Your Directors present their 78th (Seventy Eighth) Annual Report on the business and operations of the Company together with the audited accounts for the financial year ended March 31, 2024.
FINANCIAL RESULTS:
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(Rs. in Crs)
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Particulars
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2023-24
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2022-23
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Revenue from Operations including other income
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722.12
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947.62
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Profit/ (Loss) before Interest, Depreciation, Tax and Exceptional Items
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61.91
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71.34
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Exceptional Items (Profit on Slump sale)
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-1.6
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126.82
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Profit/ (Loss) before Tax
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-65.34
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105.33
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Tax Expense (incl. Deferred Tax)
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-13.72
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33.57
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Profit/ (Loss) for the year
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-51.62
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71.76
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DIVIDEND:
Considering the current business situation and future growth plans, your Board of Directors decided to conserve financial resources and therefore, did not recommended any dividend for financial year 2023-24.
FINANCIAL PERFORMANCE:
The Company acquired PPI (Pharma Packaging Innovations) division of Bilcare Limited by way of Slump Sale w.e.f. March 27, 2023. During the financial year the company initiated lot of internal restructuring activities to enhance it's operational efficiencies and synergies, leading to improvement in bottom-line.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors confirm that:
a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;
b. Appropriate accounting policies have been selected and applied consistently. The accounting estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31,2024 and of the Loss of the Company for the year ended March 31, 2024.
c. Proper and sufficient care have 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
d. The annual accounts have been prepared on a going concern basis.
e. The Company has laid down internal financial controls to be followed and that such financial controls are adequate and effective; and
f. The Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and effective.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The following changes have been made to the Board of Directors of the Company during the year :
Mr. Robin Banerjee superannuated and ceased to be the President of the company w.e.f. 29.05.2023. The Board appreciates his valuable services during his tenure as the Managing Director and subsequently as the President of the Company.
Mr. Somenath Mukherjee was appointed as the Executive Director of the company for a period of 5 (five) years starting from 29.05.2023 till 28.05.2028, which was subsequently approved by the shareholders of the company vide postal ballot dated 27.08.2023.
Mr. Avinash Joshi, Non-Executive Director (DIN: 053201 16) was appointed as the Indendent Director of the company for a period of 5 (five) years starting from 12.06.2023 till 1 1.06.2028, which was subsequently approved by the shareholders of the company vide postal ballot dated 27.08.2023.
Mr. Shreyans Bhandari, brother of Mrs. Ankita J Kariya, Chairperson & Managing Director was appointed as the President of the Company w.e.f. 01.06.2023.
Re-appointment of a Director liable to retire by rotation:
In terms of Section 152 of the Companies Act, 2013, Mrs. Ankita J. Kariya, Director is liable to retire by rotation at the ensuing Annual General Meeting and offer herself for re-appointment.
Changes in Board Composition after the Balance Sheet date
Mr. Nitin Joshi (DIN:6814444), Independent Director would complete his second term as an Independent Director and consequently, would cease to be an Independent Director of the Company with effect from the close of business hours on September 25, 2024. The Board placed on record its appreciation for the extensive contribution rendered by him and extends gratitude for invaluable service during his term.
Mr. Siddharth Shetye (DIN:69431 19), Independent Director would complete his second term as an Independent Director and consequently, would cease to be an Independent Director of the Company with effect from the close of business hours on September 25, 2024. The Board placed on record its appreciation for the extensive contribution rendered by him and extends gratitude for invaluable service during his term.
Mr. Kavaseri R Viswanathan (DIN:10705264) was appointed as an Additional Director (Non-Executive Independent) of the Company for a term of 5 (Five) years with effect from September 04, 2024 and upto September 03, 2029 on the recommendation of the Nomination & Remuneration Committee ('NRC') and the Board of Directors. He has the required integrity, expertise, experience and proficiency for appointment as a Non-Executive Independent Director of the Company. Necessary resolutions seeking approval of Members of the Company for regularization of appointment of Mr. Kavaseri R Viswanathan as an Non-Executive Independent Director will be set out in the Notice convening the ensuing Annual General meeting.
Mr. Pramod Toshniwal (DIN:10441634) was appointed as an Additional Director (Non-Executive Non-Independent), liable to retire by rotation of the Company with effect from September 04, 2024 on the recommendation of Nomination and Remuneration Committee and the Board of Directors, Necessary resolutions seeking approval of Members of the Company for regularization of appointment of Mr. Pramod Toshniwal as Non-Executive Non- Independent Director will be set out in the Notice convening the ensuing Annual General meeting..
Independent Director(s) Declaration:
The Independent Directors have submitted their "Declaration of Independence”, as required pursuant to Section 149 (7) of the Companies Act, 2013, and Listing Regulations, stating that they meet the criteria of independence as provided therein.
EVALUATION OF THE BOARD'S PERFORMANCE:
Pursuant to the provisions of Section 134(3), Section 149(8) and Schedule IV of the Act read with Listing Regulations, the performance evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. Pursuant to Schedule IV of the Companies Act, 2013 and the Rules made thereunder, a separate meeting of the Independent Directors was held on February 09, 2024 without the attendence of Non-Independent Directors and Company executives. The Independent Directors discussed matters pertaining to the Company's affairs and functioning of the Board and presented their views.
CONSERVATION OF ENERGY:
Details relating to the Conservation of Energy and Technology absorption and foreign exchange earnings and outgoings as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure I forming part of the Directors' Report.
CORPORATE GOVERNANCE:
In terms of Listing Regulations and Companies Act, 2013, a report on the Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance and Management Discussion and Analysis Report are given in Annexure II and III respectively, to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has Corporate Social Responsibility Policy as per the Provisions of Companies Act, 2013 and Rules made thereunder and is available on the website of the Company. The Annual Report on CSR acclivities is annexed as Annexure - IV.
INTERNAL FINANCIAL CONTROL:
The Company has in place adequate internal financial controls with reference to financial statements. During the year, no reportable material weakness in the design or operation were observed.
VIGIL MECHANISM:
Under the vigil mechanism of the Company, by way of a whistle blower Policy, protected disclosure can be made by a whistle blower to the Managing Director. The Whistle Blower Policy may be accessed on the Company's website at the link: https:// caprihansindia.com/pdf/policies/whistle-blower-policv.pdf
SEXUAL HARASSMENT MECHANISM:
The Company has adopted a policy on Prevention of Sexual Harassment at Workplace and formed a committee to address the complaints in this regard.
The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year 2023-24, no complaints were received in this regard.
AUDITORS AND AUDITORS REPORT:
STATUTORY AUDITOR:
At the Seventy-fourth Annual General Meeting (AGM) held on September 30, 2020, M/s. Batliboi & Purohit, Chartered Accountants (Firm Reg. No 101048W), were appointed as the Statutory Auditors of the Company to hold office for five years, from the conclusion of the Seventy-fourth AGM until the conclusion of Seventy-ninth AGM of the Company to be held in the year 2025.
COST AUDITOR:
At the Seventy Seventh (77th) Annual General Meeting (AGM) held on September 28, 2023, M/S. Dhananjay V Joshi & Associates, Cost Accountants (Firm Reg. No 000030), were appointed as Cost Auditors of the Company, for conducting the audit of cost records of the Company for the financial year 2023-24.
SECRETARIAL AUDITOR:
The Board had appointed M/s DVD & Associates, Practising Company Secretaries, to carry out Secretarial Audit under the provisons of Section 204 of the Companies Act, 2013 for the financial year 2023-24.
The Report of the Secretarial Auditor pursuant to Section 204(1) of the Companies Act, 2013 and the rules made thereunder is given in Annexure VI to this report.
DISCLOSURES:
a. AUDIT COMMITTEE:
All the recommendations made by the Audit Committee were accepted by the Board.
b. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are provided as Annexure - V to this Report
A statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as a separate annexure forming part of this Report. However, the Annual Report is being sent to the members excluding the said annexure. The said information is available for electronic inspection during working hours and any member interested in obtaining such information may write to the Company Secretary or Registrar and Transfer Agent, and the same will be furnished on request.
c. EXTRACT OF ANNUAL RETURN:
Draft Annual Return in form MGT 7 has been uploaded on the website of the Company https://caprihansindia.com/ investors/financials
d. NUMBER OF BOARD MEETINGS:
The Board of Directors met 6 (Six) times during the year 2023-24. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.
e. RELATED PARTY TRANSACTIONS:
All the related party transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis and are in compliance with the applicable provisions of the Act and the Listing Regulations. All the related party transactions were presented to the Audit Committee for their recommedations to the Board.
Such transactions form part of the notes to the financial statements provided in this Annual Report. Accordingly, the disclosure of RPT's as required under the provisions of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.
The related party transaction policy is available on the Company's website at the link: https://caprihansindia.com/ pdf/policies/policv-on-related-partv.pdf
f. PARTICULARS OF LOAN GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:
Particulars of loan given are provided in the Note No 6, 7, 8, 17a to the notes on financial statements.
INDUSTRIAL RELATIONS:
The industrial relations remained cordial during the year.
Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year: Nil
Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:
Not applicable
Changes in Capital, if any: There are no changes in the capital of the Company during the Financial Year.
ACKNOWLEDGEMENT:
The Board wishes to place on record its appreciation of the services rendered by the employees of the Company. The Board also wishes to thank the Bankers for their continued cooperation and assistance extended by them.
On behalf of the Board of Directors
Ankita J. Kariya Chairperson & Managing Director Place: Pune
Siddharth S. Shetye Director Place: Pune
Dated: September 04, 2024
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