Moneycontrol Be a Pro
Get App
SENSEX NIFTY
Caplin Point Laboratories Directors Report, Caplin Labs Reports by Directors
YOU ARE HERE > MONEYCONTROL > MARKETS > PHARMACEUTICALS > DIRECTORS REPORT - Caplin Point Laboratories

Caplin Point Laboratories

BSE: 524742|NSE: CAPLIPOINT|ISIN: INE475E01026|SECTOR: Pharmaceuticals
SET ALERT
|
ADD TO PORTFOLIO
|
WATCHLIST
LIVE
BSE
Nov 13, 16:00
378.85
-4.45 (-1.16%)
VOLUME 1,902
LIVE
NSE
Nov 13, 15:51
377.60
-6.2 (-1.62%)
VOLUME 65,503
Download Annual Report PDF Format 2017 | 2016 | 0615 | 0614 | 0613 | 0612 | 0611 | 0610
Directors Report Year End : Mar '18    Mar 17

To the Members

The Directors present their 27th Annual Report on the business and operations of the Company and the accounts for the financial year ended MarcRs.31, 2018

Financial Highlights

Rs. in Lakhs

Particulars

Standalone for the year ended

Consolidated for the year ended

MarcRs.31 2018

MarcRs.31 2017

MarcRs.31 2018

MarcRs.31 2017

Revenue from Operations

42,657.39

34,154.93

53,984.20

40,164.85

Other Income

2,331.33

1,251.25

1,266.52

995.53

Total Income

44,988.72

35,406.18

55,250.72

41,160.38

Profit Before Interest, Depreciation and Tax

16,510.20

10,596.57

20,743.45

13,437.29

Less: Finance cost

6.12

12.75

6.12

12.75

Less : Depreciation and amortisation expenses

1,898.78

1,325.99

1,899.50

1,329.84

Profit Before Tax

14,605.30

9,257.83

18,837.83

12,094.70

Less: Tax Expenses

4,374.21

2,226.13

4,374.33

2,544.41

Net Profit

10,231.09

7,031.70

14,463.50

9,550.29

Less : Non-controlling Interest

-

-

(15.27)

(10.95)

Net profit attrituable to the shareholders of the Company

10,231.09

7,031.70

14,478.77

9,561.24

PERFORMANCE/OPERATIONS REVIEW

The Company has on standalone basis registered total revenue from operations of Rs. 42,657.39 Lakhs (Total Income Rs. 44,988.72 Lakhs) during the year under review as against Rs. 34,154.93 Lakhs ( Total Income Rs.35,406.18) in the previous financial year. The Profit after tax was Rs.10,231.09 Lakhs during the year under review as against Rs. 7,031.70 Lakhs in the previous financial year.

The Company has on consolidated basis registered total revenue from operations of Rs.53,984.20 Lakhs (Total Income Rs.55,250.72 Lakhs)during the current financial year as against Rs. 40,164.85 Lakhs ( Total Income Rs.41,160.38 Lakhs )in the previous financial year .

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 Report which 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 at their meeting held on May 28,2018 have recommended a dividend of Rs. 2.00 per equity share (100%) of Rs .2 /- each . The said dividend if approved by the members at the 27th Annual General Meeting which is to be held on September 28,2018 would absorb a total cash out flow of Rs. 15,12,07,000/- excluding Dividend Distribution Tax.

TRANSFER TO RESERVES

The Company has made no transfers to reserves during the financial year 2017-18

SUBSIDIARIES

As on MarcRs.31,2018, the Company has three subsidiaries :

(i) Argus Salud Pharma LLP,

(ii) Caplin Point Far East Limited - Hongkong

(iii) Caplin Point Laboratories Colombia SAS-Colombia.

The consolidated financial results/ performance incorporating the financial statements of the above subsidiaries are attached to the annual report as required under the IND AS 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 did not accept any deposits from the public within the meaning of Chapter V of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

The paid up share capital as on MarcRs.31,2018 stood at Rs.15,12,07,000/- consisting of 7,56,03,500 equity shares at the face value of Rs.2/- each. During the year, Company has allotted 26,750 equity shares of Rs.2/- each under Employee Stock Option Plan -2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans, guarantees and investments as on MarcRs.31,2018 are given in the Note No. 3 & 4 to the standalone financial statements.

INDIAN ACCOUNTING STANDARDS (IND AS) -IFRS CONVERGED STANDARDS

As notified by the Ministry of Corporate Affairs, the Company adopted Indian Account Standards ( IND AS) w.e.f April 01.2017. Accordingly, financial statement of the Company and its subsidiaries were prepared with comparative data for the year ended MarcRs.31,2018 in compliance with IND AS.

NUMBER OF MEETINGS OF THE BOARD

The Board met five times during the year ended MarcRs.31, 2018 which were held on 10.05.2017, 07.08.2017, 09.11.2017, 07.02.2018 and 12.03.2018.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consist of a Non- executive Chairman, two executive Directors, six Independent Directors and a Non-executive -Non- Independent Director .

INDEPENDENT DIRECTORS

MR V THIRUMALAI (DIN:03015619)

The members of the Company at their twenty third Annual General Meeting appointed Mr V Thirumalai as a Non- Executive Independent Director for a period of three years from December 18,2014 to December 17,2017. As per the provisions of Section 149(10) of the Companies Act,2013 an Independent Director can be re-appointed for a second term of Five years by passing Special Resolution. The Board of Directors of the Company at their meeting held on November 09,2017 re-appointed Mr V Thirumalai for a Second term of five consecutive years effective from December 18,2017 and shall not be liable to retire by rotation. Board of Directors recommends the re-appointment of Mr V Thirumalai to hold office as an Independent Director upto December 17,2022

DR K NIRMALA PRASAD (DIN:07088120)

The members of the Company at their Twenty Fourth Annual General Meeting appointed Dr K Nirmala Prasad as a Nonexecutive Independent Director for a period of three years from February 04,2015 to February 03,2018. The Board of Directors at their meeting held on February 07,2018 reappointed Dr K Nirmala Prasad for a second term of five consecutive years without break of office effective from February 04,2018 and shall not be liable to retire by rotation . Board of Directors recommends the re-appointment of Dr K Nirmala Prasad to hold office as an Independent Director upto February 03,2023

MR R VISWANATHAN (DIN:07173713)

The members of the Company at their Twenty Fourth Annual General Meeting appointed Mr R Viswanathan as a Non-executive Independent Director for a period of three years from May 12,2015 to May 11,2018. The Board of Directors re-appointed him for a second term of five consecutive years effective from May 12,2018 and shall not be liable to retire by rotation. Board of Directors recommends the re-appointment of Mr R Viswanathan to hold office as an Independent Director upto May 11,2023

In the opinion of the Board of Directors Mr V Thirumalai, Dr K Nirmala Prasad and Mr R Viswanathan are eligible to be re-appointed as Independent Directors and they are Independent of the management.

The above re-appointments have been recommended by the Nomination and Remuneration Committee and are subject to the approval of the members of the Company by way of special resolution at their 27th Annual General Meeting .

Profile of these Directors, pursuant to regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 and Secretarial Standard -2 on General Meetings, are given in the notice of 27th Annual General Meeting.

RETIREMENT BY ROTATION

In terms of Section 152 (6) of the Companies Act, 2013, Mr D P Mishra (DIN :02032818) retires by rotation and being eligible offers himself for re-appointment.

RETIREMENT

Mr M Jayapal, Whole-time Director on attaining super annuation retired from the Board with effect from MarcRs.28,2018 as per the terms of his re- appointment. The Board of Directors placed on record their appreciation for the valuable services rendered by Mr M Jayapal during his tenure as the whole- time Director.

KEY MANAGERIAL PERSONNEL

Pursuant to section 2 (51) and Section 203 of the Companies Act,2013, Dr Sridhar Ganesan, Managing Director, Dr Philip Ashok Karunakaran, Whole-time Director ,Mr D Muralidharan , Chief Financial Officer and Mr Vinod Kumar S, Company Secretary are the Key Managerial personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

ALL 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 confirm 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 MarcRs.31,2018 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 Director’s 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 the Board had carried out performance evaluation of its own of the Board Committees and of the Independent Directors .Independent Directors at their separate meeting held on February 07,2018 evaluated performance of the NonIndependent 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 familiarized 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 by 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 and 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 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.capiinpoint.net/investor/Company policies & code of conduct/Whistei Bowier Poiicy(Vigii Mechanism)

AUDITORS STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act, 2013, M/s. CNGSN & Associates LLP, Chartered Accountants, Chennai, Statutory Auditors of the Company shaii hoid office tiii the conciusion of 31st Annuai Generai Meeting of the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Ruie 9 of the Companies (Appointment and Remuneration of Manageriai Personnei) 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 Obiigations and Disciosure Requirements) Reguiations, 2015, a report on Corporate Governance is given separateiy which forms a part of this Annuai report.

RISK MANAGEMENT

The Board has designed and framed risk management approach through which it identifies and manages the risk parameters. The senior ievei management periodicaiiy reviews the risks parameters through which key business risk are identified and addressed. A brief report on the Risk Management are referred in the Management Discussion and Anaiysis Report which forms a part of the Annuai Report.

EMPLOYEE STOCK OPTION PLAN

The Company has two stock options in force (i.e) Capiin Point Empioyee Stock Option Plan -2015 and Capiin Point Employee Stock Option Pian - 2017. During the year under review, the Company has granted 2,94,000 options under Capiin Point Employee Stock Option Pian -2015 and 76,500 options under Capiin Point Employee Stock Option Pian-2017. The Company has aiso aiiotted 26,750 shares under Capiin Point Empioyee Stock Option Pian - 2015. The detaiis required under Ruie 12 (9) of Companies (Share Capitai and Debentures) Ruies, 2014 and as required to be provided under the SEBI Guideiines as on MarcRs.31, 2018 are set out in Annexure VII to this Report.

The Board of Directors of the Company have decided to cover the employees of the subsidiaries in Caplin Point Employee Stock option Plan -2017 which is recommended for members approval by way of special resolution at the 27th Annual General Meeting.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures 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

The Company did not enter into any related party transactions during the year under review. Particulars of transactions with related parties, in prescribed form AOC 2 is enclosed as Annexure IX.

The related party transaction policy has been uploaded on the website of the Company www.caplinpoint.net/investor/company Policies & code of Conduct/Related Party Transactions Policy

DIVIDEND DISTRIBUTION POLICY

Securities and Exchange Board of India, by its notification dated 8th July, 2016, has amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 , introducing new Regulation 43A mandating the top 500 listed entities, based on market capitalization calculated as on 31st March of every financial year, to formulate a Dividend Distribution Policy and disclose the same in their Annual Reports and on their websites.

Accordingly, the Board of Directors of the Company has adopted a Dividend Distribution Policy, which is attached as Annexure X .The Policy is also available on the website of the Company www.caplinpoint.net/investor/ Companies policy & Code of conduct/ Dividend Distribution policy

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report, as required pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 is attached as Annexure XI of this Annual Report.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 and 125 of the Companies Act,2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the date of transfer to the unpaid account, is required to be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government. Accordingly, unpaid or unclaimed dividend in respect of the financial year 2009-10 have been transferred to the IEPF.

During the year under review, the Company has credited 14,60,631 unclaimed Equity Shares of Rs. 2/- each to Investor Education and Protection Fund of those shareholders who have not encashed/claimed the their dividends for a period of seven consecutive years from the year 2009 -10.

Pursuant to Section 124 and 125 of the Companies Act,2013, the unpaid or unclaimed dividend for the financial year 2010-11 has to be transferred to IEPF. Members, who have not yet en-cashed or claimed the dividends that are yet to be transferred to the IEPF, are requested to contact the Company’s Registrar and Share Transfer Agent, at the earliest.

Members are requested to take note of the same and claim their unclaimed dividends immediately to avoid transfer of the underlying shares to the IEPF Account. The shares transferred to the IEPF Account can be claimed back by the concerned member from IEPF Authority after complying with the procedure prescribed under the Rules.

MANDATORY TRANSFER OF SHARES IN DEMATERIALISED MODE

SEBI vide its notification no. SEBI/LAD-NRO/ GN/2018/24 dated June 08, 2018 had amended the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 and had mandated transfer of shares in dematerialised mode alone. This comes into effect from December 05,2018, hence the shareholders are requested to take note of it and take necessary steps to dematerialise your shares that are held in physical form and on or after December 05,2018 transfer of shares in physical mode will not be entertained.

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. There were no Complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

4. Pursuant to Section 197 (14) of the Companies Act,2013,neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries

5. 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.

6. The Company maintains cost records as per Companies (Cost Records and Audit) Ruies,2014.

ACKNOWLEDGEMENT

The Board of Directors wishes to pLace on record their sincere appreciation to the customers, suppLiers, business partners and Subsidiaries 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 of Directors

C C Paarthipan

Chairman

PLace : Chennai

Date : August 06, 2018

Source : Dion Global Solutions Limited
Quick Links for caplinpointlaboratories
Explore Moneycontrol
Stocks     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others
Mutual Funds     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
Copyright © e-Eighteen.com Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of moneycontrol.com is prohibited.