To,The Members of Control Print Limited
1. CORPORATE OVERVIEW:
The Company is India''s Leading player in coding and marking solutions
business having its corporate headquarters in Mumbai.
Your Company prepares its financial statements in compliance with the
requirements of the Companies Act, 1956 and the Generally Accepted
Accounting Principles (GAAP) in India. Overall the financial statements
have been prepared on historical cost basis. The estimates and
judgments relating to the financial statements are made on a prudent
and reasonable basis, so as to reflect in a true and fair manner the
form and substance of transactions and reasonably present your
Company''s state of affairs, profit and cash flows for the year ended
2. FINANCIAL RESULTS:
The Directors have pleasure in presenting the Twenty-first Annual Report
of your Company along with the Audited Statement of Accounts for the
year ended 31 st March, 2012.
Current Year Previous Year
2011 -2012 2010-2011
Sales & Service Income 6654.35 5797.20
Exceptional Income 410.34 493.16
Total Inoome 7064.69 6290.36
Profit before Depreciation & Tax 1190.66 866.86
Less: Depreciation 88.99 99.28
Net Profit before Taxation 1101.67 767.58
Less: Provision for Taxation 170.00 155.00
Deferred Tax (Assets)/Liability 90.73 24.84
Net Profit 840.94 587.74
Earlier years adjustment 15.73 7.12
Balance brought forward 1797.65 1259.91
Balance available for appropriation 2638.59 1847.65
Proposed Dividend 173.46 -
Tax on Dividend 28.14 -
Transferred to General Reserve 90.00 50.00
Balance carried to Balance Sheet 2346.99 1797.65
The observations made by the Auditors in their Report have been
clarified in the relevant notes forming part of the Accounts, which are
self-explanatory. The Schedule VI of the Companies Act, 1956 has been
revised by the Ministry of Corporate Affairs vide its notification
dated February 28, 2011. The notification is in force and is applicable
for all Balance Sheets and Statement of Profit and Loss to be prepared
for the financial year commencing on or after April 1, 2011. Therefore,
the previous period figures have been regrouped/recast wherever
Your directors have recommended the payment of final dividend of Rs.2/-
(Rupees Two Only) per Equity Shares of the face value of Rs.10/- each for
the Financial Year ended 31st March, 2012.
5. CONSOLIDATED ACCOUNTS:
In accordance with the requirements of Accounting Standard (AS) 21
prescribed by The Institute of Chartered Accountants of India, the
Consolidated Accounts of the Company and its Subsidiary is annexed to
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange, is presented in a separate section forming partite Annual
Your Company continues to closely track the developments in the
packaging industry and particularly in Coding and Marking segment in
order to optimize its business model to cope with the threats and
promises these developments hold.
During the year, no director has been appointed or resigned from the
Board of Directors of the Company.
Mr. Rakesh Shivbhagwan Agrawal retires from the Board by rotation and
is eligible for re- appointment at the forthcoming Annual General
Meeting. The Notice convening the Annual General Meeting includes the
proposals for re-appointment of Directors.
8. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND:
The Company sends letters to all shareholders whose dividends are
unclaimed so as to ensure that they receive their rightful dues.
Efforts are also made in co-ordination with the Registrar to locate the
shareholders who have not claimed their dues.
During the year, the Company has transferred a sum of 76,79,351.34 to
Investor Education & Protection Fund, the amount which was due &
payable and remained unclaimed and unpaid for a period of seven years,
as provided in Section 205C(2) of the Companies Act, 1956. Despite the
reminder letters sent to each shareholder, this amount remained
unclaimed and hence was transferred.
M/s. Dosi & Jain, Chartered Accountants, the Statutory Auditors of the
Company hold office until the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. The Board recommends
M/s. Dosi & Jain, pursuant to Section 224(1 B) of the Companies Act,
1956 have furnished the certificate of their eligibility for
10. SHARE CAPITAL:
During the year, Company had not issued any shares to the shareholders
of the Company or to the general public. Hence, your Company''s paid up
Equity Share Capital remain same of Rs.8,67,32,480 comprising of 86,73,248
equity shares of Rs. 10/- each but at the same time, the Company has
issued 4,00,000 Warrants convertible into Equity Shares of Rs. 10/- each
at a premium of X 27.Ml- per Share as per the SEBI Guidelines to the
Promoters of the Company on preferential basis for which Company has
received in-principle approval from Bombay Stock Exchange (BSE).
11. INVESTMENT IN SUBSIDIARY COMPANY:
During the year, your Company has acquired Liberty Chemicals Private
Limited as its wholly owned subsidiary. The acquisition would enhance
shareholders value since Liberty Chemicals Private Limited owns a plot
of land as a valuable asset. Control Print Limited intends to explore
diversification in real estate business in future post feasibility study
on its plans.
Additionally the Company has invested Rs. 3,70,00,000/- in its subsidiary
company by way of subscribing to the right issue of 18,50,000 Equity
Shares of Rs. 10/- each (at premium of Rs. 10/-each). Besides, Mr. Basant
Kabra and Mr. Shiva Kabra as Executive Directors of the Company,
Liberty Chemicals Private Limited has Mr. Vishwas Varde and Mrs.
Sharmista Patel as Independent Directors on its the Board.
12. FIXED DEPOSIT:
The Company has neither invited nor accepted any deposits from public
during the year under review under the Companies (Acceptance of
Deposit) Rules, 1975 read with Section 58Aof the Companies Act, 1956.
13. PARTICULARS OF EMPLOYEES:
None of the employees were in receipt of Remuneration exceeding the
limits prescribed pursuant to Section 217 (2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975 during
The year ended March 31,2012.
14. PARTICULARS OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND
In accordance with the requirements of Section 217(1 )(e) of the
Companies Act, 1956 read with Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, statement showing
particulars with respect to Conservation of Energy, Technology
Absorption, Foreign Exchange Earning and Outgo is annexed hereto as
''Annexure - A'' and form part of this Report.
15. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby confirm that:
a) In the preparation of annual accounts, the applicable accounting
standards have been followed along with the proper explanation relating
to material departures;
b) Appropriate accounting policies have been selected and applied
consistently, and judgments and estimates are made that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company as at 31 st March, 2012 and of the profits of the Company
for the year ended 31st March, 2012;
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
d) The accounts for the financial year ended 31st March 2012 have been
prepared on a going concern basis.
16. CORPORATE GOVERNANCE:
As required pursuant to Clause 49 of the Stock Exchanges Listing
Agreement, a separate section containing Corporate Governance and
Management Discussion and Analysis Reports, as approved by the Board of
Directors, together with the Certificate from the Auditors of the
Company confirming the compliance with the requirements of Corporate
Governance policies is set out in the ''Annexure - B'' forming part
Of this Annual Report.
17. ENVIRONMENT AND SAFETY:
Your Company is conscious of the importance of environmentally clean
and safe operations. Your Company''s policy requires the conduct of all
operations in such manner so as to ensure safety of all concerned,
compliance of statutory and industrial requirements for environment
protection and conservation of natural resources to the extent
Your Directors wish to place on record their appreciation for the
contribution made by employees at all levels. Your Directors also wish
to thank its esteemed corporate clients, dealers, agents, suppliers,
technology partners, investors, Government Authorities and bankers for
their continued support and faith reposed in the Company.
For and on behalf of the Board of Directors
Mumbai, 27th June, 2012