To the Members,
The Directors present their 34th Annual Report on the
business and operations of the Company and the financial statements for the year ended
March 31, 2025.
1. FINANCIAL HIGHLIGHTS
Rs. in Crores
Financial Results |
Standalone |
Consolidated |
Particulars |
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from Operations |
752.41 |
625.09 |
1,937.47 |
1,694.10 |
| Other Income |
134.59 |
105.84 |
96.43 |
66.94 |
Total Income |
887.00 |
730.93 |
2,033.90 |
1,761.04 |
| Profit Before Interest, Depreciation and Tax |
466.56 |
392.92 |
743.36 |
618.37 |
| Less: Finance cost |
0.12 |
0.10 |
0.61 |
0.78 |
| Less: Depreciation and amortisation expenses |
24.77 |
27.08 |
65.96 |
53.44 |
| Add: Share of Profit in Associate |
0.00 |
0.00 |
(0.01) |
0.27 |
Profit Before Tax |
441.67 |
365.74 |
676.78 |
564.43 |
| Less: Tax Expenses |
102.18 |
82.03 |
135.69 |
103.01 |
Profit After Tax |
339.49 |
283.71 |
541.09 |
461.42 |
| Less: Non-controlling Interest |
0.00 |
0.00 |
4.78 |
4.33 |
Net profit attributable to the
Shareholders of the Company |
339.49 |
283.71 |
536.31 |
457.08 |
2. OPERATIONS REVIEW/PERFORMANCE
The Company has, on standalone basis, registered total revenue from
operations of Rs. 752.41 Crores (Total Income Rs. 887.00 Crores) during the year under
review as agains tRs. 625.09 Crores (Total Income Rs. 730.93 Crores) in the previous
Financial Year.
The Profit After Tax was Rs. 339.49 Crores during the year under review
as against Rs. 283.71 Crores in the previous Financial Year. The Company has on
consolidated basis, registered total revenue from operations of Rs. 1,937.47 Crores (Total
Income Rs. 2,033.90 Crores) during the year under review as against Rs. 1,694.10 Crores
(Total Income Rs. 1,761.04 Crores) in the previous Financial Year.
MANAGEMENT DISCUSSION & ANALYSIS AND BUSINESS
RESPONSIBILITY & SUSTAINABILITY REPORT
A separate section on Management Discussion & Analysis, as approved
by the Board, which includes details on the state of affairs of the Company along with
operational performance / review, forms part of this Report. The Business Responsibility
and Sustainability Report of the Company for the year ended March 31, 2025, as approved by
the Board, is provided in a separate section and forms part of this Report and is also
made available on the website of the Company at https:// www.caplinpoint.net/index.php/annual-report/
DIVIDEND
The Board of Directors at their Meeting held on May 15, 2025, declared
an Interim Dividend of Rs. 3/- (150%) per equity share of Rs. 2/- each, for the Financial
Year 2024-25 and it was paid to those shareholders whose name appeared in the Register of
Members and beneficial owners as on the record date i.e. May 30, 2025.
Further, the Board of Directors, at their meeting held on August 7,
2025, have recommended a Final Dividend of Rs. 3/- (150%) per equity share of Rs. 2/-
each, for the Financial Year 2024-25, subject to the approval of the shareholders atthe
ensuing Annual General Meeting (AGM). If approved, the total dividend for the Financial
Year 2024-25 would amount to Rs. 6 (300%) per equity share of Rs. 2/- each.
The Dividend Distribution Policy is uploaded on the Company?s
websiteathttps://www. caplinpoint.net/wp-content/uploads/2021/ 07/Dividend Distribution
Policy.pdf
5. TRANSFER TO RESERVES
The Board of Directors have decided to retain the entire amount of
profits for the Financial Year 2024-25 in profit and loss account.
6. SUBSIDIARIES/ASSOCIATES
Nuevos Eticos Neo Ethicals S.A - Guatemala, Caplin Steriles Limited and
Caplin Point Far East Limited, Hong Kong continued to be the material subsidiaries of the
Company during the Financial Year 2024-25. Based on the parameters of Financial Year
2024-25, Neoethicals S.A - Nicaragua had become a material subsidiary from the Financial
Year 2025-26.
Further, Caplin Point Far East Limited, Hong Kong, a subsidiary of the
company had acquired two Wholly-Owned Subsidiaries, Neoethicals Chile SpA on April 01,
2025 and Triwin Pharma S.A DE C.V Mexico, on June 03, 2025.
Pursuant to Section 129(3) of the Act, 2013, a statement containing the
salient features of the financial statements of subsidiaries in the prescribed Form AOC-1
is annexed as Annexure - I to this Report.
7. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements prepared in accordance with the
Indian Accounting Standards, are attached to this report. The Consolidated Financial
Statements along with relevant documents and separate audited Financial Statements in
respect of the subsidiaries are available on the website of the Company.
8. DEPOSITS
The Company did not accept any deposits from the public within the
meaning of Chapter V of the Act, 2013, read with the Companies (Acceptance of Deposits)
Rules, 2014 for the year ended March 31, 2025.
9. SHARE CAPITAL
The paid-up share capital as on March 31, 2025, stood at Rs.
15,20,23,392/- consisting of 7,60,11,696 equity shares of Rs. 2/- each.
During the Financial Year the company allotted 69,950 shares under
various ESOP Schemes.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
UNDER SECTION 186 OF THE ACT, 2013
Particulars of loans, guarantees and investments as on March 31, 2025
are given in the Note No. 3A, 4 and 8 to the Standalone Financial Statements.
11. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of the Company met 4 (four) times during the
year under review. The dates of the Board meeting and the attendance of the Directors at
the said meetings are provided in the Corporate Governance Report, which forms part of
this Report.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. Directors
As on March 31, 2025, Board comprised of six Directors out of which
four are Independent Directors (including an Independent Woman Director) a Managing
Director and one Promoter Director.
Mr. C C Paarthipan (DIN: 01218784) is the Promoter Director who is also
the Non- Executive - Chairman of the Company. Dr. Sridhar Ganesan (DIN: 06819026) is the
Managing Director of the Company. Dr. R Nagendran (DIN: 08943531), Mr. S Deenadayalan
(DIN: 01951620) Dr. C K Gariyali (DIN: 08711546) and Ranganathan Vijayaraghavan (DIN:
00026763) are the Independent Directors on the Board.
The tenure of Dr. Sridhar Ganesan as Managing Director ended on August
24, 2024. Consequently, the shareholders approved the re-appointment of Dr. Sridhar
Ganesan as the Managing Director of the Company for a further period of 2 years with
effect from August 25, 2024
Mr. D Sathyanarayanan (DIN: 07650566) ceased to be an Independent
Director with effect from November 8, 2024 as he had served the maximum tenure permitted
for an Independent Director.
The shareholders had approved the appointment of Mr. R Vijayaraghavan
(holding DIN: 00026763), as an Independent Director for a term of five years w.e.f from
September 30, 2024.
b. Company Secretary and Compliance Officer
Mr. Venkatram G is the Company Secretary & Compliance Officer of
the Company.
c. Retirement by rotation
Pursuant to Section 152 (6) of the Act, 2013, Mr. C C Paarthipan (DIN:
01218784), Non-Executive Promoter Director, retires by rotation and being eligible offers
himself for re-appointment.
d. Key Managerial Personnel (KMP)
Dr. Sridhar Ganesan, Managing Director, Mr. D Muralidharan, Chief
Financial Officer and Mr. Venkatram G, Company Secretary & Compliance Officer are the
KMP?s of the Company.
13. DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have declared that they meet the criteria
of independence as provided under the Companies Act, 2013 and Listing Regulations and the
Board confirms that they fulfil the conditions specified under the Act and the Listing
Regulations and are independent of the management.
14. CRITERIA FOR APPOINTMENTOFDIRECTORSAND
REMUNERATION POLICY
The Company?s selection process of the Directors involves the
Nomination and Remuneration Committee identifying the persons of integrity who bring in a
mix of expertise in varied fields, experience and leadership qualities as per the Board
Diversity policy and also ensures positive attributes, independence, age and other
criteria as laid down under the Act, Listing Regulations or other applicable laws. Details
of Remuneration and the policy on Remuneration of Directors, Key Managerial Personnel and
Senior Management Personnel is provided as part of the Corporate Governance report and the
policy is available at https://www.caplinpoint.ne1/wp-content/
uploads/2021/07/Nomination-and-Remuneration-Policy.pdf
15. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES
AND INDIVIDUAL DIRECTORS
The Board of Directors has carried out annual performance evaluation of
its own performance, the Directors Individually, as well as the evaluation of the working
of its Committees. The manner in which the evaluation was carried out has been explained
in the Corporate Governance Report which forms part of this report.
16. BOARD COMMITTEES
The Company has formed all the statutory Committees namely, the Audit
Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility
Committee, the Stakeholders' Relationship Committee and the Risk Management Committee.
Detailed information about these Committees and relevant information
for the year under review are given in the Corporate Governance Report. There have been no
instances where the Board did not accept the recommendations of its Committees including
the Audit Committee.
17. DIRECTORS RESPONSIBILITY STATEMENT
The Directors confirm that:
a. In the preparation of the annual accounts, the applicable accounting
standards (IND AS) had been followed along with proper explanation relating to material
departures;
b. The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at March 31, 2025 and
of the profit of the Company for that period;
c. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. The Directors had prepared the annual accounts on a "going
concern" basis;
e. The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
f. The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
18. STATUTORY COMPLIANCE
The Company has implemented a comprehensive compliance tool along with
a detailed organogram that delineates and entrusts the Compliance responsibility and
accountability across various functions. The Board of Directors, while exercising
oversight over Compliance, had devolved the responsibility to ensure Compliance with
statutory requirements to the functional heads who handle the respective areas of
operations. In case of units, the unit heads serve as the persons holding the
responsibility to drive compliance with all the applicable statutory requirements
pertaining to that unit. Each of the functional heads and unit heads are required to
submit the status of Compliance to the Board on periodical basis pertaining to those
Compliances for which they are responsible. In addition to this, the Audit Committee/
Board obtains assurance of compliances through internal sources like internal compliance
audits/ verifications and external sources like Internal Audit verifications, drawing down
an action plan for remedying key non- compliances and flagging significant instances of
non- compliances for remedial action.
19. MATERIAL CHANGES AND COMMITMENTS, IF ANY
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments, affecting the financial
position of the Company, which have occurred between the end of the Financial Year to
which the financial statements relate and the date of the report.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars of conservation of energy, technology absorption, foreign
exchange earnings and outgo, as are given as Annexure - II to this Directors'
Report.
21. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has constituted CSR Committee and based on its
recommendations, the Board had formulated the CSR Policy. During the year under review,
the Company, through Caplin Point Meenakshi CSR Trust (‘CSR Trust'), had commenced
the operation of a Hospital- cum-Diagnostic centre including in-house pharmacy during May
2025, subsuming the CSR budgets for ongoing projects from the previous Financial Years.
Since Healthcare is one of the fundamental area of attention under the Company's CSR
Policy and also because the CSR budget for the earlier Financial Years included the
setting up of Healthcare Facility, the CSR Committee and the Board felt it appropriate to
focus the CSR efforts of the Company on the construction of the Hospital, which will serve
the people at the bottom of the pyramid. The land and building of the Company situated at
No. 19, Chinnapuliyur Village, Sirupuzhalpettai (Post), Gummidipoondi Taluk, Tamil Nadu -
601 201, which has been leased to the CSR Trust at a nominal cost by the company, had been
utilised by the CSR Trust for setting up and operation of the Hospital-cum-Diagnostic
centre.
Disclosure under the Companies (Corporate Social Responsibility Policy)
Rules, 2014 is annexed as Annexure - III to this report.
22. INTERNAL FINANCIAL CONTROLS
The Company has established adequate internal controls framework
comprising of policies, procedures, and mechanisms surrounding operational efficiency,
minimising risks, and supporting decisionmaking and accountability. Details in respect of
adequacy of internal financial controls concerning the financial statements are stated in
the Management Discussion and Analysis section which forms part of this Report.
23. VIGIL MECHANISM
The Company is committed to ethical conduct of business and towards
this had empowered the employees and other stakeholders to report any unethical practices
without fear of any repercussion. The details of the Whistle Blower Policy and the
mechanism are given in the Corporate Governance Report which forms part of this report.
24. AUDITORS
a. Statutory auditors
The Audit Committee and the Board at their meeting held on August 07,
2023 had recommended and the Shareholders at their 32nd AGM held on September 21, 2023 had
approved the appointment of M/s Brahmayya & Co, Chartered Accountants, (Firm
Registration No. 000511S) Chennai, as Statutory Auditors of the Company to hold office
from the conclusion of 32nd AGM till the conclusion of 37th AGM.
The Auditor?s Report for the Financial Year 2024-25 has been
issued with an unmodified opinion.
b. Secretarial auditors
M/s. Alagar and Associates LLP (formerly known as M. Alagar &
Associates) was appointed as the Secretarial Auditors of the Company for the Financial
Year March 31, 2025. The Secretarial Audit Report for the Financial Year 2024-25, given by
M/s. Alagar and Associates LLP, Company Secretaries, Chennai is attached as Annexure-
IV to this Report. The Secretarial Audit Report does not contain any qualification,
reservation or other remarks.
As required by SEBI Listing Regulations, the Secretarial Audit Report
of the Company's material subsidiary Caplin Steriles Limited is given as Annexure-IV-A to
this Report.
Pursuant to the requirements of amended SEBI Listing Regulations, the
Board of Directors, on the recommendation of the Audit Committee, have approved the
appointment of M/s. Alagar & Associates LLP, a Peer Reviewed Firm of Company
Secretaries in Practice (Firm Registration Number: L2025TN019200) as Secreta rial Auditors
of the Company, for a term of 5 (Five) consecutive years from the conclusion of ensuing
AGM till the conclusion of 39th AGM. The same is proposed for approval of the shareholders
as part of notice convening the AGM. Brief resume and other details of M/s. Alagar &
Associates LLP, Company Secretaries in Practice, are separately provided in the
explanatory statement to the notice.
M/s. Alagar & Associates LLP have given their consent to act as
Secretarial Auditors and had affirmed that their appointment (if made) would be within the
prescribed limits under the Act& Rules and SEBI Listing Regulations and that they are
not disqualified to be appointed as Secretarial Auditors.
c. Internal auditors
The Board had re-appointed M/s. TBL & Associates as Internal
Auditors, for the Financial Year 2024-25. The internal audit was completed as per the
scope defined by the Audit Committee.
25. REPORTING OF FRAUDS BY AUDITORS
The Statutory Auditors, Internal Auditors and the Secretarial Auditors
have not reported any incident of fraud to the Audit Committee during the year under
review.
26. CORPORATE GOVERNANCE
Pursuant to Regulation 34 of Listing Regulations, a Report on Corporate
Governance is given separately which forms part of this Report.
27. ANNUAL RETURN
The Annual Return in Form MGT-7 for FY 2023-24 has been on the website
of the Company and can be accessed at https://www .
caplinpoint.net/wp-content/uploads/2022/06/ANNUAL-RETURN- WEBSITE-UPLOAD.pdf
28. RISK MANAGEMENT
The Company has constituted a Risk Management Committee in compliance
with the requirements of Regulation 21 of the Listing Regulations. The details of this
Committee and its terms of reference are set out in Corporate Governance Report, which
forms part of this Report.
29. EMPLOYEE STOCK OPTION PLAN
The Company has three stock option schemes in force (i.e) Caplin Point
Employee Stock Option Plan - 2015, Caplin Point Employee Stock Option Plan - 2017 and
Caplin Point Laboratories Limited Employees Stock Option Plan - 2021. Out of the total
options granted, 3,49,886 options are outstanding as on March 31, 2025 across all the
Schemes. 4,61,696 equity shares had been allotted so far pursuant to exercise of Options.
The details as required under SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 as on March 31, 2025 is available at httPs://www.caplinpoint.
net/index.php/shareholder-information/
The Company believes that equity based compensation schemes are an
effective tool to reward the employees who contribute to the growth of the Company, to
attract new talents, to retain the key resources in the organisation and for the benefit
of the present and future employees of the Company and its subsidiaries.
30. EMPLOYEES RELATED DISCLOSURES
The statements required under Section 197 of the read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms
part of Annexure - V to this Report.
31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES
All the related party transactions are at arm's length basis and were
approved by the Audit Committee. Those transactions that are not in the normal course of
business are approved by the Board in addition to Audit Committee and, if material, are
taken to shareholders for approval.
All Related Party Transactions are placed before the Audit Committee
for review and approval. Prior omnibus approval of the Audit Committee is obtained on an
annual basis where applicable. Related Party Transactions entered pursuant to the omnibus
approval so granted are placed before the Audit Committee for its review on a quarterly
basis, specifying the nature, value and terms and conditions of the transactions. All the
Related Party Transactions have been disclosed in Note No. 44 to the Standalone Financial
Statements forming part of this Annual Report.
Particulars of transactions with related parties, in prescribed form
AOC-2 is enclosed as Annexure - VI to this Report.
The related party transaction policy and material related party
transactions have been uploaded on the website of the Company at https://www.caplinpoint.net/wp-content/uploads/2021/07/Related-
Party-Transaction-Policy.pdf
32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern status of the Company.
33. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Pursuant to the provisions of Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has put in place
a Policy on Prevention of Sexual Harassment at Workplace and Internal Complaints
Committees (ICC) has been set up to redress complaints. There were no complaints relating
to sexual harassment, pending at the beginning of Financial Year, received during the year
and pending as at the end of the Financial Year 2024-25.
34. INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, the Company has credited 67,363 unclaimed
equity shares of Rs. 2/- each to IEPF pertaining to those shareholders who have not
encashed/claimed their dividends for a period of seven consecutive years. The voting
rights on the shares outstanding in the IEPF Authority as on March 31, 2025 shall remain
frozen till the rightful owner of such shares claims the shares.
Further, the unpaid or unclaimed dividend for the Financial Year
2017-18 (final) has to be transferred to IEPF. Members, who have not yet en-cashed or
claimed the dividends that are yet to be transferred to the IEPF, are requested to refer
the Corporate Governance Report.
35. OTHER DISCLOSURES
a. There has been no change in the nature of business of the Company
during the year under review.
b. Pursuant to Section 197 (14) of the Act, 2013, the Managing Director
of the Company did not receive any remuneration or commission from any of its
subsidiaries.
c. The Company maintains cost records as per Companies (Cost Records
and Audit) Rules, 2014.
d. The Board confirms the compliance with the provisions of the
Secretarial Standards notified by the Institute of Company Secretaries of India, New
Delhi.
e. There were no applications made or any proceedings pending under the
Insolvency and Bankruptcy Code, 2016.
f. There was no instance of any one-time settlement or any requirement
of a valuation for any loan from the banks or financial institutions during the year
g. The Company has complied with the provisions of the Maternity
Benefit Act, 1961, including all applicable amendments and rules framed thereunder.
36. ACKNOWLEDGEMENT
The Board of Directors wishes to place on record its sincere
appreciation to the customers, suppliers, business partners and shareholders for their
support. The Directors would like to thank the Bankers and financial Institutions as well.
The Directors would take this opportunity to appreciate and sincerely acknowledge the
dedication and hard work of the employees for the growth of the Company.
Place: Chennai |
For and on behalf of the
Board of Directors |
Date: August 07, 2025 |
C C Paarthipan |
|
Chairman |
|