Dear Member,
Your directors have pleasure in presenting the 26th Annual Report
along with the audited statements of accounts of your Company for the financial year ended
31st March, 2023.
1. FINANCIAL RESULTS:
The audited financial statements of the Company as on March 31, 2023 are prepared in
accordance with Regulation 33 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”) and provisions of the
Companies Act, 2013 (“Act”).
The Financial highlight is depicted below: (Rs. In Lakhs)
Particulars |
CONSOLIDATED |
STANDALONE |
|
Year Ended on 31.03.2023 |
Year Ended on 31.03.2022 |
Year Ended On 31.03.2023 |
Year Ended on 31.03.2022 |
Revenue from operations |
22459.70 |
18516.85 |
22,459.70 |
18516.85 |
Other Income |
288.72 |
198.91 |
288.72 |
198.91 |
Total Revenue |
22748.42 |
18715.77 |
22,748.42 |
18715.77 |
Operating and Administrative expenses |
20709.10 |
16971.76 |
20772.67 |
16971.76 |
Operating Profit before finance costs, Depreciation and Tax |
2039.32 |
1744.01 |
1975.75 |
1744.01 |
Less: Depreciation and Amortization expenses |
271.59 |
365.96 |
271.59 |
365.96 |
Profit before finance costs, exceptional items, tax and Deff tax
adjustable in/(recoverable from) future tariff |
1767.73 |
1378.05 |
1704.16 |
1378.05 |
Less: Finance Costs |
938.11 |
996.88 |
938.11 |
996.88 |
Less: Exceptional Item |
0 |
0 |
0 |
0 |
Profit Before Tax (PBT) |
829.62 |
381.17 |
766.05 |
381.17 |
Provision for Tax (Including Deferred Tax) |
202 |
105.58 |
215.95 |
105.58 |
Profit after Tax |
627.62 |
275.59 |
550.10 |
275.59 |
Other Comprehensive Income |
31.78 |
160.87 |
-7.95 |
2.88 |
Total Comprehensive Income for the year |
595.84 |
436.46 |
542.16 |
278.47 |
Profit available for appropriation |
595.84 |
436.46 |
542.16 |
278.47 |
2. PERFORMANCE HIGHLIGHTS:
A. REVENUE
During the year under review company has total revenue of Rs. 22748.42 lakhs as against
the previous year turnover of Rs. 18715.77 lakhs which shows increase of 21.55 %
in comparison with the previous year.
B. OPERATING AND ADMINISTRATIVE EXPENSES
The operating Expenses of Rs. 20772.67 Lakhs during FY 2022-23, as compared to previous
financial year 2021-22 incurred of Rs. 16971.76 lakhs.
C. DEPRECIATION AND AMORTISATION EXPENSES
The depreciation Expenses of Rs. 271.59 Lakhs during FY 2022-23, as compared to
previous financial year 2021-22 incurred of Rs. 365.96 Lacs showing decrease as compared
to previous year.
D. FINANCE COST
The finance cost of Rs. 938.11 Lakhs during FY 2022-23, as compared to previous
financial year 2021-22 incurred of Rs. 996.88 lakhs.
E. TOTAL PROFIT BEFORE AND AFTER TAX FOR THE YEAR
Profit before tax increased by 100.97% as compared to previous year. The net profit
after tax of the company increased by 99.61% with compared to previous year.
F. TRANSFER TO RESERVES
The Board of Directors have decided to retain the entire amount of profit for F.Y.
2022-23 in the Statement of Profit & Loss as at March 31, 2023.
3. SHARE CAPITAL
The authorized share capital of the company is Rs. 11,00,00,000.00 (Rupees Eleven
Crores) divided into 5,50,00,000 (Five Crore Fifty Lakhs) Equity Shares of Rs. 2/- each
and the Paid-up Equity Share Capital of the Company as on March 31, 2023 was LlO.075 crore
comprising of 50378790 equity shares of L2 each. During the year under review, your
Company has neither issued any shares with differential voting rights nor has granted any
stock options or sweat equity. The Company has paid Listing Fees for the financial year
2023-24, to Bombay Stock Exchange, where its equity shares are listed.
Further the board of directors in its meeting held on 28.04.2023 has, inter-alia,
considered and approved the Increase in authorized share capital of the company from
existing Rs11,00,00,000.00 (Rupees Eleven Crores) divided into 5,50,00,000 (Five Crore
Fifty Lakhs) Equity Shares of Rs. 2/- each to Rs.13,00,00,000 (Rupees Thirteen Crore)
divided into 6,50,00,000 (Six Crore Fifty Lakhs) Equity Shares of Rs. 2/- each subject to
approval of members in EGM to be held on 26.05.2023.
4. DIVIDENDS:
The Board of Directors of your company, after considering holistically the relevant
circumstances and keeping in view the Companys dividend track, has decided that it would
be prudent, not to recommend any Dividend for the year under review.
5. MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year and date of this report. There has been
no change in the nature of business of the Company. Further board of directors in its
meeting held on 28.04.2023 has, inter-alia, considered and approved Issue of 50,00,000
convertible warrants on preferential basis to be converted into equal number of equity
shares within a period of 18 months from the date of allotment to promoters of the Company
as detailed hereunder, subject to the approval of the Shareholders of the Company in
upcoming EGM to be held on 26.05.2023 , in terms of the provisions of the Companies Act,
2013, SEBI (Issue of Capital & Disclosure Requirements) Regulation, 2018 and further
amendments and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 as
amended .
6. FIXED DEPOSITS:
During the year under review, your Company has not accepted any fixed deposits within
the meaning of Section 73 of the Companies Act, 2013, read with rules made there under.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. BOARD COMPOSITION
- Mr. Ramesh D. Khichadia (Managing Director),
- Mr. Ritesh R. Khichadia (Whole Time Director),
- Mr. Kaushik Mori (Chief Financial Officer) and
- Mrs. Khyati S. Mehta (company Secretary) are the Whole-time Key Managerial Personnel
of the Company.
- Mr. Gopal D. Khichadia (Non-Executive Director),
- Mr. Harshadray L. Patel (Independent Director)
- Mrs. Anjana P. Paghadar (Independent Director)
- Mr. Prabhulal N. Rabadia (Independent Director)
B. DIRECTOR RETIRING BY ROTATION
Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of
the Company, Mr. RAMESH D. KHICHADIA (DIN: 00087859), retires by rotation at the
ensuing Annual General Meeting and being eligible offers himself for re-appointment. The
Board recommends the re-appointment of Mr. RAMESHBHAI D. KHICHADIA for your
approval. Brief details of the Director, who is proposed to be re-appointed, as required
under Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of Annual
General Meeting.
C. INDEPENDENT DIRECTORS AND THEIR MEETING:
Your Company has received annual declarations from all the Independent Directors of the
Company confirming that they meet with the criteria of Independence provided in Section
149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in
the circumstances, which may affect their status as Independent Director during the year.
Also, your Company has received annual declarations from all the Independent Directors of
the Company confirming that they have already registered their names with the data bank
maintained by the Indian Institute of Corporate Affairs [“MCA”] as prescribed by
the Ministry of Corporate Affairs under the relevant rules and that the online proficiency
self-assessment test as prescribed under the said relevant rules is applicable to them and
they will attempt the said test in due course of time (if applicable) .
Familiarization / Orientation program for Independent Directors:
The Independent Directors attend a Familiarization / Orientation Program on being
inducted into the Board. Further, various other programmes are conducted for the benefit
of Independent Directors to provide periodical updates on regulatory front, industry
developments and any other significant matters of importance. The details of
Familiarization Program are provided in the Corporate Governance Report and is also
available on the Companys Website. https://captainpolyplast.com/images/userFiles/contents/pdf/Policv/familiarization-
programme-for-independent-directors- Captain-Polyplast-Ltd.pdf
8. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to clause (c) of sub-section (3) and subsection (5) of Section 134 of the
Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability,
state the followings: -
A. that in the preparation of the annual financial statement, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any;
B. that such accounting policies have been selected and applied consistently and
judgment and estimates have been made 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, 2023 and of the
profit of the Company for the year ended on that date;
C. that proper and sufficient care has been taken 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. That the annual financial statement has been prepared on a going concern basis;
E. That proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively;
F. That proper system to ensure compliance with the provisions of all applicable laws
including the compliance of applicable Secretarial Standards were in place and were
adequate and operating effectively.
ni i 11 v < i oysium
9. BOARD EVALUATION:
The Board carried out an annual performance evaluation of its own performance and that
of its committees and individual directors as per the formal mechanism for such evaluation
adopted by the Board. The performance evaluation of all the Directors was carried out by
the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent Directors and the Board
as a whole was carried out by the Independent Directors. The exercise of performance
evaluation was carried out through a structured evaluation process covering various
aspects of the Board functioning such as composition of the Board & committees,
experience & competencies, performance of specific duties &obligations,
contribution at the meetings and otherwise, independent judgment, governance issues etc.
10. INTERNAL FINANCIAL CONTROL (IFC) SYSTEM AND THEIR ADEQUACY:
The Company has implemented and evaluated the Internal Financial Controls which provide
a reasonable assurance in respect of providing financial and operational information,
complying with applicable statutes and policies, safeguarding of assets, prevention and
detection of frauds, accuracy and completeness of accounting records. The Internal Audit
Reports were reviewed periodically by Audit Committee as well as by the Board. Further,
the Board annually reviews the effectiveness of the Companys internal control system. The
Directors and Management confirm that the Internal Financial Controls (IFC) is adequate
with respect to the operations of the Company. A report of Auditors pursuant to Section
143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial
Controls is annexed with the Auditors report.
11. RELATED PARTY TRANSACTIONS:
All Related Party Transactions, those were entered into during the Financial Year under
review, were on an arms length basis, and in the ordinary course of business and are in
compliance with the applicable provisions of the Act and the Listing Regulations.
All Related Party Transactions are placed before the Audit Committee for prior
approval. Prior omnibus approval of the Audit Committee is obtained for the transactions
which are repetitive in nature or when the need for these transactions cannot be foreseen
in advance. Further company has obtained approval of shareholders via postal ballot
resolution dated 23.05.2023 for material related party transaction entered with CAPTAIN
PIPES LTD.
None of the transactions entered into with Related Parties fall under the scope of
Section 188(1) of the Act. Details of transactions with Related Parties as required under
Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014
are given in Annexure - B in Form AOC - 2 and forms part of this Report. The
Company has adopted a Policy for dealing with Related Party Transactions. The Policy as
approved by the Board is available at the web link:
https://captainpolvplast.com/images/userFiles/contents/pdf/Policv/policv-for-related-partv-transaction-Captain-Polyplast-Ltd.pdf
12. CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the provisions of the Companies Act, 2013 (“the Act”) and
Ind AS 110 - Consolidated Financial Statement read with Ind AS - 28 Investments in
Associates, the audited consolidated financial statement is provided in the Annual Report.
13. AUDITORS & AUDITORS REPORT:
A. AUDITORS DETAILS
M/S SVK & ASSOCIATES, Chartered Accountants, Ahmadabad the Statutory Auditors
of the Company have been appointed as Statutory Auditors of the Company by the Members of
the Company in 24th AGM till the Conclusion of 29THAnnual General
Meeting of the Company to be held for the financial year 2025-26.
Further during the period under review, M/S SVK & ASSOCIATES, Chartered
Accountants, Ahmadabad the Statutory Auditors of the Company has resigned as a statutory
auditor of the company w.e.f. 13.08.2022.
M/S J C Ranpura & Co, Chartered Accountants, Rajkot has been appointed as a
Statutory Auditors of the Company for F.Y. 2022-23 by board of directors in board meeting
dated 13.08.2022 and has been appointed for five years term for F.Y. 2022-23 to 2026-27
with the approval of the members in AGM held on 30.09.2022 i.e.to hold office from the
conclusion of this 13th Annual General Meeting (AGM) until the conclusion of the 18TH
Annual General Meeting of the Company. M/S J C Ranpura & Co, Chartered Accountants,
Rajkot have confirmed that they are not disqualified from continuing as Statutory Auditors
of the Company for financial year 2022-23.
B. AUDITORS REPORT
In the opinion of the directors, the notes to the accounts in auditors report are
self-explanatory and adequately explained the matters, which are dealt with by the
auditors.
C. COST AUDIT REPORT
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014 the Cost Audit Report is applicable to our Company for the
financial year 2022-23 hence; such audit has been carried out during the year.
D. INTERNAL AUDITOR
Mr. Praful Kathrotia, who are the Internal Auditors have carried out internal audit for
the financial year 2022-23. Their reports were reviewed by the Audit Committee. Further
company has appointed Parin H. Patel - chartered accountant (M.NO.: 119023) as internal
auditor of the company for f.y. 2023-24.
E. SECRETARIAL AUDIT REPORT
A qualified Practicing Company Secretary carries out secretarial audit and provides a
report on the compliance of the applicable Acts, Laws, Rules, Regulations, Guidelines,
Listing Agreement, Standards etc. as stipulated by the provisions of Section 204 of the
Companies Act 2013, read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014. The Secretarial Audit Report forms part of this report as ANNEXURE
A. The findings of the audit have been satisfactory.
F. ANNUAL SECRETARIAL COMPLIANCE REPORT
Annual Secretarial Compliance Report under regulation 24A of SEBI (Listing Obligation
and Disclosure Requirement) Regulation, 2015 (“SEBI LODR”) read with SEBI
Circular dated February 08, 2019 number CIR/CFD/CMDI/27/2019, is availed from A qualified
Practicing Company Secretary and also uploaded on company website at weblink: https://captainpolyplast.com/images/userFiles/contents/pdf/Other-Certificate/annual-secretarial-compliance-report-for-
2022-23-Captain-Polyplast-Ltd.pdf and also submitted to BSE Ltd. Where the equity
shares of company are listed.
14. CORPORATE GOVERNANCE:
The Company is a part of the Captain Group which has established a reputation for
honesty and integrity. We believe that by focusing on Corporate Governance, we practice
the highest standards of ethical and responsible business culture and thereby enhance the
value of all stakeholders. It is a combination of voluntary practices and compliance with
laws and regulations in all areas of its operations and in its interactions with the
stakeholders. It provides direction and control to the affairs of the Company.
Your Company is fully committed to practice sound Corporate Governance and uphold the
highest business standards in conducting business. The Company has always worked towards
building trust with all its stakeholders based on the principles of good corporate
governance. Your Company is guided by a key set of values for all its internal and
external interactions. The Company is open, accessible and consistent with its
communication.
Your Company has been complying with the principles of good Corporate Governance over
the years and is committed to the highest standards of compliance. However, as a good
Corporate Governance Practice the Company has generally complied with the Corporate
Governance requirements and a report on Corporate Governance is annexed as forms part of
this Report as
15. MANAGEMENT DISCUSSION AND ANALYSIS:
As required under SEBI (LODR) Regulations 2015 a detailed report on the Management
discussion and Analysis is provided as a separate section in the Annual Report AS ANNEXURE
C.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Annual Report on Corporate Social Responsibility activities is annexed herewith as ANNEXURE
H. Information on the composition of the Corporate Social Responsibility (CSR)
Committee is provided in the Report on Corporate Governance that forms part of this Annual
Report.
17. DISCLOSURES:
A. NUMBER OF BOARD MEETING
The Board of Directors met 14 (Fourteen) times during the year on 04-05-2022,
16-05-2022, 28-05-2022, 25-08-2022, 0209-2022, 23-09-2022, 18-10-2022,
12-11-2022,30-12-2022,07-02-2023,07-03-2023,16-03-2023,22-03-2023. The details of Board
meetings and the attendance of the Directors are provided in the Corporate Governance
Report which forms part of this Report.
B. COMMITTEES OF BOARD:
Details of various committees constituted by the Board of Directors, as per the
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and the Companies Act, 2013, are given in the Corporate Governance Report and forms part
of this report.
C. EXTRACT OF ANNUAL RETU RN
The details forming part of the extract of the Annual Return in Form MGT-7 are uploaded
on website of company at https://captainpolyplast.com/annual-returns.html under
investor section.
D. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a whistle blower policy and has established the necessary vigil
mechanism for employees and Directors to report concerns about unethical behavior. No
person has been denied access to the Chairman of the Audit Committee. The Vigil Mechanism
Policy has been uploaded on the website of the Company.
E. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of loans, guarantees or investments under Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statement.
F. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Companys plants are running with electricity which are supplied by the Paschim Gujarat
Vij Company Limited. The plants are periodically checked as a measure of periodical
maintenance to minimal break down and energy conservation. The Company has installed the
Wind Turbine and generating electricity for which Company has obtained credit against its
electricity consumption at its factory. The information required under Section 134(3) (m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014,
regarding Conservation of Energy, Technology Absorption, Foreign Exchange Inflow and
Outflow are given in ANNEXURE G to this report.
G. PARTICULARS OF EMPLOYEES PERSONNEL
None of the employees is in receipt of remuneration in excess of the limit laid down
under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014. The information required pursuant to Section 197 of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as
ANNEXURE F and forms part of this Report.
H. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the work place (Prevention, Prohibition and
Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are
covered under this policy. The Company has not received any complaint under this policy
during the year 2022-2023.
I. INSURANCE
All the properties and the insurable interest of the company including building, plants
and machinery and stocks wherever necessary and to the extent required have been
adequately insured.
J. LISTING AND DEMATERIALIZATION
The equity shares of the Company are listed on Bombay Stock Exchange Ltd (BSE). All the
shares of company are in dematerialize form.
K. CERTIFICATION OF STATUS OF DIRECTORS QUALIFICATIONS
Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 CERTIFICATE OF
NON-DISQUALIFICATION OF DIRECTORS annexed to this report as ANNEXURE I.
L. UNCLAIMED DIVIDEND
In the interest of the shareholders, the Company sends periodical reminders to the
shareholders to claim their dividends in order to avoid transfer of dividends/shares to
IEPF Authority. Details regarding unclaimed dividend is provided separately in report.
M. WTD/CFO CERTIFICATION
Certification of WTD/CFO Annexed as ANNEXURE E and forms part of this
Report
18. Reporting of Frauds
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or to the Board as required
under Section 143(12) of the Act and the rules made thereunder.
19. Significant and Material Orders passed by the Regulators or Courts
There are no significant or material orders which were passed by the Regulators or
Courts or Tribunals which impact the going concern status and the Companys Operations in
future.
20. ACKNOWLEDGEMENT:
Your directors place on records their appreciation for assistance and co-operation
received from various Ministries and Department of Government of India and other State
Governments, financial institutions, banks, shareholders of the Company etc. The
management would also like to express great appreciation for the commitment and
contribution of its employees for their committed services. Your directors wish to place
on record their sincere appreciation for the dedicated efforts and consistent contribution
made by the employees at all levels, to ensure that the Company continues to grow and
excel.
Your directors wish to take this opportunity to place on record their gratitude and
sincere appreciation for the timely and valuable assistance and support received from
Bankers, Share Transfer Agents, Auditor, Customers, Suppliers and Regulatory Authorities.
The Board values and appreciates the valuable committed services of the employees towards
performance of your Company, without which it would not have been possible to achieve all
round progress and growth. Your directors are thankful to the shareholders for their
continued patronage.
FOR AND ON BEHALF OF THE BOARD
CHOWK,
DHEBAR ROAD, RAJKOT DATE: 25.05.2023 PLACE: RAJKOT
|
SD/- |
SD/- |
REGISTERED OFFICE: |
MANAGI NG DIRECTOR |
WHOLE TIMEDIRECTOR |
|
RAMESH D. KHICHADIA |
RITESH R. KHICHADIA |
UL25 ROYAL COMPLEX, BHUTKHANA |
DIN:00087859 |
DIN: 07617630 |
+91-9892691696
