw attention of the members to Notes to accounts of the financialstatement which 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 and policy on thesame as approved by the Board is uploaded on the Company's weblink viz. https://controlprint.com/investors/corporate-governance-new/
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors to the best of the knowledge and belief and according to theinformation explanations and representations obtained by them and after due enquiry makethe following statements in terms of Section 134(3) (c) and 134(5) of the Act that:
a) in the preparation of the annual accounts for the year ended March 31 2022 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2022 and of the profit ofthe Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Basant Kabra (DIN: 00176807) Chairman & Managing Director of the Company isreappointed with effect from January 1 2022 for a further period of Three (3) years inthe 30th Annual General Meeting held on July 19 2021.
Mr. Shiva Kabra (DIN: 00190173) Joint Managing Director of the Company is reappointedwith effect from April 1 2022 for a further period of Three (3) years in the 30th AnnualGeneral Meeting held on July 19 2021.
Ms. Reena Shah Company Secretary and Compliance Officer had resigned from the post ofCompany Secretary & Compliance Officer of the Company with effect from July 312021.On the recommendation of Nomination and Remuneration Committee the Board ofDirectors at its meeting held on October 22 2021 have appointed Mr. Akshay Satasiya asCompany Secretary & Compliance Officer with effect from October 22 2021.
RETIRING BY ROTATION:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Ms. Ritu Joshi Director (DIN : 02600483) retires byrotation at the forthcoming Annual General Meeting and being eligible offers herself forreappointment.
The Board recommends her re-appointment for the consideration of the Members of theCompany at the ensuing Annual General Meeting.
As on the date of this report Mr. Basant Kabra Chairman & Managing Director Mr.Shiva Kabra Joint Managing Director Mr. Rahul Khettry Chief Financial Officer and Mr.Akshay Satasiya Company Secretary & Compliance Officer of the Company are the KeyManagerial Personnel of the Company in accordance with the provisions of Section 2(51)read with Section 203 of the Act.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS & ADHERENCE TO THE COMPANY'SCODE OF CONDUCT FOR INDEPENDENT DIRECTORS
All the Independent Directors of the Company have submittedtheirdisclosuretotheeffectthattheyfulfillalltherequirements/ criteria of independence asper Section 149(6) of the Act and they have registered their names in the IndependentDirectors' Databank. Further all the Independent Directors have affirmed that they haveadhered and complied with the Company's Code of Conduct for Independent Directors which isframed in accordance with Schedule IV of the Act. As per the provisions of the CompaniesAct 2013 the Independent Directors not liable to retire by rotation. The IndependentDirectors of your Company have given the certificate of independence to your Companystating that they meet the criteria of independence as mentioned under Section 149(6) ofthe Companies Act 2013 and the Listing Regulations.
BOARD MEETING HELD DURING THE YEAR
During the year five (5) meetings of the Board of Directors were held the details ofwhich are given in the Corporate Governance Report that forms part of this Report. Theintervening gap between any two meetings of the Board was not more than One Hundred andTwenty (120) days as stipulated under the Act and Listing Regulations.
COMMITTEE OF THE BOARD
The Board of Directors have the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
The details of the Committees along with their composition their role number ofmeetings and attendance at the meetings are provided in the Corporate Governance Report.
PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements)
Regulations 2015 the Board has carried out an annual evaluation of its ownperformance the individual Directors (including the Chairman) as well as an evaluation ofthe Board's Committees. The Nomination and Remuneration Committee (NRC) of the Companyapproved a checklist for evaluation of the performance of the Board the Committees of theBoard and the Individual Directors including the Chairman of the Board.
The Board adopted the checklist for performance evaluation as approved by NRC. Theperformance of the Board and Committee's was evaluated on the basis of the criteriaapproved. The Board and the NRC reviewed the performance of the individual Directors. Inaddition the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated. The same was discussed in the Board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committee's and theindividual Directors was discussed.
The Board of Directors expressed their satisfaction with the evaluation process.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The remuneration policy of the Company is directed towards rewarding performance basedon review of achievements on a periodic basis. The Board of Directors has approvedNomination and Remuneration policy and available at the Company's website under the weblink: https://www. contro lprint.com/wp-content/uploads/Nomination_and_Remuneration-Policy.pdf
The term and reference of Nomination and Remuneration Committee details of Nominationand Remuneration policy and Committee Meetings are provided in the Corporate GovernanceReport.
The Company has formulated a Familiarization Programme for Independent Directors withan aim to familiarize the Independent Directors with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. to provide them with better understanding of thebusiness and operations of the Company and so as to enable them to contributesignificantly to the Company.
The details of programme for familiarization of Independent Directors with the Companyare disclosed on the website of the Company under the web link https://www.controlprint.com/wp-content/uploads/Familarisation-Programme-for-Independent-Directors.pdf
AUDITORS AND AUDIT REPORT
(a) STATUTORY AUDITORS
M/s Jhawar Mantri & Associates Chartered Accountants (Firm Registration No.113221W) Mumbai were appointed as Statutory Auditors of the Company for a period of 5(Five) consecutive years at the 26th Annual General Meeting (AGM) held in theyear 2017 to hold office from the conclusion of 26th AGM until the conclusionof 31st AGM to be held in the year 2022.
The Board on the recommendation of the Audit Committee proposed to re-appoint M/sJhawar Mantri & Associates Chartered Accountants (Firm Registration No. 113221W)Mumbai for the second term of 5 (Five) years from the conclusion of 31st AGMtill conclusion of the 36th AGM of the Company to be held in the year 2027.
Statutory Auditors have given their confirmation that their appointment as StatutoryAuditors of the Company if made shall be in compliance with the provisions of Sections139 and 141 of the Act and related rules thereto.
There are no qualifications adverse remarks reservations or disclaimer made by M/sJhawar Mantri & Associates Statutory Auditors in their report for the financial yearended March 31 2022. The notes to the Accounts referred to in the Auditor's Report areself-explanatory and therefore do not call for any further explanation and comments.
(b) COST AUDITORS
As per the requirement of Central Government and pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014 yourCompany is required to carry out cost audit for Financial Year 2022-23. The Board ofDirectors on recommendation of Audit Committee has appointed Mr. Paresh Jaysih Sampat(Membership No. 33451) Cost Accountants (Firm Registration No. 102421) as Cost Auditorsof the Company for the Financial Year 2022-23.
In terms of the provisions of Section 148(3) of the Companies Act 2013 read with theRule 14(a)(ii) of the Companies (Audit and Auditors) Rules 2014 theremunerationoftheCostAuditorshastoberatifiedbythe members. Accordingly necessaryresolution is proposed at the ensuing AGM for ratification of the remuneration payable tothe Cost Auditors for the Financial Year 2022-23.
(c) SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial
Personnel) Rules 2014 M/s Nilesh Shah & Associates Company Secretaries inPractice were appointed as the Secretarial Auditors of the Company to carry out theSecretarial Audit for the year ending March 31 2022. The Secretarial Auditor's Report isannexed as "Annexure D" to this Report.
There are no qualifications adverse remarks reservations or disclaimer made by M/sNilesh Shah & Associates Secretarial Auditors in their report for the financial yearended March 31 2022. The Observations referred to in the Secretarial Auditor's Report areself-explanatory and therefore do not call for any further explanation and comments.
(d) REPORTING OF FRAUDS BY AUDITORS
During the year under review the Auditors have not reported any instances of fraudscommitted in the Company by its Officers or Employees to the Audit Committee under Section143(12) of the Companies Act 2013.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 your Company as part ofits CSR initiatives has undertaken projects/programs in accordance with the CSR Policy.The details of the CSR activities are given as "Annexure-E" forming partof this Report.
VIGIL MECHANISM/WHISTLE BLOWER
The Company has formulated and established a Vigil Mechanism named Whistle BlowerPolicy to deal with instances of fraud and mismanagement and to enable Directors andEmployees to report genuine concerns about unethical behavior actual or suspected fraudor violation of Code of Conduct and to report incidents of leak or suspected leak ofunpublished price sensitive information. The employees and other stakeholders have directaccess to the Chairperson of the Audit Committee for lodging concerns if any for review.
The Whistle Blower Policy is available on the website of your Companyhttps://www.controlprint.com/wp-content/uploads/Vigil-Mechanism-or-Whistle-Blower-Policy.pdf
Your Company affirms that no director/ employee has been denied access to theChairperson of the Audit Committee and that no complaints were received during the year.
Risk Management within the organization involves reviewing the operations of theorganization identifying potential threats to the organization and the likelihood oftheir occurrence and then taking appropriate actions to address the most likely threats.
The Company is re-visiting its approach towards risk and shall periodically review andmitigate them through proper policies in place to manage all types of risk majorlyfinancial risk business risk inventory pricing risk regulatory risk and HR risk throughreview audit and reporting mechanism.
Further The Board of Directors of the Company during the year has formed a RiskManagement Committee to frame implement and monitor the risk management plan for theCompany. The Committee is responsible for monitoring and reviewing the risk managementplan and ensuring its effectiveness. The Audit Committee has additional oversight in thearea of financial risks and controls. The major risks identified by the businesses andfunctions are systematically addressed through mitigating actions on a continuing basis.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 (SS-1) AND SECRETARIALSTANDARD - 2 (SS-2)
The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards issued by the Institute of Company Secretaries ofIndia and that such systems are adequate and operating effectively. The Company hascomplied with SS-1 and SS-2.
During the year under review CRISIL has reaffirmed the credit rating of CRISIL A-/Stable and CRISIL A2+ for long term and short term debt instrument/ facilitiesrespectively of the Company.
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
Date: May 19 2022 Place: Mumbai the year there were no complaints received relatingto the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.
PARTICULARS OF EMPLOYEES
The requisite disclosures in terms of the provisions of Section 197 of the Act readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 along with statement showing names and other particulars of employees drawingremuneration in excess of the limits prescribed under the said Rules is annexure to thisReport as "Annexure F".
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.
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
Basant Kabra Shiva Kabra
Managing Director Joint Managing Director (DIN: 00176807) (DIN : 00190173)