Directors Report of Kaira Can Company Ltd.
Mar 31, 2018
To the Members,
The Directors present the Fifty Fifth Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2018.
1. FINANCIAL RESULTS
|
31fl March, 2018 (Rupees in Lakhs) |
31March, 2017 (Rupees in Lakhs) |
|
|
Total Revenue from operations (including Excise & Excluding GST) |
14,881.88 |
14,412.29 |
|
Total Revenue from operations (excluding Excise & Excluding GST) |
14,460.23 |
13,095.66 |
|
Other Income |
38.28 |
32.80 |
|
Total Revenue |
14,498.51 |
13,128.46 |
|
Profit before depreciation and tax |
1,145.75 |
829.94 |
|
Less : Depreciation |
452.74 |
440.50 |
|
Profit before tax |
693.01 |
389.44 |
|
Less : Provision for current tax |
268.68 |
131.89 |
|
Provision for Earlier years'' Tax |
- |
(12.58) |
|
Provision for deferred tax |
(56.09) |
(3.41) |
|
Net profit for the year amounts to |
480.42 |
273.54 |
|
Balance brought forward from previous year *(Net of Transffered to General Reserve, Dividend & Dividend distribution tax). |
2,919.04* |
2,801.00 |
|
The Disposable profit for the year |
3,399.47 |
3,074.54 |
2. DIVIDEND
The Directors recommend dividend payment of Rs. 6.50/- per Equity Share of Rs.10/- each on 9,22,133 Equity Share of Rs.10/- each for the year ended 31st March, 2018, which, if approved by the members at the 55th Annual General Meeting to be held on Friday, 27th July, 2018.
The payout of Rs.59,93,865/- in respect of dividend, will be accounted during the Financial Year 2018-19, if approved by the Members in the ensuing Annual General Meeting.
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, 2011 declared on 13th July, 2011 is due for remittance on 17th August, 2018 to Investor Education and Protection Fund established by the Central Government.
4. SHARE CAPITAL
The paid-up Equity Share Capital as on 31st March, 2018 is Rs.92,21,330/- comprises 9,22,133 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.14,882 lakhs for the year ended 31st March, 2018 as compared to Rs.14,412 lakhs for the previous year, thereby registering a moderate growth of 3%. 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.13,599 lakhs of metal cans and its components as compared to Rs.12,630 lakhs in the previous year, thereby registering a growth of 8%, consequent upon better realization and increased demand from dairies in Gujarat. The Company has executed export orders worth Rs.288 lakhs of metal cans and its components during the year under review as compared to Rs.498 lakhs in the previous year. This decline in export sales is mainly due to unfavourable international market conditions and reduction in our exports of metal components to Middle East countries due to volatile economic conditions prevailing there.
The work of installation of the another imported Printing machine with UV drying oven system is in the process at Kanjari Unit. The Printing machine will be ready for commercial production by mid of July 2018. This will cater to additional printing requirements of the company and it will help timely delivery of increased multi colour can requirements. In addition company will be able to take jobs of printed sheets.
The Sugar Cone Division has achieved a sales turnover of Rs.1,283 lakhs as compared to Rs.1,782 lakhs in the previous year.
In February 2018, the company has installed and commissioned new Ice cream Sleeve punching & forming Machine at GIDC Vithal Udyog Nagar in Cone factory. The Sleeve machine is having capacity to supply of Ice cream cone sleeves of different sizes as per the needs of various customers of Ice cream Cones.
By this measure we are now in a position to cater to the customers with timely supply of cones. This will help to improve competitiveness and better profitability.
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 processing 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. 343 lakhs
(b) Total Foreign Exchange Used.
Import of tinplate (main raw material), Stores & Spares, Capital Goods etc. Rs. 5,457 lakhs
7. FINANCIAL AND ACCOUNT STATEMENTS
Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and as mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2018 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in 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 March 31, 2018.
There is no audit qualification in the financial statements by the statutory auditors for the year under review.
8. RATING
The Company has been by assigned a rating of CRISIL A-/ Stable for Long term facilities and CRISIL A2 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 Report:
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 2017-18. 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 Director, Executive Director & CFO, GM (Finance and Accounts) and AGM - Accounts of the Company attend the meetings on invitation. The Company Secretary is the Secretary of the Committee.
During the year ended March 31, 2018 the Committee met four times.
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 ordinary 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 potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for the 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
The Company has whistle blower policy to deal with instances of fraud and mismanagement, if any.
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 - 9001-2015 certification, which is internationally recognised for the production, quality control and other qualities. The scope of 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.
In accordance with the provisions of the Companies Act, 2013 and the Companies Articles of Association, Shri Pavan Kumar Singh and Shri Utsav R. Kapadia retire by rotation and being eligible offer themselves for the 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 an Independent Director under the provisions of the section 149 of the Companies Act, 2013 as well as Regulations 16 (b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Board confirms that the said Independent Directors meet the criteria as laid down under the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
18. CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the company''s website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.
19. EVALUATION OF THE BOARD''S PERFORMANCE
In compliance with Companies Act, 2013, and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, and in line with the Guidance notes issued by SEBI 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 and 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.
20. KEY MANAGERIAL PERSONNEL
During the year under review, the following are the Key Managerial Personnel of the Company:
|
Sr. No. |
Name of the Key Managerial Personnel |
Designation |
|
1 |
Shri. Ashok B. Kulkarni |
Managing Director |
|
2 |
Shri. K. Jagannathan |
Executive Director & Chief Financial Officer |
|
3 |
Shri. Hiten P Vanjara |
Company Secretary |
21. PARTICULARS OF THE EMPLOYEES
Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act, and the Rules framed thereunder is enclosed as Annexure to the Boardâs Report. The information in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and other entitled thereto, excluding the aforesaid Annexure 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.
22. 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.
23. STATUTORY AUDIT
As per the provisions of Section 139 of the Companies Act 2013, the term of office of M/s Kalyaniwalla & Mistry LLP, Chartered Accountants as Statutory Auditors of the Company, will conclude from the close of the forthcoming Annual General Meeting of the Company. They have been our Auditors for past 10 years. The Board of Directors places on record its appreciation for the services rendered by M/s Kalyaniwalla & Mistry LLP, Chartered Accountants. as the Statutory Auditors of the company.
Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of Messrs. MSKA & Associates, Chartered Accountants (ICAI Firm Registration Number 105047W) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013. Members'' attention is drawn to a Resolution proposing the appointment of Messrs. MSKA & Associates, Chartered Accountants, as Statutory Auditors of the Company which is included at Item No. 5 of the Notice convening the Annual General Meeting.
24. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Mr. Prashant S. Mehta, Practicing Company Secretary ACS 5814 (C.P.No.17341) 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
25. COST AUDIT
As per the requirement of 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 P. D. Modh & Associates as Cost Auditor to audit the cost accounts of the Company for the financial year 2018-19. 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.
26. BUSINESS RISK MANAGEMENT
Pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 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:
a. Raw Materials: This head covers Cost of raw materials, non-availability of raw materials, etc.
b. Financial : This head covers risk elements such as dwindling financial ratios, foreign exchange fluctuations, drop in credit rating, investor relations, fraud, inadequate insurance, etc.
c. Operations : This head includes risk elements such as non-availability of Labour, labor 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.
d. 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.
27. 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.
28. DEPOSITS
The Company has discontinued its Fixed Deposit Scheme w.e.f. 11th August, 2017. The Company has also stopped accepting fresh and renewing all fixed deposits from the members. The company has made arrangement to repay fixed deposit on maturity to fixed deposit holders.
The Company has assigned a rating of FA/Stable by CRISIL Limited for its Fixed Deposit Scheme, for the members.
29. INSIDER TRADING POLICY
As required under the new Insider Trading Policy Regulations of SEBI, your Directors have framed new Insider Trading Regulations and code of Internal Procedures and Conduct for Regulating Monitoring and Reporting of Trading by Insiders. For details please refer to the company''s website.
30. 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 statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a. that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
31. 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.
32. 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.
33. 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 and Pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 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.
34. CORPORATE SOCIAL RESPONSIBILITY
The Company is committed to discharging its social responsibility as a good corporate citizen.
The Committee has identified a Registered Trust, viz., Vardhaman Seva Kendra, Gujarat Which taken up relief work for protection Animal in distress mostly affected by heavy rain in North Gujarat and Rajasthan in August 2017.
The Committee has as also contributed by way of donation to Registered Trust, viz., Charutar Arogya Mandal, located at Vallabh Vidya Nagar, Gujarat, which manages Shree Krishna Hospital, which cater to general public and needy people in and around Karamsad, near Kanjari and Anand. The Trust is dedicated to serve the public at reasonable rate for advance medical treatment of cancer and cardiac patients under its health care and preventive health care programme.
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 over view 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 Directorsâ Report and forms an integral part of this Report and is annexed as Annexure III.
35. 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 and replacing conventional lighting with LED lighting to achieve reduction in power consumption.
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 productivity and customer satisfaction through better product performance.
36. ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important stakeholders.
Accordingly, your Companyâs operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.
37. 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 : 28th May, 2018 CHAIRMAN
(DIN: 00087529)
Mar 31, 2017
The Directors present the Fifty Fourth Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2017.
1. FINANCIAL RESULTS
|
|
31st March, 2017 (Rupees) |
31st March, 2016 (Rupees) |
|
Total Revenue from operations (including Excise) |
1,44,05,89,987 |
1,37,95,82,183 |
|
Total Revenue from operations (excluding Excise) |
1,30,89,.26,570 |
1,25,05,97,236 |
|
Other Income |
38,73,061 |
61,85,240 |
|
Total Revenue |
1,31,27,99,631 |
1,25,67,82,476 |
|
Profit before depreciation and tax |
8,30,34,175 |
6,30,22,007 |
|
Less : Depreciation |
4,40,50,289 |
3,80,83,536 |
|
Profit before tax |
3,89,83,887 |
2,49,38,471 |
|
Less : Provision for current tax |
1,27,40,000 |
79,90,000 |
|
Provison for Earlier years'' Tax |
(12,57,779) |
- |
|
Provision for deferred tax |
1,36,000 |
11,49,000 |
|
Net profit for the year amounts to |
2,73,65,666 |
1,57,99,471 |
|
Balance brought forward from previous year |
27,65,36,962 |
27,62,86,888 |
|
Disposable profit for the year |
30,39,02,628 |
29,20,86,359 |
2. DIVIDEND
The Directors recommend dividend payment of Rs.5/- per Equity Share of Rs.10/- each on 9,22,133 Equity Shares of Rs.10/- each for the year ended 31st March, 2017, which, if approved by the members at the 54th Annual General Meeting to be held on Friday, 11th August, 2017.
In view of the revised Accounting Standards (AS) 4, provision for dividend is not required to be made in accounts. The same is required to be disclosed in notes as contingency.
Accordingly, dividend as proposed for the year 2016-17 is not accounted in the Annual Accounts of 2016-17.
The payout of Rs. 46,10,665 in respect of dividend, will be accounted during the Financial Year 2017-18, if approved by the Members in the ensuing Annual General Meeting.
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, 2010 declared on 07th July, 2010 is due for remittance on 11th August, 2017 to Investor Education and Protection Fund established by the Central Government.
4. SHARE CAPITAL
The Paid-up Equity Share Capital as on 31st March, 2017 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.14,406 lakhs for the year ended 31st March, 2017 as compared to Rs.13,796 lakhs for the previous year, thereby registering a moderate growth of 4%. The profitability has also shown an improved trend as compared to previous year. This improvement is mainly due to the increase in demand from dairies in Gujarat and favorable domestic market conditions.
During the year under review, the Company has achieved a sales turnover of Rs.12,622 lakhs of metal cans and its components as compared to Rs.12,234 lakhs in the previous year, thereby registering a growth of 3% consequent upon better realization and increased demand from dairies in Gujarat. The Company has executed export orders worth Rs.498 lakhs of metal cans and its components during the year under review as compared to Rs. 621 lakhs in the previous year a drop of 20%. This huge decline in export sales is mainly due to unfavourable international market conditions and reduction in our exports of metal components to Middle East countries due to volatile political & economic conditions prevailing there.
The Sugar Cone Division has achieved a sales turnover of Rs.1,783 lakhs as compared to Rs.1,562 lakhs in the previous year - a growth of 14%. This increase in sales turnover of Sugar Cone is due to increase in overall ice-cream demand.
The company is hopeful of better performance during the current year in view of good demand for OTS can due to favourable mango crop and increase in the dairy demand from Gujarat.
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 processing 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. 554 lakhs
(b) Total Foreign Exchange Used.
Import of tinplate (main raw material), Stores & Spares, Capital Goods etc. Rs. 4,545 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, 2017.
There is no audit qualification in the financial statements by the statutory auditors for the year under review.
8. RATING
The Company has been by assigned a rating of CRISIL A-/ Stable for Long term facilities and CRISIL A2 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 2016-17. 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 Director, Executive Director & CFO and Sr. 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, 2017 the Committee met four times.
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 the ordinary 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 the Company at large.
All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party 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
The Company has a whistleblower policy to deal with instances of fraud and mismanagement, if any.
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 maximize 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 recognized 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.
In accordance with the provisions of the Companies Act, 2013 and the Companies Articles of Association, Shri Premal N Kapadia and Shri Kishosinh M. Jhala retire by rotation and being eligible offer themselves for the 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 Regulations 16(b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Board confirms that the said Independent Directors meet the criteria as laid down under the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
18. CODE OF CONDUCT
The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the company''s website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.
19. EVALUTION OF THE BOARDâS PERFORMANCE
In compliance with the Companies Act, 2013, and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. 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.
20. KEY MANAGERIAL PERSONNEL
During the year under review, the following are the Key Managerial Personnel of the Company :
|
Sr. No. |
Name of the Key Managerial Personnel |
Designation |
|
1 |
Shri. Ashok B. Kulkarni |
Managing Director |
|
2 |
Shri. K. Jagannathan |
Executive Director & Chief Financial Officer |
|
3 |
Shri. Hiten P. Vanjara |
Company Secretary |
21. PARTICULARS OF THE EMPLOYEES
Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act, and the Rules framed thereunder is enclosed as Annexure to the Board''s Report. The information in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid Annexure 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.
22. 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.
23. STATUTORY AUDIT
The Auditors M/s. Kalyaniwalla and Mistry LLP, Chartered Accountants, who are statutory auditors of the Company hold office up to the ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2017-18. 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 LLP Chartered Accountants, that their appointment, if made, would be in conformity with the limits specified in the said Section.
24. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Mr. V. Sundaram Practicing Company Secretary (C.P.No.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.
25. 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 P.D. Modh & Associates as Cost Auditor to audit the cost accounts of the Company for the financial year 2017-18 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.
26. BUSINESS RISK MANAGEMENT
Pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.the Company has laid down a framework to inform the Board about the particulars of risk assessment and minimization 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:
a. Raw Materials : This head covers cost of raw materials, non-availability of raw materials, etc.
b. Financial : This head covers risk elements such as dwindling financial ratios, foreign exchange fluctuations, drop in credit rating, investor relations, fraud, inadequate insurance, etc.
c. 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.
d. 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.
27. 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.
28. 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 FA by CRISIL Limited for its Fixed Deposit scheme, for the members.
29 INSIDER TRADING POLICY:
As required under the new Insider Trading Policy Regulations of SEBI, your Directors have framed new Insider Trading Regulations and Code of Internal Procedures and Conduct for Regulating Monitoring and Reporting of Trading by Insiders. For details please refer to the company''s website.
30. 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, for the year ended March 31, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistently and 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.
31. 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 there under, which needs to be disclosed in the Directors'' Report.
32. 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.
33. 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. and Pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. 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 IV forming part of this Report.
34. 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 hand with Jivan Jyoti Trust which runs Shree Kalikund Parshwanath General Hospital, Dholka for various Medical and healthcare facilities to poor and needy patients in and around Dholka,Anand and kanjari. Charutar Arogya Mandal, which runs Shree Krishna Hospital in Karamsad, Gujarat for advance treatment for Cancer and Cardiac of poor and needy patients.
The Company has also identified initiative through the registered trust, viz., People for the Respect and care of Animals, Kolkatta which ensures protection of Flora and fauna and aniamal welfare.
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 over view 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.
35. 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 and replacing conventional lighting with LED lighting to achieve reduction in power consumption.
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 productivity and customer satisfaction through better product performance.
36 ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important stakeholders.
Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing over all corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.
37 ACKNOWLEDGEMENT
Your Directors express their appreciation for the assistance and co-operation received from the Gujarat Cooperative 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, 2017 CHAIRMAN
(DIN: 00087529)
Mar 31, 2016
To the Members,
The Directors present the Fifty Third Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2016.
1. FINANCIAL RESULTS
|
31st March, 2016 (Rupees) |
31st March, 2015 (Rupees) |
|
|
Total Revenue from operations (including Excise) |
1,37,95,82,183 |
1,59,60,25,733 |
|
Total Revenue from operations (excluding Excise) |
1,25,05,97,236 |
1,45,58,34,967 |
|
Other Income |
61,85,240 |
90,83,026 |
|
Total Revenue |
1,25,67,82,476 |
1,46,49,17,993 |
|
Profit before depreciation and tax |
6,30,22,007 |
10,64,15,147 |
|
Less : Depreciation |
3,80,83,536 |
4,64,68,194 |
|
Profit before tax |
2,49,38,471 |
5,99,46,953 |
|
Less : Provision for current tax |
79,90,000 |
1,23,84,000 |
|
Provision for deferred tax |
11,49,000 |
1,02,18,100 |
|
Net profit for the year amounts to |
1,57,99,471 |
3,73,44,853 |
|
Balance brought forward from previous year |
27,62,86,888 |
25,44,91,433 |
|
The disposable profit for the year amounts to which the Directors have decided to appropriate as follows:- |
29,20,86,359 |
29,18,36,286 |
|
(a) Proposed Dividend |
46,10,665 |
46,10,665 |
|
(b) Tax on Proposed Dividend |
9,38,732 |
9,38,732 |
|
(c) General Reserve |
1,00,00,000 |
1,00,00,000 |
|
Leaving the surplus in Profit and Loss Account |
27,65,36,962 |
27,62,86,888 |
2. DIVIDEND AND RESERVE
The Directors recommend payment of the following dividend for the year ended 31st March, 2016, which, if approved by the members at the Annual General Meeting to be held on Friday, 12th August, 2016, 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 5th August, 2016 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.27,65,36,962/- 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, 2009 declared on 21st August, 2009 is due for remittance on 25th September, 2016 to Investor Education and Protection Fund established by the Central Government.
4. SHARE CAPITAL
The Paid-up Equity Share Capital as on 31st March, 2016 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.13,796 lakhs for the year ended 31st March, 2016 as compared to Rs.15,960 lakhs for the previous year- a drop of 14%. The decline is attributed to factors namely; the sales of OTS cans were badly affected due to poor mango season, the decline in demand by GCMMF Limited due to unfavorable domestic as well as international market conditions.
As a results of the above, the Company Could only achieved a sales turnover of Rs.12,234 lakhs of metal cans and its components as compared to Rs.14,661 lakhs in the previous year - substantial reduction of 17%.The Company has executed export orders worth Rs.621 lakhs of metal cans and its components during the year under review as compared to Rs.901 lakhs in the previous year-a drop of 31% This decline in export sales is mainly due to unfavorable international market conditions and reduction in our exports of metal components to Middle East countries due to volatile political conditions prevailing there.
The Sugar Cone Division has achieved a sales turnover of Rs.1,562 lakhs as compared to Rs.1,300 lakhs in the previous year - a growth of 20%.This increase in sales turnover of Sugar Cone is due to expansion of production capacity and increase in overall ice-cream demand.
Our Company was carrying out its manufacturing operations of Anand unit at the premises which were taken on rental basis from Kaira Dist. Co-operative Milk Producers'' Union Limited. As Kaira Dist. Co-operative Milk Producers'' Union Limited required the premises for its own expansion, company has handed over Anand unit premises to Kaira Dist. Co-operative Milk Producers'' Union Limited on 15th February, 2016. The Company has transferred and installed all the machinery at Kanjari factory. The Directors express their appreciation for the support and co-operation extended by Kaira Dist. Co-operative Milk Producers'' Union Limited, since the inception of Anand unit.
The Company is hopeful of 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 processing 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. 695 lakhs
(b) Total Foreign Exchange Used.
Import of tinplate (main raw material), Stores & Spares, Capital Goods etc. Rs. 5,261 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, 2016.
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 CRISL Limited a rating of CRISIL A- / Stable for Long term facilities and CRISIL a2 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 2015-16. 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 Director, 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, 2016 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 |
|
Smt Amita V Parekh |
Member |
4 |
|
Smt Laxman D. Vaidya |
Member |
Nil |
|
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 the ordinary 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 the Company at large.
All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party 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
The Company has a whistleblower policy to deal with instances of fraud and mismanagement, if any.
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 maximize 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 there under, 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 recognized 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. EMPLOYEESâ 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 The Company has appointed Shri.Laxman D. Vaidya as an Independent Director at the 52nd Annual General Meeting. Shri. Laxman D. 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 Companyâs Articles of Association, Shri. Utsav R. Kapadia and Shri Nanak G Sheth, 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, 2016. At the ensuing Annual General Meeting, the requisite Resolutions for the said appointments are being placed before the members for their approval.
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 Regulations 16(b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Board confirms that the said Independent Directors meet the criteria as laid down under the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
18. CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the company''s website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.
19. EVALUTION OF THE BOARDâS PERFORMANCE
In compliance with the Companies Act, 2013, and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. 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.
20. KEY MANAGERIAL PERSONNEL
During the year under review, the following are the Key Managerial Personnel of the Company :
|
Sr. No. |
Name of the Key Managerial Personnel |
Designation |
|
1 |
Shri. Ashok B. Kulkarni |
Managing Director |
|
2 |
Shri. K. Jagannathan |
Executive Director & Chief Financial Officer |
|
3 |
Shri. Hiten P. Vanjara |
Company Secretary |
21. 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.
22. 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.
23. 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 2016-17. 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.
24. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed Messrs V. Sundaram & Co., a firm of Company Secretaries in Practice (C.P.No.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.
25. 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 P.D. Modh & Associates as Cost Auditor to audit the cost accounts of the Company for the financial year 2016-17 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.
26. BUSINESS RISK MANAGEMENT
Pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.the Company has laid down a framework to inform the Board about the particulars of risk assessment and minimization 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, no 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 exchange 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.
27. 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.
28. 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 FA/Stable by CRISIL Limited for its Fixed Deposit scheme, for the members.
29 INSIDER TRADING POLICY:
As required under the new Insider Trading Policy Regulations of SEBI, your Directors have framed new Insider Trading Regulations and Code of Internal Procedures and Conduct for Regulating Monitoring and Reporting of Trading by Insiders. For details please refer to the company''s website.
30. DIRECTORSâ 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, for the year ended March 31, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistently and 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.
31. 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 there under, which needs to be disclosed in the Directors'' Report.
32. 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.
33. 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. and Pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. 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.
34. CORPORATE SOCIAL RESPONSIBILITY
The Company is committed to discharging its social responsibility as a good corporate citizen.
The Company has identified initiative to promote Education for poor and needy students by joining hands with Jay Pasavnath Education Trust which runs Kalikund Elementry English School in Dholka, near Kanjari in Gujarat, and Anandalaya Education Society which runs Anandalaya School in Anand, Gujarat. The Company has also identified initiative to promote preventive health care by joining hands with Charutar Arogya Mandal, which runs Shree Krishna Hospital in Karamsad,Gujarat for advance treatment for Cancer and Cardiac of poor and needy patients. 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 over view 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.
35. 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 and replacing conventional lighting with LED improved lighting to achieve reduction in power consumption.
The expansion and modernization 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 up gradation of systems and equipment, with a view to improving the quality of the products, minimizing manufacturing wastages, cost reduction in terms of better productivity and customer satisfaction through better product performance.
36 ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important stakeholders.
Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing over all corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.
37 CAUTIONARY STATEMENT
Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in Government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.
38. ACKNOWLEDGEMENT
Your Directors express their appreciation for the assistance and co-operation received from the Gujarat Cooperative 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 UTSAV R. KAPADIA ASHOK B. KULKARNI
Dated : 27th May, 2016 DIRECTOR MANAGING DIRECTOR
(DIN:00034154) (DIN: 1605886)
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 /- eachÂ
Â
.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, 2011
The Directors present the forty-eighth Report and the Audited Statement
of Accounts of the Company for the year ended 31st March, 2011.
1. FINANCIAL RESULTS
31st March, 2011 31st March, 2010
(Rupees) (Rupees)
Profit from Manufacturing
Operations & Job work 3,82,73,221 1,96,58,051
Profit from transfer of Asset
to Subsidiary - 2,95,78,482
Profit before tax 3,82,73,221 4,92,36,533
Less : Provision for current tax 2,70,00,000 1,40,01,000
Provision for deferred tax (54,73,570) (51,97,309)
Net Profit for the year amounts to 1,67,46,791 4,04,32,842
Excess/(Short) provision for taxes
in respect of previous years - (1,340)
Balance brought forward from
previous year 3,36,07,997 58,64,718
The disposable Profit for the
year amounts to which the Directors
have decided to appropriate as
follows:- 5,03,54,788 4,62,96,220
(a) Proposed Dividend 23,05,333 23,05,333
(b) Tax on Proposed Dividend 3,73,983 3,82,890
(c) General Reserve 1,00,00,000 1,00,00,000
Leaving the surplus in Profit
and Loss Account 3,76,75,472 3,36,07,997
2. DIVIDENED
The Directors recommend payment of the following dividend for the year
ended 31st March, 2011, which, if approved by the members at the Annual
General Meeting to be held on 13th July, 2011, 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 13th
July, 2011 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
Your Company continued to post a better performance by achieving higher
sales volume of Rs.11,850 lakhs for the year under review as compared
to Rs.10,602 lakhs in the previous year à a growth of 12%. The
Profitability has also shown an improved trend as compared to previous
year.
During the year under review, the Company has achieved a turnover of
Rs.10,791 lakhs of metal cans and its components as compared to
Rs.9,326 lakhs in the previous year, thereby registering a growth of
16%, consequent upon improved volume of sales to GCMMF as well as
export business. The Company executed export orders worth Rs.1,517
lakhs of metal cans and components as against Rs.1,207 lakhs in the
previous year - a growth of 26%.
The prospects for OTS business and exports seem to be reasonably
favourable which would lead to an improved contribution during the
current year.
The Milk and Milk Products Division has achieved job-work earnings to
the tune of Rs.603 lakhs during the year ended 31st March, 2011 as
compared to Rs.511 lakhs for the previous year à a growth of 18%.
Sugar Cone Division has achieved a sales turnover of Rs.456 lakhs as
compared to Rs.425 lakhs for the previous year.
Your Company has undertaken the consolidation and modernization of
Kanjari Plant, which is under progress. Consequently, the Company has
closed its operations at Mehsana Unit, which was in rented premises and
shifted the machinery and installed it in our own premises at Kanjari
Unit. The Company will be installing very shortly new imported Printing
and Coating Line at Kanjari Unit. The work of installing the Oven is
already under progress and will be completed by early June, 2011. The
Printing and Coating Machinery will be installed by early August, 2011
and is expected to be commissioned by end August, 2011. This would
enable the Company to compete more effectively in the OTS market and
aggressively tap the export market.
The Company is hopeful of further improving the performance during the
current year through economical usage of raw material mix and budgetary
control as cost reduction measures together with efficient monitoring
of working capital.
4. EXPORTS
During the year under review, the Company has achieved export earnings
to the tune of Rs. 1,517 lakhs from export of metal containers and
components.
5. (a) Total Foreign Exchange Earned.
Product exports including deemed exports Rs. 1,610 lakhs
(b) Total Foreign Exchange Used.
Import of tinplate (main raw material),
Stores & Spares, Capital Goods etc. Rs. 4,191 lakhs
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. During the year, cost savings have been
achieved in switching over of LPG with Natural Gas at our Anand Unit.
The ventilation has been vastly improved by fixing more Turbo
Ventilators in the old shed at our Kanjari Unit. In the new shed being
constructed at Kanjari Unit, we have put insulated roofng, which will
have the effect of lowering the temperature and improving working
environment. We have also installed chiller plant adjacent to the
bodymaker, which will improve the energy effciency.
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 years report, the Company is
under process of installing new printing / coating machine and oven at
our Kanjari Unit and is expected to complete the work soon.
8. PUBLIC DEPOSITS
At the end of the financial year, there were eleven 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. 4,25,000/-. Since then,
eight deposits amounting Rs. 3,50,000/- have been renewed and three
deposits amounting to Rs. 75,000/- remain unclaimed.
9. DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Companys Articles of Association, Shri P. N. Kapadia and Shri U. R.
Kapadia retire by rotation and being eligible, offers themselves for
re-election.
Under Article 118 of the Articles of the Association of the company,
your Board of Directors have appointed Shri R.S. Sodhi, Managing
Director of the Gujarat Co-operative Milk Marketing Federation Limited
(GCMMF), as an Additional Director on 10th February, 2011, to fll in
the vacancy caused by the resignation of Shri B.M. Vyas. Shri Sodhi
has more than 29 years of rich experience in Marketing and Sales
function with GCMMF. Pursuant to the provisions of Section 260 of the
Companies Act, 1956, Shri R.S. Sodhi, will hold offce upto the date of
the ensuing Annual General Meeting and being eligible offers himself
for re-appointment. The Company has received a notice from a Member
intimating his intention to propose Shri R.S. Sodhi, as a Director of
the Company.
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 specifed 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, 2011, 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, 2011 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, 2011,
have been prepared on a going concern basis.
12. PERSONEL
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 2010-11 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
Certifcate 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,
ASHOK B. KULKARNI UTSAV R. KAPADIA
Managing Director Director
Place : Mumbai
Dated : 30th May, 2011
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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