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.
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
other Income 23,476.54 24,297.20 24,238.13 25,479.92
Depreciation 6,578.70 5,930.49 6,764.00 6,199.84
Costs 10.82 22.79 11.02 23.04
Expense 729.91 827.92 747.78 837.93
Tax 5,837.97 5079.78 6005.20 5,338.87
Expenses 1,305.41 986.22 1428.28 1,226.22
Tax 4,532.56 4,093.56 4,576.92 4,112.65
Less : Minority
Interest - - 0.43 8.96
the year 6,281.81 3555.81 6237.80 3,501.64
for Appropriation 10,814.37 7,649.37 10814.29 7,605.33
Reserves - 409.39 - 409.36
Interim Dividend 377.75 - 377.75 -
proposed 528.85 755.50 528.85 755.50
- Current Year 184.56 153.80 184.56 153.80
Depreciation, Net - 48.87 - 48.87
of taxes etc
expenses 153.75 - 153.75 -
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
Surplus 11,302.85 7,852.40 11,302.77 7,808.39
Networth 12,440.47 8990.02 12,440.39 8946.01
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.
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.
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
TRANSFER TO RESERVES
The Company has made no transfers to reserves during the Financial Year
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 SEBI
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.
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
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
a. In the preparation of the annual accounts,the applicable Accounting
Standards had been followed along with proper explanation relating to
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
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.
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
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''
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.
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.
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)
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.
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''
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.
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,
The Company has paid the listing fees for the year 2016-17 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.
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
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)
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
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
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
FOR AND ON BEHALF OF THE BOARD
Place : Chennai C C PAARTHIPAN
Date : August 05,2016 CHAIRMAN