caprolactam chem Directors report

To the Members of the Company,

Your Directors have pleasure in presenting the 34th Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March, 2023. The financial results of the Company are summarized below:

FINANCIAL HIGHLIGHTS AND OPERATIONS:

	(Amount in Lacs)	(Amount in Lacs)
Particulars	31st March, 2023	31st March, 2022
hrofit / Loss (before interest,	469.122	(16.286)
epreciation and tax)
Less: Interest	56.807	27.644
Less: Depreciation	115.267	103.471
Profit /Loss before Tax	297.048	(147.401)
Less: Loss on obsolence/ damage to
Plant/ assets	-	-
Less: Current Tax	41.803	-
Less: Deferred Tax	0.395	(19.188)
Profit /Loss After Tax	254.850	(128.213)

The financial performance of the Company was satisfactory and the Company continues to focus on its initiatives to improve profitability through productivity improvement and cost optimization. DIVIDEND:

Considering future requirement of the funds, your directors think it prudent not to recommend any dividend for the financial year 2022-23.

SHARE CAPITAL:

The paid-up Equity share capital of the Company as on 315t March, 2023 was Rs. 4,60,00,000/ - (Rupees Four Crore Sixty Lakhs only).

There is no change in the paid-up capital during the year under review.

AMOUNT TO BE CARRIED TO RESERVES:

Your Directors do not propose any amount to be transferred to the General Reserves of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as stipulated under SEBI {Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report. CORPORATE GOVENRANCE REPORT:

The compliance with the Corporate Governance provisions as specified in regulations 17 to 27 and Clause (b) to (i) of Sub- regulation (2) of regulation 46 and para-C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is not applicable to your Company. Accordingly, the information required under said clauses are not furnished hereafter.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS/SWEAT EQUITY SHARES/ EMPLOYEE STOCK OPTION SCHEME: At the beginning of the year, there were no Equity shares with differential voting rights or sweat equity shares or employee stock option scheme outstanding. During the year, the Company has not issued any equity shares with differential voting rights or sweat equity shares or shares under employee stock option scheme. Hence, disclosures regarding the same are not required to be given.

KEY MANAGERIAL PERSONNEL

During the year under review, the following officials/ employees were the ‘Key Managerial Personnel” of the Company:

a) Ms. Zaver Shankarlal Bhanushali Managing Director; b) Mr. Siddharth Shankarlal Bhanushali Chief Financial Officer.

b) Ms. Dolly Shah - Company Secretary and Compliance Officer.

DIRECTORS:

The Board of Directors was duly constituted and consisted of the following Directors:

Name of the Director	Designation
Ms. Zaver Shankarlal Bhanushali	Managing Director
Mr. Siddharth Shankarlal Bhanushali	Whole-Time Director
Mr. Rajesh Purshottam Mange	Independent Director
Mr. Vikram Popat Adagale	Independent Director
Ms. Poonam Bhavin Bhanushali	Independent Director

All the Independent Directors of your Company have already furnished the required declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

Inthe opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management. COMMITTEES OF THE BOARD: The Board has constituted the following committees of Directors: I) Audit Committee II) Nomination and Remuneration Committee III) Stakeholders Relationship Committee

L AUDIT COMMITTEE:

a. Composition:

The Audit Committee comprises of three Directors namely:

Name of the Director	Category
Mr. Vikram P. Adagale	Chairman
Mr. Rajesh P. Mange	Member
Ms. Poonam Bhavin Bhanushali	Member

b. Terms of reference:

Apart from all the matters provided in SEBI Listing Regulations and section 177 of the Companies Act, 2013, the Audit committee shall also perform the following functions:

(a) Review of the Companys financial reporting process and financial statements. (b) Review of accounting and financial policies and practices.

(c) Review of Internal control systems and Management discussion and analysis of financial condition (d) Discussion with Statutory/Internal Auditors on any significant findings and follow-up thereon. (e) Reviewing the Companys financial and risk management policies.

c. Audit committee Meetings and Attendance:

The Committee has met 5 times during the financial year ended 31st March 2023 i.e. on 6th May, 2022; 30th May, 2022; 13% August, 2022; 14? November, 2022 and 14% February, 2023. Details of attendance of each Director at the Audit Committee Meetings are given below:

Name of the Director	Position	Meeting attendance
Mr. Vikram P. Adagale	Chairman	5
Ms. Poonam Bhavin Bhanushali	Member	5
Mr. Rajesh P. Mange	Member	5

II. NOMINATION AND REMUNERATION COMMITTEE: a. Composition and attendance:

As on the date of this report Nomination and Remuneration Committee comprised of three Non-Executive Directors, namely Mr. Vikram P. Adagale (Chairman of the Committee), Ms. Poonam Bhavin Bhanushali and Mr. Rajesh P. Mange as members of the Committee.

During the financial year, the committee met 1 time i.e. on 30th May, 2022. Details of attendance of each Director at the Audit Committee Meetings are given below:

Name of the Director	Position	Meeting attendance
Mr. Vikram P. Adagale	Chairman
Ms. Poonam Bhavin Bhanushali	Member
Mr. Rajesh P. Mange	Member

b. Terms of Reference:

The broad terms of reference of the committee are to appraise the performance of Managing Director and Whole time directors, determine and recommend to the Board the compensation payable to Managing Director and whole time directors. The remuneration policy of the Company is based on review of achievements. The remuneration policy is in consonance with the existing industry practice.

c.. Remuneration Policy:

Subject to the approval of the Board of Directors and subsequent approval by the members at the General Meeting and such authorities as the case may be, remuneration of Managing Director and Whole-time Directors, is fixed by the Nomination & Remuneration Committee. The remuneration is decided by the Nomination & Remuneration Committee taking into consideration various factors such as qualifications, experience, expertise, prevailing remuneration in the competitive industries, financial position of the Company etc.

d. Remuneration to Directors:

The details of remuneration for the year ended March 31, 2023 paid to the Executive/Non- Executive Directors are as follows:

	Designation	Remuneration
Ms. Zaver S. Bhanushali	Chairman & Managing Director	INR 420000.00
Mr. Siddharth S. Bhanushali	Whole-time Director	INR 420000.00

The Company has paid sitting fees of Rs. 2,000/- per meeting to Non-Executive Directors during the financial year 2022-23.

II. STAKEHOLDERS RELATIONSHIP COMMITTEE:

a. Composition and attendance:

The present Stakeholders Relationship Committee comprised of Executive and Non-Executive Directors, namely Mr. Rajesh Purshottam Mange (Chairman of the Committee), Mr. Vikram P. Adagale, Ms. Zaver Shankarlal Bhanushali and Mr. Siddharth S. Bhanushali as a member of the Committee.

The Committee has been empowered to look into all shareholders grievances periodically and take necessary actions.

Further, there were no complaints pending to be redressed during the year under review.

b. Terms of Reference:

The Stakeholders Relationship Committee to look into redress of Investors Complaints and requests such as delay in transfer of shares, non-receipt of Dividend, Annual Report, revalidation of Dividend warrants etc.,

The committee deals with various matters relating to: a) Transfer / transmission of shares b) Issue of Share certificate in lieu of lost, sub-divided, consolidated, rematerialized or defaced certificates.

• Consolidation / splitting of folios d) Review of shares dematerialized and all other related matters e) Investors grievance and redressal mechanism and recommend measures to improve the level of investors services.

• Meeting of Independent Directors

During the year under review, meeting of Independent Directors was held on 6th February, 2023 to review the performance of the Board as a whole and Chairman on parameters of effectiveness and to assess the quality, quantity and timeliness of flow of information between the management and the Board.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

On their appointment, Independent Directors are familiarized about the Companys business and operations. Interactions with senior executives are facilitated to gather insight specific to the Companys operations. Detailed presentations are made available to apprise about Companys history, of their duties and responsibilities, rights, process of appointment and evaluation, compensation, Board and Committee procedures and expectation of various stakeholders. The details of familiarization programmes as above are also disclosed on the website of the Company at the link: http://caparolactam.co.in.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013 with respect to Directors” Responsibilities Statement, it is hereby confirmed: (a) that in the preparation of the annual accounts for the financial year ended 318t March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period; (c) that the Directors have 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; and (d) that the Directors have prepared the accounts for the financial year ended 315t March, 2023 on a ‘going concern ‘basis. (e) that 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) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES:

The Company has not appointed any employee(s) who is in receipt of remuneration exceeding the limits specified under Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”), is required to be the part of this Boards Report and to be sent to the Members of the Company along with the Board Report.

However, having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining the said information may write to the Company Secretary. Upon such request the information shall be furnished.

DEPOSIT:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 7 (Seven) times during the financial year and the intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. The dates on which the meetings were held 6th May, 2022; 30th May, 2022; 13th August, 2022; 314 September, 2022, 29th September, 2022, 14th November, 2022, and 14t February, 2023.

The names of members of the Board and their attendance at the Board Meetings are as under:

Name of Directors	Number of Meetings Meetings held during the	attended/Tota F.Y. 2022-23
Zaver S. Bhanushali	7/7
Siddharth S. Bhanushali	7/7
Vikram P. Adagale	7/7
Poonam Bhanushali	7/7
Rajesh P. Mange	7/7

VIGIL MECHANISM:

In accordance with Section 177 of the Act and the Listing Regulations, the Company has formulated a Vigil Mechanism to address the genuine concerns, if any. The policy can be accessed on the Companys website www.caprolactam.in RISK MANAGEMENT POLICY: During the year the Company reviewed and strengthened its risk management policy and the risk management framework which ensures that the Company is able to carry out identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

PERFORMANCE EVALUATION OF DIRECTORS, BOARD AND COMMITTEES:

A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was led by Nomination & Remuneration Committee, the evaluation was done using individual interviews covering amongst other vision, strategy and role clarity of the Board. Board dynamic and processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.

As part of the evaluation process the performance of non-independent Directors, the Chairman and the Board was done by the Independent Directors. The performance evaluation of the respective Committees and that of independent and non-independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been enclosed separately as Annexure A to this Report The Nomination and Remuneration Policy of the Company is also posted on the website of the Company under Investors Section.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company does not have any obligation to fulfill under corporate social responsibility as none of the criteria are applicable to the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review there is no change in the nature of Business of the Company. DETAILS OF CHANGE IN DIRECTOR/KEY MANAGERIAL PERSONS: There is no change in Director during the year.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has proper and adequate system of internal controls to ensure that all the assets are safeguarded and protected against losses from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly. The Company has an effective system in place for achieving efficiency in operations, optimum and effective utilization of resources, monitoring thereof and compliance with applicable laws. The auditors have also expressed their satisfaction on the adequacy of the internal control systems incorporated by your company.

CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were onan arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with the related parties and/or Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. None of the Directors have any pecuniary relationship or transactions vis-a-vis the Company other than sitting fees and reimbursement of expenses incurred, if any, for attending the Board meeting,

The Related Party Transactions are placed before the Audit Committee for review and approval as per the terms of the Policy for dealing with Related Parties. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for transactions which are foreseen and of repetitive nature. The statement containing the nature and value of the transactions entered into during the quarter is presented at every subsequent Audit Committee meeting by the CFO for the review and approval by the Committee. Further, transactions proposed in subsequent quarter are also presented. Besides, the Related Party Transactions are also reviewed by the Board on an annual basis. The details of the Related Party Transactions are provided in the accompanying financial statements. There are no contracts or arrangements entered into with Related Parties during the year ended 31st March, 2023 to be reported under section 188(1) of the Companies Act, 2013.The policy on dealing with Related Parties as approved by the Board is uploaded and is available on the Companys website at the following link http:/ /caparolactam.co.in

SUBSIDIARY AND ASSOCIATES COMPANIES:

The Company does not have any Subsidiary or Associate Company.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Act and the Companies {Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had appointed M/s Alpi Nehra and Associates, Mumbai, a firm of Company Secretaries in-practice to undertake the Secretarial Audit of the Company for the financial year 2022-23. In this regard, the Report submitted by the Secretarial Auditor is annexed as Annexure C. Your Directors are pleased to inform that the report from the Secretarial Auditors does not contain any qualifications or negative remarks. SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (S5-1) and Secretarial Standard on General Meetings (SS-2).

AUDITORS:

M/s. Pulindra Patel & Co., Chartered Accountant (Firm Registration No.: -115187W) were appointed as the statutory Auditors” of your Company for the financial year 2022-23 and according they have audited the accounts of the Company.

INTERNAL AUDITOR:

M/s Shrey Pandey & Associates., Chartered Accountant (Firm Registration No.: - 149221W) were appointed as the Internal Auditors of your Company for the financial year 2022-23.

AUDITORS REPORT:

The observations and comments given by the Statutory Auditors in their report read together with notes on financial statements are self-explanatory and hence does not require any further comments in terms of Section 134 of the Act.

LISTING OF SECURITIES IN STOCK EXCHANGES:

The Companys Equity Shares are presently listed on Bombay Stock Exchange Limited.

PARTICULARS OF FRAUDS REPORTED BY THE AUDITORS:

In terms of Section 143(12) of the Act, M/s. Pulindra Patel & Co, Chartered Accountants, the Statutory Auditors of the Company have not reported any instance of fraud having taken place during the year under review, in their Audit Report.

ANNUAL RETURN:

The Annual Return as required under Section 92 and Section 134 the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Companys website http://caparolactam.co.in

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The related information is provided in “ Annexure D,” which is attached to this report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with setting up of an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants and the ICC, whilst dealing with issues related to sexual harassment at the work place. All women employees (permanent, temporary, contractual and trainees) are covered under this policy. The Company has not received any complaints during the year.

ACKNOWLEDGEMENT:

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.