captain pipes ltd share price Directors report


Dear Member,

Your Directors have pleasure in presenting the 13th Annual Report along with the audited statements of accounts of your Company for the financial year ended 31st March, 2022.

1. FINANCIAL RESULTS:

The audited financial statements of the Company as on March 31, 2022 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:

Particulars Year Ended on 31.03.2022 Year Ended on 31.03.2021
Revenue from operations 8272.41 4046.03
Other Income 25.43 28.66
Total Revenue 8297.84 4074.69
Operating and Administrative expenses 7996.82 3803.21
Operating Profit before finance costs, Depreciation and Tax 301.02 271.48
Less: Depreciation and Amortization expenses 91.21 87.95
Profit before finance costs, exceptional items, tax and Deff tax adjustable 209.81 183.53
in/(recoverable from) future tariff
Less: Finance Costs 113.63 139.05
Less: Exceptional Item 0 0
Add: Extra Ordinary Items 505.32 0
Profit Before Tax (PBT) 601.30 44.48
Provision for Tax (Including Deffered Tax) 88.13 16.76
Profit after Tax 513.16 27.72
Other Comprehensive Income 0 0

2. PERFORMANCE HIGHLIGHTS

A. During the year under review company has total revenue of Rs.8297.84 lakhs as against the previous year turnover of Rs. 4074.69 lakhs which shows increase of 103.63% in comparison with the previous year. Profit before tax increase by 1251.84% as compared to previous year. The net profit after tax of the company increased by 1751.23% with compared to previous year. such a great increase in profit is due to Extra Ordinary Income comprises of gain on sale of Equity Investments held in shares of its associate concern Captain Polyplast Ltd..

B. OPERATING AND ADMINISTRATIVE EXPENSES

The operating Expenses of Rs. 7996.82Lakhs during FY 2021-22, as compared to previous financial year 2020-21 incurred of Rs. 3803.21lakhs

C. DEPRECIATION AND AMORTISATION EXPENSES

The depreciation Expenses of Rs. 91.21 Lakhs during FY 2021-22, as compared to previous financial year incurred of Rs. 87.95 Lakhs.

D. FINANCE COST

The finance cost of Rs.113.63 Lakhs during FY 2021-22, as compared to previous financial year incurred of Rs. 139.05 Lakhs which shows decrease as compared to previous year.

E. TOTAL PROFIT AFTER TAX FOR THE YEAR

The net profit after tax of the company for f.y. 2021-22 is Rs.601.30 lakhs as compared to previous year f.y. 2020-21 of Rs. 44.48 lakhs shows increase by 1851.23% with compared to previous year. such a great increase in profit is due to Extra Ordinary Income comprises of gain on sale of Equity Investments held in shares of its associate concern Captain Polyplast Ltd.

F. TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profit for financial year 2021-22 in the Statement of Profit & Loss as at March 31, 2022.

3. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on March 31, 2022 was 4.58 crore comprising of 4158560 equity shares of 10/- 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 2022-23, 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 meeting held on March 20, 2022, has considered, approved and allotted on preferential basis 10,00,000 convertible Warrants at an issue price of Rs. 67/- per warrant in terms of the special resolution passed by the shareholders of the Company at the EGM held on MARCH 5, 2022 . The Warrants shall be converted into equal number of equity shares of face value of Rs. 10/- each at any time 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 convertible warrants i.e Rs.16.75/- per warrant is received.

4. COVID-19 IMPACT

As ours is the agriculture sector essential nature of the industry and consequently the demand for our products to have limited impact of covid-19. During the second wave of the Pandemic, the country has faced with lot of difficulties due to higher infections. Your Company managed to navigate well through the difficult situation with support of its employees and the Management. There were no disruption to the Operations of the Company. However, the Board and the Management continues to closely monitor the situation as it evolves and do it?s best to take all necessary measures, in the interests of all stakeholders of the Company.

5. DIVIDENDS:

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the Company?s performance , has decided not to recommend any Dividend for the year under review.

6. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of the Company between the end of financial year of the company and the date of this report.

7. 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.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL: A. BOARD COMPOSITION

- Mr. Gopal D. Khichadia (Managing Director),

- Mr. Kantilal M. Gedia (Whole Time Director),

- Mr. Chandrakant J. Gadhiya (Chief Financial Officer) and

- MS. HIMAXI BOHRA (Company Secretary) (upto 14.07.2021)

- Mrs. KHUSHBU KALPIT SHAH ( Company Secretary ) (w.e.f. 19.10.2021) are the Whole-time Key Managerial Personnel of the Company.

B. DIRECTOR RETIRING BY ROTATION

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. GOPALBHAI DEVRAJBHAI KHICHADIA (DIN: 00127947), 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. GOPALBHAI DEVRAJBHAI 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 ["IICA"] 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.

9. 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, 2022 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 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 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 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.

10. 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.

11. 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.

12. RELATED PARTY TRANSACTIONS:

During Financial Year 2021-22, all contracts/arrangements/transactions entered into by the Company with related parties under Section 188(1) of the Act were in the ordinary course of business and on an arm?s length basis. The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014.

There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders? approval under the Listing Regulations.: AS COMPANY IS LISTED ON BSE SME PLATFORM , IT IS NOT REQUIRED TO GET PRIOR SHAREHOLDER?S APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION .

The Related Party Transactions are placed before the Audit Committee for prior approval, as required under the Act and Listing regulations. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature and value of the transactions.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act and in compliance with the Listing Regulations, is enclosed to this report as ANNEXURE–B.

13. 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. N.A.

14. 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 till the Conclusion of 13TH Annual General Meeting of the Company to be held for the financial year 2021-22. M/S SVK & ASSOCIATES, Chartered Accountants, have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company for financial year 2021-22.

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 not mandatorily applicable to our Company for the financial year 2021-22 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 2021-22. Their reports were reviewed by the Audit Committee.

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 not applicable to our Company

Further we would like to clarify that the Company is claiming exemption under regulation 15(2) of SEBI LODR as the Company?s equity shares are listed on SME Platform of BSE LIMITED. As per regulation 15(2) of SEBI LODR, inter alia, the compliance with the provisions as specified in regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clause (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply in respect of the listed entity which has listed its specified securities on the SME Exchange.

15. CORPORATE GOVERNANCE:

Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to the Listing Agreement read with Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 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 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 required under SEBI (LODR) Regulations 2015 the Management Discussion and Analysis Report is annexed as part of this Report as ANNEXURE D.

16. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on the Management discussion and Analysis is provided as a separate section in the Annual Report AS ANNEXURE C

17. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Company has generally taken corporate social responsibility initiatives. However, upto the present financial of f.y. 2021-22 the company does not mandate the implementation of corporate social responsibility activities pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013. Now, the company will constitute CSR Committee, develop CSR policy and implement the CSR initiatives as it is applicable to the Company from f.y. 2022-23 .

18. DISCLOSURES:

A. NUMBER OF BOARD MEETING

The Board of Directors met 9 (NINE) times during the year under review. 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 RETURN

The details forming part of the extract of the Annual Return in Form MGT-7 are uploaded on the website o the company at www.captainpipes.com 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 behaviour. No person has been denied access to the Chairman of the Audit Committee.

Pursuant to the Listing Agreement read with Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 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 company?s website and to give a link in director report.

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. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING 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 Company?s future operations.

G. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

i. CONSERVATION OF ENERGY

As required by Rule 8 to Companies (Account Rules, 2014),

- Company ensures that the manufacturing is conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

- No specific investments have been made for reduction in energy consumption. ii. TECHNOLOGY ABSORPTION

Companys products are manufactured by using in house/domestic know how and no outside Technology is being used for manufacturing activities. Therefore no technology absorption is required. Further, the company has not incurred any expenses towards Research & Development.

iii. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not imported any raw materials, spare parts and components during the financial year and company has earned Rs. 637.45 Lakhs as a earning in foreign exchange (Export sales) and there was no foreign exchange outgo during the year under review.

H. 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-G and forms part of this Report.

I. 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 2021-2022.

J. 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.

K. LISTING AND DEMATERIALIZATION

The equity shares of the Company are listed on the SME Platform of Bombay Stock Exchange Ltd (BSE). All the shares of company are in dematerialize form.

L. 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 H..

M. UNCLAIMED DIVIDEND

No unclaimed dividend is there in the accounts of the company because company still not declared any dividend.

N. WTD/CFO CERTIFICATION

Certification of WTD/CFO Annexed as ANNEXURE F and forms part of this Report.

19. 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.

20. ACKNOWLEDGEMENT:

Your Directors place on record 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.

REGISTERED OFFICE:

FOR AND ON BEHALF OF THE BOARD

SURVEY NO-257, PLOT NO. 23 TO 28 N.H. NO.
8-B, SHAPAR (VERAVAL), RAJKOT. SD/- SD/-
MANAGING DIRECTOR DIRECTOR
GOPAL D. KHICHADIA RAMESH D. KHICHADIA
DIN: 00127947 DIN: 00087859
DATE : 20.05.2022
PLACE : RAJKOT