Dear Member,
Your Directors have pleasure in presenting the 15th Annual Report along with the audited statements of accounts of your Company for the financial year ended 31st March, 2024.
1. FINANCIAL RESULTS:
The audited financial statements of the Company as on March 31, 2024 are prepared in accordance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 ("Act").
The Financial highlight is depicted below: (Rs. In Lakhs)
*Above figures are calculated as per Indian AS , which result into some difference in f.y. 2022-23 figures as compared to previous year report .
2. PERFORMANCE HIGHLIGHTS
A. During the year under review company has total revenue of Rs.7634.77 lakhs as against the previous year turnover of Rs. 8550.49 lakhs which shows decrease of 10.7% in comparison with the previous year. Profit before tax increased by 123% as compared to previous year. The net profit after tax of the company is also increased by 121% as compared to previous year.
B. OPERATING AND ADMINISTRATIVE EXPENSES
The operating Expenses of Rs. 6866.39 Lakhs during FY 2023-24, as compared to previous financial year 2022-23 incurred of Rs. 8152.83 Lakhs.
C. DEPRECIATION AND AMORTISATION EXPENSES
The depreciation Expenses of Rs.104.79 Lakhs during FY 2023-24, as compared to previous financial year 2022-23 incurred of Rs. 97.94 lakhs.
D. FINANCE COST
The finance cost of Rs.125.22 Lakhs during FY 2023-24, as compared to previous financial year incurred of Rs. 86.97 Lakhs which shows decrease as compared to previous year.
E. TOTAL PROFIT AFTER TAX FOR THE YEAR
Profit After Tax (PAT) experienced a significant spike, leaping by 121% from Rs. 179.52 Lakhs in FY23 to Rs. 398.22 Lakhs in FY24, underscoring our sustained commitment to operational excellence and fiscal prudence.
F. TRANSFER TO RESERVES
The Board of Directors have decided to retain the entire amount of profit for financial year 2023-24 in the Statement of Profit & Loss as at March 31, 2024.
During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity. The Company has paid Listing Fees for the financial year 2024-25, to Bombay Stock Exchange, where its equity shares are listed.
In accordance with the provisions of ICDR Regulations, the Board of Directors of the Company in its meeting held on March 20, 2022, has considered, approved and allotted on preferential basis 10,00,000 convertible Warrants at an issue price of Rs. 67/- per warrant in terms of the special resolution passed by the shareholders of the Company at the EGM held on MARCH 05, 2022. The Warrants shall be converted into equal number of equity shares of face value of Rs. 10/- each at any time before eighteen months from the date of allotment. The allotment is made to Promoter and Non Promoter group from whom upfront payment of 25 % of issue price of convertible warrants i.e Rs.16.75/- per warrant is received.
- During the F.Y. 2023-24 Allotment of 27,50,000 number of equity shares pursuant to conversion of 27,50,000number of warrants convertible into equivalent number of equity shares to the person(s) belonging to Promoter Group on preferential basis after receipt of balance amount of 75% against each warrant towards full and final subscription amount for conversion of same into equity shares.
- Post Conversion of warrants, the allottees are also entitled for 55,00,000 number of bonus shares reserved for outstanding convertible warrants in the ratio of 2:1 and accordingly 55,00,000 bonus equity shares are also been allotted on 27,50,000 equity shares post conversion of warrants.
Details of shares allotted
- Pursuant to above said allotment of Bonus Equity Shares as well as Equity Shares allotted pursuant to conversion of warrants, the issued and paid-up Equity Share Capital of the Company stands increased to Rs.14,77,06,800/- divided into 14,77,06,800/-equity shares of face value of Re. 1/- each.
3. DIVIDENDS:
The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the Company's performance , has decided not to recommend any Dividend for the year under review.
4. MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments affecting the financial position of the Company between the end of financial year of the company and the date of this report.
5. FIXED DEPOSITS:
During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013, read with rules made there under.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. BOARD COMPOSITION
- Mr. Gopal D. Khichadia (Managing Director),
- Mr. Kantilal M. Gedia (Whole Time Director),
- Mr. Chandrakant J. Gadhiya (Chief Financial Officer upto 27.10.2023 )
- Mr. JaydeepPansuriya ( w.e.f. 01.11.2023 ) and
- MS. SHWETA RAKESHSINGH CHAUHAN (upto 03.10.2023)
- Ms. HiralGudhka (w.e.f. 01.11.2023)
are the Whole-time Key Managerial Personnel of the Company.
B. DIRECTOR RETIRING BY ROTATION
Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Gopal
D.Khichadia (DIN: 00127947), retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends the re-appointment of Mr. Gopal D.Khichadia (DIN: 00127947)for your approval. Brief details of the Director, who is proposed to be re-appointed, as required under Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of Annual General Meeting.
C. INDEPENDENT DIRECTORS AND THEIR MEETING:
Your Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Director during the year. Also, your Company has received annual declarations from all the Independent Directors of the Company confirming that they have already registered their names with the data bank maintained by the Indian Institute of Corporate Affairs ["IICA"] as prescribed by the Ministry of Corporate Affairs under the relevant rules and that the online proficiency selfassessment test as prescribed under the said relevant rules is applicable to them and they will attempt the said test in due course of time (if applicable).
Familiarization / Orientation program for Independent Directors:
The Independent Directors attend a Familiarization / Orientation Program being inducted into the Board. Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and any other significant matters of importance. The details of Familiarization Program are provided in the Corporate Governance Report.
7. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to clause (c) of sub-section (3) and subsection (5) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the followings:-
A. that in the preparation of the annual financial statement, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
B. that such accounting policies have been selected and applied consistently and judgment and estimates have been made 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, 2024 and of the loss of the Company for the year ended on that date;
C. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
D. That the annual financial statement have been prepared on a going concern basis;
E. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
F. That proper system to ensure compliance with the provisions of all applicable laws including the compliance of applicable Secretarial Standards were in place and were adequate and operating effectively.
8. BOARD EVALUATION:
The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
9. INTERNAL FINANCIAL CONTROL (IFC) SYSTEM AND THEIR ADEQUACY:
The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Internal Audit Reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Company's internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) is adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.
10. RELATED PARTY TRANSACTIONS:
During Financial Year 2023-24, all contracts/arrangements/transactions entered into by the Company with related parties under Section 188(1) of the Act were in the ordinary course of business and on an arm's length basis. The Company has entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014.
There was materially significant Related Party Transactions made by the Company during the year that would have required shareholders' approval under the Listing Regulations. Approval of members was taken in due course.
The Related Party Transactions are placed before the Audit Committee for prior approval, as required under the Act and Listing regulations. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature and value of the transactions.
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act and in compliance with the Listing Regulations, is enclosed to this report as ANNEXURE-B.
11. CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the provisions of the Companies Act, 2013 ("the Act") and Ind AS 110 - Consolidated Financial Statement read with Ind AS - 28 Investments in Associates, the audited consolidated financial statement should be provided in the Annual Report. NOT APPLICABLE.
12. AUDITORS & AUDITORS' REPORT:
A. AUDITORS DETAILS:
M/S J C Ranpura& Co, Chartered Accountants, Rajkot has been appointed as a Statutory Auditors of the Company for F.Y. 2022-23 by board of directors in board meeting dated 13.08.2022 and has been appointed for five years term for F.Y. 2022-23 to 2026-27 with the approval of the members in AGM held on 30.09.2022 i.e.to hold office from the conclusion of this 13th Annual General Meeting (AGM) until the conclusion of the 18TH Annual General Meeting of the Company. M/S J C Ranpura& Co, Chartered Accountants, Rajkot have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company for financial year 2024-25 .
B. AUDITORS' REPORT
In the opinion of the directors, the notes to the accounts in auditor's report are self-explanatory and adequately explained the matters, which are dealt with by the auditors.
C. COST AUDIT REPORT
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is not mandatorily applicable to our Company for the financial year 2023-24 hence; no such audit has been carried out during the year.
D. Internal Auditor
Mr. Parin H. Patel - chartered accountant, Rajkot, who are the Internal Auditors have carried out internal audit for the financial year 2023-24. Their reports were reviewed by the Audit Committee.
E. SECRETARIAL AUDIT REPORT
A qualified Practicing Company Secretary carries out secretarial audit and provides a report on the compliance of the applicable Acts, Laws, Rules, Regulations, Guidelines, Listing Agreement, Standards etc. as stipulated by the provisions of Section 204 of the Companies Act 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The Secretarial Audit Report forms part of this report as ANNEXURE - A. The findings of the audit have been satisfactory.
F. Annual Secretarial Compliance Report
Annual Secretarial Compliance Report under regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 ("SEBI LODR") read with SEBI Circular dated February 08, 2019 number CIR/CFD/CMDI/27/2019, is availed from a qualified Practicing Company Secretary and also uploaded on company website at weblink: https://captainpipes.com/other-certificate.html and also submitted to BSE Ltd. Where the equity shares of company are listed.
13. CORPORATE GOVERNANCE:
Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to the Listing Agreement read with Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses
(b) to (i) of Regulation 46 (2) and para C , D and E of Schedule V shall not apply the Company. However, as a good Corporate Governance Practice the Company has generally complied with the Corporate Governance requirements and a report on Corporate Governance is annexed as forms part of this Report. As required under SEBI (LODR) Regulations 2015 the Management Discussion and Analysis Report is annexed as part of this Report as ANNEXURE D.
14. MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed report on the Management discussion and Analysis is provided as a separate section in the Annual Report AS ANNEXURE C.
15. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Company has generally taken corporate social responsibility initiatives. However, upto the present financial of F.Y. 2023-24 the company does not mandate the implementation of corporate social responsibility activities pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013
DISCLOSURES:
A. NUMBER OF BOARD MEETING
The Board of Directors met 12 (TWELVE) times during the year under review. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.
B. COMMITTEES OF BOARD:
Details of various committees constituted by the Board of Directors, as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, are given in the Corporate Governance Report and forms part of this report.
C. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-7 are uploaded on the website of the company at www.captainpipes.com under investor section.
D. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and Directors to report concerns about unethical behaviour. No person has been denied access to the Chairman of the Audit Committee. The whistle blower Policy of Company is available at its website athttps://captainpipes.com/images/userFiles/contents/pdf/Policy/whistle-blower-policy-Captain-Pipes-Ltd.pdf .
E. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
F. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company's future operations.
G. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
i. CONSERVATION OF ENERGY
As required by Rule 8 to Companies (Account Rules, 2014),
• Company ensures that the manufacturing is conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.
• No specific investments have been made for reduction in energy consumption.
ii. TECHNOLOGY ABSORPTION
Company's products are manufactured by using in house/domestic know how and no outside Technology is being used for manufacturing activities. Therefore no technology absorption is required. Further, the company has not incurred any expenses towards Research & Development.
iii. FOREIGN EXCHANGE EARNINGS AND OUTGO
Company has earned Rs. 609.54 Lakhs as a earning in foreign exchange (Export sales).
H. PARTICULARS OF EMPLOYEES PERSONNEL
None of the employees is in receipt of remuneration in excess of the limit laid down under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as ANNEXURE-G and forms part of this Report.
I. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the year 2023-2024.
J. INSURANCE
All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured.
K. LISTING AND DEMATERIALIZATION
The equity shares of the Company are listed on the SME Platform of Bombay Stock Exchange Ltd (BSE). All the shares of company are in dematerialize form.
L. CERTIFICATION OF STATUS OF DIRECTOR'S QUALIFICATIONS
Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS annexed to this report as ANNEXURE H.
M. UNCLAIMED DIVIDEND
No unclaimed dividend is there in the accounts of the company because company has not declared any dividend.
N. WTD/CFO CERTIFICATION
Certification of WTD/CFO Annexed as ANNEXURE F and forms part of this Report.
16. Reporting of Frauds
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.
17. ACKNOWLEDGEMENT:
Your Directors place on record their appreciation for assistance and co-operation received from various Ministries and Department of Government of India and other State Governments, financial institutions, banks, shareholders of the Company etc. The management would also like to express great appreciation for the commitment and contribution of its employees for their committed services. Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.
Your Directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Share Transfer Agents, Auditor, Customers, Suppliers and Regulatory Authorities. The Board values and appreciates the valuable committed services of the employees towards performance of your Company, without which it would not have been possible to achieve all round progress and growth. Your Directors are thankful to the shareholders for their continued patronage.