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Caplin Point Laboratories Directors Report, Caplin Labs Reports by Directors
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Caplin Point Laboratories

BSE: 524742|NSE: CAPLIPOINT|ISIN: INE475E01026|SECTOR: Pharmaceuticals
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Directors Report Year End : Mar '16    « Jun 15
The Directors present their 25th Annual Report on the business and
 operations of the Company and the accounts for Nine Months/ Financial
 Year ended March 31, 2016.
 
 FINANCIAL HIGHLIGHTS
 
                                                 Rs. In Lakhs except EPS
 
 PARTICULARS      STANDALONE FOR THE PERIOD         CONSOLIDATED FOR THE
                        ENDED                               PERIOD ENDED
 
                  Nine Months Twelve months    Nine Months Twelve Months
               March, 31 2016 June, 30 2015 March, 31 2016 June, 30 2015
 
 Sales (net 
 of excise 
 duty) and 
 other Income       23,476.54     24,297.20      24,238.13     25,479.92
 
 Profit 
 before 
 Finance 
 Costs, Tax, 
 Depreciation        6,578.70      5,930.49       6,764.00      6,199.84
 & Amortisation 
 Expenses
 
 Less: Finance 
 Costs                  10.82         22.79          11.02         23.04
 
 Depreciation 
 & 
 Amortisation 
 Expense               729.91        827.92         747.78        837.93
 
 Profit Before 
 Tax                 5,837.97       5079.78        6005.20      5,338.87
 
 Less: Tax 
 Expenses            1,305.41        986.22        1428.28      1,226.22
 
 Profit after 
 Tax                 4,532.56      4,093.56       4,576.92      4,112.65
 
 Less : Minority 
 Interest                   -             -           0.43          8.96
 
 Add: Surplus 
 at the 
 beginning of 
 the year            6,281.81       3555.81        6237.80      3,501.64
 
 Profit available 
 for Appropriation  10,814.37      7,649.37       10814.29      7,605.33
 
 Less: Transfer 
 to General 
 Reserves                   -        409.39              -        409.36
 
 Interim Dividend      377.75             -         377.75             -
 
 Final Dividend 
 proposed              528.85        755.50         528.85        755.50
 
 Dividend Tax 
 - Current Year        184.56        153.80         184.56        153.80
 
 Adjustment on 
 account of 
 Depreciation, Net          -         48.87              -         48.87
 of taxes etc
 
 Deferred employee 
 compensation 
 expenses              153.75             -         153.75             -
 
 Balance carried 
 to Balance Sheet    9,569.46       6281.81       9,569.38      6,237.80
 
 Paid up Capital      1511.00       1511.00       1,511.00      1,511.00
 
 Reserves & 
 Surplus            11,302.85      7,852.40      11,302.77      7,808.39
 
 Networth           12,440.47       8990.02      12,440.39       8946.01
 
 Earnings per 
 Share-In Rupees        29.99         27.09          30.28         27.16
 
 CHANGE IN FINANCIAL YEAR
 
 The Companies Act 2013, requires every Company to have uniform period
 of April to March as its Financial Year .  Accordingly, the Audited
 Financial Statements (Standalone & Consolidated) for the current
 financial year have been prepared for the period of nine months
 commencing from July 01, 2015 and ending on March 31, 2016. All the
 current financial year data provided in this Directors Report is for
 the period of Nine months only.
 
 PERFORMANCE/OPERATIONS REVIEW
 
 The Company has on standalone basis registered total revenue from
 operations of Rs.23129.22 Lakhs during the financial year (Nine Months)
 under review as against Rs.24022.80 Lakhs in the previous financial
 year of twelve months. The Profit after tax was Rs.4532.56 lakhs during
 the financial year (Nine months) under review as against Rs.4093.56
 Lakhs in the previous financial year of twelve months .
 
 The Company has made a consolidated turnover of Rs.23872.17 Lakhs
 during the current financial year(Nine Months) as against Rs.25176.98
 Lakhs in the previous financial year of 12 months.
 
 As required under Section 134(3)(i) of the Companies Act,2013 the state
 of Affairs of the Company and outlook has been discussed in Management
 Discussions and Analysis with is appended in this annual report
 pursuant to Regulation 34(2) of SEBI ( Listing Obligations and
 Disclosure Requirements) Regulations,2015.
 
 DIVIDEND
 
 The Board of Directors of the Company at their Board meeting held on
 February 05,2016, declared an Interim Dividend of Rs.2.50 per share (25
 %) involving cash outflow of Rs.454.66 lakhs and the same was paid to
 the shareholders on February 25,2016.Now your Directors are pleased to
 recommend a Final Dividend of Rs.3.50 per share (35%) . This together
 with the Interim Dividend aggregates to a sum of Rs.6 per share (60%)
 for the FY 2015-16 , involving a total cash outflow (both Interim &
 Final) of Rs.1091.16 lakhs including Dividend Distribution Tax.
 
 The Board of Directors at their meeting held on August 05,2016 have
 proposed sub-division of equity shares into equity shares of lower face
 value.
 
 TRANSFER TO RESERVES
 
 The Company has made no transfers to reserves during the Financial Year
 2015-16
 
 SUBSIDIARIES
 
 During the year, no company became or ceased to be a subsidiary of the
 Company. The Company has one subsidiary LLP (i.e) Argus Salud Pharma
 LLP
 
 The consolidated financial results/ performance incorporating the
 financial statements of the above subsidiary LLP is attached to the
 annual report as required under the Accounting Standards and SEBI
 Regulations.
 
 Further, a statement containing the salient features of the financial
 statements of our subsidiary pursuant to Section 129(3) of the
 Companies Act, 2013, in the prescribed Form AOC-1 is appended as
 Annexure I to the Board''s report.
 
 DEPOSITS
 
 The Company has not accepted any fixed deposits form the public.
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
 THE COMPANIES ACT, 2013
 
 Particulars of loans, guarantees and investments as on March 31,2016
 are given in the Note No.12 to the standalone financial statements.
 
 NUMBER OF MEETINGS OF THE BOARD
 
 The Board met four times during the year ended March 31,2016 which were
 held on 20.08.2015, 05.11.2015, 05.02.2016 and 17.03.2016.
 
 DIRECTORS AND KEY MANAGERIAL PERSONNEL
 
 Based upon the recommendation of the Nomination and Remuneration
 Committee, the Board of Directors at their meeting held on February
 05,2016 have re-appointed Dr. R Ravichandran (DIN: 01920603) as an
 Independent Director for a Second term of Five year commencing from May
 12,2016 and he is not liable to retire by rotation and Mr. M Jayapal
 (DIN :0186977) was re-appointed as the Whole- time Director of the
 Company w.e.f. March 28.2016 for a period of one year.
 
 Mr. D P Mishra (DIN : 02032818) term of office as a Whole-time Director
 expired on April 30.2016 and has not sought re-appointment as a
 whole-time Director. However, he continues to be a Director on the
 Board w.e.f. May 01,2016 and necessary resolution was passed by the
 Board of Directors of the Company for the Change in Designation.
 
 In terms of Section 152 of the Companies act, 2013, Mr. C C Paarthipan
 (DIN :01218784) retires by rotation and being eligible offers himself
 for re-appointment.
 
 During the year under review, Mr. P T Baby Thomas, Director (DIN
 :03019018) resigned from the Board with effect from December 20,2015.
 The Board places on record the appreciation and gratitude for the
 guidance and contribution during his association with the Company.
 
 Further to the resignation of Mr. Harihara Ponnambalam as the Chief
 Financial Officer of the Company w.e.f. February 18,2016, Mr. D
 Muralidharan was appointed as Chief Financial Officer of the Company
 effective February 19,2016.
 
 As on date, Dr. Sridhar Ganesan, Managing Director, Mr. M Jayapal,
 Whole-time Director, Mr.  D Muralidharan, Chief Financial Officer and
 Mr.  Vinod Kumar S, Company Secretary are the Key Managerial
 personnel''s of the Company.
 
 DECLARATION BY INDEPENDENT DIRECTORS
 
 The Independent Directors of the Company have submitted their
 declaration as required pursuant to Section 149(7) of the Companies
 Act, 2013 stating that they meet the criteria of independence as
 stipulated in Section 149(6) of the Companies Act, 2013.
 
 EXTRACT OF ANNUAL RETURN
 
 As required pursuant to Section 134 (3) (a) of the Companies Act, 2013,
 an extract of Annual Return in the prescribed Form MGT 9 is given as
 Annexure II to this Directors'' Report.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 In terms of Section 134(5) of the Companies Act, 2013, the Directors
 confirms that:
 
 a.  In the preparation of the annual accounts,the applicable Accounting
 Standards had been followed along with proper explanation relating to
 material departures;
 
 b.  The Directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company as at March 31,2016 and of the Profit of the Company for
 that period;
 
 c.  The Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 2013 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 d.  The Directors had prepared the annual accounts on a going concern
 basis;
 
 e.  The Directors had laid down internal financial controls to be
 followed by the Company and that such internal financial controls are
 adequate and were operating effectively;
 
 f.  The Directors had devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 
 NOMINATION AND REMUNERATION COMMITTEE (NRC) AND ITS POLICY
 
 The Nomination and Remuneration Committee is empowered to authorize and
 exercise the power as specified in section 178 of the Companies Act,
 2013. The Company has a policy on Directors appointment and
 remuneration including the criteria for determining the qualification,
 positive attributes and independence of a Director and other matters as
 provided under section 178(3) of the Companies Act,2013. The Nomination
 and Remuneration Committee policy is annexed in Annexure III of the
 Directors report.
 
 MATERIAL CHANGES AND COMMITMENTS
 
 There were no material changes and commitments, affecting the financial
 position of the Company, which have occurred between the end of the
 financial year of the Company to which the financial statements relate
 and the date of the report.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Pursuant to Section 134 (3)(m) of the Companies Act,2013 read with in
 Rule 8 (3) of the Companies (Accounts) Rules, 2014 particulars of
 conservation of energy, technology absorption, foreign exchange
 earnings and outgo, as are given as Annexure IV to this Directors''
 Report.
 
 ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
 
 Pursuant to the provisions of Section 134(3)(p) the Companies Act, 2013
 and Schedule V of the Companies Act, 2013 the Board had carried out
 performance evaluation of its own, of the Board Committees and of the
 Independent Directors.Independent Directors at a separate meeting
 evaluated performance of the Non-Independent Directors, Board as a
 whole and of the Chairman of the Board. The outcome of the evaluation
 process were satisfactory, which resulted in the active engagement of
 the Board and committees in the Company,
 
 Further the Directors are regularly informed and familiarised during
 the Board Meetings about the activities of the Company and its
 operations, products and its development and latest trends in the
 pharmaceutical industry and issues faced in the industry,
 
 CORPORATE SOCIAL RESPONSIBILITY (CSR)
 
 Pursuant to the provisions of section 135 of the Act, read with CSR
 Rules, the Company has constituted Corporate Social Responsibility
 Committee based upon the recommendation of the CSR committee the Board
 of Directors have approved CSR Policy,
 
 Disclosure under Companies (Corporate social responsibility policy)
 rules, 2014 is annexed as an Annexure V to this report.
 
 AUDIT COMMITTEE
 
 The Composition of the Audit Committee, meetings of the Audit Committee
 and their terms of reference of the Audit committee have been disclosed
 separately in the Corporate Governance Report which is annexed and
 forms a part of this annual report.
 
 INTERNAL FINANCIAL CONTROLS
 
 The Company has designed and implemented adequate financial control
 systems with respect to the financial statements. During the year under
 review, no serious / adverse observation have been received from the
 Internal Auditors of the Company with respect to ineffectiveness or
 inadequacy of such controls.
 
 VIGIL MECHANISM
 
 The Company has established a vigil mechanism, through a Whistle Blower
 Policy, where Directors and employees can voice their genuine concerns
 or grievances about any unethical or unacceptable business practice. A
 whistle- blowing mechanism not only helps the Company in detection of
 fraud, but is also used as a corporate governance tool leading to
 prevention and deterrence of misconduct .It provides direct access to
 the employees of the Company to approach the Compliance Officer or the
 Chairman of the Audit Committee, where necessary. The Company ensures
 that genuine Whistle Blowers are accorded complete protection from any
 kind of unfair treatment or victimization. The Vigil mechanism policy
 is disclosed on the website of the Company i.e (www.caplinpoint.net)
 
 AUDITORS
 
 STATUTORY AUDITORS
 
 Pursuant to Section 139 of the Companies Act, 2013, M/s. CNGSN &
 Associates LLP Chartered Accountants, Chennai, were appointed as
 Auditors of the Company at the Twenty Third Annual General Meeting of
 the Company for a consecutive period of three years commencing from
 conclusion of 23rd Annual general Meeting. The Company has received a
 certificate from the statutory auditors to the effect that ratification
 of their appointment, if made, would be in compliance with the
 requirements of the Companies Act, 2013 and the rules made there under.
 Accordingly, the Audit Committee and the Board of Directors have
 recommended to ratify their appointment as Statutory Auditors of the
 Company for the financial year 2016-17.
 
 A resolution seeking ratification of their appointment forms a part of
 the Notice convening the 25th Annual General Meeting and the same is
 recommended for shareholders approval.
 
 SECRETARIAL AUDITOR
 
 Pursuant to the provisions of Section 204 of the Companies Act, 2013
 read with Rule 9 of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules 2014, the Board of Directors of the Company
 appointed M/s. G Ramachandran & Associates, Company Secretaries,
 Chennai to conduct the secretarial audit of the Company The Secretarial
 Audit Report (Form MR - 3) is given as Annexure VI to this Directors''
 Report.
 
 CORPORATE GOVERNANCE
 
 Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure
 Requirements) Regulations, 2015, a Report on Corporate Governance is
 given separately which form a part of this Annual report.
 
 LISTING AGREEMENTS
 
 The Company has entered into new Listing Agreement with BSE Limited and
 National Stock Exchange of India Limited as per the regulation 109 of
 SEBI (Listing Obligations and Disclosure Requirements) Regulations,
 2015.
 
 The Company has paid the listing fees for the year 2016-17 to the Stock
 exchanges where the shares of the Company are listed.
 
 RISK MANAGEMENT
 
 The Board has designed and framed risk management approach through
 which it identifies and manages the risk parameters. The senior level
 management periodically reviews the risk parameters through which key
 business risk are identified and addressed. A brief report on the Risk
 Management are referred in the Management Discussion and Analysis
 Report which forms a part of the Annual Report.
 
 EMPLOYEE STOCK OPTION PLAN
 
 Details as required under Rule 12 (9) of Companies (Share Capital and
 Debentures) Rules, 2014 and as required to be provided under the SEBI
 Guidelines as on March 31, 2016 are set out in Annexure VII to this
 Report
 
 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
 
 Particulars pursuant to Section 197(12) of Companies Act, 2013 read
 with Rule 5(1) of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014 is enclosed in the Annexure VIII to
 this Directors report.
 
 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
 
 All the related party transactions which were entered during the
 Financial year under review were on arms length basis and in the normal
 course of Business. There were no Material significant related party
 transactions made by the Company with its promoters, Directors, Key
 Managerial Personnel which may have potential conflict with the
 interest of the Company at large. No Material Contract or arrangements
 with the related party were entered during the Financial year under
 review. All the related party transactions are reviewed by the Audit
 Committee . The required disclosures as per Accounting Standards 18 are
 made in the Notes to Accounts of the Financial Statements.  Particulars
 of transactions with the related parties, in prescribed form AOC -2 is
 enclosed as an Annexure IX of this Directors Report.
 
 The related party transaction policy has been uploaded on the website
 of the Company (www.  caplinpoint.net)
 
 DISCLOSURES
 
 1.  There has been no change in the nature of business of the Company
 during the year under review.
 
 2.  During the year under review, no significant and material orders
 were passed by the regulators or courts or tribunals impacting the
 going concern status and company''s operations in future.
 
 3.  During the Financial year 2015-16, none of the employees were in
 receipt of the remuneration pursuant to Section 197(12) of Companies
 Act, 2013 read with Rule 5(2) of the Companies (Appointment and
 Remuneration of Managerial Personnel) Rules, 2014.
 
 4.  There were no complaints filed pursuant to the Sexual Harassment of
 Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
 
 5.  Neither the Managing Director nor the Whole- time Directors of the
 Company receives any remuneration or commission from any of its
 subsidiaries
 
 6.  The Report of the Statutory Auditors (Which Forms a Part of this
 Annual Report) and the Report of the Secretarial Auditor (Which is
 Annexed to this Directors Report) are Self explanatory having no
 adverse remarks/ comments or disclaimer
 
 ACKNOWLEDGEMENT
 
 The Board of Directors wishes to place on record their sincere
 appreciation to the customers, suppliers, business partners and group
 companies and shareholders for their support.  The Directors would like
 to thank the Bankers and financial Institutions as well. The Directors
 would take this opportunity to express their appreciation for the
 dedicated efforts of the employees and their contribution which is
 deeply acknowledged
  
                                       FOR AND ON BEHALF OF THE BOARD
 
 Place : Chennai                                       C C PAARTHIPAN
 
 Date : August 05,2016                                       CHAIRMAN
Source : Dion Global Solutions Limited
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