To THE MEMBERS
Your Directors present their 77th (Seventy Seventh) Annual
Report on the business and operations of the Company together with the audited accounts
for the financial year ended March 31, 2023. .
FINANCIAL RESULTS:
(Rs. in Lacs)
Particulars |
Financial Year 2022-23 |
Financial Year 2021-22 |
| Revenue from Operation |
93643 |
79831 |
| Other Income |
1118 |
1054 |
| Total Income |
94761 |
80885 |
| Total Expenses |
96911 |
84258 |
Profit before finance cost,
depreciation and tax |
19815 |
6894 |
| Finance cost |
5953 |
6860 |
| Depreciation |
3329 |
3407 |
| Profit before tax |
10533 |
(3373) |
| Tax expense |
3357 |
584.62 |
| Profit after tax |
7176 |
(3957) |
DIVIDEND:
Considering the current business situation and future growth plans,
your Board of Directors decided to conserve financial resources and therefore, did not
recommended any dividend for financial year 2022-23.
FINANCIAL PERFORMANCE:
During the year, the Company acquired PPI (Pharma Packaging
Innovations) division of Bilcare Limited by way of Slump Sale w.e.f. March 27, 2023. The
Financials of the Company included the results of the said PPI division for the current
year and previous year (restated wherever necessary).
On a consolidated basis (i.e. after acquisition of PPI division),
Companys turnover for the year stood at Rs 94761 lacs as compared to Rs. 80885 lacs
in the previous year. The Company earned a profit before tax of Rs. 10533 lacs as compared
to Rs.3373 lacs (loss) in the previous year.
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations relating to
material departures, wherever applicable;
(b) Appropriate accounting policies have been selected and applied
consistently. The accounting estimates made are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as on March 31, 2023 and of the
Profit of the Company for the year ended
March 31, 2023.
(c) Proper and sufficient care have 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.
(d) The annual accounts have been prepared on a going concern basis.
(e) The Company has laid down internal financial controls to be
followed and that such financial controls are adequate and effective; and
(f) The Company has devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and effective.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The following changes have been made to the composition of Board of
Directors of the Company during the year :
There was change in responsibilities of Mr. Robin Banerjee, who
resigned and ceased to be the Managing Director w.e.f. October 19, 2022.
Ms. Ankita J. Kariya was appointed as the Chairperson & Managing
Director of the Company for a period of Five (5) year starting from October 19, 2022 till
October 18, 2027, which was subsequently approved by the Shareholders at the Extra-
Ordinary General Meeting (EOGM) held on March 27, 2023.
Mr. Tanuj Kumar Lodha, Non-Executive Independent Director was appointed
w.e.f. May 03, 2022 and subsequently resigned and ceased to be Director w.e.f. December
28, 2022 due to prior engagement and continuous travel. There is no other material reason
for his resignation other than those provided above.
Mr. Shreyans Bhandari, Non-Executive and Non-Independent Director was
appointed w.e.f. October 19, 2022 and subsequently resigned and ceased to be Director
w.e.f. March 17, 2022 due to pre-occupation. There is no other material reason for his
resignation other than those provided above.
Mr. Sudhir Pendse, Non-Executive Independent Director was appointed
w.e.f. December 12, 2022.
As a consequence of sale of Shares by erstwhile Promoter Group
(Kalpaturu Group), the nominated Non-Executives Non-Independent Director(s) namely
Mr. Narendra Lodha and Mr. Chandrashekhar Joglekar resigned and ceased to be Directors
w.e.f. December 28, 2022. There is no other material reason for their resignation other
than those provided above.
Mr. Bhoumick Vaidya, Non- Executive Independent Director resigned and
ceased to be Director w.e.f. March 31, 2023 due to personal and unavoidable circumstances
as he was not in a position to devote his time to the affairs of the Company. There is no
other material reason for his resignation other than those provided above.
Re-appointment of a Director liable to retire by rotation:
In terms of Section 152 of the Companies Act, 2013, Ms. Ankita J
Kariya, Director is liable to retire by rotation at the ensuing Annual General Meeting and
offer herself for re-appointment.
Changes in Board Composition after the Balance Sheet date
Mr. Somenath Mukherjee was appointed as Whole Time Director of the
Company and designated as Executive Director for a term of 5 (Five) years with effect from
May 29, 2023 and upto May 28, 2028. On August 27, 2023, the Shareholders of the Company,
by way of a special resolution passed through postal ballot, approved the appointment of
Mr. Somenath Mukherjee as an Executive Director for the above-mentioned tenure.
Mr. Avinash Joshi (DIN: 05320116) was appointed as an Independent
Director of the Company for a term of 5 (Five) years with effect from June 12, 2023 and
upto June 11, 2028 on the recommendation of the Nomination & Remuneration Committee
(‘NRC) and the Board of Directors. The Shareholders of the Company on August
27, 2023 by way of a special resolution passed through postal ballot, approved the
appointment of Mr. Avinash Joshi as an Independent Director of the Company for the
above-mentioned tenure.
Independent Director(s) Declaration:
The Independent Directors have submitted their "Declaration of
Independence", as required pursuant to Section 149 (7) of the Companies Act, 2013,
and Listing Regulations, stating that they meet the criteria of independence as provided
therein.
EVALUATION OF THE BOARDS PERFORMANCE:
Pursuant to the provisions of Section 134(3), Section 149(8) and
Schedule IV of the Act read with Listing Regulations, the performance evaluation of all
the Directors and the Board as a whole was conducted based on the criteria and framework
adopted by the Board. Pursuant to Schedule IV of the Companies Act, 2013 and the Rules
made thereunder, a separate meeting of the Independent Directors was held on February 07,
2023 without the attendence of Non-Independent Directors and Company executives. The
Independent Directors discussed matters pertaining to the Companys affairs and
functioning of the Board and presented their views.
CONSERVATION OF ENERGY:
Details relating to the Conservation of Energy and Technology
absorption and foreign exchange earnings and outgoings as required under Section 134 of
the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure
I forming part of the Directors Report.
CORPORATE GOVERNANCE:
In terms of Listing Regulations and Companies Act, 2013, a report on
the Corporate Governance along with a certificate from the Auditors of the Company
regarding compliance of the conditions of Corporate Governance and Management Discussion
and Analysis Report are given in Annexure II and III respectively, to this
report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
In line with companys CSR policy, the company has continued
helping in educating the under-privilledged and economically challenged children. Keeping
this in mind, the company initiated to upgrade facilities and enhance the quality of
education / training of identifiededucational institutions. Accordingly, the company is
involved with three educational institutions through direct participation in their
upliftment as under: i. Dharmveer Anand Dighe Jidd Special School at Thane (Special School
for Specially abled Children) and ii. Daang Seva Mandal Ashram School at Nasik (boarding
and day-scholar school for adivasis and the under priviledged children).
The Annual Report on CSR activities is given in Annexure IV to
this report.
INTERNAL FINANCIAL CONTROL:
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, no reportable material weakness in the
design or operation were observed.
VIGIL MECHANISM:
Under the vigil mechanism of the Company, by way of a whistle blower
Policy, protected disclosure can be made by a whistle blower to the Managing Director. The
Whistle Blower Policy may be accessed on the Companys website at the link: http://
www.caprihansindia.com/corporate policy
SEXUAL HARASSMENT MECHANISM:
The Company has adopted a policy on Prevention of Sexual Harassment at
Workplace and formed a committee to address the complaints in this regard.
The Company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
During the financial year 2022-23, no complaints were received in this
regard.
AUDITORS AND AUDITORS REPORT:
STATUTORY AUDITOR:
At the Seventy-fourth Annual General Meeting (AGM) held on September
30, 2020, M/s. Batliboi & Purohit, Chartered Accountants (Firm Reg.No 101048W), were
appointed as the Statutory Auditors of the Company to hold office for five years, from the
conclusion of the Seventy-fourth AGM until the conclusion of Seventy-ninth AGM of the
Company to be held in the year 2025.
COST AUDITOR:
At the Seventy Sixth Annual General Meeting (AGM) held on August 10,
2022, M/S. Dhananjay V Joshi & Associates, Cost
Accountants (Firm Reg. No 000030), were appointed as Cost Auditors of
the Company, for conducting the audit of cost records of the Companyforthefinancial . year
2022-23
SECRETARIAL AUDITOR:
The Board had appointed M/s DVD & Associates, Practising Company
Secretaries, to carry out Secretarial Audit under the provisons of Section 204 of the
Companies Act, 2013 for the financial year 2022-23.
The Report of the Secretarial Auditor pursuant to Section 204(1) of the
Companies Act, 2013 and the rules made thereunder is given in Annexure VI to this
report.
DISCLOSURES:
a. AUDIT COMMITTEE:
All the recommendations made by the Audit Committee were accepted by
the Board.
b. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
In terms of the provisions of Section 197(12) of the Companies Act
(herein referred as Act), read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Mangerial Personnel) Rules 2014 statement showing the names and other
particulars of the employees drawing rumuneration is excess of the limits set out in the
said rules forms part of the Annual Report.
Disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Act, read with Rules 5(1) of the Companies (Appointment and
Remuneration of Mangerial Personnel) Rules, 2014 also forms part of the Annual Report.
However, as per the provisions of Section 136(1) of Act, the Report and
Accounts are being sent to the Members, excluding the aforesaid information. Any member
interested in obtaining such particulars may inspect the same at the Registered Office of
the Company.
c. EXTRACT OF ANNUAL RETURN:
Draft Annual Return in form MGT 7 has been uploaded on the website of
the Company i.e. www.caprihansindia.com
d. NUMBER OF BOARD MEETINGS:
The Board of Directors met 10 (Ten) times during the year 2022-23. The
details of the Board Meetings and the attendance of the Directors are provided in the
Corporate Governance Report.
e. RELATED PARTY TRANSACTIONS:
The Related party transactions not in the ordinary course of business
are reported in Form AOC-2 as required under provisions of Section 134 of the Companies
Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is given in Annexure
V to this report.
The related party transaction policy is available on the Companys
website at the link: http://www.caprihansindia. com/corporatepolicy
The disclosure relating to the transaction with related parties are
mentioned in Note No. 33 to the notes on financial statement.
f. PARTICULARS OF LOAN GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED:
Particulars of loan given are provided in the Note No 6, 7 & 16A to
the notes on financial statements.
INDUSTRIAL RELATIONS:
The industrial relations remained cordial during the year.
ACKNOWLEDGEMENT:
The Board wishes to place on record its appreciation of the services
rendered by the employees of the Company. The Board also wishes to thank the Bankers for
their continued cooperation and assistance extended by them.
On behalf of the Board of Directors Ankita J. Kariya Chairperson &
Managing Director Place: Mumbai Siddharth S. Shetye Director Place: Mumbai
Dated: August 31, 2023
+91-9892691696
