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

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Directors Report Year End : Jun '15    « Jun 13
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.
 
 FINANCIAL HIGHLIGHTS
 
                                                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          - 
 of taxes
 
 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
 Annual Report.
 
 DIVIDEND
 
 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
 Distribution tax.
 
 TRANSFER TO RESERVE
 
 The Company transferred an amount of Rs.409.39 Lakhs to the General
 reserves of the Company.
 
 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 the
 Listing Agreement.
 
 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.
 
 DEPOSITS
 
 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
 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 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
 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.
 
 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
 Directors'' Report.
 
 BOARD EVALUATION
 
 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.
 
 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.
 
 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
 Company.
 
 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.
 
 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 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.
 
 CORPORATE GOVERNANCE
 
 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.
 
 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.
 
 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, 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).
 
 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.  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
 subsidiaries
 
 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, 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
Source : Dion Global Solutions Limited
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