To the Members,
Your Directors are pleased to present 32nd Annual Report of
the Company along with Audited Financial Statements for the Financial Year ended 31 March
2023.
FINANCIAL PERFORMANCE:
The audited financial statements of the Company as on 31 March 2023 are
prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") and provisions of the Companies Act, 2013 ("Act").
The summarised financial highlight is depicted below:
( Rs in Lakhs)
| Particulars |
Current Year |
Previous Year |
|
2022-23 |
2021-22 |
| Revenue from Operations |
29,140.61 |
25,426.25 |
| Other Income |
393.34 |
225.77 |
| Total Income |
29,533.95 |
25,652.02 |
| Net Profit before Exceptional Items and Tax |
6,220.51 |
4,686.05 |
| Exceptional Items |
(19.96) |
(316.61) |
| Profit Before Tax |
6,240.47 |
5,002.66 |
| Tax Expenses |
1,047.09 |
878.72 |
| Profit After Tax |
5,193.38 |
4,123.94 |
| Other comprehensive income (Net of Tax) |
(190.78) |
(249.91) |
| Total Comprehensive Income for the year |
5,002.60 |
3,874.03 |
REVIEW OF OPERATIONS AND STATE OF AFFAIRS:
Your Company is one of the leading players in India providing printing
solutions viz. manufacturing of Coding and Marking Machines and Consumables related to it,
Spare parts and after sales services. Further, the Company also manufactures Face Masks at
its Nalagarths plant.
The total income from business operation of the Company for the year
ended 31 March 2023 is 29,140.61 Lakhs which is higher by about 14.61 % over that
for the previous year which was 25,426.25 Lakhs. The total comprehensive income for the
year stood at 5,002.60 Lakhs in the current year against 3,874.03 Lakhs in the
previous year. The Company continues to have healthy growth in EBIDTA, PBT, PAT & EPS
year-on-year.
The Board had earlier decided to close business operations of Sri
Lankan Branch in its meeting held on 19 May 2022 due to ongoing economic crisis and
political uncertainty at Sri Lanka subject to necessary regulatory approval over there.
However, subsequently the Board in its meeting held on 22 October 2022 reconsidered and
decided to continue the business operations of Sri Lankan Branch for servicing the
existing installed printers, providing consumables and some foreseeable business
opportunities in Sri Lanka.
No material changes and commitments have occurred after the close of
the year till date of this report which affects the financial position of the Company.
DIVIDEND:
During the year, the Board of Directors of the Company at its meeting
held on 21 January 2023, declared an interim dividend of 4.00/- per equity share i.e. @
40 % of face value of 10/- for the financial year 2022-23 absorbing a sum of 653.27
Lakhs. The same was paid to the shareholders on 10 February 2023.
In line with the consistent performance of the Company during the year,
your Directors are pleased to recommend for approval of members, a final dividend of
5.00/- per equity share i.e @ 50% of face value of 10/- each for the year ended 31 March
2023.
The dividend will be paid in compliance with the applicable Rules and
Regulations. The total dividend, including the proposed Final dividend, amounted to
9.00/- per equity share and will absorb 1,469.85 Lakhs.
TRANSFER TO RESERVES:
Your Director do not propose to transfer any amount to Reserves.
DIVIDEND DISTRIBUTION POLICY:
In terms of provisions of Regulation 43A of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), your Company has adopted a Dividend Distribution Policy, which is made
available on Companys website and can be accessed using the link
https://controlprint. com/investors/corporate-governance-new/
UNPAID/UNCLAIMED DIVIDEND:
In terms of the provisions of Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016, 14,42,574/- of unpaid/ unclaimed
dividends were transferred during the year under review to the Investor Education and
Protection Fund.
SUBSIDIARY COMPANY:
During the year under review, the Company has incorporated a wholly
owned subsidiary i.e. Control Print BV in The Netherlands. The Company has invested Euros
1,520,000 for 1,52,000 equity shares of the Company having face value of Euros 10 per
equity share. Subsequently, Control Print BV has acquired 75 % equity shares of Markprint
BV amounting to Euros 1,500,000/-. Markprint B.V. is a Company incorporated in 2015 under
the Laws of The Netherlands, which engages in developing, assembling High Resolution
printers with CMYK technology and selling these printing machines, components, consumable
and services etc.
During the year, the Company and V- shapes SRL have agreed to
incorporate a Joint Venture Company in India vide an Agreement dated 8 December 2022.
Pursuant to this, the Company has incorporated wholly owned subsidiary Company i.e.
Control Print Packaging Private Limited in India on 25 March 2023. The Company has
subscribed 1,50,000 equity shares of face value of 10/- amounting to 15,00,000/-.
Eventually, it will be a subsidiary Company as per terms of joint venture agreement.
As on 31 March 2023, the Company has following Subsidiaries namely:
| Liberty Chemicals Private Limited (wholly owned subsidiary) |
| Control Print BV (wholly owned subsidiary) |
| Control Print Packaging Private Limited (Wholly Owned Subsidiary) |
| Innovative Codes (I) Private Limited |
| Markprint BV |
As per the provisions of Section 129(3) of the Companies Act, 2013
("Act"), a statement containing salient features of the financial statements of
the Companys subsidiary in Form AOC-1 is annexed as "Annexure- A" and
forms an integral part of this Report. Pursuant to the provisions of Section 136 of the
Act, the financial statements along with the relevant documents and separate audited
financial statements in respect of subsidiary is available on the website of the Company.
The financial statements of the subsidiary company and related
information are available for inspection by the members in electronic mode during business
hours on all days except Saturdays, Sundays and Public Holidays upto the date of the AGM
as required under Section 136 of the Companies Act, 2013.
Any member desirous of obtaining a copy of the said financial
statements may write to the Company Secretary at the Registered Office of your Company.
The financial statements including the consolidated financial statements, financial
statements of subsidiary and all other documents required to be attached to this report
have been uploaded on the website of your Company under the weblink: https://
www.controlprint.com/investors/
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Particulars required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of
energy, technology absorption, foreign exchange earnings and outgo, are given in "Annexure
B" and forms an integral part of this Report.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS:
A Separate reports on Corporate Governance Report and Management
Discussion and Analysis as required by Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ["Listing
Regulations"] forms part of this Annual Report along with the required Certificate
from the Statutory Auditors of the Company confirming the compliance of requirements of
Corporate Governance as stipulated in the Listing Regulations.
PUBLIC DEPOSITS:
Your Company has not accepted any deposits from the public within the
meaning of Chapter V of the Act and as such, no amount of principal or interest was
outstanding as on the balance sheet date.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Company has implemented an ERP, SAP for its operations and
financial transaction and records. The transactional controls built into SAP to ensure
appropriate segregation of duties, appropriate level of approval mechanisms and
maintenance of supporting records. The systems, Standard Operating Procedures and controls
are reviewed by Management. These systems and controls are subjected to Internal Audit and
their findings and recommendations are reviewed by the Audit Committee which ensures the
implementation.
The Company has an adequate Internal Financial Control System,
commensurate with the size, scale, nature and complexity of its operations to ensure
proper recording of financial and operational information and compliance of various
internal control and other regulatory and statutory compliances. Internal Audit Control
System ensures that the regular internal audits are conducted at both the factories and
branches to cover various functions. The findings are then taken up by Audit Committee
along with Management Response for suitable action.
The Audit Committee monitors the Internal Audit System on regular
intervals and directs necessary steps to further improve the Internal Control system.
ANNUAL RETURN:
The Annual Return of the Company as on 31 March 2023 is available on
the Companys website and can be accessed at
https://controlprint.com/annual-general-meeting/
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:
As stipulated under regulation 34(2)(f) of the Listing Regulations, the
Business Responsibility & Sustainability Report (BRSR) describing the initiatives
taken by the Company from an environmental, social and governance perspective is annexed
as "Annexure - C" and forms an integral part of this Annual Report and is
also uploaded Companys website and can be accessed at
https://www.controlprint.com/investors/ annual-report/
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The details of Loans, Guarantees or Investments covered under the
provisions of Section 186 of the Companies Act, 2013 forms part of notes to the Financial
Statements.
RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered by the Company during
the financial year with related party were on 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 Promoters, Key Managerial Personnel or other
designated persons which may have potential conflict with interest of the Company at
large. Accordingly, the disclosure of Related Party Transactions as required under Section
134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.
Your Directors draw attention of the members to Notes to accounts of
the financial statement which sets out related party disclosures.
A statement of all related party transactions is presented before the
Audit Committee on a quarterly basis, specifying the nature and value of the transactions.
Your Company has formulated a Policy on Related Party Transactions and
the said policy as approved by the Board is uploaded on the Companys web link viz.
https://controlprint.com/investors/corporate-governance-new/
DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors to the best of the knowledge and belief and according to
the information, explanations and representations obtained by them and after due enquiry,
make the following statements in terms of Section 134(3)(c) and 134(5) of the Act that:
a) In the preparation of the annual accounts for the year ended 31
March 2023, the applicable accounting standards read with requirements set out under
Schedule III to the Act, have been followed and there are no material departures from the
same;
b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at 31 March 2023
and of the profit of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient
careforthemaintenanceofadequateaccounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) The Directors have prepared the annual accounts on a going concern
basis;
e) The Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
f) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
APPOINTMENT & RESIGNATION:
Mr. Rahul Khettry, Chief Financial Officer of the Company resigned from
the post of Chief Financial Officer with effect from 31 July 2022. The Board placed on
record their appreciation for his sincere services rendered during his tenure.
On the recommendation of Nomination and Remuneration Committee, the
Board of Directors at its meeting held on 19 July 2022 have appointed Mr. Jaideep Barve as
Chief Financial Officer of the Company with effect from 1 August 2022.
RETIRING BY ROTATION:
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Companys Articles of Association, Mr. Basant Kabra, Director (DIN :
00176807), retires by rotation at the forthcoming Annual General Meeting and, being
eligible offers himself for re-appointment.
The Board recommends his re-appointment for the consideration of the
Members of the Company at the forthcoming Annual General Meeting.
As on the date of this report, Mr. Basant Kabra (Chairman &
Managing Director), Mr. Shiva Kabra (Joint Managing Director), Mr. Jaideep Barve (Chief
Financial Officer) and Mr. Akshay Satasiya (Company Secretary & Compliance Officer)
are the Key Managerial Personnel of the Company in accordance with the provisions of
Section 2(51) read with Section 203 of the Act.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS &
ADHERENCE TO THE COMPANYS CODE OF CONDUCT FOR INDEPENDENT DIRECTORS:
All the Independent Directors of the Company have submitted their
disclosure to the effect that they fulfill all the requirements/criteria of independence
as per Section 149(6) of the Act and they have registered their names in the Independent
Directors Databank. Further, all the Independent Directors have affirmed that they
have adhered and complied with the Companys Code of Conduct for Independent
Directors which is framed in accordance with Schedule IV of the Act.
As per the provisions of the Companies Act, 2013, the Independent
Directors are not liable to retire by rotation. The Independent Directors of your Company
have given the certificate of independence to your Company stating that they meet the
criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and
the Listing Regulations.
BOARD MEETINGS HELD DURING THE YEAR:
During the year, four (4) meetings of the Board of Directors were held,
the details of which are given in the Corporate Governance Report that forms part of this
Annual Report. The intervening gap between any two meetings of the Board was not more than
One Hundred and Twenty (120) days as stipulated under the Act and Listing Regulations.
| COMMITTEE OF THE BOARD: |
| TheBoardofDirectorshavethefollowingCommittees: |
| 1. Audit Committee |
| 2. Nomination and Remuneration Committee |
| 3. Stakeholders Relationship Committee |
| 4. Corporate Social Responsibility Committee |
| 5. Risk Management Committee |
The details of the Committees along with their composition, their role,
number of meetings and attendance at the meetings are provided in the Corporate Governance
Report.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried
out an annual evaluation of its own performance, the Individual Directors (including the
Chairman) as well as an evaluation of the Boards Committees. The Nomination and
Remuneration Committee (NRC) of the Company approved a checklist for evaluation of the
performance of the Board, the Committees of the Board and the Individual Directors,
including the Chairman of the Board.
The Board adopted the checklist for performance evaluation as approved
by NRC. The performance of the Board and Committees was evaluated on the basis of
the criteria approved. The Board has reviewed the performance of the individual Directors.
In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of
Non-Independent Directors, performance of the Board as a whole and performance of the
Chairman was evaluated. The same was discussed in the Board meeting that followed the
meeting of the Independent Directors, at which the performance of the Board, its
committees and the Individual Directors was discussed.
The Board of Directors expressed their satisfaction with the evaluation
process.
COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The remuneration policy of the Company is directed towards rewarding
performance, based on review of achievements on a periodic basis. The Board of Directors
has approved Nomination and Remuneration policy and available at the Companys
website under the web link: https://www. controlprint.com/wp-content/uploads/Nomination_
and_Remuneration-Policy.pdf The term and reference of Nomination and Remuneration
Committee, details of Nomination and Remuneration policy and Committee Meetings are
provided in the Corporate Governance Report.
FAMILIARISATION PROGRAMME:
The Company has formulated a Familiarisation Programme for Independent
Directors with an aim to familiarise the Independent Directors with the Company, their
roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company etc., to provide them with better
understanding of the business and operations of the Company and so as to enable them to
contribute significantly to the Company.
The details of programme for familiarisation of Independent Directors
with the Company are disclosed on the website of the Company under the web link
https://controlprint.com/investors/ corporate-governance-new/
AUDITORS AND AUDIT REPORT:
(a) STATUTORY AUDITORS:
M/s Jhawar Mantri & Associates, Chartered Accountants (Firm
Registration No. 113221W), Mumbai, are re-appointed as Statutory Auditors of the Company
for the second term of 5 (Five) years in the 31st AGM held in year 2022, from
the conclusion of 31st AGM till conclusion of the 36th AGM of the
Company to be held in the year 2027.
The Statutory Auditors Report forms part of this Annual Report.
It does not contain any qualifications, adverse remarks reservations or disclaimer made by
Statutory Auditor for the financial year ended 31 March 2023. The notes to the Accounts
referred to in the Auditors Report are self-explanatory and therefore do not call
for any further explanation and comments.
(b) COST AUDITORS:
As per the requirement of Central Government and pursuant to Section
148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules,
2014, your Company carries out an audit of cost records. The Board of Directors, on
recommendation of Audit Committee, has appointed, Mr. Paresh Jaysih Sampat (Membership No.
33451) Cost Accountants (Firm Registration No. 102421), as Cost Auditors of the Company
for the Financial Year 2023-24.
In terms of the provisions of Section 148(3) of the Companies Act, 2013
read with the Rule 14(a) (ii) of the Companies (Audit and Auditors) Rules, 2014, the
remuneration of the Cost Auditors has to be ratified by the members. Accordingly,
necessary resolution is proposed at the ensuing AGM for ratification of the remuneration
payable to the Cost Auditors for the Financial Year 2023-24.
(c) SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, M/s Nilesh Shah & Associates, Company Secretaries in Practice were appointed as
the Secretarial Auditors of the Company to carry out the Secretarial Audit for the year
ending 31 March 2023. The Secretarial Auditors Report is annexed as "Annexure
D" to this Report.
There are no qualifications, adverse remarks reservations or disclaimer
made by M/s Nilesh Shah & Associates, Secretarial Auditors in their report for the
financial year ended 31 March 2023. The Observations referred to in the Secretarial
Auditors Report are self-explanatory and therefore do not call for any further
explanation and comments.
(d) REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Auditors have not reported any
instances of frauds committed in the Company by its Officers or Employees to the Audit
Committee under Section 143(12) of the Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to the provisions of Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company
as part of its CSR initiatives has undertaken projects/programmes in accordance with the
CSR Policy. The details of the CSR activities are given as "Annexure-E"
forming part of this Report.
VIGIL MECHANISM/WHISTLE BLOWER:
The Company has formulated and established a Vigil Mechanism named
Whistle Blower Policy to deal with instances of fraud and mismanagement and to enable
Directors and Employees to report genuine concerns about unethical behaviour, actual or
suspected fraud or violation of Code of Conduct and to report incidents of leak or
suspected leak of unpublished price sensitive information. The employees and other
stakeholders have direct access to the Chairperson of the Audit Committee for lodging
concerns, if any, for review.
The Whistle Blower Policy is available on the website of your Company
https://www.controlprint.com/
wp-content/uploads/Vigil-Mechanism-or-Whistle-Blower-Policy.pdf Your Company affirms that
no director/ employee has been denied access to the Chairperson of the Audit Committee and
that no complaints were received during the year.
RISK MANAGEMENT:
Risk Management within the organisation involves reviewing the
operations of the organisation, identifying potential threats to the organisation and the
likelihood of their occurrence, and then taking appropriate actions to address the most
likely threats.
The Company periodically reviews various risk and mitigates them
through proper policies & processes. Further, the Company has a Risk Management
Committee, which frames, implement and monitor the risk management plan of the Company.
The Committee is responsible for monitoring and reviewing the risk management plan and
ensuring its effectiveness. The Audit Committee has additional
oversightintheareaoffinancialrisksandcontrols.The major risks identified by the businesses
and functions are systematically addressed through mitigating actions on a continuing
basis. The development and implementation of risk management policy has been covered in
the Management Discussion and Analysis, which forms part of this report.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 (SS-1) AND
SECRETARIAL STANDARD - 2 (SS-2):
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively. The
Company has complied with SS-1 and SS-2.
CREDIT RATING:
During the year under review, CRISIL has revised the credit rating of
CRISIL A- /Positive for long term and reaffirmed CRISIL A2+ for short term debt
instrument/ facilities respectively of the Company.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
Your Company has in place a formal policy for the prevention of sexual
harassment of its women employees in line with "The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013". During the year, there
were no complaints received relating to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
PARTICULARS OF EMPLOYEES:
In accordance with the provisions of Section 197(12) of the Act read
with rules made thereunder, a statement containing the disclosures pertaining to
remuneration and other details as required under the Act and the above Rules are provided
in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to
this Report as "Annexure F".
As per the provisions of Section 136(1) of the Act, the reports and
accounts are being sent to all the Members of the Company. Details as required pursuant to
Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended are available for inspection by any Member and may write
to the Company Secretary for the same, up to the date of the 32nd AGM. Any
Member interested in obtaining such information may write to the Company Secretary at
companysecretary@controlprint.com and the same will be furnished on such request.
ENVIRONMENT AND SAFETY:
Your Company is conscious of the importance of environmentally clean
and safe operations. Your Company endeavours that the conduct of all operations are in
such manner so as to ensure safety of all concerned, compliance of statutory and
industrial requirements for environment protection and conservation of natural resources
to the extent possible.
APPRECIATION:
Your Directors takes this opportunity to express their deep sense of
gratitude to high degree of professionalism, commitment and dedication displayed by
employees at all levels. Your Directors also wish to thank its esteemed corporate clients,
customers, dealers, agents, suppliers, service providers, technology partners, investors,
Government Authorities and bankers for their continued support and faith reposed in the
Company. Your Directors are also deeply grateful to the shareholders for the confidence
and faith that they have demonstrated in the Company.
|
For and on behalf of the Board |
|
|
Basant Kabra |
Shiva Kabra |
| Date: 2 May 2023 |
Managing Director |
Joint Managing Director |
| Place: Mumbai |
(DIN: 00176807) |
(DIN : 00190173) |
+91-9892691696
