Your Directors have pleasure in presenting the 14th 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 (Lis ng Obliga ons and Disclosure Requirements) Regulations, 2015 (“Lis_ng Regulations”) and provisions of the Companies Act, 2013 (“Act”).
The Financial highlight is depicted below:
(Rs. in Lakhs)
|Year Ended on 31-03-2023
|Year Ended on 31-03-2022
|Revenue from opera ons
|Opera ng and Administra ve expenses
Opera ng Pro t Before Finance Costs, Depreciation And Tax
|Less: Depreciation and Amor za on expenses
Pro t before nance costs, excep onal items, tax and De tax adjustable in/(recoverable from) future tari
|Less: Finance Costs
|Less: Excep onal Item
|Add: Extraordinary Items
Pro t Before Tax (PBT)
|Provision for Tax (Including Deferred Tax)
Pro t aer Tax
|Other Comprehensive Income
2. Performance Highlights :
A. During the year under review company has total revenue of Rs.8584.44 lakhs as against the previous year turnover of Rs. 8298.10 lakhs which shows increase of 3.45% in comparison with the previous year. Pro t before tax decreased in compare to previous year , as there was extra ordinary item in previous year profit , which is not in current year . The net profit aer tax of the company is also decreased as compared to previous year . If we compare the PAT without considering extra ordinary items of previous year then there is increase of 160.39% in PAT in f.y. 2022-23
B. Opera ng And Administra ve Expenses
The opera ng Expenses of Rs. 8150.31 Lakhs during FY 2022-23, as compared to previous financial year 2021-22 incurred of Rs. 7997.28 Lakhs
C. Depreciation And Amor za on Expenses
The deprecia on Expenses of Rs. 97.94 Lakhs during FY 2022-23, as compared to previous financial year 2021-22 incurred of Rs. 91.21 lakhs
D. Finance Cost
The nance cost of Rs.86.97 Lakhs during FY 2022-23, as compared to previous financial year incurred of Rs. 113.63 Lakhs which shows decrease as compared to previous year.
E. Total Pro t Aer Tax For The Year
The net profit aer tax of the company for f.y. 2022-23 is Rs.181.41 lakhs as compared to previous year f.y. 2021-22 is Rs. 513.16 lakhs shows decrease with compared to previous year. Pro t aer tax decreased in compare to previous year , as there was extra ordinary item in previous year profit , which is not in current year. If we compare the PAT without considering extra ordinary items of previous year then there is increase of 160.39% in PAT in f.y. 2022-23
F. Transfer To Reserves
The Board of Directors have decided to retain the en re amount of profit for financial year 2022-23 in the Statement of Pro t & Loss as at March 31, 2023.out of that Rs.501.56 lakhs has been capitalised for issue of bonus shares.
3. Share Capital :
During the year under review, you company has increase authorized capital from Rs. 6,00,00,000/- (Rupees Six Crore only), divided into 6000000 (Sixty Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 16,00,00,000/- (Rupees sixteen Crore only), divided into 16,0000,000 (sixteen crore) Equity Shares of Rs. 1/- (Rupees One ) each with
the approval of members in EGM held on 23 February, 2023.
The Paid-up Equity Share Capital of the Company as on March 31, 2023 was Rs. 13,94,56,800/- comprising of 139456800 equity shares of 1/- each. During the year under review, your Company has Sub divided equity shares of the company from Face value of Rs. 10/- each to Face Value of Rs.1/-each as on record date 03 March, 2023 with RD approval of members in EGM held on 23 February, 2023 and aer Sub Division of Shares, issue of Bonus Shares in the ra o of 2:1 i.e. 2 (Two) fully paid up Equity Shares for every 1 (One) Equity Shares held on record date i.e. 03 March, 2023 with approval of members in EGM held on 23 February, 2023.
During the year under review, your Company has neither issued any shares with differen al vo ng rights nor has granted any stock op ons or sweat equity. The Company has paid Lisbng Fees for the financial year 2023-24, to Bombay Stock Exchange, where its equity shares are listed.
In accordance with the provisions of ICDR Regulations, the Board of Directors of the Company in its mee;ng held on March 20, 2022, has considered, approved and alloed on preferen al basis 10,00,000 conver ble Warrants at an issue price of Rs. 67/- per warrant in terms of the special resoluoon passed by the shareholders of the Company at the EGM held on MARCH 05, 2022. The Warrants shall be converted into equal number of equity shares of face value of Rs. 10/- each at any me before eighteen months from the date of allotment. The allotment is made to Promoter and Non Promoter group from whom upfront payment of 25 % of issue price of conver ble warrants i.e Rs.16.75/- per warrant is received.
During the F.Y. 2022-23 Mrs. Bhar-ben Hiteshbhai Gaudani having 1,00,000 Warrant and Mr. Kirtan vithalbhai Dobariva having 50,000 warrant, have converted their warrant into equity shares of the company on 15.09.2022 aer payment of the 75% of issue price of conver ble warrants i.e. Rs. 50.25/- per warrant.
During the F.Y. 2022-23 Mr. Rameshbhai Devarajbhai Khichadia having 3,00,000 Warrant alloed , has converted 2,40,000 warrant into equity shares of the company on 28.09.2022 aer payment of the 75% of issue price of conver ble warrants i.e. Rs. 50.25/- per warrant.
During the F.Y. 2022-23 Ms. Ami Darshan Karia having 1,00,000 Warrant, has converted all warrants into equity shares of the company on 15.09.2022 aer payment of the 75% of issue price of conver ble warrants i.e. Rs. 50.25/- per warrant.
4. Dividends :
The Board of Directors of your company, aer considering holistcally the relevant circumstances and keeping in view the Companys performance , has decided not to recommend any Dividend for the year under review.
5. Material Changes And Commitments :
There are no material changes and commitments a ec ng the financial posi on of the Company between the end of financial year of the company and the date of this report. Aer the closure of financial year 2022-23, your company has inimated process of migra on of equity shares of the company from BSE SME (SME pla&127;orm of BSE) to the main board of BSE and NSE with the approval of members of company through Postal Ballot resoluoon dated 19.04.2023. Company has applied for in principle approval for migra on from BSE SME (SME pla&127;orm of BSE) to the main board of BSE and awaited for In-Principle approval of the BSE. The agenda of migra on to main board of NSE is not taken in process.
6. Fixed Deposits :
During the year under review, your Company has not accepted any xed deposits within the meaning of Sec;on 73 of the Companies Act, 2013, read with rules made there under.
7. Directors And Key Managerial Personnel : A. Board Composi on
Mr. Gopal D. Khichadia (Managing Director),
Mr. Kan lal M. Gedia (Whole Time Director),
Mr. Chandrakant J. Gadhiya (Chief Financial Officer) and
MRS. KHUSHBU KALPIT SHAH (upto 13.08.2022)
MS. SHWETA RAKESHSINGH CHAUHAN (w.e.f. 13.08.2022)
B. Director Re;ring By Rota on
Pursuant to the requirements of the Companies Act, 2013 and Ar cles of Associa on of the Company,
Mr. KANTILAL MANILAL GEDIA (DIN: 00127949), re;res by rota on at the ensuing Annual General Mee ng and being eligible offers himself for re-appointment. The Board recommends the re-appointment of Mr. KANTILAL
MANILAL GEDIA (DIN: 00127949) for your approval. Brief details of the Director, who is proposed to be reappointed, as required under Regulation 36 of the SEBI Lisbng Regulations, are provided in the No ce of Annual General Mee ng.
C. Independent Directors And Their Mee ng :
Your Company has received annual declara ons from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Sec;on 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of the SEBI (Lis ng Obliga ons 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 declara ons from all the Independent Directors of the Company confirming that they have already registered their names with the data bank maintained by the Indian Ins tute of Corporate A airs [“IICA”] as prescribed by the Ministry of Corporate A airs under the relevant rules and that the online pro ciency self-assessment test as prescribed under the said relevant rules is applicable to them and they will aemp t the said test in due course of _me (if applicable).
Familiariza on / Orienta on program for Independent Directors:
The Independent Directors aend a Familiariza on / Orienta on Program 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 maers of importance. The details of Familiariza on Program are provided in the Corporate Governance Report.
8. Directors Responsibility Statement :
Pursuant to clause (c) of sub-secJon (3) and subsec on (5) of Sec;on 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 prepara on of the annual financial statement, the applicable accoun ng standards have been followed along with proper explana on rela ng to material departures, if any;
B. that such accoun ng policies have been selected and applied consistently and judgment and es mates have been made that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company as at March 31, 2023 and of the loss of the Company for the year ended on that date;
C. that proper and sufficient care has been taken for the maintenance of adequate accoun ng records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preven ng and detec:ng fraud and other irregularites;
D. That the annual financial statement have 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 opera ng e ec vely;
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 opera ng e ec vely.
9. Board Evalua on :
The Board carried out an annual performance evalua on of its own performance and that of its commiees and individual directors as per the formal mechanism for such evalua on adopted by the Board. The performance evalua on of all the Directors was carried out by the Nomina on and Remunera on Commiee.
The performance evalua on of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evalua on was carried out through a structured evalua on process covering various aspects of the Board func oning such as composi on of the Board & commiees, experience & competencies, performance of specific duties &obliga ons, contribubon at the mee;ngs 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 opera onal informa-on, complying with applicable statutes and policies, safeguarding of assets, preven on and detec:on of frauds, accuracy and completeness of accoun ng records. The Internal Audit Reports were reviewed periodically by Audit Commiee as well as by the Board. Further, the Board annually reviews the e ec veness of the Companys internal control system. The Directors and Management con rm that the Internal Financial Controls (IFC) is adequate with respect to the opera ons of the Company. A report of Auditors pursuant to Sec;on 143(3) (i) of the Companies Act, 2013 cer fying the adequacy of Internal Financial Controls is annexed with the Auditors report.
11. Related Party Transacvons :
During Financial Year 2022-23, all contracts/arrangements/transacvons entered into by the Company with related par-es under Sec;on 188(1) of the Act were in the ordinary course of business and on an arms length basis. The Company has entered into material contracts or arrangements or transacvons with related par-es in accordance with Sec;on 188 of the Act read with the Companies (Mee ngs of Board and its Powers) Rules, 2014.
There was materially significant Related Party Transacvons made by the Company during the year that would have required shareholders approval under the Lisbng Regulations.:
As Company Is Listed On Bse Sme Pla&127;orm, It Is Not Required To Get Prior Shareholders Approval For Material Related Party Transacvon.
The Related Party Transacvons are placed before the Audit Commiee for prior approval, as required under the Act and Lisbng regula ons. A statement of all Related Party Transacvons is placed before the Audit Commiee for its review on a quarterly basis, specifying the nature and value of the transacvons.
Particulars of contracts or arrangements with related par-es referred to in Sec;on 188(1) of the Act and in compliance with the Lis ng Regulations, is enclosed to this report as ANNEXURE B.
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 should be provided in the Annual Report. NOT APPLICABLE.
13. Auditors & Auditors Report :
A. Auditors Details
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 mee;ng dated 13.08.2022 and has been appointed for ve 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 o ce from the conclusion of this 13 Annual General Mee ng (AGM) un l the conclusion of the 18TH Annual General Mee ng of the Company. M/S J C Ranpura & Co, Chartered Accountants, Rajkot have con rmed that they are not disqualified from con nuing 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 maers, which are dealt with by the auditors.
C. Cost Audit Report
Pursuant to Sec;on 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is not mandatorily applicable to our Company for the financial year 2022-23 hence; no such audit has been carried out during the year.
D. Internal Auditor
Mr. Parin H. Patel chartered accountant, Rajkot, who are the Internal Auditors have carried out internal audit for the financial year 2022-23. Their reports were reviewed by the Audit Commiee.
E. Secretarial Audit Report
A qualified Prac cing Company Secretary carries out secretarial audit and provides a report on the compliance of the applicable Acts, Laws, Rules, Regulations, Guidelines, Lisbng Agreement, Standards etc. as svpulated by the provisions of Sec;on 204 of the Companies Act 2013, read with the Companies (Appointment and Remunera on of Managerial Personnel) Rules 2014. The Secretarial Audit Report forms part of this report as ANNEXURE - A. The findings of the audit have been sa sfactory.
F. Annual Secretarial Compliance Report
Annual Secretarial Compliance Report under regula on 24A of SEBI (Lis ng Obliga on and Disclosure Requirement) Regulation, 2015 (“SEBI LODR”) read with SEBI Circular dated February 08, 2019 number CIR/CFD/CMDI/27/2019, is not applicable to Your Company.
Further we would like to clarify that the Company is claiming exemp on under regula on 15(2) of SEBI LODR as the Companys equity shares are listed on SME Pla&127;orm of BSE LIMITED. As per regula on 15(2) of SEBI LODR, inter alia, the compliance with the provisions as specified in regula on 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clause (b) to (i) of sub regula on (2) of regula on 46 and Para C, D and E of Schedule V shall not apply in respect of the listed en ty which has listed its specified securi es on the SME Exchange.
14. Corporate Governance :
Your Company has been complying with the principles of good Corporate Governance over the years and is commied to the highest standards of compliance. Pursuant to the Lisbng Agreement read with Regulation 15(2) of the SEBI
(LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regula ons 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C , D and E of Schedule V shall not apply the Company. However, as a good Corporate Governance Prac ce 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 required under SEBI (LODR) Regulations 2015 the Management Discussion and Analysis Report is annexed as part of this Report as
15. Management Discussion And Analysis :
A detailed report on the Management discussion and Analysis is provided as a separate sec;on in the Annual Report AS ANNEXURE C.
16. Corporate Social Responsibility (CSR) :
Company has generally taken corporate social responsibility inima ves. However, upto the present financial of F.Y. 2022-23 the company does not mandate the implementa on of corporate social responsibility activities pursuant to the provisions of Sec;on 135 and Schedule VII of the Companies Act, 2013 but for good inima ve company has spent Rs. 1.31/- Lakhs during F.Y. 2022-23.
A. Number Of Board Mee ng
The Board of Directors met 13 (THIRTEEN) mes during the year under review. The details of Board mee;ngs and the aendanc e of the Directors are provided in the Corporate Governance Report which forms part of this Report.
B. Commiees Of Board
Details of various commiees consmtuted by the Board of Directors, as per the provisions of the SEBI (Lis ng Obliga ons 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 Return
The details forming part of the extract of the Annual Return in Form MGT-7 are uploaded on the website of the company at www.captainpipes.com under investor sec on.
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 behaviour. No person has been denied access to the Chairman of the Audit Commiee.
Pursuant to the Lisbng Agreement read with Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regula ons 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D and E of Schedule V, Company is exempted to upload whistle blower policy on companys website and to give a link in director report.
E. Particulars Of Loans, Guarantees Or Investments
Particulars of loans, guarantees or investments under Sec;on 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
F. Significant And Material Orders Passed By The Regulators Or Courts Or Tribunals Impac ng The Going Concern Status Of The Company
There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future opera ons.
G. Conserva on Of Energy, Technology Absorp on, Foreign Exchange Earnings And Outgo
i. Conserva on Of Energy
As required by Rule 8 to Companies (Account Rules, 2014),
Company ensures that the manufacturing is conducted in the manner whereby op mum u liza on and maximum possible savings of energy is achieved.
No specific investments have been made for reduc on in energy consump on.
ii. Technology Absorp on
Companys products are manufactured by using in house/domeslc know how and no outside Technology is being used for manufacturing activities. Therefore no technology absorp on is required. Further, the company has not incurred any expenses towards Research & Development.
iii. Foreign Exchange Earnings And Outgo
The Company has imported raw materials, spare parts and components during the financial year amoun ng to Rs. 423.95 lakhs and company has earned Rs. 944.81 Lakhs as a earning in foreign exchange (Export sales).
H. Particulars Of Employees Personnel
None of the employees is in receipt of remunera on in excess of the limit laid down under Rule 5 (2) of the Companies (Appointment and Remunera on of Managerial Personnel) Rules, 2014. The informa on required pursuant to Sec;on 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remunera on of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as ANNEXURE-G and forms part of this Report.
I. Preven on Of Sexual Harassment At Workplace
The Company has in place an An -Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the work place (Preven on, Prohibibon 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.
All the proper es 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.
K. Lisbng And Dematerializa on
The equity shares of the Company are listed on the SME Pla&127;orm of Bombay Stock Exchange Ltd (BSE). All the shares of company are in dematerialize form.
L. Cer ca on Of Status Of Directors Quali ca ons
Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Lis ng Obliga ons and Disclosure Requirements) Regulations, 2015 CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS annexed to this report as ANNEXURE H.
M. Unclaimed Dividend
No unclaimed dividend is there in the accounts of the company because company has not declared any dividend.
N. Wtd/cfo Cer ca on
Cer ca on of WTD/CFO Annexed as ANNEXURE F and forms part of this Report.
17. Reporting of Frauds
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Commiee and / or to the Board as required under Sec on 143(12) of the Act and the rules made thereunder.
18. Acknowledgment :
Your Directors place on record their apprecia on for assistance and co-opera on received from various Ministries and Department of Government of India and other State Governments, financial insmtu ons, banks, shareholders of the Company etc. The management would also like to express great apprecia on for the commitment and contribubon of its employees for their commied services. Your Directors wish to place on record their sincere apprecia on for the dedicated efforts and consistent contribubon made by the employees at all levels, to ensure that the Company con nues to grow and excel.
Your Directors wish to take this opportunity to place on record their gra tude and sincere apprecia on for the mely and valuable assistance and support received from Bankers, Share Transfer Agents, Auditor, Customers, Suppliers and Regulatory Authori es. The Board values and appreciates the valuable commied 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 con nued patronage.
FOR AND ON BEHALF OF THE BOARD
CAPTAIN PIPES LIMITED
REGISTERED OFFICE :
SURVEY NO. 257, PLOT NO. 23 TO 28, N.H. NO. 8-B
SHAPAR (VERAVAL), RAJKOT
GOPAL D. KHICHADIA
RAMESH D. KHICHADIA
DATE : 09.05.2023
PLACE : RAJKOT