To the Members,
The Directors present their 24th Annual Report on the business and
operations of the Company and the accounts for the Financial Year ended
June 30, 2015.
Rs. In Lakhs except EPS
PARTICULARS STANDALONE FOR THE CONSOLIDATED FOR THE
YEAR ENDED JUNE 30 YEAR ENDED JUNE 30
2015 2014 2015 2014
Sales (net of excise duty)
and other Income 24,297.20 16,973.52 25,479.92 17,680.80
Profit before Finance Costs,
Tax, Depreciation 5,930.49 3,693.67 6,199.84 3,934.97
& Amortisation Expenses
Less: Finance Costs 22.79 11.84 23.04 12.26
Depreciation & Amortisation
Expense 827.92 343.89 837.93 353.63
Profit Before Tax 5,079.78 3,337.94 5,338.87 3,569.08
Less: Tax Expenses 986.22 774.40 1,226.22 975.80
Profit after Tax 4,093.56 2,563.54 4,112.65 2,593.28
Less : Minority Interest - - 8.96 8.42
Add: Surplus at the
beginning of the year 3,555.81 2,057.51 3,501.64 1,982.02
Profit available for
Appropriation 7,649.37 4,621.05 7,605.33 4,566.88
Less: Transfer to General
Reserves 409.39 340.00 409.36 340.00
Final Dividend proposed 755.50 604.40 755.50 604.40
Tax on Dividend 153.80 120.84 153.80 120.84
Adjustment on account of
Depreciation, Net 48.87 - 48.87 -
Balance carried to
Balance Sheet 6,281.81 3,555.81 6,237.80 3,501.64
Paid up Capital 1,511.00 1,511.00 1,511.00 1,511.00
Reserves & Surplus 7,852.40 4,717.01 7,808.39 4,662.87
Networth 8,990.02 5,854.63 8,972.67 5,818.19
Earnings per Share 27.09 16.97 27.16 17.11
REVIEW OF OPERATIONS
The Company has on standalone basis registered total revenue from
operations of Rs.24,022.80 Lakhs during the year under review as
against Rs.16,639.80 Lakhs in the previous financial year. The Profit
after tax was Rs.4,093.56 Lakhs during the year under review as against
Rs.2,563.54 Lakhs in the previous financial year.
The Company has made a consolidated revenue from operations of
Rs.25,176.98 Lakhs during the current financial year as against
Rs.17,308.89 Lakhs in the previous financial year.
A detailed review of the Company''s state of affairs & outlook has been
discussed in Management Discussion Analysis which forms a part of this
Considering the Company''s financial performance, the Directors have
recommended a Dividend of Rs.5/- per equity share (50%) on the Capital
of 1,51,10,000 equity share of Rs.10/- each for the FY 2014-15. The
said dividend, if approved by the members, would involve cash outflow
of Rs.909.30 Lakhs (Previous year- Rs.725.24 Lakhs) including Dividend
TRANSFER TO RESERVE
The Company transferred an amount of Rs.409.39 Lakhs to the General
reserves of the Company.
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
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 the
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.
During the year under review, the Company has invested a sum of
Rs.89.10 Lakhs in Argus Salud Pharma LLP. Consequently the Company''s
share in LLP has increased to 99.90% in Argus Salud Pharma LLP.
The Company has not accepted any fixed deposits from the public.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
Particulars of loans, guarantees and investments as on June 30,2015 are
given in the Note No.12 to the standalone financial statements.
NUMBER OF MEETINGS OF THE BOARD
The Board met five times during the year ended June 30, 2015 which were
held on 25.08.2014, 12.11.2014, 04.02.2015, 13.02.2015 and 12.05.2015.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Based upon the recommendation of the Nomination and Remuneration
Committee, the Board appointed Dr K Nirmala Prasad (DIN:07088120) as an
Additional Director(Independent) effective February 04, 2015 and Mr R
Viswanathan (DIN:07173713) as an Additional Director (Independent)
effective May 12,2015 subject to the approval of the Members. They will
hold the office for three years from their effective date of
appointment. The Company has received separate notices from the members
signifying their candidature for the position of Independent Director.
Resolutions are being moved at the ensuing Annual general meeting for
their appointment as Independent Directors.
In terms of Section 152 of the Companies Act, 2013, Mr M Jayapal
(DIN:0186977) and Mr D P Mishra (DIN:02032818) retires by rotation and
being eligible offers themselves for re-appointment.
In terms of Section 203 of the Companies Act, 2013 , Dr Sridhar Ganesan
(DIN: 06819029) was appointed as the Whole-time Director at the
previous Annual general Meeting . Subsequently he was appointed as the
Managing Director from March 28, 2015 for a period of three years from
August 25, 2014.
Mr. M Jayapal (DIN:0186977) was appointed as the Whole- time Director
of the Company w.e. f. March 28,2015 for a period of one year and Mr D
P Mishra (DIN:02032818) was re-appointed as the Whole-time Director w.
e. f. May 01,2015 for a period of one year.
During the year under review, Mr Venkat Radhakrishnan(DIN:03451231)
resigned from the Board with effect from May 12,2015. 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 S Mohan Raj as the Chief Financial
Officer and Company Secretary w. e. f. February 13, 2015, Mr Harihara
Ponnambalam P was appointed as Chief Financial Officer w. e. f. May 06,
2015 and Mr Vinod Kumar S was appointed as Company Secretary w. e. f.
April 13, 2015.
The Compensation of the Board of Directors are in conformity with the
applicable provisions of the Companies Act, 2013 and Listing agreement.
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
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 June 30 , 2015 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
d. The Directors had prepared the annual accounts on a going concern
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.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts, arrangements and transactions with related parties are
on arm''s length basis and in normal course of business. Pursuant to
Section 134 of the Companies Act,2013 and the rules made thereunder,
Particulars of transactions with the related parties, in prescribed
form AOC 2 is enclosed as an Annexure III of this Directors Report.
The related party transaction policy has been uploaded on the website
of the Company (www.caplinpoint.net)
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 IV
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
Particulars of conservation of energy, technology absorption, foreign
exchange earnings and outgo, as prescribed in Rule 8 (3) of the
Companies (Accounts) Rules, 2014 are given as Annexure V to this
Pursuant to Clause 49 of the Listing agreement, Section 134(3)(p) of
the Companies Act, 2013 and Schedule V of the Companies Act, 2013, the
Board had carried out performance evaluation of its own and that of its
Committees and of the individual 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.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of section 135 of the Companies Act, 2013
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.
During the year under review, the Company has spent a sum of Rs.5.31
Lakhs towards CSR in accordance with Schedule VII of the Companies Act,
2013. This being the first year of CSR implementation, the CSR
activities of the Company are being planned and the company is in the
process of identifying suitable/ focus areas in which CSR activities
could be done. Moreover, Company aims to identify CSR activities which
would ensure optimum utilization and maximum social relevance in its
endeavor to fulfill the criteria under CSR. The Company plans to
increase CSR spending in the years to come. Disclosure under Companies
(Corporate Social Responsibility policy) Rules, 2014 is annexed as an
Annexure VI to this report.
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.
POLICY ON BOARD DIVERSITY
In terms of Clause 49(IV) of the Listing agreement, the Nomination and
Remuneration Committee has formulated a Policy on Board diversity to
align with the business requirements of the Company, which inter-alia
specifies optimum combination of Executive and Non-Executive Directors
and Independent Directors. The recommendatory requirement for each of
the Directors to possess functional diversity and role of NRC to ensure
that the Policy on Board diversity is taken into account while
recommending the appointment of new Directors on the Board of the
INTERNAL FINANCIAL CONTROLS
The Company has designed and implemented adequate internal financial
control systems with respect to the financial statements. During the
year under review, no serious / strict observation have been received
from the internal auditors of the Company with respect to
ineffectiveness or inadequacy of such controls.
AUDITORS STATUTORY AUDITORS
Pursuant to Section 139 of the Companies Act, 2013, M/s. CNGSN &
Associates LLP, Chartered Accountants, Chennai, were appointed as
Statutory Auditors of the Company at the Twenty Third Annual General
Meeting of the Company for a consecutive period of three years till the
conclusion of Twenty Sixth 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 Auditors of the Company
for the financial year 2015-16. The necessary resolution is being
placed before the shareholders for approval.
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 for the
financial year ended June 30, 2015.
The Secretarial Audit Report (Form MR – 3) is given as Annexure VII to
this Directors'' Report.
The reports of Statutory Auditors (which forms a part of this 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.
Pursuant to Clause 49 of the Listing Agreement, Corporate Governance
and Management Discussion and Analysis report is given separately which
form a part of this Annual report.
The Company has paid the listing fees for the year 2015-16 to the Stock
exchanges where the shares of the Company are listed.
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.
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, when 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 (www.caplinpoint.net).
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. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Particulars pursuant to Section 197(12) of Companies Act, 2013 read
with Rule 5(1) & (2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is enclosed in the Annexure VIII to
this Directors report.
4. During the Financial year 2014-15, 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.
5. There were no Complaints filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
6. Neither the Managing Director nor the Whole-time Directors of the
Company receives any remuneration or commission from any of its
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, Central and State
Governments of Tamil Nadu, Puducherry, Himachal Pradesh and Regulatory
Authorities and Stock Exchanges 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 20, 2015 CHAIRMAN