To the Members,
The Directors present their 32nd Annual Report on the
business and operations of the Company and the accounts for the financial year ended March
31, 2023.
1. FINANCIAL HIGHLIGHTS
Rs in Crores
Financial Results |
Standalone |
Consolidated |
Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from Operations |
528.61 |
528.06 |
1466.73 |
1269.41 |
Other Income |
99.00 |
56.55 |
55.98 |
38.75 |
Total Income |
627.61 |
584.61 |
1522.71 |
1308.16 |
Profit Before Interest, Depreciation and Tax |
318.92 |
276.17 |
497.04 |
433.42 |
Less: Finance cost |
0.12 |
0.09 |
0.78 |
0.70 |
Less : Depreciation and amortisation expenses |
25.65 |
25.77 |
44.99 |
46.90 |
Add: Share of Profit in Associate |
0.00 |
0.00 |
0.08 |
0.00 |
Profit Before Tax |
293.15 |
250.31 |
451.35 |
385.82 |
Less: Tax Expenses |
58.89 |
62.44 |
74.36 |
77.37 |
Profit After Tax |
234.26 |
187.87 |
376.99 |
308.45 |
Less: Non-controlling Interest |
0.00 |
0.00 |
0.73 |
8.61 |
Net profit attributable to the Shareholders of the Company |
234.26 |
187.87 |
376.26 |
299.84 |
2. OPERATIONS REVIEW /PERFORMANCE
The Company has, on standalone basis, registered total revenue from
operations of Rs 528.61 Crores (Total Income Rs 627.61 Crores) during the year under
review as against Rs 528.06 Crores (Total Income Rs 584.61 Crores) in the previous
financial year. The Profit After Tax was Rs 234.26 Crores during the year under review as
against Rs 187.87 Crores in the previous financial year. The Company
has on consolidated basis, registered total revenue from operations of Rs 1,466.73 Crores
(Total Income Rs 1522.71 Crores) during the year under review as against Rs 1,269.41
Crores (Total Income Rs 1308.16 Crores) in the previous financial year.
3. MANAGEMENT DISCUSSION & ANALYSIS AND BUSINESS RESPONSIBILITY
& SUSTAINABILITY REPORT
In compliance with Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, (Listing Regulations) separate section on
Management Discussion & Analysis and Business Responsibility Report &
Sustainability, as approved by the Board, which includes details on the state of affairs
of the Company along with operational performance / review, forms part of this Annual
Report.
4. DIVIDEND
The Board of Directors at their Meeting held on May 27, 2023, declared
an Interim Dividend of Rs 2.00 (100%) per equity share of Rs 2/- each, for the financial
year 2022-23 and was paid to those shareholders whose name appeared in the Register of
Members and beneficial owners as on the record date June 09, 2023.
Further, the Board of Directors, at their meeting held on August 7,
2023, have recommended a Final Dividend of Rs 2.5 (125%) per equity share of Rs 2 /- each,
for the financial year 2022-23, subject to the approval of the shareholders at the ensuing
Annual General Meeting (AGM). If approved, the total dividend for the financial year
2022-23 would amount to Rs 4.5/- per equity share (225%) of Rs 2/- each.
In compliance with Regulation 43A of the Listing Regulations, the
Dividend Distribution Policy is uploaded on the Company's website at
https://www.caplinpoint.net/wp-content/uploads/2021/07/ Dividend_Distribution_Policy.pdf
5. TRANSFER TO RESERVES
The Board of Directors have decided to retain the entire amount of
profits for the financial year 2022-23 in profit and loss account.
6. SUBSIDIARIES/ASSOCIATES
Details of subsidiaries have been covered under Extract of Annual
Return, which can be accessed on the following link. https://www.
caplinpoint.net/index.php/shareholder-information/. During the year the company had
disposed its entire investment in Caplin Point Laboratories Colombia SAS to Caplin Point
Far East Limited - Hong Kong, a wholly - owned subsidiary of the Company vide share
purchase agreement dated March 28, 2023. Hence, w.e.f March 28, 2023 Caplin Point
Laboratories Colombia SAS ceased to be a subsidiary but became a step-down subsidiary.
Considering the Income generated for the FY 2021-22, Nuevos Eticos Neo
Ethicals S.A - Guatemala a step down subsidiary held through Caplin Point Far East Limited
- Hong Kong, exceeded the threshold limit for material subsidiary as specified in the
Listing Regulations, in addition to Caplin Steriles Limited and Caplin Point Far East
Limited, Hong Kong which were already considered as material subsidiaries of the Company.
Pursuant to Section 129(3) of the Act, 2013, a statement containing the
salient features of the financial statements of subsidiaries in the prescribed Form AOC-1
is annexed as Annexure - I to this Report.
7. CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Section 129(3) of the Act, 2013 and Listing Regulations,
the Consolidated Financial Statements prepared in accordance with the Indian Accounting
Standards prescribed by the Institute of Chartered Accountants of India, are attached to
this report.
Pursuant to the provisions of Section 136 of the Act, 2013 the
consolidated financial statements along with relevant documents and separate audited
financial statements in respect of the subsidiaries are available on the website of the
Company.
8. DEPOSITS
The Company did not accept any deposits from the public within the
meaning of Chapter V of the Act, 2013, read with the Companies (Acceptance of Deposits)
Rules, 2014 for the year ended March 31, 2023.
9. SHARE CAPITAL
The paid up share capital as on March 31, 2023 stood at Rs
15,18,05,492/-consisting of 7,59,02,746 equity shares of Rs 2/- each. During the financial
year the company had allotted 1,13,870 shares under various ESOP Schemes.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE ACT, 2013
Particulars of loans, guarantees and investments as on March 31, 2023
are given in the Note No. 3, 3A, 4 and 8 to the standalone financial statements.
11. NUMBER OF MEETINGS OF THE BOARD
The number of Board meetings held during the financial year 2022- 23
are provided as part of Corporate Governance Report prepared in terms of the Listing
Regulations.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. Directors
As on March 31, 2023, Board comprised of Seven Directors out of which
five are Independent Directors (including an Independent Woman Director) a Managing-
Director and one Promoter Director.
Mr. C C Paarthipan is a Promoter Director who is also the Chairman of
the company. Dr. Sridhar Ganesan is the Managing Director of the Company.
Mr. D P Mishra (DIN: 02032818), Non - Executive Non - Independent
Director tendered his resignation with effect from the closing hours of July 11, 2022.
Further, Dr K C John (DIN: 01067374), Mr. V Thirumalai (DIN: 03015619) and Mr.R
Viswanathan (DIN : 07173713 ) ceased to be Independent Directors on the Board of the
company with effect from the close of business hours of August 24, 2022, December 17, 2022
and May 11, 2023 respectively as they have served the maximum term of an Independent
Director under the Act. The Board wishes to place on record their appreciation for the
valuable guidance and directions provided during their tenure as Directors of the Company.
The shareholders at their meeting held on September 29, 2022 had
appointed Dr R Nagendran (DIN: 08943531) and Mr. S Deenadayalan (DIN: 01951620) as
Independent Directors
on the Board for a period of five years effective from the date of the
meeting based on the recommendation of the Nomination and Remuneration Committee and the
Board.
Further, based on the recommendation of the Nomination and Remuneration
Committee Dr. C K Gariyali was re-appointed as Independent Director for a second term of
three years w.e.f from March 04, 2023 by the board subject to shareholders' approval at
the ensuing Annual General Meeting. Mr. D. Sathyanarayanan is the other Independent
Director on the Board.
b. Company Secretary and Compliance Officer
During the year, Mr. Dinesh R G, Company Secretary, KMP and Compliance
Officer of the Company tendered his resignation with effect from the closing hours of June
24, 2022. The Board has appointed Mr. Venkatram G as the Company Secretary &
Compliance Officer of the Company effective from August 5, 2022.
c. Retirement by rotation
Pursuant to Section 152 (6) of the Act, 2013, Mr. C C Paarthipan (DIN:
01218784), Non-Executive Promoter Director, retires by rotation and being eligible offers
himself for re-appointment.
d. KMP
Pursuant to Sections 2(51) and 203 of the Act, 2013, Dr. Sridhar
Ganesan, Managing Director, Mr. D Muralidharan, Chief Financial Officer and Mr. Venkatram
G, Company Secretary are the KMP of the Company.
13. DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of the Act, 2013, all Independent Directors
have declared that they meet the criteria of independence as provided under the Act, 2013
and Listing Regulations and the Board confirms that they are independent of the
management.
14. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, 2013, the Directors confirm
that:
a. In the preparation of the annual accounts, the applicable accounting
standards (IND AS) had been followed along with proper explanation relating to material
departures;
b. The Directors had 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 March 31, 2023 and
of the profit of the Company for that period;
c. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. The Directors had prepared the annual accounts on a going concern
basis;
e. 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; and
f. The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
15. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There were no material changes and commitments, affecting the financial
position of the Company, which have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of the report.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to Section 134 (3)(m) of the Act, 2013 read with Rule 8 (3) of
the Companies (Accounts) Rules, 2014, particulars of conservation of energy, technology
absorption, foreign exchange earnings and outgo, as are given as Annexure - II to this
Directors' Report.
17. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
Pursuant to the provisions of the Act, 2013 and Listing Regulations,
the Board of Directors has carried out annual performance evaluation
of its own performance, the Directors Individually as well as the
evaluation of the working of its Committees.
The manner in which the evaluation was carried out has been explained
in the Corporate Governance Report which forms part of this report.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of Section 135 of the Act, 2013 read with
CSR Rules, the Company has constituted CSR Committee and based upon the recommendations of
the CSR Committee the Board of Directors have approved CSR Policy.
Disclosure under the Companies (Corporate Social Responsibility Policy)
Rules, 2014 is annexed as an Annexure - III to this report.
19. BOARD COMMITTEES
Pursuant to the Act, 2013 and the Listing Regulations, the Company has
formed all the statutory Committees namely, the Audit Committee, the Nomination and
Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholders'
Relationship Committee and the Risk Management Committee.
Detailed information about these Committees and relevant information
for the year under review are given in the Corporate Governance Report.
There have been no instances where the Board did not accept the
recommendations of its Committees including the Audit Committee.
20. INTERNAL FINANCIAL CONTROLS
Details in respect of adequacy of internal financial controls
concerning the financial statements are stated in the Management Discussion and Analysis
section which forms part of this Annual Report.
21. VIGIL MECHANISM
The Company has established a vigil mechanism, through a Whistle Blower
Policy, the details of which are given in the Corporate Governance Report which forms part
of this report
22. AUDITORS
a. Statutory auditors
The current Statutory auditors M/s. CNGSN & Associates LLP,
Chartered Accountants, Chennai, have served their maximum permissible term under the Act,
2013. Their term comes to end at the forthcoming Annual General Meeting. The Board wishes
to place on record their gratitude for the valuable guidance and support provided by them
during their tenure.
M/s. CNGSN & Associates LLP, Chartered Accountants, Chennai, have
issued the Auditors' Report for the financial year 2022-23 which does not contain any
qualification, reservation or adverse remark and the same is attached with the financial
statements.
The Audit Commitee and the Board at their meeting held on August 07,
2023 have recommended the appointment of M/s Brahmayya & Co, Chartered Accountants,
(Firm Registration No. 000511S) Chennai, as Statutory Auditors of the Company to hold
office from the conclusion of forthcoming AGM till the conclusion of 37th AGM.
A resolution to this effect forms part of the Notice to the shareholders.
The Company has obtained necessary certificate under Section 141 of the
Act, 2013 conveying their eligibility for being the Statutory Auditors of the Company.
b. Secretarial auditors
Pursuant to Section 204 of the Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to appoint
a Secretarial Auditor for auditing secretarial and related records of the Company.
Accordingly, M/s. Alagar and Associates was appointed as the Secretarial Auditors of the
Company for the financial year March 31, 2023.
The Secretarial Audit Report for the financial year 2022-23, given by
M/s. Alagar and Associates, Company Secretaries, Chennai is attached as Annexure - IV to
this Report. The Secretarial Audit Report does not contain any qualification, reservation
or other remarks.
Pursuant to Regulation 24A of Listing Regulations, the company shall
annex with its Annual Report the Secretarial Audit Report of its material unlisted
subsidiary incorporated in India. Caplin Steriles Limited being a material unlisted
subsidiary of the Company, the Secretarial Audit Report is annexed as Annexure - IV-A to
this Directors Report.
c. Internal auditors
Pursuant to Section 138 of the Act, 2013, the Board at its meeting held
on May 12, 2022 had re-appointed M/s. TBL &
Associates as Internal Auditors for carrying out internal audit of the
Company, for the financial year 2022-23. The internal audit for the financial year 2022-23
was completed as per the scope defined by the Audit Committee.
23. REPORTING OF FRAUDS BY AUDITORS
Pursuant to provisions of the Section 143(12) of the Act, 2013, neither
the Statutory Auditors nor the Secretarial Auditors have reported any incident of fraud to
the Audit Committee during the year under review.
24. CORPORATE GOVERNANCE
Pursuant to Regulation 34 of Listing Regulations, a Report on Corporate
Governance is given separately which forms part of this Annual Report.
25. ANNUAL RETURN
Pursuant to Section 92(3) and 134(3)(a) of the Act, 2013, read with
Rule 12 of Chapter VII Rules of the Companies (Management and Administration) Rules, 2014,
as amended from time to time, Annual Return in Form MGT-7 for FY 2021-22 is uploaded on
the website of the Company and can be accessed at https://www.caplinpoint.net/
index.php/shareholder-information/
26. RISK MANAGEMENT
The Company has constituted a Risk Management Committee in compliance
with the requirements of Regulation 21 of the Listing Regulations. The details of this
Committee and its terms of reference are set out in Corporate Governance Report, which
forms part of this Annual Report.
27. EMPLOYEE STOCK OPTION PLAN
The Company has three stock option schemes in force (i.e) Caplin Point
Employee Stock Option Plan - 2015, Caplin Point Employee Stock Option Plan - 2017 and
Caplin Point Laboratories Limited Employees Stock Option Plan - 2021. The Company had
cumulatively granted 8,14,392 employee stock options across all the schemes of which
3,52,746 equity shares had been allotted as on March 31, 2023. The details as required
under Rule 12 (9) of Companies
(Share Capital and Debentures) Rules, 2014 and SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 as on March 31, 2023 is available at
https://www.caplinpoint.net/index.php/ shareholder-information/
The Company believes that equity based compensation schemes are an
effective tool to reward the employees in the growth of the Company to attract new
talents, to retain the key resources in the organisation and for the benefit of the
present and future employees of the Company and its subsidiaries.
28. PARTICULARS OF EMPLOYEES RELATED DISCLOSURES
The statements required under Section 197, of the Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, as amended, forms part of Annexure - V to this Report.
29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the related party transactions are at arm's length basis and were
approved by the Audit Committee. Those transactions that are not in the normal course of
business are approved by the Board in addition to Audit Committee and, if material, are
taken to shareholders for approval.
All Related Party Transactions are placed before the Audit Committee
for review and approval. Prior omnibus approval of the Audit Committee is obtained on an
annual basis for the transactions which are planned/ repetitive in nature. Related Party
Transactions entered pursuant to the omnibus approval so granted are placed before the
Audit Committee for its review on a quarterly basis, specifying the nature, value and
terms and conditions of the transactions. All the Related Party Transactions under Ind
AS-24 have been disclosed at Note No. 44 to the standalone financial statements forming
part of this Annual Report.
Particulars of transactions with related parties, in prescribed form
AOC-2 is enclosed as Annexure - VI to this Report.
The related party transaction policy and material related party
transactions have been uploaded on the website of the Company at
https://www.caplinpoint.net/wp-content/uploads/2021/07/
RELATED-PARTY-TRANSACTION-POLICY.pdf
30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern status of the Company.
31. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Pursuant to the provisions of Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has put in place
a Policy on Prevention of Sexual Harassment at Workplace and Internal Complaints
Committees (ICC) has been set up to redress complaints. There were no complaints relating
to sexual harassment, pending at the beginning of financial year, received during the year
and pending as at the end of the financial year 2022-23.
32. INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, the Company has credited 1,21,725
unclaimed equity shares of Rs2/- each to IEPF pertaining to those shareholders who have
not encashed/claimed their dividends for a period of seven consecutive years. The voting
rights on the shares outstanding in the IEPF Authority as on March 31, 2023 shall remain
frozen till the rightful owner of such shares claims the shares.
Pursuant to Sections 124 and 125 of the Act, 2013, the unpaid or
unclaimed dividend for the financial year 2015-16(final) has to be transferred to IEPF.
Members, who have not yet en-cashed or claimed the dividends that are yet to be
transferred to the IEPF, are requested to refer the Corporate Governance Report.
33. OTHER DISCLOSURES
a. There has been no change in the nature of business of the Company
during the year under review.
b. Pursuant to Section 197 (14) of the Act, 2013, the Managing Director
of the Company did not receive any remuneration or commission from any of its
subsidiaries.
c. The Company maintains cost records as per Companies (Cost Records
and Audit) Rules, 2014.
d. The Board confirms the compliance of the provisions of the
Secretarial Standards notified by the Institute of Company Secretaries of India, New
Delhi.
34 . ACKNOWLEDGEMENT
The Board of Directors wishes to place on record its sincere
appreciation to the customers, suppliers, business partners and subsidiaries and
shareholders for their support. The Directors would like to thank the Bankers and
financial Institutions as well. The Directors would take this opportunity to appreciate
and sincerely acknowledge the dedication and hard work of the employees for the growth of
the Company.
|
For and on behalf of the Board of Directors |
Place: Chennai |
C C Paarthipan |
Date: August 07, 2023 |
Chairman |
|