Directors Report of Control Print Ltd.
Mar 31, 2018
To the Members,
The Directors are pleased to present 27th Annual Report of the Company along with Audited Accounts for the financial year ended March 31, 2018.
FINANCIAL PERFORMANCE
Your Companyâs financial for the year ended March 31, 2018 as compared to the previous financial year ended March 31, 2017 is summarized below:
Rs. in Lakhs
|
Particulars |
Current Year 2017-18 |
Previous Year 2016-17 |
|
Revenue from Operations Other Income Total Income Net Profit before Exceptional Items and Tax Exceptional Items Profit Before Tax Tax Expenses Profit After Tax Other Comprehensive Income (Net of Tax) Total Comprehensive Income for the year |
17,393.48 43.56 |
14,782.57 69.14 |
|
17,437.04 |
14,851.71 |
|
|
4,244.53 (393.31) |
2,363.74 240.96 |
|
|
3,851.22 688.51 |
2,604.70 629.30 |
|
|
3,162.71 7.85 |
1,975.40 (11.88) |
|
|
3,170.56 |
1,963.52 |
REVIEW OF OPERATIONS AND STATE OF AFFAIRS:
The total income of the Company for the year ended as on March 31, 2018 is Rs. 17,437.04 lakhs which is higher by about 17.41% over that for the previous year which was Rs. 14,851.71 lakhs, on account of considerable progress in various projects/ activities. Total Comprehensive Income increased to Rs. 3,170.56 lakhs in the current year from Rs. 1,963.52 lakhs in the previous year, registering a growth of61.47%.
On January 08, 2018, the Company has issued and allotted 659,340 Equity Shares of Rs. 10/- each at an issue price of Rs. 455 per share to raise Rs. 30 Crore by way of Qualified Institutional Placement (âQIPâ) under Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and Section 42 of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of Securities Rules, 2014). Expenses related to the issue amounting to Rs. 63.22 lakhs have been adjusted against Securities Premium. Use of the net proceeds of the Qualified Institutional Placement is intended for business purposes such as capital expenditure for ongoing and future expansion projects, acquisition, working capital and general corporate purposes and any other purposes as may be permissible under applicable law. The proceeds (net of issue expenses) has been utilised towards reduction of short term bank borrowing for working capital.
Your Company is Indiaâs one of the leading player in manufacturer of Coding and Marking Machines and Consumables thereof.
Your Company is looking to expand its global foot print by exploring other international markets, and will be launching the Control Print Brand of Coding and Marking Machines and Consumables thereof in other countries with high growth potential. This will be a good growth opportunity for the Company in the coming few years.
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 AND RESERVE
During the year, the Board of Directors of the Company at their meeting held on January 31, 2018, declared Interim Dividend of Rs. 3.00 per equity shares, which has been paid in February, 2018. Total outflow on account of interim dividend payout including dividend distribution tax amounted to â 589.69 lakhs.
In line with the good performance during the year, your Directors are pleased to recommend for approval of members, a final dividend of Rs. 3.50 per equity share of face value of Rs. 10/- each for the year ended March 31, 2018.
The dividend will be paid in compliance with the applicable Rules and Regulations. The total dividend forthe financial year, including the proposed Final Dividend, amounted to Rs. 6.50 per equity share and will absorb Rs. 1,278.82 lakhs.
During the year under review, no amount from profit was transferred to General Reserve.
CHANGE IN CAPITAL STRUCTURE
During FY 2017-18, your Company offered Equity Shares to the Qualified Institutional Buyers (âQIBsâ) on preferential allotment basis through Qualified Institutions Placement (âQIPâ), in accordance with Chapter VIII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. Accordingly, 659,340 Equity Shares ofRs. 10/- each were allotted to QIBs in January, 2018 at an issue price of Rs. 455/- per Equity Share (including premium of Rs. 445/- per Equity Share). Post issuance of Equity Shares under QIP, the issued, subscribed and paid-up capital of your Company has increased from Rs. 156,723,720/- in FY 2016-17 to Rs. 163,317,120/- in FY 2017-18.
SUBSIDIARY COMPANY
As on March 31, 2018, the Company has only one wholly-owned subsidiary company namely âLiberty Chemicals Private Limitedâ.
As per the provisions of Section 129(3) of the Companies Act, 2013 (âActâ), a statement containing salient features of the financial statements of the Companyâs subsidiary in Form AOC-1 is annexed as âAnnexure - Aâ 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 ofsubsidiary 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 at the Registered Office ofyour Company between 11.00 a.m. to 4.00 p.m. on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (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/
FIXED DEPOSITS
In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 read with the relevant rules, your Company has not accepted any fixed deposits during the year under review.
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 [âSEBI (LODR), 2015â] 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 SEBI (LODR), 2015.
BOARD OF DIRECTORS
Appointment
The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, appointed Ms. Ritu Joshi as a Non-Executive Director of the Companyw.e.f. December 25, 2017.
Re-appointment
Mr. Basant Kabra (DIN: 00176807) was appointed as Managing Director of the Company for a period of three years with effect from January 01, 2016 upto December 31, 2018. On the recommendation of the Nomination & Remuneration Committee, the Board of Directors at its meeting held on May 25, 2018, has recommend re-appointment of Mr. Basant Kabra as a Managing Director of the Company for a further period ofthree years with effect from January 01, 2019.
Resignation
During the year, Ms. Nyana Sabharwal, Whole-time Director of the Company resigned from the services of the Company with effective from October 01, 2017.
Retiring by Rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companyâs Articles of Association, Mr. Shiva Kabra, Director, 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 ensuing Annual General Meeting.
Declaration of Independence by Independent Directors
The Independent Directors ofyour Company have submitted declaration confirming thatthey meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation16(1)(b) of the SEBI (LODR), 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year.
FAMILIARIZATION PROGRAMME
The Company has formulated a Familiarization Programme for Independent Directors with an aim to familiarize 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 familiarization of Independent Directors with the Company are disclosed on the website of the Company under the web link https://www.controlprint.com/investors/details-of-familarisation-programme/
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has an adequate Internal Financial Control System, commensurate with the size, scale 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 the factories and other functional areas. The findings are then taken up by audit committee along with management response for suitable action. The Company has also implemented SAP ERP system, it helps to minimize human errors and plugging the loopholes. The Company also has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly. The Company has adequate and effective internal audit system, covering on a continuous basis, the entire gamut of operations and services spanning all locations, business and functions. The Audit Committee monitors the Internal Audit System on regular intervals and directs necessary steps to further improve the Internal Control system.
MEETINGS OF THE BOARD
Six meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance.
DIRECTORSâ 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 Sections 134(3)(c) and 134(5) of the Act that:
a) in the preparation of the annual accounts for the year ended March 31, 2018, 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 March 31, 2018 and of the profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care 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 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.
COMPANYâS POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION
The Board of the Directors has framed the policy which lays down a framework in relation to Remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination and Remuneration Committee has designed the Remuneration Policy in order to attract, motivate and retain the executive talent needed to achieve superior performance in a competitive market. The Nomination and Remuneration Policy is available at website of the Company under web link https://www.controlprint. com/wp/wp-content/uploads/Nomination and Remuneration-Policy.pdf
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR), 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 Board 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 Committee was evaluated on the basis of the criteria approved. The Board and the NRC reviewed the performance of the individual Directors. In addition, the Chairman was also evaluated on the key aspects ofhis 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.
AUDITORS
Statutory Auditors and Auditorsâ Report
M/s. Jhawar Mantri & Associates, Chartered Accountants (Firm Registration No. 113221W), were appointed as Statutory Auditors of the Company, for a term of5 (five) consecutive years, at the 26th AGM held on September 15, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company.
Pursuant to the notified section of Companies (Amendment) Act, 2017, the Company shall not require to seekthe approval of Members for the ratification of Statutory Auditors at every AGM; the relevant amendment made effective on May 07, 2018. Hence, the ratification of Statutory Auditors at the ensuing 27th AGM is not sought.
The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation, adverse remark or disclaimer.
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, M/s. Paresh Jaysih Sampat (Membership No. 33451). Cost Accountants (Firm Registration No. 102421), as Cost Auditors of the Company for the Financial Year 2018-19.
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 2018-19.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Nilesh Shah & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is annexed as âAnnexure - Bâ and forms an integral part of this Report.
There were no qualifications, reservation or adverse remark or disclaimer made by Secretarial Auditor in its report.
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act, 2013 (âthe Actâ) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed as âAnnexure - Câ and forms an integral part of this Report.
RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered by the Company during the financial year with related party were on armâs 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 statements 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 policy on the same as approved by the Board is uploaded on the Companyâs web link viz. https://www.controlprint.com/wp/wp-content/uploads/Related-Party-Transactions-Policy.pdf
VIGIL MECHANISM / WHISTLE BLOWER
Your Company has a Vigil Mechanism in place as required under Section 177 of the Act and the SEBI (LODR), 2015. The mechanism provides for adequate safeguards against victimization of persons who use such mechanism and makes provisions for direct access to the Chairman of the Audit Committee. More details in this regard have been outlined in the Corporate Governance Report annexed to this report. The Policy is disclosed on the Companyâs website with the following link: https://www.controlprint.com/wp/wp-content/uploads/Viail-Mechanism-or-Whistle-Blower-Policv.pdf
RISK MANAGEMENT
Risk Management within the organization involves reviewing the operations of the organization, identifying potential threats to the organization and the likelihood of their occurrence, and then taking appropriate actions to address the most likely threats.
The Company is re-visiting its approach towards risk and shall periodically review and mitigate them through proper policies in place to manage all types of risk majorly financial risk, business risk, inventory pricing risk, regulatory risk and HR risk through review, audit and reporting mechanism.
CREDIT RATING
During the year under review, following ratings reviewed by CRISIL, a Credit Rating Agency on the Long-Term and Short- Term bank facility(ies) of the Company.
|
Bank Loan Facilities Rated |
Rating |
|
Long-Term Rating |
CRISIL A- /Stable |
|
Short-Term Rating |
CRISIL A2 |
CORPORATE SOCIAL RESPONSIBILITY
As a part of its initiative under the âCorporate Social Responsibilityâ (CSR) drive, the Company has undertaken projects in the promoting health care and education. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Companyâs CSR policy.
The Company has undertaken the following CSR Projects in the current financial year:
1. Improving quality of education and skill development at two government schools situated at Nalagarh and Pune.
2. To equip children from marginalized communities with high quality, value based education to enable them to develop their limitless potential.
3. Providing holistic nutritional intervention to underprivileged children afflicted with cancer in Kolkata and Hyderabad.
The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as âAnnexure -Dâ and forms an integral part of this 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.
PARTICULARS OF EMPLOYEES
In accordance with the requirements of Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended regarding employees is given in âAnnexure-Eâ and forms an integral part of this Report.
PARTICULARS OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN 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 âAnnexure Fâ and forms an integral part of this Report.
SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS
No significant and material orders have been passed by the Regulators/Courts/Tribunals impacting the going concern status and Companyâs operations in future.
ENVIRONMENT AND SAFETY
Your Company is conscious of the importance of environmentally clean and safe operations. Your Company endeavors 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.
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 âThe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â. During the year, there were no complaints received relating to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
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, dealers, agents, suppliers, technology partners, investors, Government Authorities and bankers for their continued support and faith reposed in the Company. Your Directors are deeply grateful to the shareholders for the confidence and faith that they have always reposed in the Company.
For and on behalf of the Board
Basant Kabra Shiva Kabra
Place: Mumbai Managing Director Joint Managing Director
Date: May 25,2018 (DIN:00176807) (DIN:00190173)
Mar 31, 2015
Dear Members,
1. CORPORATE OVERVIEW:
The Company is India's leading player in coding and marking solutions
business having its corporate headquarter in Mumbai.
Your Company prepares its financial statements in compliance with the
requirements of the Companies Act, 2013 and the Generally Accepted
Accounting Principles (GAAP) in India. Overall the financial statements
have been prepared on historical cost basis. The estimates and
judgments relating to the financial statements are made on a prudent
and reasonable basis, so as to reflect in a true and fair manner the
form and substance of transactions and reasonably present your
Company's state of affairs, profit and cash flows for the year ended
March 31,2015.
2. FINANCIAL RESULTS:
Your Directors have great pleasure in presenting the Twenty-fourth
Annual Report of your Company along with the Audited Statement of
Accounts for the year ended 31st March, 2015.
Particulars Current Year Previous Year
2014-15 2013-14
Sales & Service Income 11,292.33 9,105.77
Other Income including Exceptional Income 363.00 98.10
Total Income 11,655.33 9,203.87
Profit before Depreciation & Tax 2,986.69 2054.47
Less: Depreciation 191.78 118.18
Net Profit before Taxation 2,794.91 1,945.07
Less: Provision for Taxation 790.00 525.00
Deferred Tax (Assets) / Liability (11.23) 0.09
Earlier years adjustment 100.89 8.78
Net Profit After Tax & Extraordinary Items 1,915.25 1,411.20
Balance brought forward 4,263.53 3,278.68
Balance available for appropriation 6,178.78 4,689.88
Proposed Dividend 393.93 236.21
Tax on Dividend 78.76 40.14
Transfer to General Reserve 200.00 150.00
Adjustments Relating to Fixed Assets
- Depreciation Impact 19.90 -
Schedule II
Transfer to Exchange Fluctuation Translation
Reserve 16.10 -
Balance carried to Balance Sheet 5,470.09 4,263.53
Overview of Company's Financial Performance
Despite a competitive environment, your Company delivered good results.
Your Company's business continues to grow. Income from Sales for the
year increased to Rs. 11,292.33 lakh as against Rs. 9105.77 lakh during the
previous year.
The Profit Before Tax during the year was Rs. 2,794.91 lakh as against Rs.
1,945.07 Lakh during the previous year. The Profit After Tax &
Extraordinary Item also increased, standing at Rs. 1,915.25 lakh as
against Rs. 1411.20 Lakh during the previous year.
Your Company continued to lay emphasis on cash generation driven by
strong business performance, focus on efficiencies, cost management and
continued efficient collection system. Your Company achieved its goals
by focusing on strategic initiatives which are: engaging to build own
brands, innovation for growth, being effective and efficient and
leading to win.
There are no material changes and commitments affecting the financial
position of your company which occurred between the end of financial
year 2014 -15 and the date of this report.
3. CONSOLIDATED FINANCIAL STATEMENTS:
As stipulated by Clause 32 of the listing agreement with the stock
exchanges, the consolidated financial statement has been prepared by
the Company in accordance with the applicable Accounting Standards. The
audited consolidated financial statements together with Auditor's
Report forms part of the Annual Report.
4. SUBSIDIARY COMPANY :
The Company continues to hold and have control over its wholly owned
subsidiary Company viz. "Liberty Chemicals Private Limited".
Pursuant to the provisions of Section 129(3) of Companies Act, 2013, a
statement containing the salient features of financial statements of
Subsidiaries in Form AOC-1 is attached to the Accounts. The financial
statements of the subsidiary companies and related information are
available for inspection by the members at the Registered Office of
your Company during business hours on all days except Saturdays,
Sundays and public holidays upto the date of the Annual General Meeting
(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 www.controlprint.com.
5. DIVIDEND:
During the year, the Company paid an Interim Dividend of 20% i.e. Rs. 2/-
(Rupees Two only) per Equity Share of Rs. 10 /- each. Your Directors are
pleased to recommend a final dividend of Rs. 2/- (Rupees Two only) per
Equity Share making it Rs. 4/- for this year. If approved by the
shareholders the total dividend payout will be Rs. 393.93 Lakhs.
6. TRANSFER TO GENERAL RESERVE:
The Company proposes to transfer an amount of Rs. 200.00 lakh to the
General Reserve. An amount of Rs. 1,206.56 lakh is proposed to be
retained in the Statement of Profit and Loss.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange, is presented in a separate section forming part of the Annual
Report.
8. DIRECTORS & KEY MANAGERIAL PERSONNEL:
I. Appointment:
Further, in compliance with the provisions of Sections 149, 152,
Schedule IV and other applicable provisions, if any, of the Companies
Act, 2013 read with Companies (Appointment and Qualification of
Directors) Rules, 2014, Mr. Rakesh Agrawal (DIN: 00057955), Mr. S. S.
Jangid (DIN: 01186353) and Mr. Gaurav Himatsingka (DIN: 00050776) were
appointed as Independent Directors on the Board of Directors of your
Company at the 23rd Annual General Meeting of your Company held on 12th
September 2014 to hold office up to five consecutive years up to 31st
March, 2019.
Ms. Nyana Sabharwal (DIN: 02997515) has been appointed as an Additional
Director and designated as Whole-time Director by the Board of
Directors w.e.f. 1st October 2014.
Ms. Nyana Sabharwal is Post Graduate Diploma in Public Relations and
Corporate Communications and Masters of Science in NGOs and
Development. As an Additional Director, Ms. Nyana Sabharwal shall hold
office up to the date of ensuing Annual General Meeting. The Company
has received a written notice as per the provisions of Section 160 of
the Companies Act, 2013, from a member proposing her candidature for
the office of Director.
II. Retirement by rotation:
In accordance with the provisions of Section 152(6) of the Companies
Act, 2013, Mr. Shiva Kabra (DIN: 00190173) will retire by rotation at
the ensuing Annual General Meeting of the Company and being eligible,
offers himself for re-appointment.
Further details about the above directors are given in the Notice
convening the Annual General meeting.
III. Declaration by Independent Directors:
All Independent Directors have given declaration that they meet the
criteria of independence as laid down under Section 149(7) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
IV. Evaluation of the Boards' Performance:
In Compliance with the requirements of provisions of the Companies Act,
2013 and Clause 49 of the Listing Agreement, the Board has carried out
an annual performance evaluation on 30th June 2015 of the directors
individually as well as the evaluation of the working of the Board as a
whole and the Committees. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report.
V. Remuneration Policy:
The Board of Directors have framed a policy which lays down a framework
in relation to remuneration of Directors and Key Managerial Personnel
as approved by the Nomination and Remuneration Committee of the Board.
The policy also lays down the criteria for selection of Directors.
Further details of the same forms part of the Corporate Governance
Report.
9. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Companies Act, 2013, the Directors to
the best of knowledge and belief hereby confirm that:
(a) in the preparation of the Annual Accounts for the Financial Year
31st March 2015, the applicable accounting standards 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 the 31st March, 2015 and of the profit and loss of
the Company for the year ended 31st March, 2015;
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared 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
in place, however they are required to be continuously evaluated and
strengthened for operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
10. CORPORATE GOVERNANCE:
As required pursuant to Clause 49 of Listing Agreement of the Stock
Exchanges, a separate section containing Corporate Governance, as
approved by the Board of Directors, together with the Certificate from
the Auditors of the Company confirming the compliance with the
requirements of Corporate Governance forms part of this Annual Report.
11. DISCLOSURES UNDER THE COMPANIES ACT, 2013
I. Extract of Annual Return:
The details forming part of the extract of the Annual Return in Form
MGT - 9, as required under Section 92 of the Companies Act, 2013, is
included in this Report as Annexure "A".
II. Number of Board Meetings:
During the year, the Board of Directors met five times. The details of
board meetings and the attendance of the Directors are provided in the
Corporate Governance Report. The intervening gap between the meetings
was within the period prescribed under the Companies Act, 2013 and
Listing Agreement. Pursuant to Schedule IV of the Companies Act, 2013,
a separate meeting of the Independent Directors was also convened
during the year.
III. Increase in share capital:
During the year, the Company has allotted Equity shares to Promoters
and Promoter Group as mentioned below:
a) 375,000 Equity Shares on exercise of option to convert 375,000
warrants on 30th May 2014.
b) 400,000 Equity shares on exercise of option to partly convert
1,000,000 warrants on 10th November 2014.
c) Consequently, the paid up Equity share capital of the Company has
increased from Rs. 90,732,480/- to Rs. 98,482,480/- comprising of 9,848,248
Equity Shares of Rs. 10/- each.
Presently, 600,000 warrants allotted to the Promoters and Promoter
Group on preferential basis are pending to be converted.
IV. Related Party transactions:
All existing transactions with the related parties during the year
under review were on arm's length basis. Further, there are no material
significant related party transactions with Promoters, Directors or Key
Managerial Personnel etc. which may have potential conflict with the
interest of the Company at large. Transactions entered into with
Related Parties during the year under review do not attract the
provisions of Section 188 of the Companies Act, 2013. Thus, disclosure
in Form AOC -2 is not required.
The details of the related party transactions as required under
Accounting Standard - 18 are set out in notes to accounts to the
standalone financial statements forming part of this Annual Report.
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.
The policy on Related Party Transactions as approved by the Board has
been uploaded on the website of the Company. The web-link of the same
is: www.controlprint.com
V. Utilisation of proceeds of capital raised by public or right issue
or preferential allotment as per SEBI (ICDR) Regulations, 2009
During the year, Company has not made public or right issue. Promoters
had exercised the option of converting 375,000 warrants issued on 25th
February 2013 and 400,000 warrants out of 1,000,000 warrants issued on
27th January 2014 into Equity Shares. 600,000 warrants are pending for
conversion as on 31st March, 2015.
The proceeds of the preferential issue of warrants was utilized for its
main object which was to fund the various growth plans, future
investments and other general corporate purpose of the Company.
12. AUDITORS AND AUDITORS' REPORT:
I. Statutory Auditors:
M/s. Dosi & Jain, Chartered Accountants, the Statutory Auditors of the
Company were re-appointed at the 23rd Annual General Meeting for a term
of three years till the conclusion of the 26th Annual General Meeting
subject to ratification by shareholders at each Annual General Meeting.
Your Board recommends the ratification of appointment of the Statutory
Auditors.
M/s. Dosi & Jain, pursuant to Section 141(3) of the Companies Act, 2013
have furnished written consent and a certificate stating that they are
eligible for re-appointment and that the appointment, if made, shall be
in accordance with the applicable provisions of the Companies Act, 2013
and rules issued thereunder. In terms of Clause 41(1)(h) / 49 of the
Listing Agreement, the Statutory Auditors of your Company are subjected
to the Peer Review Process of the ICAI and hold a valid certificate
issued by Peer Review Board of ICAI.
There is no qualification for the year under review in the Audit
Report.
II. COST AUDITORS:
As per the requirement of Central Government and pursuant to Section
148 of the Companies Act, 2013, and Companies (Cost Records and Audit)
Rules, 2014 the Company carries out an audit of cost records. The Board
of Directors, on recommendation of Audit Committee, has appointed Mr.
Paresh Jaysih Sampat, as Cost Auditors to audit the cost records of the
Company for the Financial Year 2015-16. The remuneration proposed to be
paid to the Cost Auditor, would not be exceeding Rs. 1,55,000 (Rupees One
Lakh Fifty Five Thousand Only) excluding taxes and out of pocket
expenses, if any. As required under the Companies Act, 2013, a
resolution seeking member's approval for the remuneration payable to
Cost Auditor forms part of the Notice convening the Annual General
Meeting. Mr. Paresh Sampat has confirmed that his appointment is
within the limits of the Section 141 of the Companies Act, 2013, and
also has certified that he is free from any disqualifications specified
under Section 141 of the Act. The Audit Committee has also received a
certificate from the Cost auditor certifying his independence and arm's
length relationship with the Company.
The Cost Audit Report for the Financial Year 2012-13 was placed before
the Board at their meeting held on 30th May 2015.
III. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company has appointed M/s Pradeep Purwar &
Associates, Practising Company Secretaries, to carry out Secretarial
Audit in terms of Section 204 of the Companies Act, 2013, for the
financial year 2014-15. The report of the Secretarial Auditor is
annexed to this report as Annexure "B".
Management reply to Observations raised in the Secretarial Audit Report
are as under:
Sr No Applicable Law
1 Non filing of MGT-14 for appointment of CFO
under Companies Act, 2013 and Rules made thereunder
Observation
The Company had already filed Form DIR 12 and Form MR 1 to intimate the
Registrar of Companies about re-designation of CFO as KMP of the
Company. Filing of Form MGT 14 was inadvertently missed out. The
Company will initiate steps to apply for condonation of delay in
filling Form MGT-14.
2. Late intimation to Stock exchange of disclosures received under
Regulation 13(2) and 13(4) of Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 1992
Filing of intimation to Stock Exchange was missed inadvertently. The
Company will ensure timely filing of intimation in future.
3. Basic salary paid to employees / workers in some cases is less than
the limit prescribed by the respective state governments under Minimum
Wages Act, 1936
The Company has revised the salary structure from April 2015 to ensure
compliance with provisions of Minimum Wages Act, 1936
4. Non-submission of annual return of hazardous
waste on Form-4 and Environment Statement on Form V under Hazardous
Wastes (Management and Handling) Rules, 2008
The Company will ensure that annual and other returns will be filed on
timely basis with provisions of Hazardous Wastes (Management and
Handling) Rules, 2008.
13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has internal controls in place and internal auditors
periodically reviews the same and reports on the effectiveness. The
Company now also recognizes the need of reviewing the internal control
systems to ensure the same is commensurate with its size, scale and
ever increasing complexities of its operations. The Audit Committee
and the Board of Directors welcomes the change in the Companies Act,
2013 in terms of emphasizing the importance of internal financial
controls and shall take all requisite action to ensure a robust control
mechanism is put in place through organization structure, policies and
processes with manual and automated control built and tested to ensure
safeguarding of its assets, accuracy and completeness of the accounting
records, timely preparation of reliable financial information and
prevention and detection of frauds and errors.
14. BUSINESS RISK MANAGEMENT:
Pursuant to the requirement of revised Clause 49 of the Listing
Agreement, the Company has constituted a Risk Management Committee. The
details of the committee forms part of the Corporate Governance Report.
The Company has also adopted a Risk Management Plan to assess risk and
for laying risk minimization procedures.
The Company is laying down a well-defined risk management mechanism
covering the risk mapping, risk exposure, potential impact and risk
mitigation process. A detailed exercise shall be carried out to
identify, evaluate, manage and monitor both business and non-business
risks.
The Company is re-visiting its approach towards risk and shall
periodically review and mitigate them through proper policies in place
to manage all types of risk majorly financial risk, business risk,
inventory pricing risk, regulatory risk and HR risk through review,
audit and reporting mechanism.
15. WHISTLE BLOWER MECHANISM:
In compliance with Section 177(9) of Companies Act, 2013 and Clause 49
of Listing Agreement, Company has established Whistle Blower Mechanism.
The mechanism provides for adequate safeguards against victimization of
persons who use such mechanism and makes provisions for direct access
to the Chairman of the Audit Committee in appropriate or exceptional
cases. The details of vigil mechanism is available in the website of
the Company www.controlprint.com.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR):
In terms of the provisions of Section 135 of the Companies Act, 2013
the Company has constituted a CSR Committee. The Company has adopted a
CSR policy the scope of which includes Education, Innovation, Gender
Equality, Health Care and Rural Development. These scopes are in
accordance with Schedule VII of the Companies Act, 2013. The CSR policy
of the Company is available on its website www.controlprint.com. As
part of the CSR initiatives, the Company has supported projects as
specified in Annexure "C".
During the year the Company could not spend the entire 2% of its
average profit of the last three years as there was delay in the
process of initiation of the school adoption program as approved by the
Board.
17. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND:
The Company sends letters through its RTA to all shareholders whose
dividends are unclaimed so as to ensure that they receive their
rightful dues. Efforts are also made in co-ordination with the
Registrar to locate the shareholders who have not claimed their dues.
During the year, the Company has transferred a sum of Rs. 229,963/-
(Final dividend for the Financial Year 2005-06) to Investor Education &
Protection Fund (IEPF), which was pending to be transferred due to some
technical problems. Further the Company had also transferred Rs.
332,958/- (Final dividend for the Financial
Year 2006-07) to IEPF, the amount which was due & payable and remained
unclaimed and unpaid for a period of seven years, as provided in
Section 205C of the Companies Act, 1956. Despite the reminder letters
sent to each shareholder, this amount remained unclaimed and hence was
transferred.
18. FIXED DEPOSIT:
The Company has neither invited nor accepted any deposits from public
during the year under review under the Companies (Acceptance of
Deposit) Rules, 2014 read with Section 73 of the Companies Act, 2013.
19. 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.
20. PARTICULARS OF EMPLOYEES:
The information required under Section 197 read with Rule, 5 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, has been given in Annexure - "D" appended hereto and forms
part of this report.
21. PARTICULARS OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND
OUTGO:
In accordance with the requirements of Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts)
Rules, 2014, a statement showing particulars with respect to
Conservation of Energy, Technology Absorption and a Foreign Exchange
Earning and Outgo is annexed hereto as Annexure "E" and forms part
of this Report.
22. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant and material orders passed by the Regulators /
Courts that would impact the going concern status of the Company and
its future operations.
23. ENVIRONMENT AND SAFETY:
Your Company is conscious of the importance of environmentally clean
and safe operations. Your Company endeavors 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.
24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company has a policy for the prevention of sexual harassment. It
ensures prevention and deterrence towards the commissioning of acts of
sexual harassment and communicates procedures for their resolution and
settlement. A Committee has been constituted in accordance with the
requirements under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 which ensures
implementation and compliance with the law as well as the policy. The
Company has not received any complaints relating to sexual harassment
at work place from any women employee, during the year.
25. 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, dealers, agents, suppliers, technology
partners, investors, Government Authorities and bankers for their
continued support and faith reposed in the Company. Your Directors are
deeply grateful to the shareholders for the confidence and faith that
they have always reposed in the Company.
For and on behalf of the Board of Directors
Basant Kabra Shiva Kabra
Managing Director Whole-time Director
Mumbai, 30th June, 2015 DIN: 00176807 DIN: 00190173
Mar 31, 2014
1. CORPORATE OVERVIEW:
The Company is India''s Leading player in coding and marking solutions
business having its corporate headquarters in Mumbai.
Your Company prepares its financial statements in compliance with the
requirements of the Companies Act, 1956 and the Generally Accepted
Accounting Principles (GAAP) in India. Overall the financial
statements have been prepared on historical cost basis. The estimates
and judgments relating to the financial statements are made on a
prudent and reasonable basis, so as to reflect in a true and fair
manner the form and substance of transactions and reasonably present
your Company''s state of affairs, profit and cash flows for the year
ended 31st March, 2014.
2. FINANCIAL RESULTS:
The Directors have pleasure in presenting the Twenty-third Annual
Report of your Company along with the Audited Statement of Accounts for
the year ended 31st March, 2014.
(Rs. In lacs)
Particulars Current Year Previous Year
2013-14 2012-13
Sales & Service Income 9,105.77 7,982.15
Other Income including Exceptional
Income 98.10 100.49
Total Income 9,203.87 8,082.64
Profit before Depreciation & Tax 2,054.47 1,599.94
Less: Depreciation 118.18 96.33
Net Profit before Taxation 1,936.29 1503.61
Less: Provision for Taxation 525.00 233.09
Deferred Tax (Assets) / Liability 0.09 26.52
Net Profit 1,411.20 1244.00
Earlier years adjustment 8.78 12.17
Balance brought forward 3,278.68 2,346.99
Balance available for
appropriation 4,689.88 3,590.99
Proposed Dividend 236.21 181.47
Tax on Dividend 40.14 30.84
Transferred to General Reserve 150.00 100.00
Balance carried to Balance Sheet 4,263.53 3,278.68
Business Performance
Despite a competitive environment, your Company delivered good results.
Your Company''s business continues to grow. Income from Sales for the
year increased to Rs. 9,105.77 lakh as against Rs. 7,982.15 during the
previous year.
The Profit Before Tax during the year was Rs. 1,936.29 lakh as against Rs.
1,503.61 lakh during the previous year. The Profit After Tax also
increased, standing at Rs. 1,411.20 lakh as against Rs. 1,244.00 lakh
during the previous year.
Your Company continued to lay emphasis on cash generation driven by
strong business performance, focus on efficiencies, cost management and
continued efficient collection system. Your Company achieved its goals
by focusing on strategic initiatives which are: engaging to build own
brands, innovation for growth, being effective and efficient and
leading to win.
3. FINANCE AND ACCOUNTS:
The Auditors'' Report does not contain any qualification. Notes to
Accounts and Auditors remarks in their report are self explanatory and
therefore do not call for any further comments.
4. DIVIDEND:
Your directors recommend payment of final dividend of Rs. 2.50 (Rupees
Two and Fifty Paise Only) per Equity Share of the face value of Rs. 10 /-
each for the Financial Year ended 31st March, 2014.
5. CONSOLIDATED ACCOUNTS:
The Consolidated Financial Statements of the Company are prepared in
accordance with relevant Accounting Standards viz. AS-21 issued by the
Institute of Chartered Accountants of India and form part of this
Annual Report.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange, is presented in a separate section forming part of the Annual
Report.
Your Company continues to closely track developments in the packaging
industry and particularly in Coding and Marking segment in order to
optimize its business model to cope with the threats and promises these
developments hold.
7. DIRECTORS:
Mr. Basant Kabra retires from the Board by rotation and is eligible for
re-appointment at the forthcoming Annual General Meeting. The Notice
convening the Annual General Meeting includes the proposal for
re-appointment of Director.
8. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND:
The Company sends letters to all shareholders whose dividends are
unclaimed so as to ensure that they receive their rightful dues.
Efforts are also made in co-ordination with the Registrar to locate the
shareholders who have not claimed their dues.
During the year, the Company has transferred a sum of Rs. 292,219/-
(Interim dividend for the Financial Year 2005-06) to Investor Education
& Protection Fund (IEPF), the amount which was due & payable and
remained unclaimed and unpaid for a period of seven years, as provided
in Section 205C(2) of the Companies Act, 1956. Despite the reminder
letters sent to each shareholder, this amount remained unclaimed and
hence was transferred.
Transfer of unpaid dividend for the Financial Year 2005-06 (Final) is
pending to be transferred to IEPF due to some technical problems.
Necessary actions and steps are being taken to transfer the unpaid
dividend to IEPF.
9. STATUTORY AUDITORS:
M/s. Dosi & Jain, Chartered Accountants, the Statutory Auditors of the
Company hold office until the ensuing Annual General Meeting and being
eligible, offer themselves for re- appointment. The Board recommends
their re-appointment.
M/s. Dosi & Jain, pursuant to Section 141(3) of the Companies Act, 2013
have furnished the certificate of their eligibility for re-appointment.
10. COST AUDITORS:
As per the requirement of Central Government and pursuant to Section
233B of the Companies Act, 1956, your Company carries out an audit of
cost records. Subject to the approval of the Central Government, the
Company has appointed Mr. Paresh Jaysih Sampat, Cost Accountants, as
Cost Auditors to audit the cost accounts of the Company for the
Financial Year 2013-14.
The Compliance Report for the Financial Year 2011 Â 2012 was filed on
26th June 2013.
The Cost Audit Report for the Financial Year 2012 Â 2013 was placed
before the Board at their meeting held on 30th May 2014.
11. INTERNAL CONTROL SYSTEMS AND THE :IR ADEQUACY
Your Company has an effective internal control system, which is
constantly assessed and strengthened with new/revised standard
operating procedures.
The Audit Committee actively reviews the adequacy, efficiency and
effectiveness of the internal control system and suggests improvements
for strengthening them at regular interval.
The Audit Committee, Statutory Auditors and the Chief Financial Officer
are periodically apprised of the internal audit findings and corrective
actions taken. Internal Audit plays a key role by providing assurance
to the Board of Directors and value addition to the business
operations.
12. ISSUE OF WARRANTS ON PREFERENTI:AL BASIS:
During the year, the Company has issued 10,00,000 Warrants convertible
into Equity Shares of Rs. 10/- each at a premium of Rs. 43.23 per Share as
per the SEBI Guidelines to the Promoters and Promoter Group of the
Company on preferential basis for which Company has received
in-principle approval from Bombay Stock Exchange
13. INVESTMENT IN SUBSIDIARY COMPANY :
The Company continues to hold and have control over its Wholly Owned
Subsidiary Company viz. "Liberty Chemicals Private Limited". The
Statement required under Section 212 of the Companies Act, 1956 is
attached to the Annual Report.
14. FIXED DEPOSIT:
The Company has neither invited nor accepted any deposits from public
during the year under review under the Companies (Acceptance of
Deposit) Rules, 1975 read with Section 58A of the Companies Act, 1956.
15. PARTICULARS OF EMPLOYEES:
In accordance with the requirements of Section 217(2A) of the Companies
Act, 1956 read with Companies (Particulars of Employees) Rules, 1975,
as amended regarding employees is given in ''Annexure - A'' to the
Directors'' Report.
16. PARTICULARS OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND
OUTGO:
In accordance with the requirements of Section 217(1)(e) of the
Companies Act, 1956 read with Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, statement showing
particulars with respect to Conservation of Energy, Technology
Absorption, Foreign Exchange Earning and Outgo is annexed hereto as
''Annexure  B'' and form part of this Report.
17. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby confirm that:
a) in the preparation of annual accounts, the applicable accounting
standards have been followed along with the proper explanation relating
to material departures;
b) appropriate accounting policies have been selected and applied
consistently, and judgments and estimates are made that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company as at 31st March, 2014 and of the profits of the Company
for the year ended 31st March, 2014;
c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
d) the accounts for the financial year ended 31st March 2014 have been
prepared on a going concern basis.
18. CORPORATE GOVERNANCE:
As required pursuant to Clause 49 of Listing Agreement of the Stock
Exchanges, a separate section containing Corporate Governance and
Management Discussion and Analysis Reports, as approved by the Board of
Directors, together with the Certificate from the Auditors of the
Company confirming the compliance with the requirements of Corporate
Governance policies forms part of this Annual Report.
19. ENVIRONMENT AND SAFETY:
Your Company is conscious of the importance of environmentally clean
and safe operations. Your Company''s policy requires the conduct of all
operations 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.
20. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 has been notified on 9th December, 2013. Under
the said Act every company is required to set up a Committee to look
into complaints relating to sexual harassment at work place of any
women employee.
In view of the said Act being notified on 9th December, 2013, the
Company is in the process of setting up the requisite Committee and
putting other Compliance requirements in place.
The Company has not received any complaints relating to sexual
harassment at work place from any women employee, during the year.
21. APPRECIATION:
Your Directors sincerely appreciate the high degree of professionalism,
commitment and dedication displayed by employees at all levels. Your
Directors wish to thank its esteemed corporate clients, dealers,
agents, suppliers, technology partners, investors, Government
Authorities and bankers for their continued support and faith reposed
in the Company. The Directors also wish to place on record their
gratitude to the Members for their continued support and confidence.
For and on behalf of the Board of Directors
Basant Kabra Shiva Kabra
Managing Director Whole-time Director
Mumbai, 30th May, 2014
Mar 31, 2013
To, The Members of Control Print Limited
1. CORPORATE OVERVIEW:
The Company is India''s Leading player in coding and marking solutions
business having its corporate headquarters in Mumbai.
Your Company prepares its financial statements in compliance with the
requirements of the Companies Act, 1956 and the Generally Accepted
Accounting Principles (GAAP) in India. Overall the financial
statements have been prepared on historical cost basis. The estimates
and judgments relating to the financial statements are made on a
prudent and reasonable basis, so as to reflect in a true and fair
manner the form and substance of transactions and reasonably present
your Company''s state of affairs, profit and cash flows for the year
ended March 31, 2013.
2. FINANCIAL RESULTS:
The Directors have pleasure in presenting the Twentysecond Annual
Report of your Company '', along with the Audited Statement of Accounts
for the year ended 31st March, 2013. ;
(In lacs)
Current Year Previous Year
2012-13 2011-12
Sales & Service Income 7982.15 6654.35
Other Income including
Exceptional Income 100.49 410.34
Total Income 8082.64 7064.69
Profit before Depreciation & Tax 1599.94 1190.65
Less: Depreciation 96.33 88.99
Net Profit before Taxation 1503.61 1101.67
Less: Provision for Taxation 233.09 170.00
Deferred Tax (Assets) / Liability 26.52 90.73
Net Profit 1244.00 840.94
Earlier years adjustment 12.17 15.73
Balance brought forward 2346.99 1797.65
Balance available for appropriation 3590.99 2638.59
Proposed Dividend 181.47 173.46
Tax on Dividend 30.84 28.14
Transferred to General Reserve 100.00 90.00
Balance carried to Balance Sheet 3278.68 2346.99
3. FINANCE AND ACCOUNTS:
The observations made by the Auditors in their Report have been
clarified in the relevant notes forming part of the Accounts, which are
self-explanatory.
4. DIVIDEND:
Your directors recommend payment of final dividend of Rs.2/- (Rupees Two
Only) per equity share of the face value of Rs.10/- each for the
Financial Year ended 31st March, 2013 subject to approval by the
Shareholde
5. CONSOLIDATED ACCOUNTS:
In accordance with the requirements of Accounting Standard (AS) 21
prescribed by The Institute of Chartered Accountants of India, the
Consolidated Accounts of the Company and its Subsidiary Company is
annexed to this,Report.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange, is presented in a separate section forming part of the Annual
Report.
Your Company continues to closely track developments in the packaging
industry and particularly in Coding and Marking segment in order to
optimize its business model to cope with the threats and promises these
developments hold.
7. DIRECTORS:
During the year, Mr. Basant Kabra was re-appointed as Managing Director
of the Company w.e.f 1st January, 2013. Also, Mr. Shiva Kabra was
re-appointed as Wholetime Director of the Company w.e.f 1st April,
2013. The Board commends the resolution for your approval.
Mr. S. S. Jangid retires from the Board by rotation and is eligible for
re-appointment at the forthcoming Annual General Meeting. The Notice
convening the Annual General Meeting includes the proposals for
re-appointment of Directo
8. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND:
The Company sends letters to all shareholders whose dividends are
unclaimed so as to ensure that they receive their rightful dues.
Efforts are also made in co-ordination with the Registrar to locate the
shareholders who have not claimed their dues.
During the year, the Company has transferred a sum of Rs.6,79,350 to
Investor Education & Protection Fund, the amount which was due &
payable and remained unclaimed and unpaid for a period of seven years,
as provided in Section 205C(2) of the Companies Act, 1956. Despite the
reminder letters sent to each shareholder, this amount remained
unclaimed and hence was transferred.
9. AUDITORS:
M/s. Dosi & Jain, Chartered Accountants, the Statutory Auditors of the
Company hold office until the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. The Board recommends
their re-appointment.
M/s. Dosi & Jain, pursuant to Section 224(1 B) of the Companies Act,
1956 have furnished the certificate of their eligibility for
re-appointment.
10. SHARE CAPITAL:
During the year, Company has issued 4,00,000 equity shares to the
Promoters by way of Preferential Issue through conversion of warrants.
Hence, your Company''s paid up Equity Share Capital has increased to
Rs.9,07,32,480 comprising of 90,73,248 equity shares of Rs.10/- each. At
the same time, the Company has also issued 3,75,000 Warrants
convertible into Equity Shares of Rs.10/- each at a premium of Rs.43.60/-
per Share as per the SEBI Guidelines to the Promoters of the Company on
preferential basis for which Company has received in-principle approval
from Bombay Stock Exchange
11. INVESTMENT IN SUBSIDIARY COMPANY :
The Company continues to hold and have control over its wholly owned
subsidiary Company viz. "Liberty Chemicals Private Limited". The
Statement required under Section 212 of the Companies Act, 1956 is
attached and forms part of this Annual Report.
12. FIXED DEPOSIT:
The Company has neither invited nor accepted any deposits from public
during the year under review under the Companies (Acceptance of
Deposit) Rules, 1975 read with Section 58A of the Companies Act, 1956.
13. PARTICULARS OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND
OUTGO:
In accordance with the requirements of Section 217(1)(e) of the
Companies Act, 1956 read with Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, statement showing
particulars with respect to Conservation of Energy, Technology
Absorption, Foreign Exchange Earning and Outgo is annexed hereto as
Annexure -A'' and form part of this Report.
14. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby confirm that:
a) In the preparation of annual accounts, the applicable accounting
standards have been followed along with the proper explanation relating
to material departures;
b) Appropriate accounting policies have been selected and applied
consistently, and judgments and estimates are made that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company as at 31st March, 2013 and of the profits of the Company
for the year ended 31st March, 2013;
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
d) The accounts for the financial year ended 31st March, 2013 have been
prepared on a going concern basis.
15. PARTICULARS OF EMPLOYEES:
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975, as amended regarding employees is given in ''Annexure - B''
to the Directors Report.
16. CORPORATE GOVERNANCE:
As required pursuant to Clause 49 of the Stock Exchanges Listing
Agreement, a separate section containing Corporate Governance and
Management Discussion and Analysis Reports, as approved by the Board of
Directors, together with the Certificate from the Auditors of the
Company confirming the compliance with the requirements of Corporate
Governance policies is set out in a separate section forming part of
this Annual Report.
17. COST AUDITORS:
Cost Accounting Record Rules issued by the Ministry of Corporate
Affairs are applicable to the Company. Hence, Company is now required
to maintain cost accounting records and get them audited for the
financial year 2012-13.
The Board appointed M/s Paresh Jaysih Sampat, Cost Accountants as Cost
Auditors of the Company for the financial year 2012-13.
The Cost Audit Report will be filed with the Centra! Government as per
the timelines.
18. ENVIRONMENT AND SAFETY:
Your Company is conscious of the importance of environmentally clean
and safe operations. Your Company''s policy requires the conduct of all
operations 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.
19. APPRECIATION:
Your Directors wish to place on record their appreciation for the
contribution made by employees at all levels. Your Directors also wish
to thank its esteemed corporate clients, dealers, agents, suppliers,
technology partners, investors, Government Authorities and bankers for
their continued support and faith reposed in the Company.
For and on behalf of the
Board of Directors
Shiva Kabra S. S. Jangid
Whole time
Director Director
Mumbai, 30th May, 2013
Mar 31, 2012
To,The Members of Control Print Limited
1. CORPORATE OVERVIEW:
The Company is India's Leading player in coding and marking solutions
business having its corporate headquarters in Mumbai.
Your Company prepares its financial statements in compliance with the
requirements of the Companies Act, 1956 and the Generally Accepted
Accounting Principles (GAAP) in India. Overall the financial statements
have been prepared on historical cost basis. The estimates and
judgments relating to the financial statements are made on a prudent
and reasonable basis, so as to reflect in a true and fair manner the
form and substance of transactions and reasonably present your
Company's state of affairs, profit and cash flows for the year ended
March 31,2012.
2. FINANCIAL RESULTS:
The Directors have pleasure in presenting the Twenty-first Annual Report
of your Company along with the Audited Statement of Accounts for the
year ended 31 st March, 2012.
(Rs.In lacs)
Current Year Previous Year
2011 -2012 2010-2011
Sales & Service Income 6654.35 5797.20
Otherlncome including
Exceptional Income 410.34 493.16
Total Inoome 7064.69 6290.36
Profit before Depreciation & Tax 1190.66 866.86
Less: Depreciation 88.99 99.28
Net Profit before Taxation 1101.67 767.58
Less: Provision for Taxation 170.00 155.00
Deferred Tax (Assets)/Liability 90.73 24.84
Net Profit 840.94 587.74
Earlier years adjustment 15.73 7.12
Balance brought forward 1797.65 1259.91
Balance available for appropriation 2638.59 1847.65
Proposed Dividend 173.46 -
Tax on Dividend 28.14 -
Transferred to General Reserve 90.00 50.00
Balance carried to Balance Sheet 2346.99 1797.65
3. FINANCEANDACCOUNTS:
The observations made by the Auditors in their Report have been
clarified in the relevant notes forming part of the Accounts, which are
self-explanatory. The Schedule VI of the Companies Act, 1956 has been
revised by the Ministry of Corporate Affairs vide its notification
dated February 28, 2011. The notification is in force and is applicable
for all Balance Sheets and Statement of Profit and Loss to be prepared
for the financial year commencing on or after April 1, 2011. Therefore,
the previous period figures have been regrouped/recast wherever
necessary.
4. DIVIDEND:
Your directors have recommended the payment of final dividend of Rs.2/-
(Rupees Two Only) per Equity Shares of the face value of Rs.10/- each for
the Financial Year ended 31st March, 2012.
5. CONSOLIDATED ACCOUNTS:
In accordance with the requirements of Accounting Standard (AS) 21
prescribed by The Institute of Chartered Accountants of India, the
Consolidated Accounts of the Company and its Subsidiary is annexed to
this Report.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange, is presented in a separate section forming partite Annual
Report.
Your Company continues to closely track the developments in the
packaging industry and particularly in Coding and Marking segment in
order to optimize its business model to cope with the threats and
promises these developments hold.
7. DIRECTORS:
During the year, no director has been appointed or resigned from the
Board of Directors of the Company.
Mr. Rakesh Shivbhagwan Agrawal retires from the Board by rotation and
is eligible for re- appointment at the forthcoming Annual General
Meeting. The Notice convening the Annual General Meeting includes the
proposals for re-appointment of Directors.
8. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND:
The Company sends letters to all shareholders whose dividends are
unclaimed so as to ensure that they receive their rightful dues.
Efforts are also made in co-ordination with the Registrar to locate the
shareholders who have not claimed their dues.
During the year, the Company has transferred a sum of 76,79,351.34 to
Investor Education & Protection Fund, the amount which was due &
payable and remained unclaimed and unpaid for a period of seven years,
as provided in Section 205C(2) of the Companies Act, 1956. Despite the
reminder letters sent to each shareholder, this amount remained
unclaimed and hence was transferred.
9. AUDITORS:
M/s. Dosi & Jain, Chartered Accountants, the Statutory Auditors of the
Company hold office until the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. The Board recommends
their re-appointment.
M/s. Dosi & Jain, pursuant to Section 224(1 B) of the Companies Act,
1956 have furnished the certificate of their eligibility for
re-appointment.
10. SHARE CAPITAL:
During the year, Company had not issued any shares to the shareholders
of the Company or to the general public. Hence, your Company's paid up
Equity Share Capital remain same of Rs.8,67,32,480 comprising of 86,73,248
equity shares of Rs. 10/- each but at the same time, the Company has
issued 4,00,000 Warrants convertible into Equity Shares of Rs. 10/- each
at a premium of X 27.Ml- per Share as per the SEBI Guidelines to the
Promoters of the Company on preferential basis for which Company has
received in-principle approval from Bombay Stock Exchange (BSE).
11. INVESTMENT IN SUBSIDIARY COMPANY:
During the year, your Company has acquired "Liberty Chemicals Private
Limited" as its wholly owned subsidiary. The acquisition would enhance
shareholders value since Liberty Chemicals Private Limited owns a plot
of land as a valuable asset. Control Print Limited intends to explore
diversification in real estate business in future post feasibility study
on its plans.
Additionally the Company has invested Rs. 3,70,00,000/- in its subsidiary
company by way of subscribing to the right issue of 18,50,000 Equity
Shares of Rs. 10/- each (at premium of Rs. 10/-each). Besides, Mr. Basant
Kabra and Mr. Shiva Kabra as Executive Directors of the Company,
Liberty Chemicals Private Limited has Mr. Vishwas Varde and Mrs.
Sharmista Patel as Independent Directors on its the Board.
12. FIXED DEPOSIT:
The Company has neither invited nor accepted any deposits from public
during the year under review under the Companies (Acceptance of
Deposit) Rules, 1975 read with Section 58Aof the Companies Act, 1956.
13. PARTICULARS OF EMPLOYEES:
None of the employees were in receipt of Remuneration exceeding the
limits prescribed pursuant to Section 217 (2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975 during
The year ended March 31,2012.
14. PARTICULARS OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND
OUTGO:
In accordance with the requirements of Section 217(1 )(e) of the
Companies Act, 1956 read with Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, statement showing
particulars with respect to Conservation of Energy, Technology
Absorption, Foreign Exchange Earning and Outgo is annexed hereto as
'Annexure - A' and form part of this Report.
15. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby confirm that:
a) In the preparation of annual accounts, the applicable accounting
standards have been followed along with the proper explanation relating
to material departures;
b) Appropriate accounting policies have been selected and applied
consistently, and judgments and estimates are made that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company as at 31 st March, 2012 and of the profits of the Company
for the year ended 31st March, 2012;
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
d) The accounts for the financial year ended 31st March 2012 have been
prepared on a going concern basis.
16. CORPORATE GOVERNANCE:
As required pursuant to Clause 49 of the Stock Exchanges Listing
Agreement, a separate section containing Corporate Governance and
Management Discussion and Analysis Reports, as approved by the Board of
Directors, together with the Certificate from the Auditors of the
Company confirming the compliance with the requirements of Corporate
Governance policies is set out in the 'Annexure - B' forming part
Of this Annual Report.
17. ENVIRONMENT AND SAFETY:
Your Company is conscious of the importance of environmentally clean
and safe operations. Your Company's policy requires the conduct of all
operations 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.
18. APPRECIATION:
Your Directors wish to place on record their appreciation for the
contribution made by employees at all levels. Your Directors also wish
to thank its esteemed corporate clients, dealers, agents, suppliers,
technology partners, investors, Government Authorities and bankers for
their continued support and faith reposed in the Company.
For and on behalf of the Board of Directors
B.S.Kabra
Chairman
Mumbai, 27th June, 2012
Mar 31, 2011
To,
The Members of Control Print Limited
The Directors have pleasure in presenting the Twentieth Annual Report
of your Company along with the Audited Statement of Accounts for the
year ended 31st March, 2011.
FINANCIAL RESULTS
(Rs. In lacs)
Current Year Previous Year
2010 Ã 2011 2009 Ã 2010
Sales & Service Income 5797.15 4606.99
Other Income 487.86 146.88
Total Income 6285.01 4753.87
Profit before Depreciation & Tax 861.55 317.19
Less: Depreciation 99.28 92.48
Net Profit before Taxation 762.27 224.71
Less: Provision for Taxation 156.81 35.90
Deferred Tax (Assets) / Liability 24.84 (19.87)
Net Profit 580.61 208.68
Earlier years adjustment 7.12 (5.53)
Net Profit after Earlier years adjustment 587.73 203.15
Balance brought forward 1259.92 1146.77
Balance available for appropriation 1847.65 1349.92
Proposed Dividend - -
Tax on Dividend - -
Transferred to General Reserve 50.00 90.00
Balance carried to Balance Sheet 1797.65 1259.92
DIVIDEND
In order to expand activities of the Company, it needs large funds for
its furtherance, hence your directors do not recommend dividend for the
Financial Year 2010-11.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange, is presented in a separate section forming part of the Annual
Report.
Your Company continues to closely track developments in the packaging
industry and particularly in Coding and Marking segment in order to
optimize its business model to cope with the threats and promises these
developments hold.
Employees Stock Option Scheme:
Members' approval was obtained through Postal Ballot on 31st December,
2005 for introduction of Employees Stock Option Scheme.
Employees Stock Option Scheme was approved and implemented by the
Company and Options were granted to employees in accordance with the
Securities and Exchange Board of India SEBI (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The
Remuneration / Compensation Committee administer and monitor the
Scheme.
The applicable disclosures as stipulated under the SEBI Guidelines as
at 31st March, 2011 are given below:
Option Outstanding in the beginning of the year 73,600
a Options granted -
b Exercise Price Rs. 10/-
c Options Vested 73,600
d Options Exercised 54,400
e Total no. of shares arising as result of
exercise of Options 54,400
f Options lapsed * 19,200
g Variation in terms of Options None
h Money realized by exercise of Options 5,44,000
i Total number of options in force 0
*Lapsed options include options forfeited and
options cancelled / lapsed
j Employee wise details of options granted to:
- Senior Managerial Personnel None
- any other employee who receives a
grant in any one year of option amounting to
5% or more of option granted during that year None
- employees who were granted option, during any
one year, equal to or exceeding 1% of the
issued capital (excluding warrants and
conversions) of the company at the time of grant None
k Diluted earnings per share pursuant to issue of
shares on exercise of option calculated in
accordance with AS 20 'Earnings per Share' 7.09
l Pro Forma Adjusted Net Income and
Earning Per Share
Particulars Amt. in Rs.
Net Income 5,877,3706
Add: Intrinsic Value Compensation Cost (515,606)
Less: Fair Value Compensation Cost (538,529)
Adjusted Pro Forma Net Income 58,796,629
Earning Per Share : Basic as reported 7.09
Adjusted Pro Forma 7.09
Earning Per Share: Diluted as reported 7.09
Adjusted Pro Forma 7.09
DIRECTORS
Mr. Gaurav Himatsingka retires from the Board by rotation and is
eligible for re-appointment at the forthcoming Annual General Meeting.
The Notice convening the Annual General Meeting includes the proposals
for re-appointment of Directors.
During the year, Mr. Ashok Lohiya resigned from the office of the
Director of the Company with effect from 7th August, 2010 and the Board
recorded its appreciation for the invaluable contribution of Mr. Ashok
Lohiya during his tenure. Mr. Rakesh Agrawal was appointed as an
Additional Director on the Board with effect from 30th October, 2010.
Mr. Rakesh Agrawal shall hold office till the conclusion of the ensuing
Annual General Meeting. The Company has received notice from a member
under section 257 of the Companies Act, 1956 proposing his appointment
as Director of the Company.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
The Company sends letters to all shareholders whose dividends are
unclaimed so as to ensure that they receive their rightful dues.
Efforts are also made in co-ordination with the Registrar to locate the
shareholders who have not claimed their dues.
During the year, the Company has transferred a sum of Rs. 3,78,523/- to
Investor Education & Protection Fund, the amount which was due &
payable and remained unclaimed and unpaid for a period of seven years,
as provided in Section 205C(2) of the Companies Act, 1956. Despite the
reminder letters sent to each shareholder, this amount remained
unclaimed and hence was transferred.
AUDITORS
M/s. Dosi & Jain, Chartered Accountants, the Statutory Auditors of the
Company hold office until the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. The Board recommends
their re- appointment.
M/s. Dosi & Jain, pursuant to Section 224(1B) of the Companies Act,
1956 have furnished the certificate of their eligibility for
re-appointment.
SHARE CAPITAL
3,75,000 (Three Lakhs Seventy-Five Thousands) Equity shares of Rs. 10/-
each were allotted on preferential basis to the Promoters of the
Company, at a price of Rs. 36.25 per share on exercise of option for
conversion of warrants issued on preferential basis. The proceeds of
the Issue have been utilized for the objects approved by the Members of
the Company. The said shares are listed on Bombay Stock Exchange.
54,400 (Fifty-Four Thousand Four Hundred) Equity Shares were allotted
to the employees of the Company under Employees Stock Option Scheme of
the Company.
Accordingly, during the year under review, your Company's paid up
Equity Share Capital has increased from Rs. 8,24,38,480 to Rs.
8,67,32,480 comprising of 86,73,248 equity shares of Rs.10/- each.
REAL ESTATE
Your Company has entered into a MOU with M/s. Liberty Chemicals Pvt.
Ltd., in the month of August, 2008, towards purchase of its property
and a sum of Rs. 1,35,00,000/- was paid as advance. Subsequently the
Company has acquired all the shares of M/s. Liberty Chemicals Pvt.
Ltd., in the month of April, 2011 after considering the assets and
liabilities of Liberty Chemicals Pvt. Ltd.
FIXED DEPOSIT
The Company has neither invited nor accepted any deposits from public
during the year under review under the Companies (Acceptance of
Deposit) Rules, 1975 read with Section 58A of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
None of the employees were in receipt of Remuneration exceeding the
limits prescribed pursuant to Section 217 (2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975 during
the year ended March 31, 2011.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EARNINGS AND OUTGO
In accordance with the requirements of Section 217(1)(e) of the
Companies Act, 1956 read with Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, statement showing
particulars with respect to Conservation of Energy, Technology
Absorption, Foreign Exchange Earning and Outgo is annexed hereto as
'Annexure à A' and form part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby confirm that:
a) in the preparation of annual accounts, the applicable Accounting
Standards have been followed and there are no material departures;
b) appropriate accounting policies have been selected and applied
consistently, and judgments and estimates are made that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company as at 31st March, 2011 and of the profits of the Company
for the year ended 31st March, 2011;
c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
d) the accounts for the financial year ended 31st March, 2011 have been
prepared on a going concern basis.
CORPORATE GOVERNANCE
The Report on Corporate Governance forms part of the Directors' Report,
and is Annexed herewith.
As require by the Listing Agreements, Auditor Report on Corporate
Governance and a declaration by the Managing Director with regard to
code of conduct are attached to the said Report.
Further, As require under clause 49 of the Listing Agreement, a
Certificate, Duly signed by the Managing Director and Chief Financial
Officer on the Financial Statements, of the company for the year ended
31st March, 2011 was submitted to the Board of Director at their
meeting held on 17th June, 2011. The Certificate is attached to the
Report on Corporate Governance.
ACKNOWLEDGEMENT
The Directors take this opportunity to express their thanks and
appreciation for the co-operation and assistance received from the
Bankers, Government Authorities, esteemed corporate clients, and all
other business associates for the continuous support given by them to
the Company. The Directors are thankful to the valued shareholders for
their continued support and confidence reposed in the Company and its
Management.
The Directors also recognize the commitment, contribution and
dedications of the Company's Employees.
For and on behalf of the Board of Directors
B.S.Kabra
Chairman
Mumbai, 17th June, 2011
Mar 31, 2010
The Directors have pleasure in presenting the Nineteenth Annual Report
of your Company along with the Audited Statement of Accounts for the
year ended 31st March, 2010.
Financial Results
Current Year Previous Year
2009-2010 2008-2009
(? In lacs) (? In lacs)
Sales & Service Income 4606.99 3787.90
Other Income 146.88 5.61
Total Income 4753.87 3793.51
Profit before Depreciation
& Tax 317.19 162.00
Less: Depreciation 92.48 76.44
Net Profit before Taxation 224.71 85.56
Less: Provision for Taxation 35.90 51.04
Fringe Benefit Tax - 16.78
Deferred Tax (Assets) /
Liability (19.87) 34.12
Net Profit 208.68 19.62
Earlier years adjustment (5.53) 5.27
203.15 24.89
Balance brought forward 1146.77 1121.88
Balance available for
appropriation 1349.92 1146.77
Proposed Dividend - -
Tax on Dividend - -
Transferred to General
Reserve 90.00 -
Balance carried to Balance
Sheet 1259.92 1146.77
Dividend
In order to preserve cash for the operating business, your directors do
not recommend dividend for the year 2009-10.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange, is presented in a separate section forming part of the Annual
Report.
Your Company continues to closely track developments in the packaging
industry and particularly in Coding and Marking segment in order to
optimize its business model to cope with the threats and promises these
developments hold.
Employees Stock Option Scheme
Members approval was obtained through Postal Ballot on 31 st December,
2005 for introduction of Employees Stock Option Scheme.
Employees Stock Option Scheme was approved and implemented by the
Company and Options were granted to employees in accordance with the
Securities and Exchange Board of India (Employees Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines, 1999. The Remuneration
/ Compensation Committee administer and monitor the Scheme.
The applicable disclosure as stipulated under the SEBI Guidelines as at
March 31,2010 are given below:
Option Outstanding in the beginning
of the year 1,59,000
a. Options granted -
b. Exercise Price ?10/-
c. Options Vested 68,400
d. Options Exercised 48,000
e. Total no. of shares arising as
result of exercise of Options 48,000
f. Options lapsed * 38,000
g. Variation in terms of Options None
h. Money realised by exerise of
Options 4,80,000
i. Total number of options in force 73,600
lapsed options include options forfeited
and options cancelled / lapsed
j. Employee wise details of options
granted to:
- Senior Managerial Personnel None
- any other employee who receives a
grant in any one year of option
amounting to 5% or more of option
granted during that year None
- employees who were granted option,
during any one year, equal to
or exceeding 1 % of the issued capital
(excluding warrants and None
conversions) of the company at the
time of grant
k. Diluted earnings per share pursuant
to issue of shares on exercise
of option calculated in accordance 2.56
with AS 20 Earnings per Share
I. Pro Forma Adjusted Net Income and Earning Per Share
Particulars Amount in ?
Net Income As Reported 20,867,754
Add: Intrinsic Value Compensation Cost 246,881
Less: Fair Value Compensation Cost 257,857
Adjusted Pro Forma Net Income 20,856,778
Earning Per Share: Basic As Reported 2.59
Adjusted Pro Forma 2.59
Earning Per Share: Diluted As Reported 2.56
Adjusted Pro Forma 2.55
Directors
Mr. S.S. Jangid, Director, retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re-appointment.
Auditors
M/s. Dosi & Jain, Chartered Accountants, the Statutory Auditors of the
Company hold office until the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. The Board recommends
their re-appointment.
M/s. Dosi & Jain, pursuant to Section 224(1 B) of the Companies Act,
1956 have furnished the certificate of their eligibility for
re-appointment.
Share Capital
3,50,000 (Three Lakhs Fifty Thousands) Equity Shares of? 10/- each were
allotted on preferential basis to the Promoters of the Company, at a
price of ? 29.75 per share . The proceeds of the Issue have been
utilized for the objects approved by the Members of the Company.
48,000 (Forty Eight Thousands) Equity Shares were allotted to the
employees of the Company under Employees Stock Option Scheme of the
Company.
Accordingly, during the year under review, your Companys paid up
Equity Share Capital has increased from ? 7,84,58,480 to ? 8,24,38,480
comprising of 82,43,848 equity shares of? 10/- each.
Real Estate
Your Company has entered into MOU for acquiring adjoining property
situated at Chandivali, Andheri East, Mumbai. The Company is in the
process of completing legal and technical issues related to acquiring
and development of the property.
Fixed Deposit
The Company has neither invited nor accepted any deposits from public
during the year under review under the Companies (Acceptance of
Deposit) Rules, 1975 read with Section 58Aof the Companies Act, 1956.
Particulars of Employees
Information as per Section 217(2A) of the Companies Act, read with
Companies (Particulars of Employees) Rules, 1975, as amended, is
annexed hereto as Annexure - A and form part of this Report.
Particulars of Energy, Technology Absorption, Foreign Earnings And
Outgo
In accordance with the requirements of Section 217(1)(e) of the
Companies Act, 1956 read with Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, statement showing
particulars with respect to Conservation of Energy, Technology
Absorption, Foreign Exchange Earning and Outgo is annexed hereto as
Annexure - B and form part of this Report.
Directors Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby confirm that:
a) in the preparation of annual accounts, the applicable accounting
standards have been followed alongwith the proper explanation relating
to material departures except for leave encashment which is recognized
on cash basis;
b) appropriate accounting policies have been selected and applied
consistently, and judgments and estimates are made that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company as at 31 st March, 2010 and of the profits of the Company
for the yearended 31 st March, 2010;
c) properand sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
d) the accounts for the financial year ended 31 st March 2010 have been
prepared on a going concern basis.
Corporate Governance
As required by the Listing Agreement with the Stock Exchanges, a
separate section containing Corporate Governance and Management
Discussion and Analysis Reports, as approved by the Board of Directors,
together with the Certificate from the Auditors of the Company
confirming the compliance with the requirements of Corporate Governance
policies is set out in the annexure forming part of this Annual Report.
Acknowledgement
The Directors take this opportunity to express their thanks and
appreciation for the co-operation and assistance received from the
Bankers, Government Authorities, esteemed Corporate Clients, and all
the other Business associates for the continuous support given by them
to the Company. The Directors are thankful to the valued shareholders
fortheircontinued support and confidence reposed in the Company and its
Management.
The Directors also recognize the commitment, contribution and dedication
of the Companys Employees.
For and behalf of the Board of Directors
B.S.Kabra
Chairman
Mumbai, 7th August, 2010
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