Caprihans India Ltd Directors Report.

To THE MEMBERS

Your Directors present their Seventy Third Annual Report on the business and operations of the Company together with the audited accounts for the year ended 31st March, 2019.

1. FINANCIAL RESULTS:
Year ended 31st March, 2019 Year ended 31st March, 2018
(Rs. in Lacs) (Rs. in Lacs)
Profit before finance cost, depreciation and tax 865.53 972.60
Finance cost 68.84 50.21
Depreciation 335.25 338.01
Profit before tax 461.44 584.38
Tax expense 95.27 170.33
Profit after tax 366.17 414.05
Other Comprehensive Income/(Expense)-Net of tax (0.54) 10.56
Total Comprehensive Income -Net of Tax 365.63 424.61
Balance from last year 4329.58 4172.48
P&L Balance available for appropriation 4695.21 4597.09
Appropriations (In F.Y. 2019-20 and 2018-19 – As per Ind AS)
Proposed Dividend 98.50 197.01
Tax on Dividend 20.25 40.50
Transfer to General Reserve 15.00 30.00
Carried forward to Balance sheet 4561.46 4329.58
Total 4695.21 4597.09

2. DIVIDEND:

The Directors are pleased to recommend payment of dividend @ 7.5% on the Equity Share Capital (Rs. 0.75 per share of the value of Rs. 10/- each) for the year ended 31st March, 2019.

3. PERFORMANCE:

a) The Companys turnover for the year amounted to Rs. 269 crores as compared to Rs. 255 crores in the previous year. The Company earned a profit before tax of Rs. 4.6 crores as compared to Rs. 5.8 crores in the previous year.

b) Cost pressure due to raw material price increase resulted in lower profits. However, on the positive front, there has been some softening of raw material prices during the later part of the financial year.

c) An all India transporters strike which took place in July 2018 affected movement of goods. A major impact was incurrence of demurrage charges at the ports on imported consignments. The sudden declaration of the strike resulted in some unforseen costs.

4. 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 31st March, 2019 and of the Profit of the Company for the year ended 31st March, 2019.

(c) 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.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Re-appointment of Director liable to retire by rotation:

In terms of Section 152 of the Companies Act, 2013, Mr. Narendra S. Lodha, Director is liable to retire by rotation at the ensuing Annual General Meeting and offer himself for re-appointment.

Other information pertaining to Mr. Narendra S. Lodha is provided in Corporate Governance Report annexed as Annexure IIA to this Report.

Resignation of Director:

Mr. Mohan H. Bhandari resigned from the Boardof Directors w.e.f. 14th December 2018. The Board expressed and took on record its deep appreciation of the services rendered by Mr. Mohan H. Bhandari during his tenure as a Director of the Company.

Appointment of Director:

In terms of Section 161 of the Companies Act, 2013, Mrs. Ankita J. Kariya was appointed as an Additional Director of the Company effective 14th December, 2018, in the category "Promoter Non-Executive and Non-Independent" and she holds office upto the date of ensuing Annual General Meeting of the Company Other information pertaining to Mrs. Ankita J. Kariya is providedin Corporate Governance Report annexed as Annexure – II A to this Report.

Necessary resolution seeking your approval for the appointment of Mrs. Ankita J. Kariya as "Promoter Non-Executive and Non Independent Director" will be set out in the Notice convening the forthcoming Annual General Meeting.

Re-appointment of Independent Director:

The existing 5(five) years term of the following independent Directors of the Company will expire on 25th September 2019and can be renewed fora further term of 5 (five) consecutive years subject to approval of the members of the Company by passing special resolution

• Ms. Anjali Seth

• Mr. Bhoumick S. Vaidya

• Mr. K.V. Mani

• Mr. Siddharth S. Shetye

• Mr. Nitin K. Joshi

Necessary resolutions seeking your approval for the re-appointment of Independent Directors and other information will be set out in the Notice convening the forthcoming Annual General Meeting of the Company.

Independent Director(s) Declaration:

The Independent Directors have submitted the 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.

6. 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 8th February, 2019 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.

7. 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.

8. 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.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In line with companys CSR policy, the company is helping in educating the under-priviledged and economically challenged children. Keeping this in mind, the company is attempting to upgrade facilities and enhance the quality of education / training of identified educational institutions. Accordingly, the company is involved with 3 educational institutions through direct participation in their upliftment as under:

(i) Municipal School in Nasik (co-education municipal school for economically backwardchildren);

(ii) Dharmveer Anand Dighe Jidd Special School at Thane (special school for physically handicapped and mentally challenged children), and

(iii) 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.

10. 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.

11. 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/corporatepolicy

12. SEXUAL HARASSMENT MECHANISM:

The Company has adopted a policy on Prevention of Sexual Harassment atWorkplace and formed a committee to address the complaints in this regard in a time bound manner.

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 2018-19, no complaints were received in this regard.

13. AUDITORS AND AUDITORS REPORT: STATUTORY AUDITOR:

Atthe Sixty-ninth Annual General Meeting (AGM) held on 28th September, 2015, M/S. S R B C & Co. LLP, Chartered Accountants (Firm Reg.No 324982E), were appointed as the Statutory Auditors of the Company to hold office for five years, from the conclusion of the Sixty-ninth AGM until the conclusion of Seventy-fourth AGM of the Company to be held in the year 2020.

The amounts mentioned in the observations of the Statutory Auditors in Annexure 1 to their report dated 16th May, 2019 (Refer Serial Nos iii(c) and xiii) regarding related party transactions are adequately provided in the books of accounts.

COST AUDITOR:

At the Seventy Second Annual General Meeting (AGM) held on 20th September, 2018, 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 Company for the financial year 2018-19.

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 2018-19.

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 V to this report.

14. DISCLOSURES:

(a) AUDIT COMMITTEE:

The Audit Committee comprises of Mr. Siddharth S. Shetye (Chairman), Mr. K.V. Mani and Mr. Bhoumick S. Vaidya as members. 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 the 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:

The details forming part of the extract of the annual return is available on the Companys website www.caprihansindia.com.

(d) NUMBER OF BOARD MEETINGS:

The Board of Directors met 5 (five) times in the year 2018-19. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

(e) RELATED PARTY TRANSACTIONS:

All the related party transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis and are in compliance with the applicable provisions of the Act and the Listing Regulations. All the related party transactions are presented to the Audit Committee for their recommedations to the Board.

The Related Party Transaction Policy is available on the Companys website at the link: http://www.caprihansindia.com/corporatepolicy

The disclsoure 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 to the notes on financial statements.

15. INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year.

16. 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 the co-operation and assistance extended by them.

On behalf of the Board of Directors
ROBIN BANERJEE
Managing Director
Place : Pune SIDDHARTH S. SHETYE
Dated : 16th May, 2019 Director