Directors' Report To THE MEMBERS 1.Your Directors present their Sixty-ninth Annual Report on the business and operations of the Company together with the audited accounts for the year ended 31st March, 2015. 2. DIVIDEND: The Directors are pleased to recommend payment of dividend @ 15% on the Equity Share Capital (Rs. 1.50 per share of the value of Rs. 10/- each) for the year ended 31st March, 2015. 3. PERFORMANCE: The Company's gross turnover for the year amounted to Rs. 276 crores as compared to Rs. 266 crores in the previous year. The Company earned a profit (before tax) of Rs. 10.87 crores as compared to Rs. 8.10 crores in the previous year. 4. DIRECTORS' RESPONSIBILITY STATEMENT: The Directors confirm that: (a) In the preparation of the annual accounts, the applicable accounting standards have been followed. (b) Appropriate accounting policies have been selected and applied consistently and judgements and 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 31st March, 2015 and of the Profit of the Company for the year ended 31st March, 2015. (c) Proper and sufficient care have been taken for the maintenance of adequate accounting 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 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 operating effectively; 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 operating effectively. 5. DIRECTORS: Resignation of Director(s) - Mr. Rakesh Khanna resigned from the Board on 26th September, 2014. The Board wishes to place on record its appreciation of the valuable service and guidance rendered by him during his tenure. Re-appointment of Director liable to retire by rotation - In terms of Section 152 of the Companies Act, 2013, Mr. Mofatraj P. Munot, Director is liable to retire by rotation at the ensuing Annual General Meeting and offers himself for re-appointment. Other information pertaining to Mr. Mofatraj P. Munot is provided in Corporate Governance Report annexed as Annexure IIA to this Report. Appointment of Independent Director(s) - Pursuant to the provisions of the Section 149 of the Companies Act, 2013, Mr. Bhoumick S. Vaidya, Mr. K. V. Mani, Ms. Anjali Seth, Mr. Nitin K. Joshi and Mr. Siddharth S. Shetye were appointed as Independent Directors for a term of 5 years commencing from 26th September, 2014 by the shareholders at the Annual General Meeting held on 26th September, 2014. The Independent Directors have submitted the declaration of Independence, pursuant to Section 149 of the Companies Act, 2013, stating that they meet the criteria of independence. 6. EVALUATION OF THE BOARD'S PERFORMANCE: In compliance with the provisions of Companies Act, 2013, and Clause 49 of the Listing Agreement, it is necessary to evaluate the performance of the Board and its members by the independent Directors of the Company. Pursuant to Schedule IV of the Companies Act, 2013 and the Rules made thereunder, a separate meeting of the Independent Directors was held on 22nd May, 2015 with out the attendance 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. 7. 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. 8. CORPORATE GOVERNANCE: In terms of Clause 49 of the Listing Agreement, 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. 9. CORPORATE SOCIAL RESPONSIBILITY (CSR): The CSR committee comprises Mr. Robin Banerjee, Mr. Suresh A. Gandhi and Mr. Bhoumick S. Vaidya as members of the Committee. The CSR committee formulate and recommends to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at the link: <http://www.caprihansindia.com/> corporatepolicy During the year the Company has adopted a Municipal School in Nasik for carrying out the CSR activities and the same is in progress. The Annual Report on CSR activities is given in Annexure IV to this report. 10. 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. 11. RISK MANAGEMENT: During the year the Board constituted a Risk Management Committee. The Committee met during the year, deliberated upon the probable risk areas and took appropriate actions. 12. VIGIL MECHANISM: The vigil mechanism of the Company, which incorporates a whistle blower policy is in terms of the Listing Agreement. 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: <http://www.caprihansindia.com/corporatepolicy> 13. AUDITORS AND AUDITORS REPORT: STATUTORY AUDITOR: At the Sixty-eighth Annual General Meeting (AGM) held on 26th September, 2014, Messrs M. P. Chitale & Company, Chartered Accountants (Reg. No.: 101851 W), were re-appointed as the Statutory Auditor of the Company to hold office from the conclusion of the Sixty-eighth AGM till the conclusion of Seventy-first AGM of the Company to be held in the year 2017, subject to ratification of the appointment by the Members at every AGM held after Sixty-eighth AGM. Observations in the Auditors' report regarding Note Nos. 24(2) and 24(4) of the financial statements are non-qualificatory in nature. SECRETARIAL AUDITOR: The Board had appointed M/s. Jagdish Patel & Co., Company Secretaries in wholetime practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-15. The Report of the Secretarial Auditor pursuant to Section 204(1) of the Companies Act, 2013 and the rules made there under is given in Annexure V to this report. 14. DISCLOSURES: (a) AUDIT COMMITTEE: The Audit Committee comprises of Mr. Suresh A. Gandhi (Chairman) and Mr. Bhoumick S. Vaidya and Mr. Siddharth S. Shetye, Independent Directors as members. All the recommendations made by the Audit Committee were accepted by the Board. (b) PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES: In terms of the provisions of Section 197(12) of the Companies Act 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of the Annual Report. Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 also forms part of the Annual Report. However, as per the provisions of Section 136(1) of the Companies Act, 2013 the Report and Accounts are being sent to the members, excluding the aforesaid information. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company. (c) EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the annual return is given in Annexure VI to this report. (d) NUMBER OF BOARD MEETINGS: The Board of Directors met 5 (five) times during the financial year 2014-15. 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 into 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 Agreement. All the related party transactions are presented to the Audit Committee for their recommendations to the Board. The disclosures relating to the transaction with related parties are mentioned in Note 24(7) of Notes on Financial Statement. (f) PARTICULARS OF LOAN GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED: Particulars of loan given are provided in the Note No. 9 and 15 to the notes on financial statements. 15. INDUSTRIAL RELATIONS: The industrial relations remained cordial during the year. 16. 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 the co-operation and assistance extended by them. On behalf of the Board of Directors MOFATRAJ P. MUNOT Chairman Mumbai, Dated: 22nd May, 2015 |