The Directors present this 15th Annual Report of Captain Technocast Limited (the Company) along with the audited financialstatements for the financial year ended March 31, 2025.
The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re¬enactments) thereof, for time being in force) ("Act") and the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report covers the financial results and otherdevelopments during the financial year ended on 31st March, 2025, in respect of Captain Technocast Limited.
1.1 The financial performance of the Company for the financial year ended 31st March, 2025 is summarized below
Particulars
CONSOLIDATED
STANDALONE
Year Endedon
31.03.2025
31.03.2024
Year EndedOn
Revenue from operations
9215.62
6422.91
8156.64
6266.98
Other Income
135.93
90.52
126.74
89.38
Total Revenue
9351.55
6513.43
8283.38
6356.36
Operating and Administrative expenses
8044.75
5782.04
7042.98
5627.84
Operating Profit before finance costs, Depreciation andTax
1306.8
731.39
1240.40
728.52
Less: Depreciation and Amortization expenses
129.68
129.45
128.28
129.43
Profit before finance costs, exceptional items, tax andDeff tax adjustable in/(recoverable from) future tariff
1177.12
601.94
1112.12
599.09
Less: Finance Costs
87.26
111.79
82.76
Less: Exceptional Item
0
Profit Before Tax (PBT)
1089.86
490.15
1029.36
487.30
Provision for Tax (Including Deferred Tax)
269.54
261.28
116.99
Profit after Tax
839.62
385.30
768.08
370.31
Other Comprehensive Income
-35.03
-0.70
Total Comprehensive Income for the year
804.59
384.60
Profit available for appropriation
During the Financial Year (FY) 2024-25, the Company has achieved operating income of Rs. 8283.38 Lakhs as comparedto Rs. 6356.36 Lakhs in FY 2023-24. The profit before tax for FY 2024-25 stood at Rs. 1029.36 Lakhs compared to Rs.487.30Lakhs achieved in FY 2023-24. The profit after tax stood at Rs. 768.08 Lakhs for FY 2024-25 as compared to Rs.370.31 Lakhs for the previous year.
The Company's consolidated revenue for FY 2024-25 was Rs. 9351.55 Lakhs as compared to Rs. 6513.43 Lakhs for theprevious year. During the year under review, the consolidated profit after tax stood at Rs. 839.62 Lakhs as compared toRs. 385.30 Lakhs for the previous year.
Disclosure pertaining to statement on deviation or variation in connection with preferential issue of warrants convertible intoequity has been done as per LODR. There is no deviation or variation in utilisation of issue proceed during the year underreview.
During the financial year under review no shares were bought back by the Company.
There are no shares in the demat suspense account or unclaimed suspense account during the year.
The Company does not have any Employee Stock Option Scheme (ESOP).
Continuous effort is put in to improve the working environment with a focus on employee well-being and capability buildingenabling them to perform their best for the Company. We provide robust leadership development efforts to home employeeskills and help keep the Company ahead of the curve. People are our real strength and therefore while pursuing best-in-classperformance; the Company is significantly increasing its investment in its employees with training and development. TheCompany invests in training and knowledge.
In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and Investor Education and ProtectionFund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends of a company which remain unpaid orunclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by thecompany to the Investor Education and Protection Fund ("IEPF").
In terms of the foregoing provisions of the Companies Act, 2013, there is no dividend which remains outstanding or remain tobe paid and require to be transferred to the IEPF by the Company during the year under review.
During the year under review, the Company has altered/modified its authorised share capital and has issued warrantsconvertible into equity shares on preferential basis as under. The Company has not issued any sweat equity shares to itsdirectors or employees. Following are the changes in share capital during the year -
a. Alteration of capital clause of memorandum of association of the company
The existing Clause V of the memorandum of association of the Company is substituted by the following:
"V. The Authorised Share Capital of the Company is 13,00,00,000 (Rupees Thirteen Crore) divided into1,30,00,000 (One Crore Thirty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each"
b. Issue of upto 14,00,000 (Fourteen lakhs) warrants each convertible into, or exchangeable for, one equity share ofthe company within the period of 18 (eighteen months) in accordance with the applicable law to the identifiednon-promoter
c. In accordance with the provisions of ICDR Regulations, the Board of Directors of Company
in its meeting held on August, 15 2024, allotted on preferential basis 14,00,000 convertible Warrants at an issueprice of Rs. 60/- per warrant in terms of the special resolution passed by the shareholders of the Company at theEGM held on 18th JULY, 2024 . 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 tonon promoter group from whom upfront payment of 25 % of issue price of convertible warrants is received.
d. the warrant holder has applied for conversion of 14,00,000 warrant into equal number equity shares of thecompany and the warrants were converted into equity shares by board in their meeting held on 6th January, 2025upon receipt of 75% amount i.e. warrant conversion price. Listing and trading approval for these 14,00,000equity shares were taken in time and all the regulatory formalities were complied with .
The existing Clause V of the memorandum of association of the Company is substituted by thefollowing: "The Authorised Share Capital of the Company is Rs. 35,00,00,000 (Rupees Thirty Five Crore) dividedinto 3,50,00,000 (Three Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each"
f. Board of Directors of the Company in its meeting held on Tuesday, 18th March, 2025 has considered Issue of 1(One) Bonus Shares for every 1 (One) Equity Shares held by the Equity Shareholders of the Company The BonusIssue of Equity Shares is subject to the approval of the shareholders.
The Paid-up Share Capital of the Company as on 31st March, 2025 is Rs. 23,22,01,000/- divided into 23,22,01,00 EquityShares of Rs. 10/- each fully paid up.
During the year under review, the Company has not issued shares with differential voting rights. As on March 31, 2025, noneof the Directors of the Company holds instruments convertible into equity shares of the Company.
The Company has transferred amount of the surplus of P & L account for the financial year ended 31st March, 2025.
Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Securities andExchange Board of India (Listing Obligation and Disclosure Requirements) Regulations 2015 (LODR Regulation) read withSchedule V thereto, is forms part of this Annual Report as ANNEXURE-1
The Company has been complying with the principles of good Corporate Governance over the years and is committed to thehighest standards of compliance. Pursuant to Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2018 a report on Corporate Governance, forms an integral part of this Annual Report. As a good CorporateGovernance Practice the Company has generally complied with the Corporate Governance requirements and a report onCorporate Governance is annexed and forms part of this Report as ANNEXURE 2.
Till f.y. 2023-24, the Company is not required to form Corporate Social Responsibility Committee pursuant to the provisionsof Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014. From thefinancial result of company for f.y. 2024-25,company is required to form CSR Committee and expend the amount for CSR .
There are no material changes and commitments affecting the financial position of the Company which have occurredbetween the end of the financial year ended 31st March, 2025 to which the Financial Statements relates and the date ofsigning of this report.
Pursuant to Regulation 212(5) of SEBI (LODR) Regulations, 2015, the company does not fall under list of Top 1000 companiesand thus the company is not required to frame Risk Management Policy mandatorily.
The Company has a well-defined risk management framework in place. The Company has established procedures toperiodically place before the Audit Committee and the Board, the risk assessment and minimization procedures beingfollowed by the Company and steps taken by it to mitigate these risks.
The Company has formulated a comprehensive Whistle Blower Policy in compliance with the provisions of Section 177(9) and177(10) of The Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2018 with a will to enable the stakeholders, including directors, individual employees to freely communicatetheir concerns about illegal or unethical practices and to report genuine concerns to the Audit Committee of the Company.Pursuant to the Listing Agreement read with Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with thecorporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, Dand E of Schedule V Company is exempted for upload whistle blower policy on company's website and give a link in directorreport.
The Company has in place a policy on prevention, prohibition and redressal of Sexual Harassment at workplace in line withthe requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. TheInternal Complaints Committee has been setup to redress the complaints received on the sexual harassment. All employeesof the Company are covered under this policy. No complaints on sexual harassment were received during the year 2024-25.
During Financial Year 2024-25, all contracts/arrangements/transactions entered into by the Company with related partiesunder Section 188(1) of the Act were in the ordinary course of business and on an arm's length basis. The Company hasentered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of theCompanies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.
There were materially significant Related Party Transactions made by the Company during the year that would have requiredshareholders' approval under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 and approval istaken in EGM dated 18.07.2024.
The Related Party Transactions were placed before the Audit Committee for prior approval, as required under the CompaniesAct, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018. A statement of all Related PartyTransactions was placed before the Audit Committee for its review on a quarterly basis, specifying the nature and value ofthe transactions.
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 and incompliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018, is annexed to this report asANNEXURE-3.
Pursuant to Section 186 of the Companies Act, 2013, disclosure on particulars relating to loans, advances, guarantees andinvestments are provided as part of the financial statements to the Members of CAPTAIN TECHNOCAST LIMITED of even dateof Standalone Financial Statements.
There was no application made or any proceeding pending under The Insolvency & Bankruptcy Code, 2016 against/by thecompany during the period under review.
20. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT ANDTHE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONSTHEREOF DURING THE FINANCIAL YEAR:
There was no valuation done in the company as there is no such incidents of one-time settlement.
There were no significant / material orders passed by the regulators or courts or tribunals during the financial year underreview, impacting the going concern status and Company's operations in future.
Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 the Annual Return of the Company prepared inaccordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management andAdministration) Rules, 2014 (as amended), is placed on the website of the Company and is accessible at the web-linkhttps://www.captaintechnocast.com/annual-returns.html
During the year under review, the requirement of credit rating of securities of company was not applicable and hence nocredit rating has been undertaken.
The Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Companies Act, 2013 readwith the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review and as such, no amount onaccount of principal or interest on deposits from public was outstanding as on 31st March, 2025.
i. During the year under review, Captain Castech Limited, Subsidiary has posted a NIL turnover. The profit for the yearamounted NIL.
ii. Captain Castech Limited was not a material subsidiary of the Company.
i On 14th JULY,2023 company has incorporated its subsidiary viz. X2 VALVES PVT LTD with 70% capital investment in it.
X2 VALVES PVT LTD was not a material subsidiary of the Company.
i. During the year under review, Captain Metcast Private Limited, Associate Company has posted a turnover of Rs.21355.13/- Thousands as against Rs. 14625.32/- Thousands in F.Y. 2023-24. The profit for the year amounted toRS.964.90 /- Thousand increased from Loss of Rs. 632.98/- Thousand in F.Y. 2023-24.
Captain Metcast Private Limited which is an associate Company in which your Company is holding 20% of equity sharesachieved a turnover of Rs. 213551320/- as against Rs. 14625327/- in F.Y. 2023-24. The Profit for the year was RS.9649070/-against Rs. 6329800/- Thousand in F.Y. 2023-24.
Captain Castech Limited which is a subsidiary Company in which your Company is holding 70% of equity shares achieved aturnover of NIL in FY 2024-25 as against the NIL in FY 2023-24. The Profit for the year was NIL as against profit of NIL in FY
X2 Valves Pvt Ltd which is a subsidiary Company in which your Company is holding 70% of equity shares achieved a turnoverof Rs.105898020/- in FY 2024-25. The Profit for the year was Rs.5003850/- in FY 2024-25.
Pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, astatement containing salient features of the financial statements of the Company's Subsidiaries and Associate Company inForm No. AOC-1 is annexed to this report as ANNEXURE-4.
During the year under review, there has been no change in the Company's nature of business.
The Board of the Company is duly constituted. None of the directors of the Company is disqualified under the provisions ofthe Companies Act, 2013 or the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018.
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. MR. SHAILESHKARSHANBHAI BHUT (DIN: 03324485), Director, retires by rotation and being eligible, offers himself for reappointment atthe ensuing AGM. His appointment is placed for approval of the members and forms part of the notice of the 14th AGM. Theinformation about the Director seeking his reappointment as per Para 1.2.5 of Secretarial Standards on General Meetings andRegulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 has been given in the noticeconvening the 15th AGM.
Pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company:
i. Mr. Anilbhai Vasantbhai Bhalu, Managing Director;
ii. Mr. Shailesh Karshanbhai Bhut, Whole Time Director;
ii. Mr. Prashant Bhupatbhai Bhatti, Chief Financial Officer;
iii. Mr. NISHANTGIRI GOSWAMI Company secretary has RESIGNED FROM POST OF CS w.e.f 31.03.2025
iv. Ms. Brinda Paras Mehta, Company Secretary and Compliance Officer.(appointed w.e.f 01.04.2025)
The remuneration and other details of these Key Managerial Personnel for Financial Year 2024-25 are provided in the AnnualReturn which is available on the website of the Company.
As per the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2018, the following committees were constituted.
ii. Nomination and Remuneration Committee:
iii. Stakeholders Relationship Committee:
Internal Financial Controls and their Adequacy
In terms of Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control means the policies andprocedures adopted by a company for ensuring orderly and efficient conduct of its business, including adherence tocompany's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness ofthe accounting records, and timely preparation of reliable financial information.
Internal Control over Financial Reporting (ICFR) remains an important component to foster confidence in a company'sfinancial reporting, and ultimately, streamlining the process to adopt best practices. The Company through Internal AuditProgram is regularly conducting test of effectiveness of various controls. The ineffective and unsatisfactory controls arereviewed and remedial actions are taken immediately. The internal audit plan is also aligned to the business objectives of theCompany which is reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the adequacyand effectiveness of the Company's internal control framework.
Adequate internal financial controls are in place which ensures the reliability of financial and operational information. Theregulatory and statutory compliances are also ensured.
The Company has Internal Control Systems, commensurate with the size, scale and complexity of its operations. The InternalAuditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, accountingprocedures and policies within the Company. Based on the report of internal audit function, process owners undertakecorrective action in respective areas and thereby strengthen the controls. Significant observations and corrective actionsthereon are presented to the Audit Committee from time to time.
The Shareholders at their meeting held on 30th September, 2023 had appointed M/S J C Ranpura & Co., CharteredAccountants (having Firm Registration Number is 108647W), Star Avenue, First Floor, Dr. Radha krishna Road, Opp. RajkumarCollege, Rajkot -380001, as the Statutory Auditors of the Company for a period of 5 years from the conclusion of the 13thAGM (2023) till the conclusion of 18th AGM (2028).
There are no qualifications, reservations or adverse remarks made by M/S J C Ranpura & Co, Statutory Auditors (having FirmRegistration Number is 108647W), in their report for the financial year ended 31st March, 2025.
The directors have pleasure in attaching the consolidated financial statements pursuant to section 129(3) of the CompaniesAct, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time andprepared in accordance with the Accounting Principles generally accepted in India.
In accordance with the Section 129(3) of the Companies Act, 2013, the audited consolidated financial statements areprovided in this Annual Report.
CA PARIN PATEL , Rajkot, who are the Internal Auditors have carried out internal audit for the financial year 2024-25. Theirreports were reviewed by the Audit Committee.
During the Financial Year 2024-25, your Company is not required to maintain cost records under Companies (Cost Recordsand Audit) Rules, 2014.
Pursuant to the Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, the Board of Directors had appointed M/S KISHOR DUDHATRA, Company Secretaries,Ahmedabad as the Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for the FY 2024¬25. The Secretarial Audit Report in form MR-3 is annexed of the Directors' Report as ANNEXURE-5. The report does containany qualification, reservation, adverse remark or disclaimer.
Being SME listed company Annual Secretarial Compliance Report under regulation 24A of SEBI (Listing Obligation andDisclosure Requirement) Regulation, 2015 ("SEBI LODR") read with SEBI Circular dated February 08, 2019 numberCIR/CFD/CMDI/27/2019, is not applicable to the Company.
During the year under review, the Statutory Auditors, Internal Auditors, and Secretarial Auditors have not reported anyinstance of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) ofthe Companies Act, 2013 and the rules made thereunder.
During the Financial Year 2024-25, the Board of Directors met Thirteen times and the details of the meetings of the Boardand its Committees are given in the Corporate Governance Report (ANNEXURE 2).
The gap intervening between two meetings was within the time prescribed under the Companies Act, 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations, 2018. Details of attendance of meetings of Committees and theAnnual General Meeting are included in the Report on Corporate Governance, which forms part of this Annual Report.
In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2018, The independent directors of the listed entity shall hold at least onemeeting in a financial year, without the presence of non- independent directors and members of the management and allthe independent directors shall strive to be present at such meeting.
During the financial year under review, the Independent Directors of the Company met on 29.03.2025 inter-alia, to discuss:
i) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.
ii) Evaluation of performance of the Chairman of the Company, taking into view of Executive and Non-ExecutiveDirectors.
iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that isnecessary for the Board to effectively and reasonably perform its duties.
The Company has received declarations from each Independent Director of the Company under Section 149(7) of theCompanies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 asamended from time to time confirming compliance with the criteria of independence as stipulated under Section 149(6) ofthe Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2018 as amended from time to time and there has been no change in the circumstances which may affect their status asIndependent Directors during the year 2024-25.
All Independent Directors of the Company have affirmed compliance with the Schedule IV of the Companies Act, 2013 andCompany's Code of Conduct for Directors and Employees for the Financial Year 2024-25.
All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs('IICA') towards the inclusion of their names in the data bank maintained with it and they have /have not appeared/exempted for proficiency self-assessment test during the period under review.
None of the Independent / Non- Executive Directors have any pecuniary relationship or transactions with the Company whichin the Judgment of the Board may affect the independence of the Directors.
The Familiarization program aims to provide insight to the Independent Directors to understand the business of theCompany. Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities.
All the Directors of the Company are updated as and when required, of their role, rights, responsibilities under applicableprovisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 asamended from time to time, Secretarial Standards; nature of industry in which the Company operates, business model of theCompany, etc. The Company holds Board and the Committee Meetings from time to time. The Board of Directors hascomplete access to the information within the Company. The Independent Directors have the freedom to interact with theCompany's management. Directors are also informed of the various developments in the Company through various modes ofcommunications. All efforts are made to ensure that the Directors are fully aware of the current state of affairs of theCompany and the industry in which it operates.
The details of the familiarization programme undertaken have been uploaded on the Company's website: NA as thecompany is listed on SME platform .
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individualdirectors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2018 as amended from time to time.
The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteriasuch as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on thebasis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Boardof India. In a separate meeting of independent directors, performance of non-independent directors, the Board as a wholeand Chairman of the Company was evaluated, taking into account the views of executive directors and non-executivedirectors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basisof criteria such as the contribution of the individual director to the board and committee meetings like preparedness on theissues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
At the board meeting that followed the meeting of the independent directors and meeting of Nomination and RemunerationCommittee, the performance of the Board, its Committees, and individual directors was also discussed. Performanceevaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.
The Company has on the recommendation of the Nomination & Remuneration Committee framed and adopted aNomination and Remuneration Policy in terms of the Section 178 of the Companies Act, 2013. The policy, inter alia lays downthe principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel andsenior management personnel of the Company.
The policy on The Nomination & remuneration Policy of the Company and other matters provided in Section 178(3) of theCompanies Act, 2013 has been annexed as ANNEXURE 6.
The Nomination & Remuneration Policy of the Company is on the website of the Company: NA as the company is listed onSME platform.
The details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 are given in ANNEXURE-6 of this Report.
The information required under Section 197(12) of Companies Act, 2013 read with Rule 5(2) and (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, including amendment thereto, is provided in theANNEXURE-6 forming part of the Report.
The information pertaining to details of conservation of energy, technology absorption, foreign exchange earnings and outgoas required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies Accounts Rules, 2014 areas follows:
As required by Rule 8 to Companies (Account Rules, 2014),
- Company ensures that the manufacturing is conducted in the manner where by optimum utilization andmaximum possible savings of energy is achieved.
- No specific investments have been made for reduction in energy consumption.
Company's products are manufactured by using in house/domestic know how and no outside Technology is being used formanufacturing activities. Therefore no technology absorption is required. Further, the company has not incurred anyexpenses towards Research & Development.
The Company has not imported any raw materials, spare parts and components during the financial year and company hasearned 3309.64 LACS as a earning in foreign exchange (Export of goods calculated on FOB basis) and there was no foreignexchange outgo during the under review.
The Directors' Responsibility Statement referred to in Section 134 (3) (c) of the Companies Act, 2013 shall state that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along withproper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Companyat the end of the financial year and profit of the Company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and forpreventing 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 systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.
The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings(SS-2) issued by the Institute of Company Secretaries of India.
In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, asamended (PIT Regulations), the Company has adopted the revised "Code of Conduct to Regulate, Monitor and Report Tradingby Insiders" ("the Code"). The Code is applicable to all Directors, Designated persons and connected Persons and theirimmediate relatives, who have access to unpublished price sensitive information relating to the Company.
The Company has also formulated a 'Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation (UPSI)' in compliance with the PIT Regulations.
The aforesaid Codes are posted on the Company's website and can be accessed by using web link at:https://www.captaintechnocast.com/insider-trading-policy.html
In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standardsof integrity and are highly qualified, recognized and respected individuals in their respective fields. It's an optimum mix ofexpertise (including financial expertise), leadership and professionalism.
As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 asamended from time to time, the Managing Director and CFO of the Company have certified the accuracy of the FinancialStatements and adequacy of Internal Control Systems for financial reporting for the year ended 31st March, 2025. Thecertificate is annexed in ANNEXURE-7.
The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices acrossthe Company. This Code is reviewed on an annual basis and the latest Code is available on the website of the Company atweb link https://www.captaintechnocast.com/code-of-conduct.html
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time, aconfirmation from the Managing Director regarding compliance with the Code by all the Directors and senior management ofthe Company is annexed in ANNEXURE-8.
The Annual Report including those which relate to the Directors' Report, Management Discussion and Analysis Report maycontain certain statements on the Company's intent expectations or forecasts that appear to be forward-looking within themeaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressedherein. The Company bears no obligations to update any such forward looking statement. Some of the factors that couldaffect the Company's performance could be the demand and supply for Company's product and services, changes inGovernment regulations, tax laws, forex volatility etc.
The Directors take this opportunity to thank the shareholders, bankers and the financial institutions for their cooperation andsupport to the operations and look forward for their continued support in future. The Directors also thank all the customers,vendor partners, also mention government and government authorities and other business associates for their continuedsupport during the year. The Directors place on record their appreciation for the hard work put in by all employees of theCompany.
DIN: 03159038 DIN: 03324485
PLOT NO. 4, N.H.8-B,
RAJKOT-360024