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Directors Report of Kaira Can Company Ltd.

Mar 31, 2015

To the Members,

The Directors present the Fifty Second Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

1. FINANCIAL RESULTS 31st March, 2015 31st March, 2014 (Rupees) (Rupees)

Total Revenue from operations (including Excise) 1,59,60,25,733 1,33,24,98,936

Total Revenue from operations (excluding Excise) 1,45,58,34,967 1,21,20,92,425

Other Income 90,83,026 2,86,72,132

Total Revenue 1,46,49,17,993 1,24,07,64,557

Profit before depreciation and tax 10,64,15,147 10,32,91,726

Less : Depreciation 4,64,68,194 2,13,84,632

Profit before tax 5,99,46,953 8,19,07,094

Less : Provision for current tax 1,23,84,000 1,00,00,000

Provision for deferred tax 1,02,18,100 1,44,68,190

Net profit for the year amounts to 3,73,44,853 5,74,38,904

Excess/(Short) provisions for taxes in respect of previous year - (30,82,056)

Balance brought forward from previous year 25,44,91,433 21,55,28,833

The disposable profit for the year amounts to which the Directors 29,18,36,286 26,98,85,681 have decided to appropriate as follows:-

(a) Proposed Dividend 46,10,665 46,10,665

(b) Tax on Proposed Dividend 9,38,732 7,83,583

(c) General Reserve 1,00,00,000 1,00,00,000

Leaving the surplus in Profit and Loss Account 27,62,86,889 25,44,91,433



2. DIVIDEND AND RESERVE

The Directors recommend payment of the following dividend for the year ended 31st March, 2015, which, if approved by the members at the Annual General Meeting to be held on Wednesday, 12th August, 2015, will be paid to those members of the Company who hold Equity Shares in physical form and whose names stand on the Register of Members of the Company as on 6th August, 2015 and to those members who hold their Equity Shares in Demat form and whose names appear on the list of members provided by NSDL/CDSL for that purpose.

A dividend of 50% i.e. Rs.5/- per Equity Share of Rs.10/- each on 9,22,133 Equity Shares of Rs.10/- each aggregating to Rs.46,10,665/-.

The Company has proposed to transfer an amount of Rs. 1,00,00,000/- to the General Reserves. An amount of Rs.27,62,86,889/- is proposed to be retained in the Statement of Profit and Loss

3. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, the unclaimed dividend relating to the financial year ended 31st March, 2008 declared on 18th September, 2008 is due for remittance on 24th October, 2015 to Investor Education and Protection Fund established by the Central Government.

4. SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March, 2015 is Rs.92,21,330/- comprises 922133 shares of Rs.10/- each. During the year under review, the Company has not issued any Shares on Right basis and bonus to the shareholders.

5. REVIEW OF OPERATIONS

Your Company has achieved a total sales turnover of Rs.15,960 lakhs for the year ended 31st March, 2015 as compared to Rs.13,225 lakhs for the previous year - a growth of 21%. The profitability has also shown an improved trend as compared to previous year.

During the year under review, the Company has achieved a sales turnover of Rs.14,661 lakhs of metal cans and its components as compared to Rs.12,275 lakhs in the previous year, thereby registering a growth of 21%. This growth has been achieved mainly due to good mango season leading to better realisation and increase in the dairy demand from Gujarat dairies. The Company has executed export orders worth Rs.901 lakhs of metal cans and its components during the year under review as compared to Rs.589 lakhs in the previous year. This increase in export sales is mainly due to reasonably good demand from Middle East countries.

The Sugar Cone Division has achieved a sales turnover of Rs.1,300 lakhs as compared to Rs.950 lakhs in the previous year - a growth of 37%. This increase in sales turnover of Sugar Cone is due to expansion of production capacity and increase in overall ice-cream demand. As mentioned in the last year's report, the additional third equipment was successfully installed at its Vithal Udyog Nagar Unit, Kheda District and the commercial production was started in the first quarter of the Accounting Year 2014-15. With the installation of the third machine, the production capacity of Sugar Cone Division has become 1500 lakhs of cones per annum.

The mango season for the current year is somewhat affected due to unseasonal climatic condition, mainly in Western parts of India i.e., Gujarat Region and Konkan Region of Maharashtra.

However, the Company is hopeful of overall better performance during the current year.

6. DOMESTIC MARKET AND EXPORTS

The Company is one of the leading and established Company in tin packaging industry in India. The Company is doing aggressive marketing efforts and focusing on quality and uninterrupted supply throughout the year to dairy and food proccessing industries.

Further, the Company has successfully established its presence in export market in Middle East countries. The Directors are positive of the future growth in international market.

(a) Total Foreign Exchange Earned.

Product exports including deemed exports Rs. 987 lakhs

(b) Total Foreign Exchange Used.

Import of tinplate (main raw material), Stores & Spares, Capital Goods etc. Rs. 5,453 lakhs

7. FINANCIAL AND ACCOUNT STATEMENTS

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended 31st March, 2015.

There is no audit qualification in the financial statements by the statutory auditors for the year under review.

8. RATING

The Company has been assigned by ICRA Limited a rating of ICRA BBB for Long term facilities and ICRA A3 Plus for short term facilities.

9. SUBSIDIARIES

Your Company does not have any subsidiary company.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are given in the notes to financial statements.

11. DISCLOSURES UNDER THE COMPANIES ACT, 2013

i) Extract of Annual Return:

Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is annexed as Annexure I.

ii) Number of Board Meetings:

The Board of Directors met four times during the year 2014-15. The details of the board meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, appearing as a separate section in this Annual report.

iii) Composition of Audit Committee

Kaira Can Company Limited has an Audit Committee that currently comprises of three Independent Directors and one Non-Executive Director. The Chairman of the Audit Committee is an Independent Director. The Independent Directors are accomplished professionals from the corporate fields. The Managing Dierctor, Executive Director & CFO and GM (Finance and Accounts) of the Company attend the meetings on invitation. The Company Secretary is the Secretary of the Committee.

During the year ended March 31, 2015 the Committee met four times. The attendance of the members at the meetings is stated below:

Name of Member Status No. of Meetings attended

Shri Kirat M Patel Chairman 4

Shri Shishir K Diwanji Member 4

Smt Amita V Parekh Member 2

Shri Utsav R. Kapadia Member 4

The other details of the Audit Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

iv) 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 theordinary course of business. There are no materially significant related party transactions made by the Company with Promoters,Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of theCompany at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approvalof the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. Thetransactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all relatedparty transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www.kairacan.com.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, form AOC-2 is not applicable to the Company.

12. MANAGEMENT OF RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES.

Whistle Blower Policy/ Vigil mechanism

In compliance with the requirement of the Companies Act, 2013 and Listing Agreement guidelines, the Company has established a Whistle Blower Policy /Vigil mechanism Policy and the same is placed on the website of the Company at www.kairacan.com.

The employees of the company are made aware of the said Policy at the time of joining the Company.

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the mandate provided to the internal Auditors. The Internal Audit is entrusted to M/s. Kiran Patel & Co., Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisals of risks and business processes, besides benchmarking controls with best practices in the industry. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee of the Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

14. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all applicable environmental laws and labour laws. The Company has been taking all the necessary measures to protect the environment and maximise worker protection and safety. The Company's policy require conduct of operation in such a manner so as to ensure safety of all concerned, compliance of environmental regulations and preservation of natural resources.

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) 2013 and the rules made thereunder, the Company has constituted Internal Complaints Committee. During the year under review there were no complaints referred to the Committee.

The Company is having status of ISO - 9001-2008 certification, which is internationally recognised for the production, quality control and other qualities. The scope of the certificate is for management system which is in line with the standards of the manufacturing and supply of metal cans and components.

15. EMPLOYEES' STOCK OPTION PLAN

Your Company has not provided to any employee stock options.

16. DIRECTORS

The Board consists of Executive and Non-Executive Directors, including Independent Directors, who have wide and varied experience in different discipline of corporate functioning. During the year under review, nominee of the Gujarat Co-operative Milk Marketing Federation Ltd (GCMMF) Shri. R. S.Sodhi and Shri. Jayen Mehta have resigned from the board with effect from 20th December, 2014. The Board of Directors placed on record the appreciation for the valuable services and guidance rendered by them in their capacity as Directors of the Company.

Gujarat Co-operative Milk Marketing Federation Ltd (GCMMF) have appointed Shri.Kishorsinh M. Jhala and Shri. Pavan Kumar Singh as Nominee Directors of GCMMF. with effect from 20th December, 2014. They are appointed as Additional Directors on the Board upto the ensuing Annual General Meeting. The Company has received notice in writing from a member, signifying their candidature for the office of Directors of the Company. The Board recommend approval for their appointment.

The Company has received a notice from a shareholder, proposing the name of Shri. Laxman Deepak Vaidya to be appointed as an Independent Director at the ensuing Annual General Meeting. Shri. Laxman Deepak Vaidya has more than 15 years rich experience in the field of finance.

In accordance with the provisions of the Companies Act, 2013 and the Companies Articles of Association, Shri. Premal N. Kapadia, retires by rotation and being eligible offers himself for re-election.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director under the provisions of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement. The Board confirms that the said Independent Directors meet the criteria as laid down under the Companies Act, 2013 as well as the Clause 49 of the Listing Agreement.

Your Directors proposed to appoint Shri. Laxman Deepak Vaidya as an Independent Director of the Company to hold the office of Directors for five years from the date of this Annual General Meeting.

18. EVALUTION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act, 2013, and Clause 49 of the Listing Agreement, the performance evaluation of the Board as a whole and of the Individual Directors was carried out during the year under review. With the help of a structured questionnaire which was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Individual Directors including the Chairman of the Board, on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The Directors expressed satisfaction with the evaluation process.

19. KEY MANAGERIAL PERSONNEL

During the year under review, the following are the Key Managerial Personnel of the Company :

Sr. Name of the Key Managerial Personnel Designation No

1 Shri. Ashok B. Kulkarni Managing Director

2 Shri. K. Jagannathan Executive Director & Chief Financial Officer

3 Shri. Hiten P. Vanjara Company Secretary

20. PARTICULARS OF THE MANAGERIAL REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

21. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy is explained in the Corporate Governance Report.

22. STATUTORY AUDIT

The Auditors M/s. Kalyaniwalla and Mistry, Chartered Accountants, who are statutory auditors of the Company hold office upto the ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Kalyaniwalla and Mistry that their appointment, if made, would be in conformity with the limits specified in the said Section.

23. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Messrs V. Sundaram & Co., a firm of Company Secretaries in Practice (C.PNo.3373) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included in the Directors' Report and forms an integral part of this Report and is annexed as Annexure II.

24. COST AUDIT

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to Can Division.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s PD. Modh & Associates as Cost Auditor to audit the cost accounts of the Company for the financial year 2015-16 As required under the Companies Act, 2013, a resolution seeking member's approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General meeting.

25. BUSINESS RISK MANAGEMENT

Pursuant to Clause 49 of the Listing Agreement, the Company has laid down a framework to inform the Board about the particulars of risk assessment and minimisation procedures. These procedures are reviewed by the Board annually to ensure that executive management controls risk through the mechanism of a properly defined framework.

The Company has a robust Business Risk Management framework to identify, evaluate, access business risks and their impact thereupon. The key business risk elements identified by the Company and bifurcated under different Heads are as under:

I. Operations : This head includes risk elements such as non-availability of labour, labour unrest, non- availability of power, non-availability of water, breakdown, non-availability of competent personnel, pollution control, legal compliance, safety, logistics / transport, machinery spares and equipment issues, etc.

II. Raw Materials : This head covers cost of raw materials, non-availability of raw materials, etc.

III. Financial : This head covers risk elements such as dwindling financial ratios, foreign exchnage fluctuations, drop in credit rating, investor relations, fraud, inadequate insurance, etc.

IV. Market : This head includes risk elements such as price of finished products, demand supply mismatch, substitute products, bad debts, service / product complaints, brand image, etc.

26. INSURANCE

The Assets of the Company are adequately insured against the loss of fire, riots, earthquake, etc. and other risks which considered necessary by the Management.

27. DEPOSITS

As per the Companies Act, 2013, your Company is not falling under eligible company for accepting deposits from the public. Accordingly, the Company has discontinued its Fixed Deposit Scheme since 31st March, 2014. However, the Company is eligible to accept fixed deposits within the prescribed limits from the members.

The Company has been assigned a rating of MA- (MA minus) by ICRA Ltd for its Fixed Deposit scheme, for the members.

28. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(C), the Board confirm and submit the Directors' Responsibility Statement :-

a) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith 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 at the end of the financial year and of the profit and loss 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 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, in the case of a listed company, 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.

29. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the year under review, relations between the employees and the management remained satisfactory at all the units of the Company. The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

The Company is committed to nurturing, enhancing and retaining top talent through learning and organizational development as a part of human resource development function.

None of the employee is drawing salary in excess of the limits prescribed by the Companies Act, 2013 and rules made thereunder, which needs to be disclosed in the Directors' Report.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations.

31. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Your Company is committed to good Corporate Governance practices and following to the guidelines prescribed by the SEBI and BSE Ltd from time to time. As per Clause 49 of the Listing Agreement with the Stock Exchange, the Company has implemented various provisions relating to Corporate Governance, a separate section on corporate governance practices, followed by the Company, and Management discussion and analysis together with a certificate from the Company Secretary in practice confirming compliances, is set out in the Annexure forming part of this Report.

32. CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to discharging its social responsibility as a good corporate citizen.

The Company has identified initiative to promote preventive health care by joining hands with Jivan Jyoti Trust which runs Kalikund Parshwanath General Hospital, Dholka, near Anand and Kanjari in Gujarat. The Board provide a brief outline of the company's CSR policy including the statement of intent reflecting the ethos of the company, broad areas of CSR interest and an overview of activities proposed to be undertaken. The CSR policy has been hosted on the website of the Company.

The CSR Committee consists of the following members :

Name of the Member Designation

Shri. Premal N. Kapadia Chairman of the Committee

Shri. Shishir K. Diwanji Member

Shri. K. Jagannathan Member

The Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is included in the Directors' Report and forms an integral part of this Report and is annexed as Annexure III.

33. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS

Energy Conservation continued to be priority area for the Company for effective control on electricity and fuel consumption at all the Units. During the year, further cost savings have been achieved as all the Units of the Company have now switched over with Natural Gas.

The expansion and modernisation programme undertaken by the Company at its Kanjari Plant and Vithal Udyog Nagar Unit, Kheda District has been completed in time. The Company continues its efforts in upgradation of systems and equipment, with a view to improving the quality of the products, minimising manufacturing wastages, cost reduction in terms of better productivity and customer satisfaction through better product performance.

34. ACKNOWLEDGEMENT

Your Directors express their appreciation for the assistance and co-operation received from the Gujarat Co- operative Milk Marketing Federation Limited, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.

On behalf of the Board of Directors

Place : Mumbai SHISHIR K. DIWANJI Dated : 26th May, 2015 CHAIRMAN (DIN: 00087529)






Mar 31, 2014

TO THE MEMBERS,

The Directors present the Fifty First Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

31st March, 2014 31st March, 2013 (Rupees) (Rupees) profit from Manufacturing Operations & Job work 8,19,07,094 6,34,57,745 profit on sale of Investments in Subsidiary Company -- 19,50,50,000 profit before tax 8,19,07,094 25,85,07,745 Less : Provision for current tax 1,00,00,000 5,76,00,000 Provision for deferred tax 1,44,68,190 14,92,000 Net profit for the year amounts to 5,74,38,905 19,94,15,745 Excess/(Short) provisions for taxes in respect of previous year (30,82,056) (29,80,404) Balance brought forward from previous year 21,55,28,833 5,44,87,740 The disposable profit for the year amounts to which the Directors 26,98,85,681 25,09,23,081 have decided to appropriate as follows:-

(a) Proposed Dividend 46,10,665 46,10,665 (b) Tax on Proposed Dividend 7,83,583 7,83,583 (c) General Reserve 1,00,00,000 3,00,00,000 Leaving the surplus in profit and Loss Account 25,44,91,433 21,55,28,833

2. DIVIDEND

The Directors recommend payment of the following dividend for the year ended 31st March, 2014, which, if approved by the members at the Annual General Meeting to be held on 1st August, 2014, will be paid to those members of the Company who hold Equity Shares in physical form and whose names stand on the Register of Members of the Company as on 1st August, 2014 and to those members who hold their Equity Shares in Demat form and whose names appear on the list of members provided by NSDL/CDSL for that purpose.

A dividend @ 50% on 9,22,133 Equity Shares of Rs.10 /- each…….Rs. 46,10,665.

3. REVIEW OF OPERATIONS

Your Company has achieved a total sales turnover of Rs.13,225 lakhs for the Year Ended 31st March, 2014, as compared to Rs.12,689 lakhs for the previous year - a moderate growth of 5%. As mentioned in the last year''s Report, the Company has closed down the operations of Milk and Milk Products Division (MMPD) Plant at Vashi on 30th June, 2013, which has restricted the overall growth in sales turnover to some extent. However, the profitability has improved as compared to previous year.

During the year under review, the Company has achieved a sales turnover of Rs. 12,275 lakhs of metal cans and components as compared to Rs.11,397 lakhs in the previous year, thereby registering a grown of 8%. This growth is attributed mainly to good mango season leading to better realization and increase in the demand from Gujarat dairies. The Company is also supplying favoured milk cans and condensed milk cans to dairies in Gujajrat on regular basis. The Company could only execute export orders worth Rs.589 lakhs of metal cans and its components during the year under review as compared to Rs.724 lakhs in the previous year. This drop in export sales is mainly due to market instability prevailing in the Middle East countries.

As mentioned earlier, the Company has closed down the operations of MMPD on 30th June, 2013. This Division has achieved job-work earnings of Rs.100 lakhs during 3 months from April to June, 2013. The Company has settled and paid all the legal dues to the employees. The Company has also sold all the machinery.

The Sugar Cone Division has achieved a sales turnover of Rs.950 lakhs as compared to Rs. 606 lakhs for the previous year - a growth of 57%. As mentioned in the last year''s Report, the additional second equipment was installed at its Vitthal Udyog Nagar Unit, Kheda Dist. and the commercial production had commenced in the 3rd quarter of the accounting year 2012-13. As demand for Sugar Cones for filling Ice-Cream continues to be increasing, the Company had placed order for the third imported equipment, which has already arrived and under installation. With the installation of the third machine, the production capacity of Sugar Cone Division will become 1,500 lakhs of Cones per annum, which will fully take care of the requirements of dairies in Gujarat and other Ice-cream manufacturers.

In the year 2011, the Company had undertaken modernization and expansion of Kanjari Plant. The work of installation of Oven as well as the imported Printing and Coating Line was completed and commissioned in the 3rd quarter of 2011-12. Thereafter, the Company placed order for new Soudronic Body Maker. The Body Maker has arrived and installed. The commercial production has started in the month of April, 2014.

The Company is hopeful of better performance during the current year in view of good demand for OTS Cans due to favourable mango crop and increase in the dairy demand from Gujarat.

4. EXPORTS

During the year under review, the Company has achieved export earnings to the tune of Rs. 589 lakhs from export of metal containers and components.

5. (a) Total Foreign Exchange Earned.

Product exports including deemed exports Rs. 725 lakhs

(b) Total Foreign Exchange Used.

Import of tinplate (main raw material), Stores & Spares, Capital Goods, etc. Rs. 5,339 lakhs

6. CONSERVATION OF ENERGY

Your Company continues to give priority to the Conservation of Energy. All aspects of generation and usage are regularly reviewed. The Company has undertaken various measures in rationalisation of electric motors, driving gears, etc., such as (a) periodic checking and monitoring of electrical load of all motors and repairing the defective ones (b) regular inspection and maintenance of power generating equipment for achieving maximum effciency (c) cost saving as all the Units of the Company have switched over with Natural Gas.

7. TECHNOLOGY ABSORPTION

The Company continues its efforts in upgradation of systems and equipment with a view to improving the quality of the products, minimizing manufacturing wastages, cost reduction in terms of better production and customer satisfaction through better product performance. The Company has installed state of the art 3 Piece welded can making line from Soudronic AG, Switzerland consisting of Cepak automatic Duplex Slitter with sheet feeder and high speed automatic side seam welder SOUCAN 650 to produce cans @ 400 cpm. The line is equipped with weld monitor with both Powder and Liquid stripe application unit. The line further consists of German CANTEC Combination machine, where spin fanging, beading and seaming takes place in one unit. Cans are then palletized on automatic MECTRA Italy Palletizer, which ensures untouched hygienic automatic palletizing, strapping, wrapping of the cans as against age old carton packing.

8. PUBLIC DEPOSITS

As per the Companies Act, 2013, your Company is not falling under the Net worth or Turnover criteria prescribed under Companies (Acceptance of Deposits) Rules, 2014, for accepting deposits from the public. Accordingly the Company will repay the existing deposits along with interest on 31st March 2015 or on date of maturity whichever is earlier.

However, Board of Directors recommend to accept deposits within prescribed limits from the members.

9. DIRECTORS

In accordance with the provisions of the Companies Act, 2013 (erstwhile-1956) and the Company''s Articles of Association, Shri Utsav R. Kapadia and Shri Nanak G. Sheth retire by rotation and being eligible, offer themselves for re-election.

Under the Article 118 of the Articles of the Association of the Company, your Board has appointed Shri Kirat M. Patel, Executive Director of Alkyl Amines Chemicals Limited as an Additional Director on 8th August, 2013. Shri. Kirat M. Patel has more than 35 years rich experience in finance and operations. Your Board has also appointed Shri Shishir K. Diwanji, one of the leading Solicitors and Advocates in Mumbai as an Additional Director on 12th November, 2013. Shri Diwanji is having more than 45 years of rich experience in advising Corporates in Corporate Laws, Legal Documentation and Litigation matters. Shri Patel and Shri Diwanji hold the office upto the ensuing Annual General Meeting and they will be appointed as Independent Directors on the Board of the Company.

The Board of Directors at their meeting held on 23rd May, 2014, has now appointed Shri.Shishir K. Diwanji as Chairman of the Company.

The Company has received a Notice from a shareholder, proposing the name of Smt. Amita V. Parekh to be appointed as a Woman / Independent Director at the ensuing Annual General Meeting. Smt. Amita V. Parekh has more than 30 years of rich experience in retail Banking and Finance.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956 :

(i) that in the preparation of the annual accounts for the year ended on 31st March, 2014, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

(ii) that such accounting policies as mentioned in notes to the financial statements have been selected and applied consistently and judgements and estimates that are reasonable and prudent made so as to give a fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2014 and of the profit of the Company for that year.

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the annual accounts for the year ended on 31st March, 2014, have been prepared on a going concern basis.

11. PERSONNEL

During the year under review, relations between the employees and the management remained satisfactory at all the units of the Company.

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not given since the remunerations paid to employees during the financial year 2013-14 were below the limits prescribed by the amended Companies (Particulars of Employees) Rules, 1975.

12. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchange, the Company has implemented various provisions relating to Corporate Governance, a separate section on corporate governance practices, followed by the Company, together with a certifcate from the Company Secretary in practice confirming compliance, is set out in the Annexure forming part of this Report.

13. CORPORATE SOCIAL RESPONSIBILITIES

Your Company recognises the fact that, beyond the day-to-day conduct of its business, as a responsible corporate citizen, it has to discharge its duties towards the larger society in which it operates.

The Company has also constituted CSR Committee, consisting of Shri Premal N. Kapadia, Shri Shishir K. Diwanji and Shri K. Jagannathan. The core areas identified by your Company and CSR Committee in order to improve the society are Promoting Education, Health Care, Women Empowerment and ensuring Environmental sustainability

14. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management personnel, which is available on the Company''s website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

15. INSURANCE

The Properties and Assets of the Company are adequately insured.

16. AUDITORS

The Auditors M/s. Kalyaniwalla and Mistry, Chartered Accountants, who are statutory auditors of the Company hold office upto the ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2014-15. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Kalyaniwalla and Mistry that their appointment, if made, would be in conformity within the prescribed limit specified in the said Section.

17 DIRECTORS RESPONSE TO REMARKS IN AUDITOR''S REPORT

"The Company did not have an internal audit system during the year"

In the opinion of the Management, there are adequate internal control system and procedures commensurate with the size of the Company and nature of its business. The Company is in the process of appointing Internal Auditors.

18. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Gujarat Co-operative Milk Marketing Federation Limited, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.

On behalf of the Board of Directors,

Place : Mumbai SHISHIR K DIWANJI Dated : 23rd May, 2014 CHAIRMAN


Mar 31, 2013

TO THE MEMBERS,

In this Golden Jubilee year, we feel proud to salute the two visionaries who were instrumental in establishing KAIRA CAN in the field of Packaging in the year 1962. Firstly, the late Dr. V. Kurien who created a history of White Revolution in India under the well known Brand "AMUL" and secondly, the late Shri H.N. Kapadia, an entrepreneur in metal can manufacturing industry and later, Chairman of Indian Institute of Packaging.

The Directors present the Fiftieth and the Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS 31st March, 2013 31st March, 2012 (Rupees) (Rupees)

Profit from Manufacturing Operations & Job work 6,34,57,745 4,47,91,039

Profit on sale of Investment in Subsidiary Company 19,50,50,000 -

Profit before tax 25,85,07,745 4,47,91,039

Less : Provision for current tax 5,76,00,000 1,14,00,000

Provision for deferred tax 14,92,000 38,99,455

Net profit for the year amounts to 19,94,15,745 2,94,91,584

Excess/(Short) provisions for taxes in respect of previous year (29,80,404) -

Balance brought forward from previous year 5,44,87,740 3,76,75,472

The disposable profit for the year amounts to 25,09,23,081 6,71,67,056 which the Directors have decided to appropriate as follows:-

(a) Proposed Dividend 46,10,665 23,05,333

(b) Tax on Proposed Dividend 7,83,583 3,73,983

(c) General Reserve 3,00,00,000 1,00,00,000

Leaving the surplus in Profit and Loss Account 21,55,28,833 5,44,87,740

2. DIVIDEND

The Directors recommend payment of the following dividend for the year ended 31st March, 2013, which, if approved by the members at the Annual General Meeting to be held on 12th July, 2013, will be paid to those members of the Company who hold Equity Shares in physical form and whose names stand on the Register of Members of the Company as on 12th July, 2013 and to those members who hold their Equity Shares in Demat form and whose names appear on the list of members provided by NSDL/CDSL for that purpose.

A dividend @ 50% on 9,22,133 Equity Shares of Rs. 10 /- each...................................Rs. 46,10,665. (which includes a special dividend @ 25% on the occasion of Golden Jubilee year of the Company)

3. REVIEW OF OPERATIONS

Your Company posted a better performance by achieving higher sales volume of Rs.12,689 lakhs for the year under review, as compared to Rs.11,724 lakhs in the previous year - a growth of 8%. The profitability has also shown an improved trend as compared to previous year. A profit from sale of investment of Rs.19,50,50,000/-, is from the disposal of the Company''s investment in PUMA Properties Limited and hence the said Company has ceased to be a wholly owned Subsidiary of our Company. It is pertinent to mention that the said profit is being utilised by your Company for the expansion programme undertaken at its Kanjari Unit.

During the year under review, the Company has achieved a turnover of Rs.11,397 lakhs of metal cans and its components as compared to Rs.10,588 lakhs in the previous year, thereby registering a growth of 8%, consequent upon good mango season leading to better realisation and increase in the dairy demand from Gujarat Co-operative Milk Marketing Federation Limited (GCMMF). The Company could only execute export orders worth Rs.724 lakhs of metal cans and its components during the year under review as compared to Rs.1,189 lakhs in the previous year. This huge drop in export sales is mainly due to financial crisis prevailing in European countries, which affected our exports to Middle East countries.

The Milk and Milk Products Division (MMPD) has achieved job-work earnings to the tune of Rs.685 lakhs during the year ended 31st March, 2013 as compared to Rs.662 lakhs in the previous year. Kaira District Co-operative Milk Producers'' Union Limited (Amul Dairy) has established a new Dairy Plant at Virar with a processing capacity of about 10 lakh litres of milk per day under the brand name Amul. This plant is fully automatic and state-of-the-art modern plant. GCMMF has already informed us that the milk being given to Kaira Can for processing and packing will be gradually reduced by transferring milk to their new Dairy Plant at Virar. In view of this development, the Company''s operations of processing and packing of milk at Vashi Plant has become uneconomical and unviable. Hence, subsequent to the closure of accounting year 2012-13, the Company has decided to close the operations at Vashi plant by 30th June, 2013. It is important to mention that at the behest of the late Dr. V. Kurien, your Company had embarked on to a business of processing, packing and distribution of Amul Milk in Mumbai in December, 1992, which was highly appreciated by GCMMF.

The Sugar Cone Division has achieved a sales turnover of Rs.606 lakhs as compared to Rs.474 lakhs in the previous year - a growth of 28%. We feel happy to inform you that the expansion programme of Sugar Cone Division undertaken by the Company at its Vitthal Udyog Nagar Unit, Kheda District has been completed in time. The construction of additional shed has been completed and a new imported equipment has been installed in this new shed and the commercial production has already commenced in the third quarter of the year under review. With the installation of the second machine, the production capacity of Sugar Cone Division has become more than double.

As mentioned in the last year''s Report, the Company has already installed and commissioned the new imported Printing and Coating Line at Kanjari Unit. As the demand for tin containers continues to be increasing, the Company has undertaken a further expansion of its Kanjari Plant. The Company has already placed the order for new imported Body Maker, which will be installed and the commercial production is expected to commence in the third quarter of the current year.

The Company is hopeful of better performance during the current year.

4. EXPORTS

During the year under review, the Company has achieved export earnings to the tune of Rs. 724 lakhs from export of metal containers and components.

5. (a) Total Foreign Exchange Earned.

Product exports including deemed exports Rs. 843 lakhs

(b) Total Foreign Exchange Used.

Import of tinplate (main raw material), Stores & Spares, Rs. 4,054 lakhs Capital Goods, etc.

6. CONSERVATION OF ENERGY

Conservation of Energy has been receiving constant attention and measures are being taken for effective control on electricity and fuel consumption at all the Units. As mentioned in the last year''s Report, cost savings have been achieved as all the Units of the Company have now switched over with Natural Gas.

7. TECHNOLOGY ABSORPTION

The Company continues its efforts in upgradation of systems and equipment with a view to improving the quality of the products, minimising manufacturing wastages, cost reduction in terms of better productivity and customer satisfaction through better product performance. The expansion programme of Sugar Cone Division undertaken by the Company at its Vitthal Udyog Nagar Unit, Kheda District has been completed in time. The construction of additional shed has been completed and a new imported equipment has been installed in this new shed and the commercial production has already commenced in the third quarter of the year under review. With the installation of the second machine, the production capacity of Sugar Cone Division has become more than double. The Company has undertaken further expansion at its Kanjari Plant. The Company has already placed the order for new imported Body Maker, which will be installed and the commercial production is expected to commence in the third quarter of the current year.

8. PUBLIC DEPOSITS

At the end of the financial year, there were two depositors whose deposits were not claimed by them or for which disposal instructions had also not been received though the repayment had fallen due and the total amount involved in such deposits were Rs. 50,000/- 9. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Shri Premal N. Kapadia and Shri R. S Sodhi retire by rotation and being eligible, offer themselves for re-election.

The Board have further re-appointed Shri Ashok B Kulkarni as the Managing Director and Shri K Jagannathan as the Executive Director of the Company for a period of three years with effect from 1st July, 2013. At the ensuing Annual General Meeting, the requisite Resolutions for the said appointments are being placed before the members for their approval.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956 :

(i) that in the preparation of the annual accounts for the year ended on 31st March, 2013, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

(ii) that such accounting policies as mentioned in notes to the financial statements have been selected and applied consistently and judgements and estimates that are reasonable and prudent made so as to give a fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2013 and of the profit of the Company for that year.

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the annual accounts for the year ended on 31st March, 2013, have been prepared on a going concern basis.

11. PERSONNEL

During the year under review, relations between the employees and the management remained satisfactory at all the units of the Company.

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not given since the remunerations paid to employees during the financial year 2012-13 were below the limits prescribed by the amended Companies (Particulars of Employees) Rules, 1975.

12. AUDITORS

The Auditors M/s. Kalyaniwalla and Mistry, Chartered Accountants, retire at the end of the ensuing Annual General Meeting and it is proposed that they be re-appointed. The Company has received a Certificate from them to the effect that their appointment, if made, will be within the prescribed limit under Section 224 (1-B) of the Companies Act, 1956.

13. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Gujarat Co-operative Milk Marketing Federation Limited, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.

On behalf of the Board of Directors,

Place : Mumbai PREMAL N. KAPADIA Dated : 23rd May, 2013 Chairman


Mar 31, 2012

The Directors present the forty-nineth Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS 31st March, 2012 31st March, 2011 (Rupees) (Rupees)

Profit from Manufacturing Operations & Job work 4,47,91,039 3,82,73,221

Profit before tax 4,47,91,039 3,82,73,221

Less : Provision for current tax 1,14,00,000 2,70,00,000 Provision for deferred tax 38,99,455 (54,73,570)

Net profit for the year amounts to 2,94,91,584 1,67,46,791

Balance brought forward from previous year 3,76,75,472 3,36,07,997

The disposable profit for the year amounts to 6,71,67,056 5,03,54,788 which the Directors have decided to appropriate as follows:-

(a) Proposed Dividend 23,05,333 23,05,333

(b) Tax on Proposed Dividend 3,73,983 3,73,983

(c) General Reserve 1,00,00,000 1,00,00,000

Leaving the surplus in Profit and Loss Account 5,44,87,740 3,76,75,472

2. DIVIDEND

The Directors recommend payment of the following dividend for the year ended 31st March, 2012, which, if approved by the members at the Annual General Meeting to be held on 12th July, 2012, will be paid to those members of the Company who hold Equity Shares in physical form and whose names stand on the Register of Members of the Company as on 12th July, 2012 and to those members who hold their Equity Shares in Demat form and whose names appear on the list of members provided by NSDL/CDSL for that purpose.

A dividend @ 25% on 9,22,133 Equity Shares of Rs. 10 /- each ..... Rs. 23,05,333.

3. REVIEW OF OPERATIONS

The Company has achieved a total sales turnover of Rs.11,724 lakhs for the year ended 31st March, 2012 as compared to Rs.11,850 lakhs for the previous year - a drop of 1%. The decline is attributed mainly to two factors. Firstly, the sales of OTS cans were affected due to poor mango season in Western part of India, i.e., Gujarat region and Kokan region of Maharashtra. Secondly, our exports of metal components to Middle East countries were substantially reduced due to prevailing economic conditions there.

As a result of the above, the Company could achieve a turnover of Rs.10,588 lakhs of metal cans and its components during the year under review as compared to Rs.10,791 lakhs for the previous year - a reduction of 2%. The Company could only execute export orders worth Rs.1,189 lakhs of metal cans and its components during the year under review as compared to Rs.1,517 lakhs for the previous year, a drop of 22%.

However, the profitability has shown an improved trend as compared to previous year. This growth is mainly due to two reasons, firstly on account of higher job-work earnings of the Milk and Milk Products Division (MMPD) and secondly due to sale of four small tenements owned by the Company at Mehsana, as a result of closing the said Unit last year.

The work of installation of the Oven at Kanjari Unit was completed in October, 2011. The work of installation of the new imported Printing and Coating Line at Kanjari Unit was also completed in October, 2011. As the Printing and Coating Machinery was installed and commissioned in the third quarter of 2011 - 12, it would enable the Company to compete more effectively in the OTS market and also tap the export market.

The Milk and Milk Products Division has achieved job-work earnings to the tune of Rs.662 lakhs during the year ended 31st March, 2012 as compared to Rs.603 lakhs for the previous year - a growth of 10%.

The Sugar Cone Division has achieved a sales turnover of Rs.474 lakhs as compared to Rs.456 lakhs for the previous year. As the demand for Sugar Cones for filling ice-cream continues to be increasing, the Company has undertaken an expansion of its Vitthal Udyog Nagar Unit, Kheda District. The construction of additional shed will be completed in the third quarter of the current financial year. The Company has already placed the order for new imported equipment which will be installed in the new shed and the commercial production is expected to commence in the third quarter of the current year.

The Company is hopeful of better performance during the current year.

4. EXPORTS

During the year under review, the Company has achieved export earnings to the tune of Rs. 1,189 lakhs from export of metal containers and components.

5. (a) Total Foreign Exchange Earned.

Product exports including deemed exports Rs. 1,304 lakhs

(b) Total Foreign Exchange Used.

Import of tinplate (main raw material), Stores & Spares, Rs. 4,573 lakhs Capital Goods, etc.

6. CONSERVATION OF ENERGY

Energy conservation continued to be priority area for the Company for effective control on electricity and fuel consumption at all the Units. During the year, further cost savings have been achieved in switching over of LPG with Natural Gas at our Kanjari Unit. All the Units of the Company have now switched over with Natural Gas.

7. TECHNOLOGY ABSORPTION

The Company continues its efforts in upgradation of systems and equipment with a view to improving the quality of its products, minimizing manufacturing wastages, cost reduction in terms of better productivity and customer satisfaction through better product performance. As mentioned in the last year's report, the Company has already installed and commissioned the new imported Printing and Coating Line at Kanjari Unit. As demands for Sugar Cones for filling ice-cream continues to be increasing, the Company has undertaken an expansion of its Vitthal Udyog Nagar Unit, Kheda District. The construction of additional shed and the installation of the new imported equipment is expected to be completed in the third quarter of the current year.

8. PUBLIC DEPOSITS

At the end of the financial year, there were five depositors whose deposits were not claimed by them or for which disposal instructions had also not been received though the repayment had fallen due and the total amount involved in such deposits were Rs. 1,25,000/-.

9. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Shri N. G. Sheth and Shri Jayen Mehta retire by rotation and being eligible, offers themselves for re-election.

10. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has its wholly owned Subsidiary, namely PUMA Properties Limited. The results of PUMA Properties Limited are attached to the Annual Report along with Statement specified in Section 212 of the Companies Act, 1956. The Company is also presenting its Audited Consolidated Financial Statements, which form part of the Annual Report, in compliance with the accounting standards.

11. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956 :

(i) that in the preparation of the annual accounts for the year ended on 31st March, 2012, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

(ii) that such accounting policies as mentioned in notes to the financial statements have been selected and applied consistently and judgements and estimates that are reasonable and prudent made so as to give a fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2012 and of the profit of the Company for that year.

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the annual accounts for the year ended on 31st March, 2012, have been prepared on a going concern basis.

12. PERSONNEL

During the year under review, relations between the employees and the management remained satisfactory at all the units of the Company.

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not given since the remunerations paid to employees during the financial year 2011-12 were below the limits prescribed by the amended Companies (Particulars of Employees) Rules, 1975.

13. AUDITORS

The Auditors M/s. Kalyaniwalla and Mistry, Chartered Accountants, retire at the end of the ensuing Annual General Meeting and it is proposed that they be re-appointed. The Company has received a Certificate from them to the effect that their appointment, if made, will be within the prescribed limit under Section 224 (1-B) of the Companies Act, 1956.

14. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Gujarat Co-operative Milk Marketing Federation Limited, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.



On behalf of the Board of Directors,

Place : Mumbai PREMAL N. KAPADIA

Dated : 28th May, 2012 Chairman


Mar 31, 2010

The Directors present the forty-seventh Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

31st March, 2010 31st March, 2009 (Rupees) (Rupees)

Profit from Manufacturing Operations & Job work 1,96,58,051 23,44,858

Profit from transfer of Asset to Subsidiary 2,95,78,482 --

Profit before tax 4,92,36,533 23,44,858

Less /Provision for current tax 1,40,01,000 16,00,000

Provision for deferred tax (51,97,309) (10,64,230)

Fringe Benefit tax -- 7,00,000

Net profit for the year amounts to 4,04,32,842 11,09,088

Excess/(Short) provision for taxes in respect of previous years (1,340) --

Balance brought forward from previous year 58,64,718 58,62,480

The disposable profit for the year amounts to which the Directors have decided to appropriate as follows:- 4,62,96,220 69,71,568

(a) Proposed Dividend 23,05,333 9,22,133

(b) Tax on Proposed Dividend 3,82,890 1,56,717

(c) General Reserve 1,00,00,000 28,000

Leaving the surplus in Profit and Loss Account 3,36,07,997 58,64,718

2. DIVIDEND

The Directors recommend payment of the following dividend for the year ended 31st March, 2010, which, if approved by the members jat the Annual General Meeting to be held on 7th July, 2010, will be paid to those members of the Company who hold Equity Shares in physical form and whose names stand on the Register of Members of the Company as on 7th July, 2010 and to those members who hold their Equity Shares in Demat form and whose names appear on the list of members provided by NSDL/CDSL for that purpose.

A dividend @ 25% on 9,22,133 Equity Shares of Rs. 10 /- each ..... Rs. 23,05,333/-.

3. REVIEW OF OPERATIONS

The Company has achieved a total sales turnover of Rs.10,602 lakhs for theyear ended 31st March, 2010, as compared to Rs. 11,792 lakhs for the previous year, a drop of 10%. The decline is attributed mainly to two factors. As mentioned in the previous years Directors Report, the permanent workmen at our Anand and Kanjari units had resorted to total stoppage of work/illegal strike during the month of April 2009, with the result our sales of OTS cans to the customers were badly affected during the peak period of mango season. Secondly, our exports of metal components to Dubai were substantially reduced due to financial crisis of Middle East countries.

As a result of the above, the Company could achieve a turnover of Rs. 9,326 lakhs of metal cans and its components during the year under review as compared to Rs. 10,785 lakhs for the previous year - a reduction of 14%. The Company could only execute export orders worth Rs. 1,207 lakhs of metal components as against Rs. 1,848 lakhs for the previous year - a substantial drop of 35%.

However, the net operating profit for the year has been substantially increased to Rs.197 lakhs. The growth is attributed mainly due to overall cost reduction measures taken by the Company resulting into better management of cash flow.

The Milk and Milk products division has achieved job-work earnings to the tune of Rs. 511 lakhs during the year ended 31st March, 2010.

Sugar Cone Division has achieved a sales turnover of Rs. 425 lakhs as compared to Rs. 439 lakhs for the previous year.

Good news is that slowdown in the global economy prevailing for the past two years has been arrested and there are definite signs of improvement. Number of proposals being implemented by the Government are stimulating industrial growth and improving the climate of investment. The reform process initiated by the Government is showing positive results in the growth of the countrys economy. The data released recently points to a continuous growth in industrial output of the county.

With the consistent and vigorous efforts being made by the Company for cost reduction measures coupled with efficient monitoring of working capital, Company expects improved performance for the current year.

4. EXPORTS

During the year under review, the Company has achieved export earnings to the tune of Rs. 1,207 lakhs from export of metal containers and components.

5. (a) Total Foreign Exchange Earned.

Product exports including deemed exports Rs.1,326 lakhs

(b) Total Foreign Exchange Used.

Import of tinplate (main raw material), Stores & Spares. Rs.3,024 lakhs

6. CONSERVATION OF ENERGY

Energy conservation continued to be priority area for the Company. Energy conservation measures taken / being taken are as under :

(a) Optimum utilization of maximum demand load.

(b) replacement of incandescent lamps with CFL at our milk packing station at Vashi (Navi Mumbai)

(c) replacement of LPG with natural gas at our Sugar Cone Division and Can Division at Kanjari Unit.

(d) awareness and training programmes for employees.

(e) switching off lights and air conditioners during breaks and when not essential.

(f) energy audits and corrective actions.

Inspite of increase in power and fuel costs, expenses are controlled to a large extent due to these measures.

7. TECHNOLOGY ABSORPTION

The Company has been engaged in constantly upgrading the can making technology. The Company continues its efforts in upgradation of systems and equipment with a view to improving the quality of its products, minimizing manufacturing wastages, cost reduction in terms of better productivity and customer satisfaction through better product performance. The efforts are made towards technology absorption, adoption and innovation. The Company is also planning to install new printing / coating machine and oven.

8. PUBLIC DEPOSITS

At the end of the financial year, there were two depositors whose deposits were not claimed by them or for which disposal instructions had also not been received though the repayment had fallen due and the total amount involved in such deposits was Rs. 50,000/-. Since then, the said deposits amounting to Rs. 50,000/- have been renewed.

9. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Shri B. M Vyas and Shri N. G. Sheth, retire by rotation and being eligible, offer themselves for re-appointment.

The Board have further re-appointed Shri. Ashok B. Kulkami as the Managing Director and Shri K. Jagannathan as the Executive Director of the company for a period of three years with effect from 1st July, 2010. At the ensuing Annual General Meeting, the requisite Resolutions for the said appointments are being placed before the members for their approval.

10. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has its wholly owned Subsidiary, namely PUMA Properties Limited. The results of PUMA Properties Limited are attached to the Annual Report along with Statement specified in Section 212 of the

Companies Act, 1956. The Company is also presenting its Audited Consolidated Financial Statements, which form part of the Annual Report, in compliance with the accounting standards.

As PUMA Properties Limited was formed as a 100% wholly owned Subsidiary, to deal in real estate business, Kaira Can Company Limited has sold one of its property to the Subsidiary Company at a ratable value published by the Government. The profit arising out of this transaction to Kaira Can Company Limited has been dealt in the Profit & Loss Account for the year ended 31st March, 2010.

11. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956 :

(i) that in the preparation of the annual accounts for the year ended on 31st March, 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

(ii) that such accounting policies as mentioned in notes to the financial statements have been selected and applied consistently and judgements and estimates that are reasonable and prudent made so as to give a fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2010 and of the profit of the Company for that year.

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the annual accounts for the year ended on 31st March, 2010, have been prepared on a going concern basis.

12. PERSONNEL

During the year under review, relations between the employees and the management remained satisfactory at all the units of the Company.

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not given since the remunerations paid to employees during the financial year 2009-10 were below the limits prescribed by the amended Companies (Particulars of Employees) Rules, 1975.

13. AUDITORS

The Auditors M/s. Kalyaniwalla and Mistry, Chartered Accountants, retire at the end of the ensuing Annual General Meeting and it is proposed that they be re-appointed. The Company has received a Certificate from them to the effect that their appointment, if made, will be within the prescribed limit under Section 224 (1-B) of the Companies Act, 1956.

14. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Gujarat Co-operative Milk Marketing Federation Limited, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.

On behalf of the Board of Directors

Place : Mumbai PREMAL N. KAPADIA

Dated : 29th May, 2010 Chairman

 
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