Click it and Unblock the Notifications
Directors Report of Caprolactam Chemicals Ltd.
Mar 31, 2025
Your Board of Directors are pleased to present the 36th Annual Report on the business and financial operations
of your company together with the Audited Financial Statements for the Financial Year ended on March 31, 2025.
A. FINANCIAL PERFORMANCE
The Financial performance of the Company for the Financial Year ended on March 31, 2025 is summarized be ow:
|
(Amount in Lakhs) |
(Amount in Lakhs) |
|
|
Particulars |
31st March, 2025 |
31st March, 2024 |
|
Profit /Loss (before interest, depreciation |
153.34 |
235.24 |
|
Less: Interest |
62.86 |
49.78 |
|
Less: Depreciation |
158.85 |
158.22 |
|
Profit /Loss before Tax |
(68.37) |
27.24 |
|
Less: Loss on obsolence/damage to |
- |
- |
|
Less: Current Tax |
- |
4.75 |
|
Less: Deferred Tax |
2.50 |
2.75 |
|
Profit /Loss After Tax |
(70.87) |
19.74 |
Notes-The figures mentioned in the table above are extracted from the financials of the Company.
During the period under review, the Company is not required to maintain the cost records as per the provisions
of Section 148 of the Companies Act, 2013.
OTHER FINANCIAL DISCLOSURES
Your Company is primarily engaged in Chemical Manufacturing Company.
During the Financial Year 2024-25, the Company has recorded Total Income of Rs. 674.92/- Lakhs as against Rs.
713.71/- Lakhs in Financial Year 2023-24. Further, total expenditure incurred during the Financial Year 2024-25
was Rs. 743.29/- Lakhs as against Rs. 686.47/- Lakhs in Financial Year 2023-24.
The Company recorded a loss of Rs. 70.87/- Lakhs in Financial Year 2024-25 as compared to profit Rs. 19.74/-
Lakhs in Financial Year 2023-24.
There were no material changes and commitments affecting the financial position of the Company which
occurred between the end of the financial year to which this financial statement relates on the date of this Annual
Report.
The Company manages cash and cash flow processes assiduously, involving all parts of the business. There was
cash and bank balance of Rs. 8.37 Lakhs (FY 2023-24: Rs. 8.64 Lakhs), as on 31st March, 2025. During the Financial
Year, there was no amount proposed to be transferred to Reserves.
During the Financial Year, the Company did not accept any public deposits as defined under Chapter V of the
Companies Act, 2013 (the Act).
And there has been no change in the nature of business of the Company during the financial year under
review.
DIVIDEND
The Board of Directors of the Company do not recommend any dividend for the Financial Year ended on March
31, 2025.
CAPITAL STRUCTURE
During the year under review, there was no change in the Company''s share capital. The issued, subscribed and
paid- up Equity Share Capital of the Company is ''Rs. 4,60,00,000 /- comprising of 46,00,000 Equity Shares of ''
10/- each.
Further, during the year under review, your Company has neither issued any shares with differential voting rights
nor has granted any sweat equity shares.
Authorized Share Capital - Rs. 5,00,00,000/-
Paid Up Share Capital - Rs. 4,60,00,000 /-
SUBSIDIARY AND ASSOCIATES COMPANIES:
The Company does not have any Subsidiary or Associate Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Change in Directorate
During the Financial Year 2024-25 there was change in the composition of Board and the Directorate. The
composition of the Board is in accordance with provisions of Section 149 of the Companies Act, 2013 and
applicable laws and regulations.
During the year Mr. Kamlesh Damji Joisher (DIN: 00510086) and Mr. Viren Jaysukhlal Jasani (DIN: 09445555) were
appointed by the Board as Additional Director (Independent) of the Company with effect from 16th May, 2024.
Further on 24th September, 2024 at Annual general meeting of the Company Mr. Kamlesh Damji Joisher (DIN:
00510086) and Mr. Viren Jaysukhlal Jasani (DIN: 09445555) regularization as independent directors of the
Company.
As on March 31, 2025, the Board of Directors of the Company comprises of 5 Directors.
All the Directors of the Company have confirmed that they are not disqualified from being appointed as directors
in terms of Section 164 of the Companies Act, 2013.
Key Managerial Personnel
During the year under review, the following officials/employees were the ''Key Managerial Personnel'' of the
Company:
a) Ms. Zaver Shankarlal Bhanushali - Managing Director;
b) Mr. Siddharth Shankarlal Bhanushali - Chief Financial Officer.
c) Ms. Dolly Shah - Company Secretary and Compliance Officer
During the Financial Year under review, no changes took place in the Key Managerial Personnels of the
Company.
COMMITTEES OF THE BOARD:
* On 16th May, 2024 board has re-constitute committee.
The Board has constituted the following committees of Directors:
I) Audit Committee
II) Nomination and Remuneration Committee
III) Stakeholders'' Relationship Committee
Audit Committee:
a. Composition:
The Audit Committee comprises of three Directors namely:
|
Name of the Director |
Category |
|
Ms. Poonam Bhavin Bhanushali |
Chairman |
|
Mr. Viren Jasani |
Member |
|
Mr. Kamlesh Joisher |
Member |
b. Terms of reference:
Apart from all the matters provided in SEBI Listing Regulations and section 177 of the Companies Act, 2013, the
Audit committee shall also perform the following functions:
(a) Review of the Company''s financial reporting process and financial statements.
(b) Review of accounting and financial policies and practices.
(c) Review of Internal control systems and Management discussion and analysis of financial condition
(d) Discussion with Statutory/Internal Auditors on any significant findings and follow-up thereon.
(e) Reviewing the Company''s financial and risk management policies.
c. Audit committee Meetings and Attendance:
The Committee has met 5 times during the financial year ended 31st March 2025 i.e. on 16th May, 2024; 27th
May, 2024; 12th August, 2024; 12th November, 2024 and 14th February, 2025. Details of attendance of each
Director at the Audit Committee Meetings are given below:
|
Name of the Director |
Position |
Meeting attendance |
|
Ms. Poonam Bhavin Bhanushali |
Chairman |
5 |
|
Mr. Viren Jasani |
Member |
5 |
|
Mr. Kamlesh Joisher |
Member |
5 |
Nomination And Remuneration Committee:
a. Composition and attendance:
As on the date of this report Nomination and Remuneration Committee comprised of three Non-Executive
Director namely Ms. Poonam Bhavin Bhanushali (Chairman of the Committee), Mr. Viren Jasani and Mr. Kamlesh
Joisher as members of the Committee.
During the financial year, the committee met 2 time i.e. on 27th May, 2024 and 12th August, 2024. Details of
attendance of each Director at the Audit Committee Meetings are given below:
|
Name of the Director |
Position |
Meeting attendance |
|
Ms. Poonam Bhavin Bhanushali |
Chairman |
2 |
|
Mr. Viren Jasani |
Member |
2 |
|
Mr. Kamlesh Joisher |
Member |
2 |
b. Terms of Reference:
The broad terms of reference of the committee are to appraise the performance of Managing Director and
Whole- time directors, determine and recommend to the Board the compensation payable to Managing Director
and whole- time directors. The remuneration policy of the Company is based on review of achievements. The
remuneration policy is in consonance with the existing industry practice.
c. Remuneration Policy:
Subject to the approval of the Board of Directors and subsequent approval by the members at the General
Meeting and such authorities as the case may be, remuneration of Managing Director and Whole-time Directors,
is fixed by the Nomination & Remuneration Committee. The remuneration is decided by the Nomination &
Remuneration Committee taking into consideration various factors such as qualifications, experience, expertise,
prevailing remuneration in the competitive industries, financial position of the Company etc.
d. Remuneration to Directors:
The details of remuneration for the year ended March 31, 2025 paid to the Executive/Non-Executive Directors
are as follows:
|
Designation |
Remuneration |
|
|
Ms. Zaver S. Bhanushali |
Chairman & Managing Director |
INR 178000.00 |
|
Mr. Siddharth S. Bhanushali |
Whole-time Director |
INR 178000.00 |
The Company has paid sitting fees of Rs. 2,000/- per meeting to Non-Executive Directors during the financial
year 2024-25.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
a. Composition and attendance:
The present Stakeholders Relationship Committee comprised of Executive and Non-Executive Directors, namely
Mr. Viren Jasani (Chairman of the Committee), Mr. Kamlesh Joisher, Ms. Zaver Shankarlal Bhanushali and Mr.
Siddharth S. Bhanushali as a member of the Committee.
The Committee has been empowered to look into all shareholder''s grievances periodically and take necessary
actions.
Further, there were no complaints pending to be redressed during the year under review.
b. Terms of Reference:
The Stakeholders Relationship Committee to look into redress of Investors Complaints and requests such as delay
in transfer of shares, non-receipt of Dividend, Annual Report, revalidation of Dividend warrants etc.
The committee deals with various matters relating to:
a. Transfer / transmission of shares
b. Issue of Share certificate in lieu of lost, sub-divided, consolidated, rematerialized or defaced certificates.
c. Consolidation / splitting of folios
d. Review of shares dematerialized and all other related matters
e. Investors grievance and redressal mechanism and recommend measures to improve the level of
investors services.
c. Meeting of Independent Directors
During the year under review, meeting of Independent Directors was held on 18th December, 2024 to review
the performance of the Board as a whole and Chairman on parameters of effectiveness and to assess the quality,
quantity and timeliness of flow of information between the management and the Board.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
On their appointment, Independent Directors are familiarized about the Company''s business and operations.
Interactions with senior executives are facilitated to gather insight specific to the Company''s operations. Detailed
presentations are made available to apprise about Company''s history, of their duties and responsibilities, rights,
process of appointment and evaluation, compensation, Board and Committee procedures and expectation of
various stakeholders. The details of familiarization programs as above are also disclosed on the website of the
Company at the link: http://caparolactam.co.in.
INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES:
The Company has not appointed any employee(s) who is in receipt of remuneration exceeding the limits specified
under Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.
The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules"), is required to be the part of
this Board''s Report and to be sent to the Members of the Company along with the Board Report.
However, having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid
information is being sent to all the members of the Company and others entitled thereto. Any member interested
in obtaining the said information may write to the Company Secretary. Upon such request the information shall
be furnished.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy, apart
from other Board businesses. The Board exhibits strong operational oversight with regular business
presentations at meetings. Only in the case of special and urgent business, should the need arise, Board''s
approval is taken either by-passing resolutions through circulation or convening meetings at shorter notice, as
permitted by the law.
During the Financial Year under review, the Board met 6 (Six) times on 16th May, 2024; 27th May, 2024; 12th
August, 2024, 21st August, 2024, 12th November, 2024, and 14th February, 2025.The intervening gap between
the meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standard-1 on
Meetings of Board of Directors issued by the Institute of Company Secretaries of India.
The names of members of the Board and their attendance at the Board Meetings are as under:
|
Name of Directors |
Number of Meetings attended/Total Meetings held |
|
Zaver S. Bhanushali |
6/6 |
|
Siddharth S. Bhanushali |
6/6 |
|
Kamlesh Damji Joisher |
6/6 |
|
Poonam Bhanushali |
6/6 |
|
Viren Jaysukhlal Jasani |
6/6 |
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company believes that internal control is a necessary prerequisite of Corporate Governance and that
freedom should be exercised within a framework of checks and balances. Therefore, the Company has a well-
established comprehensive internal control framework, which is designed to continuously assess the adequacy,
effectiveness and efficiency of financial and operational controls. Periodic check of all functions is carried for
ensuring regulatory compliance of various applicable statutes as well as internal guidelines and policies.
The management is committed to ensure an effective internal control environment, commensurate with the size
and complexity of the business, which provides an assurance on compliance with internal policies, applicable
laws, regulations and protection of resources and assets. The Company policies are reviewed periodically in line
with the dynamic business environment and regulatory requirements. The Board maintains a strong focus on
internal controls by reviewing adherence to these systems and evaluating internal audit reports.
Based on the framework of internal financial controls and compliance systems established and maintained by
the Company, work performed by the Statutory Auditors and the reviews performed by management, Company
has sound internal financial controls. These controls placed by the Company are commensurate with the nature
and size of the business operations and are adequate and operating effectively.
STATUTORY AUDITORS AND STATUTORY AUDIT REPORT
In terms of provisions of Section 139 of the Act, M/s. Pulindra Patel & Co, Chartered Accountants, Chartered
Accountants (Firm Registration No.: 115187W) were appointed as Statutory Auditors of the Company for a
continuous term of 5 (five) years.
As required under the provisions of Section 139(1) of the Companies Act, 2013, the Company has obtained an
eligibility certificate from the above-mentioned Auditor to the effect that they conform with the limits specified
in the said Section and that they are not disqualified for reappointment as auditors within the meaning of Section
141 of the Companies Act, 2013.
The Audit Report on the Financial Statements for the Financial Year 2024-25 does not contain any qualifications,
reservations or adverse remarks. The Notes to Financial Statements referred to in the Auditors'' Report are self¬
explanatory and do not call for any further comments.
REPORTING OF FRAUD BY AUDITORS
During the period under review, the Statutory Auditors have not reported under Section 143(12) of the
Companies Act, 2013, any instances of fraud committed against the Company, the details of which need to be
mentioned in the Board''s Report.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, your Directors had appointed M/s Alpi Nehra and Associates, Mumbai, a firm
of Company Secretaries in-practice to undertake the Secretarial Audit of the Company for the financial year 2024¬
25. In this regard, the Report submitted by the Secretarial Auditor is annexed as Annexure A. Your directors are
pleased to inform that the report from the Secretarial Auditors does not contain any qualifications or negative
remarks.
ANNUAL RETURN
Pursuant to section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the draft Annual Return of the Company for the financial year
ended on March 31, 2025 in the prescribed Form MGT-7 is available on the Company''s website at
http://caparolactam.co.in.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUT-GO
Your Company continuously strives to conserve energy, adopt environment friendly practices and employ
technology for more efficient operations.
The particulars relating to the energy conservation, technology absorption, foreign exchange earnings and outgo,
as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014
are given in the Annexure B to this Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
Your Company is an equal opportunity employer and is committed to ensuring that the work environment at all
its locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in
upholding the dignity of all its employees, irrespective of their gender or seniority. Discrimination and
harassment of any type are strictly prohibited.
In accordance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,
the Company has formed an Anti-Sexual Harassment Policy and has complied with provisions relating to the
constitution of Internal Committee. This policy offers comprehensive protection to all the employees (permanent,
Contractual, temporary and trainees). The Internal Complaints Committee redresses the complaints pertaining
to sexual harassment and any complaint which is received by the Committee is dealt with appropriate sensitivity
and confidentiality in the most judicious and unbiased manner within the time frame as prescribed by the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The following is a summary of sexual harassment complaints received and addressed by the Company during the
Financial Year 2024-25:
⢠No. of complaints at the beginning of the year: Nil
⢠No. of complaints received during the year: Nil
⢠No. of complaints disposed of during the year: Nil
⢠No. of complaints at the end of the year: Nil
RISK MANAGEMENT
The Company has formulated and implemented an effective risk management framework aligned with the risk
management policy which encompasses practices relating to identification, assessment, monitoring and
mitigation of various risks to key business objectives. The Risk management framework of the Company seeks
to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market
opportunities effectively.
The various key risks to key business objectives and their mitigation are as follows:
CREDIT RISK: Credit risk arises from business operations that give rise to actual, contingent, or potential claims
against any counterparty, borrower, or obligor. The scope of the Credit Risk unit includes measuring, assessing,
and
monitoring credit risk within your Company through strengthening underwriting norms, and keeping a close
watch on asset quality trends and concentrations at individual exposures as well as at the portfolio level.
The Company has a robust post sanction monitoring process to identify credit portfolio trends and early warning
signals.
OPERATIONAL RISK: Operational Risk has been defined as the risk of loss resulting from inadequate or failed
internal processes, people, systems, or from external events. Operational Risk includes legal risk but excludes
strategic and reputational risks.
The Company follows established, well-designed controls, which include maker-checker principles, effective
delegation of authority, and segregation of duties, Code of conduct, reconciliation, exception reporting and
periodic MIS.
LIQUIDITY RISK: It is the risk that the Company will be unable to meet its financial commitment to a
Bank/Financial Institution in any location, any currency at any point in time. Liquidity risk can manifest in three
different dimensions for the Company.
The Company has arranged for diversified funding sources and adopted a policy of availing funding in line with
the tenor and repayment pattern of its receivables and monitors future cash flows and liquidity. The Company
has developed internal control processes and contingency plans for managing liquidity risk.
INTEREST RATE RISK: It is the risk where changes in market interest rates might adversely affect the Company''s
financial condition. The short term/immediate impact of changes in interest rates are on the Company''s Net
Interest Income. On a longer term, changes in interest rates impact the cash flows on the assets, liabilities and
off-balance sheet items, giving rise to a risk to the net worth of the Company arising out of all re-pricing
mismatches and other interest rate sensitive positions.
The Company mitigates its interest rate risk by keeping a balanced mix of borrowings.
REPUTATION RISK: Reputation risk is the risk to earnings and capital arising from adverse perception of the image
of the Company from the part of various stakeholders and regulators. This risk may arise from the Company''s
reputation getting impacted due to factors such as unethical practices, regulatory actions, customer
dissatisfaction and complaints leading to negative publicity.
The Company manages this through a strict code of conduct policy for its employees, good corporate governance
policies and an effective customer grievance mechanism. It communicates with its stakeholders regularly through
appropriate engagement mechanisms to address stakeholder expectations and assuage their concerns, if any.
MARKET RISK: Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market variables. Such changes in the values of financial instruments may result from
changes in the interest rates, credit, and other market changes. The Company''s exposure to market risk is
primarily on account of interest rate risk and liquidity risk.
The Company regularly reviews its business model including interest rate risk and liquidity risk.
STRATEGIC RISK: Strategic or business risk is the risk associated with the formulation and execution of an
organisation''s strategy.
INFORMATION TECHNOLOGY RISK: The Company is growing with digitalization and aimed at leveraging digital
technology to provide a best-in-class experience for its customers while simultaneously enhancing productivity
and improve on IT risk management. The risk of cyber-attacks on the Company''s systems arises among others
from computer viruses, malicious or destructive code, phishing attacks, denial of service or information,
application vulnerability and other security breaches resulting in disruption of its services or theft or leak of
sensitive internal data or customer information.
The Company has established a robust information and cybersecurity framework for securing its IT infrastructure
and systems. Various committees'' reviews and monitors IT security infrastructure and vigilance over IT-related
vulnerabilities against emerging cybersecurity risks.
COMPLIANCE RISK: Compliance risk has been defined as "the risk of legal or regulatory sanctions, material
financial loss, or loss to reputation a Company may suffer as a result of its failure to comply with laws, regulations,
rules, related self-regulatory organization standards, and codes of conduct as applicable.
There is a strong compliance culture with well-articulated policies concerning conduct and Vigil Mechanism,
LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
The Company has not given any loans, made investment or given guarantee or security under Section 186 of the
Act, during FY 2024-25.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arm''s length basis and
were in the ordinary course of the business. There are no materially significant related party transactions made
by the Company with the related parties and/or Promoters, Key Managerial Personnel or other designated
persons which may have potential conflict with interest of the Company at large.
The Related Party Transactions are placed before the Audit Committee for review and approval as per the terms
of the Policy for dealing with Related Parties. Prior omnibus approval of the Audit Committee is obtained on a
quarterly basis for transactions which are foreseen and of repetitive nature. The statement containing the nature
and value of the transactions entered into during the quarter is presented at every subsequent Audit Committee
meeting by the CFO for the review and approval by the Committee. Further, transactions proposed in subsequent
quarter are also presented. Besides, the Related Party Transactions are also reviewed by the Board on an annual
basis. Disclosure of particulars of contracts/arrangements entered into by the Company with related parties
referred to in section 188(1) of the Companies Act, 2013 as required under Form AOC-2 form part of this report
as Annexure C.
Further all the necessary details of transactions entered with the related parties are mentioned in the Note No. 24
of the Financial Statements for the Financial Year ended on March 31, 2025.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all applicable Secretarial Standards issued by the Institute of Company
Secretaries
of India. The Board has implemented a robust system to ensure ongoing compliance with the provisions of all
applicable Secretarial Standards and that such systems are adequate and operating effectively.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS
During the period under review, no significant and material orders have been passed by the Regulators or Courts
or Tribunals which would impact the going concern status of the Company and its future operations.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
As per Section 177(9) of the Companies Act, 2013 and Listing Regulation the Company is required to establish an
effective Vigil Mechanism for Directors and employees to report genuine concerns about unethical behavior,
actual or suspected fraud or violation of the Company''s Code of Conduct.
The Company as part of the ''vigil mechanism'' has in place a Board approved ''Whistle Blower Policy'' to ensure
that genuine concerns are properly raised and addressed and recognized as an enabling factor in administrating
good governance practices. The Whistle Blower Policy has been placed on the website of the Company and can
be accessed at http://caparolactam.co.in.
This vigil mechanism of the Company is overseen by the Ethics Officer and provides adequate safeguard against
victimization of employees and directors and also provides direct access to the Ethics Officer in exceptional
circumstances. Further, no personnel have been denied access to the Ethics Officer.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016)
During the Financial Year under review, the Company has neither made any application nor any proceeding is
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
HUMAN RESOURCES
The Company believes that its employees are its biggest asset. The workforce at the Company has a right blend
of youth and experience and the success of organization is based on the capabilities, passion and integrity of its
people. The Company continues to attract and retain talent that focuses on sustained superior performance,
provide them opportunities to learn, realize their true potential and contribute positively to the success of the
Company.
ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS/SWEAT EQUITY SHARES/ EMPLOYEE STOCK
OPTION SCHEME
At the beginning of the year, there were no Equity shares with differential voting rights or sweat equity shares or
employee stock option scheme outstanding.
During the year, the Company has not issued any equity shares with differential voting rights or sweat equity
shares or shares under employee stock option scheme. Hence, disclosures regarding the same are not required to
be given.
CORPORATE GOVENRANCE REPORT:
The compliance with the Corporate Governance provisions as specified in regulations 17 to 27 and Clause (b) to
(i) of Sub- regulation (2) of regulation 46 and para-C, D and E of Schedule V of SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015 is not applicable to your Company. Accordingly, the information
required under said clauses are not furnished hereafter.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) is attached as Annexure D
forming part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
Provisions of Section 135(1) of the of the Companies Act, 2013 read with Rule 9 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, are not applicable to the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and belief, confirm that:
a) In the preparation of the annual accounts, 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 judgements and
estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit and loss of the Company for that period;
c) the directors had 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 the annual accounts on a going concern basis;
e) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively; and
f) the Directors had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and operating effectively.
LISTING OF SECURITIES IN STOCK EXCHANGES:
The Company''s Equity Shares are presently listed on Bombay Stock Exchange Limited.
INTERNAL AUDITOR:
M/s Shrey Pandey & Associates., Chartered Accountant (Firm Registration No.: - 149221W) were appointed as the
Internal Auditors'' of your Company for the financial year 2024-25.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT:
There have been no material changes and commitments affecting the financial position of the Company between
the end of the financial year and the date of the report.
PERFORMANCE EVALUATION OF DIRECTORS, BOARD AND COMMITTEES:
A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors
was led by Nomination & Remuneration Committee, the evaluation was done using individual interviews covering
amongst other vision, strategy and role clarity of the Board. Board dynamic and processes, contribution towards
development of the strategy, risk management, budgetary controls, receipt of regular inputs and information,
functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of
Directors, leadership etc.
As part of the evaluation process the performance of non-independent Directors, the Chairman and the Board
was done by the Independent Directors. The performance evaluation of the respective Committees and that of
independent and non-independent Directors was done by the Board excluding the Director being evaluated. The
Directors expressed satisfaction with the evaluation process.
REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for
selection and appointment of Directors, Senior Management and their remuneration.
The Company''s policy on Director''s appointment and remuneration and other matters provided in Section
178(3) of the Act has been enclosed separately as Annexure E to this Report.
The Nomination and Remuneration Policy of the Company is also posted on the website of the Company under
Investors Section.
ACKNOWLEDGEMENT
The directors take this opportunity to place on record their gratitude for the support Registrar of Companies, other
regulatory and Government Bodies, Company''s Auditors, Customers, Bankers, Promoters and Shareholders.
The Board of Directors wish to thank the employees of the Company for their exemplary dedication and
excellence displayed in conducting all operations.
The Board also wishes to place on record its appreciation and sincerely acknowledge the contribution and
support from shareholders for their support.
For and on Behalf of the Board of Directors
Date:14.08.2025
Place: Mahad For Caprolactam Chemicals Limited
Registered Office: B-31 MIDC, Industrial Area,
Mahad, Dist: Raigad, Maharashtra, India, Sd/- Sd/-
402302
Ms. Zaver S. Bhanushali m r. Siddharth S. Bhanushali
Managing Director Whole time Director
DIN:00663374 DIN: 01721586
Mar 31, 2024
Your Board of Directors are pleased to present the 35th Annual Report on the business and financial operations of your company together with the Audited Financial Statements for the Financial Year ended on March 31, 2024.
A. FINANCIAL PERFORMANCE
The Financial performance of the Company for the Financial Year ended on March 31, 2024 is summarized below:
|
(Amount in Lacs) |
(Amount in Lacs) |
|
|
Particulars |
31st March, 2024 |
31st March, 2023 |
|
Profit / Loss (before interest, depreciation and tax) |
235.24 |
469.122 |
|
Less: Interest |
49.78 |
56.807 |
|
Less: Depreciation |
158.22 |
115.267 |
|
Profit / Loss before Tax |
27.24 |
297.048 |
|
Less: Loss on obsolence/damage to Plant/assets |
- |
- |
|
Less: Current Tax |
4.75 |
41.803 |
|
Less: Deferred Tax |
2.75 |
0.395 |
|
Profit / Loss After Tax |
19.74 |
254.850 |
Notes-The figures mentioned in the table above are extracted from the financials of the Company.
During the period under review, the Company is not required to maintain the cost records as per the provisions of Section 148 of the Companies Act, 2013.
OTHER FINANCIAL DISCLOSURES
Your Company is primarily engaged in Chemical Manufacturing Company.
During the Financial Year 2023-24, the Company has recorded Total Income of Rs. 713.71/- Lakhs as against Rs. 985.67/- Lakhs in Financial Year 2022-23. Further, total expenditure incurred during the Financial Year 2023-24 was Rs. 686.47/- Lakhs as against Rs. 688.62/- Lakhs in Financial Year 2022-23.
The Company recorded a profit of Rs. 19.74/- Lakhs in Financial Year 2023-24 as compared to Rs. 254.85/-Lakhs in Financial Year 2022-23.
There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates on the date of this
The Company manages cash and cash flow processes assiduously, involving all parts of the business.
There was cash and bank balance of Rs. 8.65 Lakhs (FY 2022-23: Rs. 23.09 Lakhs), as on 31st March, 2024.
During the Financial Year, there was no amount proposed to be transferred to Reserves.
During the Financial Year, the Company did not accept any public deposits as defined under Chapter V of the Companies Act, 2013 (the Act).
And there has been no change in the nature of business of the Company during the financial year under review.
DIVIDEND
The Board of Directors of the Company do not recommend any dividend for the Financial Year ended on March 31, 2024.
CAPITAL STRUCTURE
During the year under review, there was no change in the Company''s share capital. The issued, subscribed and paid- up Equity Share Capital of the Company is ''Rs. 4,60,00,000 /- comprising of 46,00,000 Equity Shares of '' 10/- each.
Further, during the year under review, your Company has neither issued any shares with differential voting rights nor has granted any sweat equity shares.
Authorized Share Capital - Rs. 5,00,00,000/-Paid Up Share Capital - Rs. 4,60,00,000 /-
SUBSIDIARY AND ASSOCIATES COMPANIES:
The Company does not have any Subsidiary or Associate Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Change in Directorate
During the Financial Year 2023-24 there was no change in the composition of Board and the Directorate. The composition of the Board is in accordance with provisions of Section 149 of the Companies Act, 2013 and applicable laws and regulations.
After the closure of financial year, the independent director of the Company - Mr. Vikram Adagale (DIN: 02085562) and Mr. Rajesh Mange (DIN: 01389705) whose tenure of appointments was completed has resigned and new directors Mr. Kamlesh Damji Joisher (DIN: 00510086) and Mr. Viren Jaysukhlal Jasani (DIN: 09445555) were appointed by the Board to fill the vacancy created.
As on March 31, 2024, the Board of Directors of the Company comprises of 5 Directors.
All the Directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.
Key Managerial Personnel
During the year under review, the following officials/employees were the ''Key Managerial Personnel'' of the Company:
a) Ms. Zaver Shankarlal Bhanushali - Managing Director;
b) Mr. Siddharth Shankarlal Bhanushali - Chief Financial Officer.
c) Ms. Dolly Shah - Company Secretary and Compliance Officer
During the Financial Year under review, no changes took place in the Key Managerial Personnels of the Company.
COMMITTEES OF THE BOARD:
The Board has constituted the following committees of Directors:
I) Audit Committee
II) Nomination and Remuneration Committee
III) Stakeholders'' Relationship Committee
Audit Committee:
a. Composition:
The Audit Committee comprises of three Directors namely:
|
Name of the Director |
Category |
|
Mr. Vikram P. Adagale |
Chairman |
|
Mr. Rajesh P. Mange |
Member |
|
Ms. Poonam Bhavin Bhanushali |
Member |
b. Terms of reference:
Apart from all the matters provided in SEBI Listing Regulations and section 177 of the Companies Act, 2013, the Audit committee shall also perform the following functions:
(a) Review of the Company''s financial reporting process and financial statements.
(b) Review of accounting and financial policies and practices.
(c) Review of Internal control systems and Management discussion and analysis of financial condition
(d) Discussion with Statutory/Internal Auditors on any significant findings and follow-up thereon.
(e) Reviewing the Company''s financial and risk management policies.
c. Audit committee Meetings and Attendance:
The Committee has met 5 times during the financial year ended 31st March 2024 i.e. on 30th May, 2023; 22nd June, 2023; 12th August, 2023; 11th November, 2023 and 9th February, 2024. Details of attendance of each Director at the Audit Committee Meetings are given below:
|
Name of the Director |
Position |
Meeting attendance |
|
Mr. Vikram P. Adagale |
Chairman |
5 |
|
Ms. Poonam Bhavin Bhanushali |
Member |
5 |
|
Mr. Rajesh P. Mange |
Member |
5 |
Nomination And Remuneration Committee:
a. Composition and attendance:
As on the date of this report Nomination and Remuneration Committee comprised of three Non-Executive Directors,
namely Mr. Vikram P. Adagale (Chairman of the Committee), Ms. Poonam Bhavin Bhanushali and Mr. Rajesh P. Mange as members of the Committee.
During the financial year, the committee met 1 time i.e. on 30th May, 2023. Details of attendance of each Director at the Audit Committee Meetings are given below:
|
Name of the Director |
Position |
Meeting attendance |
|
Mr. Vikram P. Adagale |
Chairman |
1 |
|
Ms. Poonam Bhavin Bhanushali |
Member |
1 |
|
Mr. Rajesh P. Mange |
Member |
1 |
b. Terms of Reference:
The broad terms of reference of the committee are to appraise the performance of Managing Director and Wholetime directors, determine and recommend to the Board the compensation payable to Managing Director and wholetime directors. The remuneration policy of the Company is based on review of achievements. The remuneration policy is in consonance with the existing industry practice.
c. Remuneration Policy:
Subject to the approval of the Board of Directors and subsequent approval by the members at the General Meeting and such authorities as the case may be, remuneration of Managing Director and Whole-time Directors, is fixed by the Nomination & Remuneration Committee. The remuneration is decided by the Nomination & Remuneration Committee taking into consideration various factors such as qualifications, experience, expertise, prevailing remuneration in the competitive industries, financial position of the Company etc.
d. Remuneration to Directors:
The details of remuneration for the year ended March 31, 2024 paid to the Executive/Non-Executive Directors are as follows:
|
Designation |
Remuneration |
|
|
Ms. Zaver S. Bhanushali |
Chairman & Managing Director |
INR 420000.00 |
|
Mr. Siddharth S. Bhanushali |
Whole-time Director |
INR 420000.00 |
|
The Company has paid sitting fees of Rs. 2,000/- per meeting to Non-Executive Directors during the financial year 2023-24. |
||
STAKEHOLDERS RELATIONSHIP COMMITTEE:
a. Composition and attendance:
The present Stakeholders Relationship Committee comprised of Executive and Non-Executive Directors, namely Mr. Rajesh Purshottam Mange (Chairman of the Committee), Mr. Vikram P. Adagale, Ms. Zaver Shankarlal Bhanushali and Mr. Siddharth S. Bhanushali as a member of the Committee.
The Committee has been empowered to look into all shareholder''s grievances periodically and take necessary actions. Further, there were no complaints pending to be redressed during the year under review.
b. Terms of Reference:
The Stakeholders Relationship Committee to look into redress of Investors Complaints and requests such as delay in transfer of shares, non-receipt of Dividend, Annual Report, revalidation of Dividend warrants etc.
The committee deals with various matters relating to:
a) Transfer / transmission of shares
b) Issue of Share certificate in lieu of lost, sub-divided, consolidated, rematerialized or defaced certificates.
c) Consolidation / splitting of folios
d) Review of shares dematerialized and all other related matters
e) Investors grievance and redressal mechanism and recommend measures to improve the level of investors services.
c. Meeting of Independent Directors
During the year under review, meeting of Independent Directors was held on 11th March, 2024 to review the performance of the Board as a whole and Chairman on parameters of effectiveness and to assess the quality, quantity and timeliness of flow of information between the management and the Board.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
On their appointment, Independent Directors are familiarized about the Company''s business and operations. Interactions with senior executives are facilitated to gather insight specific to the Company''s operations. Detailed presentations are made available to apprise about Company''s history, of their duties and responsibilities, rights, process of appointment and evaluation, compensation, Board and Committee procedures and expectation of various stakeholders. The details of familiarization programs as above are also disclosed on the website of the Company at the link: http://caparolactam.co.in.
INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES;
The Company has not appointed any employee(s) who is in receipt of remuneration exceeding the limits specified under Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.
The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules"), is required to be the part of this Board''s Report and to be sent to the Members of the Company along with the Board Report.
However, having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining the said information may write to the Company Secretary. Upon such request the information shall be furnished.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy, apart from other Board businesses. The Board exhibits strong operational oversight with regular business presentations at meetings. Only in the case of special and urgent business, should the need arise, Board''s approval is taken either by passing resolutions through circulation or convening meetings at shorter notice, as permitted by the law.
During the Financial Year under review, the Board met 7 (Seven) times on 22nd April, 2023; 30th May, 2023; 22nd June, 2023; 12th August, 2023, 24th August, 2023, 11th November, 2023, and 9th February, 2024.The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standard-1 on Meetings of Board of Directors issued by the Institute of Company Secretaries of India.
The names of members of the Board and their attendance at the Board Meetings are as under:
|
Name of Directors |
Number of Meetings attended/Total Meetings held during the F.Y. 2023-24 |
|
Zaver S. Bhanushali |
7/7 |
|
Siddharth S. Bhanushali |
7/7 |
|
Vikram P. Adagale |
7/7 |
|
Poonam Bhanushali |
7/7 |
|
Rajesh P. Mange |
7/7 |
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company believes that internal control is a necessary prerequisite of Corporate Governance and that freedom should be exercised within a framework of checks and balances. Therefore, the Company has a well-established comprehensive internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. Periodic check of all functions is carried for ensuring regulatory compliance of various applicable statutes as well as internal guidelines and policies.
The management is committed to ensure an effective internal control environment, commensurate with the size and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets. The Company policies are reviewed periodically in line with the dynamic business environment and regulatory requirements. The Board maintains a strong focus on internal controls by reviewing adherence to these systems and evaluating internal audit reports.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Statutory Auditors and the reviews performed by management, Company has sound internal financial controls. These controls placed by the Company are commensurate with the nature and size of the business operations and are adequate and operating effectively.
STATUTORY AUDITORS AND STATUTORY AUDIT REPORT
In terms of provisions of Section 139 of the Act, M/s. Pulindra Patel & Co, Chartered Accountants, Chartered Accountants (Firm Registration No.: 115187W) were appointed as Statutory Auditors of the Company for a continuous term of 5 (five) years.
As required under the provisions of Section 139(1) of the Companies Act, 2013, the Company has obtained an eligibility certificate from the above-mentioned Auditor to the effect that they conform with the limits specified in the said Section and that they are not disqualified for reappointment as auditors within the meaning of Section 141 of the Companies Act, 2013.
The Audit Report on the Financial Statements for the Financial Year 2023-24 does not contain any qualifications, reservations or adverse remarks. The Notes to Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.
REPORTING OF FRAUD BY AUDITORS
During the period under review, the Statutory Auditors have not reported under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company, the details of which need to be mentioned in the Board''s Report.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had appointed M/s Alpi Nehra and Associates, Mumbai, a firm of Company Secretaries in-practice to undertake the Secretarial Audit of the Company for the financial year 2023-24. In this regard, the Report submitted by the Secretarial Auditor is annexed as Annexure A. Your directors are pleased to inform that the report from the Secretarial Auditors does not contain any qualifications or negative remarks.
ANNUAL RETURN
Pursuant to section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company for the financial year ended on March 31, 2024 in the prescribed Form MGT-7 is available on the Company''s website at http://caparolactam.co.in .
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUT-GO
Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations.
The particulars relating to the energy conservation, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in the Annexure B to this Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company is an equal opportunity employer and is committed to ensuring that the work environment at all its locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are strictly prohibited.
In accordance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formed an Anti-Sexual Harassment Policy and has complied with provisions relating to the constitution of Internal Committee. This policy offers comprehensive protection to all the employees (permanent, Contractual, temporary and trainees). The Internal Complaints Committee redresses the complaints pertaining to sexual harassment and any complaint which is received by the Committee is dealt with appropriate sensitivity and confidentiality in the most judicious and unbiased manner within the time frame as prescribed by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The following is a summary of sexual harassment complaints received and addressed by the Company during the Financial Year 2023-24:
⢠No. of complaints at the beginning of the year: Nil
⢠No. of complaints received during the year: Nil
⢠No. of complaints disposed of during the year: Nil No. of complaints at the end of the year: Nil
RISK MANAGEMENT
The Company has formulated and implemented an effective risk management framework aligned with the risk management policy which encompasses practices relating to identification, assessment, monitoring and mitigation of various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.
The various key risks to key business objectives and their mitigation are as follows:
CREDIT RISK: Credit risk arises from business operations that give rise to actual, contingent, or potential claims against any counterparty, borrower, or obligor. The scope of the Credit Risk unit includes measuring, assessing, and monitoring credit risk within your Company through strengthening underwriting norms, and keeping a close watch on asset quality trends and concentrations at individual exposures as well as at the portfolio level.
The Company has a robust post sanction monitoring process to identify credit portfolio trends and early warning signals.
OPERATIONAL RISK: Operational Risk has been defined as the risk of loss resulting from inadequate or failed internal processes, people, systems, or from external events. Operational Risk includes legal risk but excludes strategic and reputational risks.
The Company follows established, well-designed controls, which include maker-checker principles, effective delegation of authority, and segregation of duties, Code of conduct, reconciliation, exception reporting and periodic MIS.
LIQUIDITY RISK: It is the risk that the Company will be unable to meet its financial commitment to a Bank/Financial Institution in any location, any currency at any point in time. Liquidity risk can manifest in three different dimensions for the Company.
The Company has arranged for diversified funding sources and adopted a policy of availing funding in line with the tenor and repayment pattern of its receivables and monitors future cash flows and liquidity. The Company has developed internal control processes and contingency plans for managing liquidity risk.
INTEREST RATE RISK: It is the risk where changes in market interest rates might adversely affect the Company''s financial condition. The short term/immediate impact of changes in interest rates are on the Company''s Net Interest Income. On a longer term, changes in interest rates impact the cash flows on the assets, liabilities and off-balance sheet items, giving rise to a risk to the net worth of the Company arising out of all re-pricing mismatches and other interest rate sensitive positions.
The Company mitigates its interest rate risk by keeping a balanced mix of borrowings.
REPUTATION RISK: Reputation risk is the risk to earnings and capital arising from adverse perception of the image of the Company from the part of various stakeholders and regulators. This risk may arise from the Company''s reputation getting impacted due to factors such as unethical practices, regulatory actions, customer dissatisfaction and complaints leading to negative publicity.
The Company manages this through a strict code of conduct policy for its employees, good corporate governance policies and an effective customer grievance mechanism. It communicates with its stakeholders regularly through appropriate engagement mechanisms to address stakeholder expectations and assuage their concerns, if any.
MARKET RISK: Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market variables. Such changes in the values of financial instruments may result from changes in the interest rates, credit, and other market changes. The Company''s exposure to market risk is primarily on account of interest rate risk and liquidity risk.
The Company regularly reviews its business model including interest rate risk and liquidity risk.
STRATEGIC RISK: Strategic or business risk is the risk associated with the formulation and execution of an organisation''s strategy.
INFORMATION TECHNOLOGY RISK: The Company is growing with digitalization and aimed at leveraging digital technology to provide a best-in-class experience for its customers while simultaneously enhancing productivity and improve on IT risk management. The risk of cyber-attacks on the Company''s systems arises among others from computer viruses, malicious or destructive code, phishing attacks, denial of service or information, application vulnerability and other security breaches resulting in disruption of its services or theft or leak of sensitive internal data or customer information.
The Company has established a robust information and cybersecurity framework for securing its IT infrastructure and systems. Various committees'' reviews and monitors IT security infrastructure and vigilance over IT-related vulnerabilities against emerging cybersecurity risks.
COMPLIANCE RISK: Compliance risk has been defined as "the risk of legal or regulatory sanctions, material financial loss, or loss to reputation a Company may suffer as a result of its failure to comply with laws, regulations, rules, related self-regulatory organization standards, and codes of conduct as applicable.
There is a strong compliance culture with well-articulated policies concerning conduct, Vigil Mechanism, AML & KYC. The Compliance department update the status of compliance and controls to the Audit Committee of the Board regularly, to review and for advice on the implementation of measures for AML /KYC risk mitigation, along with effective transaction monitoring.
Your Company''s management of this risk is guided by diversification in its business through products for MSME, geographies, balanced growth while maintaining a healthy asset liability mix and prudent provisioning policies.
LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
The Company has not given any loans, made investment or given guarantee or security under Section 186 of the Act, during FY 2023-24.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with the related parties and/or Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.
The Related Party Transactions are placed before the Audit Committee for review and approval as per the terms of the Policy for dealing with Related Parties. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for transactions which are foreseen and of repetitive nature. The statement containing the nature and value of the transactions entered into during the quarter is presented at every subsequent Audit Committee meeting by the CFO for the review and approval by the Committee. Further, transactions proposed in subsequent quarter are also presented. Besides, the Related Party Transactions are also reviewed by the Board on an annual basis. Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in section 188(1) of the Companies Act, 2013 as required under Form AOC-2 form part of this report as Annexure C.
Further all the necessary details of transactions entered with the related parties are mentioned in the Note No. 23 of the Financial Statements for the Financial Year ended on March 31, 2024.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The Board has implemented a robust system to ensure ongoing compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS
During the period under review, no significant and material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
As per Section 177(9) of the Companies Act, 2013 and Listing Regulation the Company is required to establish an effective Vigil Mechanism for Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct.
The Company as part of the ''vigil mechanism'' has in place a Board approved ''Whistle Blower Policy'' to ensure that genuine concerns are properly raised and addressed and recognized as an enabling factor in administrating good governance practices. The Whistle Blower Policy has been placed on the website of the Company and can be accessed at http://caparolactam.co.in
This vigil mechanism of the Company is overseen by the Ethics Officer and provides adequate safeguard against victimization of employees and directors and also provides direct access to the Ethics Officer in exceptional circumstances. Further, no personnel have been denied access to the Ethics Officer.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
During the Financial Year under review, the Company has neither made any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
HUMAN RESOURCES
The Company believes that its employees are its biggest asset. The workforce at the Company has a right blend of youth and experience and the success of organization is based on the capabilities, passion and integrity of its people. The Company continues to attract and retain talent that focuses on sustained superior performance, provide them opportunities to learn, realize their true potential and contribute positively to the success of the Company.
ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS/SWEAT EQUITY SHARES/ EMPLOYEE STOCK OPTION SCHEME
At the beginning of the year, there were no Equity shares with differential voting rights or sweat equity shares or employee stock option scheme outstanding.
During the year, the Company has not issued any equity shares with differential voting rights or sweat equity shares or shares under employee stock option scheme. Hence, disclosures regarding the same are not required to be given.
CORPORATE GOVENRANCE REPORT:
The compliance with the Corporate Governance provisions as specified in regulations 17 to 27 and Clause (b) to (i) of Sub- regulation (2) of regulation 46 and para-C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is not applicable to your Company.
Accordingly, the information required under said clauses are not furnished hereafter.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) is attached as Annexure D forming part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
Provisions of Section 135(1) of the of the Companies Act, 2013 read with Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable to the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, confirm that:
a) In the preparation of the annual accounts, 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 judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
c) the directors had 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 the annual accounts on a going concern basis;
e) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively; and
f) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.
LISTING OF SECURITIES IN STOCK EXCHANGES:
The Company''s Equity Shares are presently listed on Bombay Stock Exchange Limited.
INTERNAL AUDITOR:
M/s Shrey Pandey & Associates., Chartered Accountant (Firm Registration No.: - 149221W) were appointed as the Internal Auditors'' of your Company for the financial year 2023-24.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report.
PERFORMANCE EVALUATION OF DIRECTORS, BOARD AND COMMITTEES:
A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was led by Nomination & Remuneration Committee, the evaluation was done using individual interviews covering amongst other vision, strategy and role clarity of the Board. Board dynamic and processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.
As part of the evaluation process the performance of non-independent Directors, the Chairman and the Board was done by the Independent Directors. The performance evaluation of the respective Committees and that of independent and non-independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed satisfaction with the evaluation process.
REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.
The Company''s policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been enclosed separately as Annexure E to this Report.
The Nomination and Remuneration Policy of the Company is also posted on the website of the Company under Investors Section.
ACKNOWLEDGEMENT
The directors take this opportunity to place on record their gratitude for the support Registrar of Companies, other regulatory and Government Bodies, Company''s Auditors, Customers, Bankers, Promoters and Shareholders.
The Board of Directors wish to thank the employees of the Company for their exemplary dedication and excellence displayed in conducting all operations.
The Board also wishes to place on record its appreciation and sincerely acknowledge the contribution and support from shareholders for their support.
Mar 31, 2014
The Members,
The Directors have pleasure in presenting their 25th Annual Report
together with the Audited Accounts for the year ended on 31st March,
2014.
FINANCIAL HIGHLIGHTS
Particulars 31st March,2014 31st March,2013
Profits /Loss (before interest
depreciation and taxation) -9,81,813 72,01,116
Less: Interest 7,904 25,978
Depreciation 18,70,613 21,86,826
Profit /Loss before Tax -28,60,329 49,88,312
Less :Provision for Taxation 0 9,65,330
Add : Deferred Tax Benefit 1,55,988 1,81,457
Profit/Loss aftertax -27,04,341 42,04,439
The Company''s operation remained confined mainly to job work. Your
Directors are taking various initiatives for improving the condition of
the Company.
DIVIDEND
In order to conserve the financial resources of the Company, your
Directors deem fit not to recommend any dividend for the year under
review.
BIFR
Your company was registered as sick company by the Board of Industrial
and Finance Reconstruction (BIFR) in the year 2001. The net worth of
the company as per balance sheet of the year ending 31-12-2006 has
turned positive which has been considered by the (BIFR) bench and the
Bench allowed the MA and therefore, your company has been de-registered
(Case No.36/2001) from the purview of SICA/BIFR. The case of the
winding up of order of the Bombay High Court is still pending for the
hearing.
DIRECTORS
In accordance with the provision of the Companies Act, 1956, Mr. Vikram
P Adagale and Mr. Rajesh P Mange retire by rotation and being eligible
offer themselves for re-appointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Board of Directors of the Company confirms that:
1. In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures.
2. 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 at the end of the financial year and of the profit of the
company for that period
3. The directors had 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.
4. The directors had prepared the annual accounts on a going concern
basis.
5. The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate were operating effectively.
6. The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
RELATED PARTY TRANSACTIONS
In accordance with the Accounting Standard 18 prescribed by the
Institute of Chartered Accountants of India, transactions with related
parties have been disclosed separately and form a part of this report.
CORPORATE GOVERNANCE
A report on Corporate Governance along with Auditors'' certificate
regarding compliance of conditions of corporate governance as
stipulated in Clause 49 of Listing Agreement and Management Discussion
and Analysis Report are annexed to this Report.
LISTING FEE PAYMENT
The Company''s securities are listed on the Bombay Stock Exchange
Limited and the Company has paid Annual Listing fee for the financial
year 2014-15.
PARTICULARS OF EMPLOYEES
There were no employees drawing remuneration in excess of the limit
prescribed under Section 217 (2A) of the Companies Act, 1956. FIXED
DEPOSITS:
The Company has not accepted any deposits from the public within the
meaning of Section 58A of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC.
The information as required under Section 217(1)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of particulars in the
Report of Board of Directors) Rules, 1988 and forming part of
Directors'' Report for the year ended 31st March, 2014 is annexed and
forms a part of this Report.
INDEPENDENT DIRECTORS:
The Independent Directors of the Company had submitted their
declaration in the First Board meetings of the directors that they meet
the criteria of the Independence as provided in sub-section 6 of
section 149 of companies Act 2013.
VIGIL MECHANISM:
In pursuant to the provisions of section 177 (9) & (10) of the
companies Act, 2013 a vigil mechanism for directors and employees to
report the genuine concerns has been established.
AUDITORS:
Mr. Jatin Shah, Chartered Accountant, Auditor of the Company, retires
at the forthcoming Annual General Meeting and being eligible offer
himself for reappointment. The Board recommends appointment of Mr.
Jatin. Shah as the statutory auditor of the Company for the next year.
COMPLIANCE CERTIFICATE
In accordance with Section 383A of the Companies Act, 1956 and
Companies (Compliance Certificate) Rules, 2001, the Company has
obtained a Certificate from a Secretary in whole time practice
confirming that the Company has complied with all the provisions of the
Companies Act, 1956 during the financial year under review and a copy
of such certificate is annexed to this Report.
ACKNOWLEDGEMENT:
Yours Directors record their appreciation for the valuable cooperation
extended by Banks and concerned Government and other authorities. Your
Directors acknowledge the contribution made by the Company''s personnel
at all levels.
For and on behalf of the Board of Directors
PLACE: Mahad (Mrs. Zaver S. Bhanushali)
DATE: 30th May, 2014 Chairperson and Managing Director
Mar 31, 2013
TO, The Members,
The Directors have pleasure in presenting their 24lhAnnual Report
together with the Audited Accounts for the year ended on 31st March,
2013.
FINANCIAL HIGHLIGHTS
Partlcuars 31stMarch,2013 31stMarch.2012
Profits/Loss (before interest
depreciation and taxation) 72,01416 39,02,125
Less: Interest 25,928 46,830
Depreciation 21,86,826 25,13,051
Profit /loss before Tax 49,88,312 13,42,243
Less Provision for Taxation 9,65,330 2,55,765
Add : Deferred Tax Benefit 1,81,457 2,01,286
Profit/Loss aftertax 42,04,439 12,87,755
The Company''s operation remained confined mainly to job work. Your
Directors are taking various initiatives for improving the
condition of the Company.
DIVIDEND
In order to comerve the financial resources of the Company, your
Directors deem fit not to recommend any dividend for the year under
review.
BIFR
Your company was registered as sick company by the Board of Industrial
and Finance Reconstruction(BIFR) in the year 2001.The net worth of the
company as per balance sheet of the year ending 31-12-2006 has turned
positive which has been considered by the (BIFR) bench and the Bench
allowed the MA and therefore, your company has been de-registered (Case
No.36/2001) from the purview of SICA/SIFR. The case of the winding up
of order of the Bombay High Court is still pending for the hearing.
DIRECTORS
In accordance with the provision of the Companies Act, 1956,
Mr.Siddharth S Bhanushaliand Mr.Vasant L Mange retire by rotation and
being eligible offer themselves for re-appointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the requirements of Section 217(2AA) of the
Companies Act, 1956, the Board of Directors confirms:
1. That in the preparation of the annual accounts, the applicable
accounting standards had been followed alongwith proper explanation
relating to material departures.
2. That 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 at the end of the financial year and of the
profit of the company for that period
3. That the directors had 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.
4. That the directors had prepared the annual accounts on a going
concern basis.
RELATED PARTY TRANSACTIONS
In accordance with the Accounting Standard 18 prescribed by the
Institute of Chartered Accountants of India, transactions with related
parties have been disclosed separately and form a part of this report.
CORPORATE GOVERNANCE
A report on Corporate Governance along with Auditors'' certificate
regarding compliance of conditions of corporate governance as
stipulated in Clause 49 of Listing Agreement and Management Discussion
and Analysis Report are annexed to this Report.
LISTING FEE PAYMENT
The Company''s securities are listed on the Bombay Stock Exchange
Limited and the Company has paid Annual Listing fee for the financial
year 2013-14.
PARTICULARS OF EMPLOYEES
There were no employees drawing remuneration in excess of the limit
prescribed under Section 217 (2A) of the Companies Act, 1956.
FIXEPpSfTS:
The Company has not accepted any deposits from the public within the
meaning of Section 58A of the Companies Act, 1956.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION ETC.
The information as required under Section 217{l)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of particulars in the
Report of Board of Directors) Rules, 1988 and forming part of
Directors'' Report for the year ended 3l" March, 2013 is annexed and
forms a part of this Report.
AUDITORS:
Mr Jatin V. Shah, Chartered Accountant, Auditor of the Company, retires
at the forthcoming Annual General Meeting and being eligible offer
himself for reappointment. The Board recommends appointment of MrJatin.
V. Shah as the statutory auditor of the Company for the next year.
COMPLIANCE CERTIFICATE
In accordance with Section 383A of the Companies Act, 1956 and
Companies (Compliance Certificate) Rules, 2001, the Company has
obtained a Certificate from a Secretary in whole time practice
confirming that the Company has complied with all the provisions of the
Companies Act, 1956 during the financial year under review and a copy
of such certificate is annexpd to this Report.
ACKNOWLEDGEMENT:
Yours Directors record their appreciation for the valuable cooperation
extended by Banks and concerned Government and other authorities. Your
Directors acknowledge the contribution made by the Company''s personnel
at all levels.
For and on behalf of the Board of Directors
PLACE: Mahad (Mrs.ZaverS. Bhanushali)
DATE: 31s,July, 2013 Chairperson and Managing Director
Mar 31, 2012
The Directors have pleasure in presenting their 23rd Annual Report
together with the Audited Accounts for the year ended on 31 March,
2012.
FINANCIAL HIGHLIGHTS
Particulars 3lST March,2012 3lST March.2011
Profits /Loss (before interest
depreciation and taxation) 39,02,124 3,115,979
Less: Interest 46,830 4,438
Depredation 25,13,051 2,330,431
Profit/Loss before Tax 13,42,243 781,110
Less :Provislon for Taxation 2,55,765 144,818
Add: Deferred Tax Benefit 2,01,286 196,761
Profit/Loss after tax 12,87,765 833,053
The Company s operation remained confined mainly to job work. Your
Directors are taking various initiatives for impfoving the condition of
the Company.
DIVIDEND
In order to conserve the financial resources of the Company, your
Directors deem fit not to recommend any dividend for the year under
review.
BIFR
Your company was registered as sick company by the Board of Industrial
and Finance Reconstruction(BIFR). The company had filled an appeal with
AAIFR, New Delhi against winding up order of BIFR dated 5"' July,
2011 and AAIFR has set a site the order of BIFR on 9 " July 2012 and
remand the case back to BIFR with direction to consider the claim of
the company that its net-worth has turned positive as , on 31-12-2006.
The bench observed that net-worth of the company as per balance sheet
of the year ending 31-12-2006 has turned 1 positive and accordingly,
the Bench allowed the MA and therefore, de-registered your company
(Case No.36/2001) from the purview of SICA/BIFR. The case against
winding of order of the Bombay High Court is still pending for the
hearing.
DIRECTORS
In accordance with the provision of the Companies Act, 1956, Mr. Vikram
P Adangle and Mr. Rajesh P Mange retire by rotation and being eligible
offer themselves for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the requirements of Section 217(2AA) of the
Companies Act, 1956, the Board of Directors confirms:
1. That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures.
2. That 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 at the end of the financial year and of the
profit of the company for that period
3. That the directors had 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.
4. That the directors had prepared the annual accounts on a going
concern basis.
RELATED PARTY TRANSACTIONS
In accordance with the Accounting Standard 18 prescribed by the
Institute of Chartered Accountants of India, transactions with related
parties have been disclosed separately and form a part of this report.
CORPORATE GOVERNANCE
A report on Corporate Governance along with Auditors certificate
regarding compliance of conditions of corporate governance as
stipulated in Clause 49 of Listing Agreement and Management Discussion
and Analysis Report are annexed to this Report.
LISTING FEE PAYMENT
The Company s securities are listed on the Bombay Stock Exchange
Limited and the Company has paid Annual Listing fee for the financial
year 2012-13.
PARTICULARS OF EMPLOYEES
There were no employees drawing remuneration in excess of the limit
prescribed under Section 217 (2A) of the Companies Act, 1956. FIXED
DEPOSITS:
The Company has not accepted any deposits from the public within the
meaning of Section 58A of the Companies Act, 1956.
CONSERVATION OF ENER6V. TECHNOLOGY ABSORPTION ETC.
The information as required under Section 217(l)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of particulars in the
Report of Board of Directors) Rules, 1988 and forming part of Directors
Report for the year ended 3lst March, 2012 is annexed and forms a part
of this Report.
AUDITORS:
Mr. Jatin V. Shah, Chartered Accountant, Auditor of the Company,
retires at the forthcoming Annual General Meeting and being eligible
offer himself for reappointment. The Board recommends appointment of
Mr. Jatin. V. Shah as the statutory auditor of the Company for the next
year.
COMPLIANCE CERTIFICATE
In accordance with Section 383A of the Companies Act, 1956 and
Companies (Compliance Certificate) Rules, 2001, the Company has
obtained a Certificate from a Secretary in whole time practice
confirming that the Company has complied with all the provisions of the
Companies Act, 1956 during the financial year under review and a copy
of such certificate is annexed to this Report.
ACKNOWLEDGEMENT:
Yours Directors record their appreciation for the valuable cooperation
extended by Banks and concerned Government and other authorities. Your
Directors acknowledge the contribution made by the Company s personnel
at all levels.
For and on behalf of the Board of Directors
PLACE: Mahad (Mrs.7aver S. Bhanushali)
DATE: 30th July, 2012 Chairperson and Managing Director
Mar 31, 2010
The Directors have pleasure in presenting their 21st Annual Report
together with the Audited Accounts for the year ended on 31" March,
2010.
FINANCIAL HIGHLIGHTS
Particulars 31st March.2010 3lst March.2009
Profits /Loss (31.12,122) S8.42.489
(before interest .depreciation and
taxation)
Less: Interest - -
Depreciation 21,48,172 24.19,344
Profit /Loss before Tax (9,63,950) 34,23,145
Less Provision for Taxation - 3,84,675
Add : Deferred Tax Benefit 2,40,601 3.05.922
Profit/loss aftertax (7.23.349) 33.44,392
Due to stiff competition and complexity of the operation, the Companys
result are not satisfactory, The Companys operation remained confined
mainly to job work. Your Directors are taking various initiatives for
improving the condition of the Company.
DIVIDEND
in view of the accumulated losses, your Directors have not recommended
any dividend for the year.
BIFR
Your Company has been registered as sick company by the Board for
Industrial and Financial Reconstruction (BIFR) under Section 15(1) of
the Sick Industrial Companies (Special Provisions) Act, 1985. The
Company has submitted the scheme which envisages relief and concession
from State and Central Government as per their guideline/packages.
Further progress is awaited.
DIRECTORS
In accordance with the provision of the Companies Act. 1956, Mr. Vikram
Adagale retire by rotation and being eligible offers himself for re-
appointment. The Board of Directors have re-appointed Mis. Zaver S
Bhanushali as Managing Director of the Company w.e.f 1st August, 2010
for a period of five years subject to all necessary approvals including
of Members. Mr. Vasant Mange and Mr. Rajesh Mange were co-opted or 30th
September,2009 as additional directors of the Company till the date of
the annual general meeting. Directors recommend their appointment as
Cirectors of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the requirements of Section 217(2AA) of the
Companies Act, 1956, the Board of Directors confirm:
1 That in the preparation of the annual accounts, the applicable
accounting standards had been followed alongwith proper explanation
relating to material departures.
2. That 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 at the end of the financial year and of the loss of the
company for that period
3. That the directors had 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.
4. That the directors had prepared the annual accounts on a going
concern basis.
RELATED PARTY TRANSACTIONS
In accordance with the Accounting Standard 18 prescribed by the
Institute of Chartered Accountants of India, transactions with related
parties have been disclosed separately and form a part of this report.
CORPORATE GOVERNANCE:
A report on Corporate Governance along with Auditors certificate
regarding compliance of conditions of corporate governance as
stipulated in Clause 49 of Listing Agreement and Management Discussion
and Analysis Report are annexed to this Report.
LISTING FEE PAYMENT
The Companys securities are listed on the Bombay Stock Exchange
Limited and the Company has paid Annual Listing fee for the financial
year 2010-11.
PARTICULARS OF EMPLOYEES
There were no employees drawing remuneration in excess of the limit
prescribed under Section 217 (2A) of the Companies Act, 19S6.
FIXED DEPOSITS:
The Company has not accepted any deposits from the public within the
meaning of Section 58A of the Companies Act, 1956.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION ETC
The information as required under Section 217(l)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of particulars in the
Report of Board of Directors) Roles, 1988 and forming part of
Directors Report for the year ended 31st March. 2010 is annexed and
forms a part of this Report.
AUDITORS:
- M/s.Sumaria & Sumarla, Chartered Accountants, Mumbai will hold office
until the conclusion of the ensuing Annual General Meeting and being
eligible offer themselves for re appointment. The Board recommends
their appointment as the staiutory auditors of the Company for the next
year.
COMPLIANCE CERTIFICATE
In accordance with Section 383A of the Companies Act. 1956 and
Companies (Compliance Certificate) Rules, 2001, the Company has
obtained a Certificate from a Secretary in whole time practice
confirming that the Company has complied with all the provisions of the
Corrpanies Act, 1956 during the financial year under review and a copy
of such certificate is annexed to this Report.
ACKNOWLEDGEMENT:
Yours Directors record their appreciation for the valuable cooperation
extended by Banks and concerned Government and other authorities. Your
Directors acknowledge the contribution made by the Companys personnel
at all levels.
Place: Mahad For and an behalf of the Board of Directors
Date:7th June,2010 (Mrs.ZaverS. Bhanushali)
Chairperson & Managing Director
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on Caprolactam Chemicals Ltd.
-
Caprolactam Chemicals Ltd. Tools
- Bulk Deals
-
Caprolactam Chemicals Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- BSE Price History
-
Caprolactam Chemicals Ltd. Key Financial Ratios
- Ratios
-
Caprolactam Chemicals Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
Caprolactam Chemicals Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
Caprolactam Chemicals Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
Caprolactam Chemicals Ltd. Corporate Announcements
- Book Closure
- Board Meetings
-
Stocks To Buy Today, Dec 19: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Friday -
Stocks To Buy Today, Dec 18: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday -
Stocks To Buy Today, Dec 17: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Wednesday -
Stocks To Buy Today, Dec 16: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Tuesday -
India Stock Market Weekly Review: Nifty and Sensex Fall as Caution Spreads -
Stocks To Buy Today, Dec 15: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday
-
Stocks To Buy Today, Dec 12: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Friday -
Market Outlook 2026: Kotak Securities Sees Nifty 50 at 30,000; THESE 4 Sectors Lead Rally, Gold To Stay Strong -
Stocks To Buy Today, Dec 10: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Wednesday -
D-Street Bleeds For 2nd Day! Sensex Slumps 678 Pts; Nifty Cracks 25,800; Why Stock Market Is Falling Today? -
Stocks To Buy Today, Dec 9: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Tuesday -
Stocks To Buy Today, Dec 8: Top 4 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday -
Stock Market Alert! Major Pre-Open Session Change From Dec 8: Full Timings, Rules & All You Need To Know -
Bank Nifty Surges: RBI’s 25 bps Rate Cut Triggers Strong Upside in Major Banking Stocks -
Closing Bell: Sensex Ends 158 pts Higher, Nifty Climbs Above 26,000; Hero MotoCorp, HAL Up 2% Each -
Stocks To Buy Today, Dec 4: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday
-
Block for 8 hours
-
Block for 12 hours
-
Block for 24 hours
-
Don't block
Sign in with Google- Male
- Female
- Others
- Under 18
- 18 to 25
- 26 to 35
- 36 to 45
- 45 to 55
- 55+