Mar 31, 2018
Dear Members,
The Directors are pleased to present their Fourty Seventh Annual Report together with Audited Financial Statements for the financial year ended 31st March, 2018.
Financial Highlights:
(Rs. in Lacs)
Particulars |
2017-18 |
2016-17 |
Sale of products |
28366.03 |
24510.15 |
Other Income |
152.47 |
124.54 |
Total Income |
28518.50 |
24634.69 |
Profit Before Tax |
2534.45 |
2313.71 |
Less: Current Tax |
792.00 |
773.00 |
Less: Earlier year Tax Adjustment |
2.35 |
15.05 |
Less: Deferred Tax |
48.25 |
79.35 |
Net Profit After Tax |
1691.85 |
1446.31 |
Balance profit from Last Years |
6722.45 |
5788.52 |
Less: Appropriations: |
||
Other Comprehensive Incomes |
68.09 |
61.83 |
Transfer to General Reserve |
- |
|
Issue of Bonus Shares |
- |
397.96 |
Final Dividend on Equity Shares Paid during the year |
214.90 |
47.76 |
Tax on Dividend |
43.74 |
4.83 |
Balance carried to Balance Sheet |
8087.57 |
6722.45 |
Review of Operations:
Fiscal 2017-18 proved to be year of stellar performance for your Company with an all time High Sales Revenue of RS. 285 Crores. Delivering superior performance in todayâs volatile and global environment requires sound strategy and disciplined execution. A sustained focus on new marketing initiatives and acquisition of new customers has led to an improved overall performance of your company as highlighted below :
Share Capital:
During the year your Company has issued and allotted 23,87,774 partly paid up equity shares on Rights basis. The Board has also made call on these partly paid up shares. The conversion of partly paid shares on which call money have been received into fully paid up equity shares and listing and trading approval thereon are under process.
Dividend:
Your Directors have recommended a final dividend @ RS. 1.80 per Equity Share for the financial year 2017-18 on increased capital. Payment of dividend is subject to the approval of shareholders. Further, the dividend shall be paid in proportion to the paid up value of equity shares.
Outlook:
Your Company continues to work on technological upgradation and innovation. The new Greenfield project at Gajner Road, Fatehpur Roshnai District, Kanpur Dehat was formally inaugurated and production started on the 20th of July, 2018 where the company has created an additional work space of about 40,000 sq meters of building. It will take a couple of months for the entire operations to streamline whereby substantial shifting from existing locations will also take place. To follow the growth momentum and to take a great leap forward your Company is gearing to rollout this ambitious project which will be instrumental in substantial expansion of the existing capacities and consolidation of operations. The management continues to look at more investment opportunities and invest wherever opportunities are available.
The management continues to lay emphasis on exports of value added products and expanding the geographical reach of its export market is your Companyâs priority. The outlook for the current financial year looks robust and positive. The management is hopeful of improving its profitability.
Deposits:
Your Company has taken Deposits from Corporates, Directors, Promoters and their relatives. The outstanding balance of which is RS. 227.00 Lacs as on 31/03/2018. In view of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 all the deposits held by the Company are exempted deposits.
Directors:
Shri Sunil Mehta is retiring by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. In view of the valuable guidance and support received from him, your Directors recommend his re-appointment.
Further, the Board of Directors have re-appointed Shri Shashank Agarwal as Deputy Managing Director on fresh terms as recommended by the Nomination and Remuneration Committee, subject to the approval of shareholders at the ensuing Annual General Meeting, for a period of 3 years w.e.f. 1st September 2018.
Meetings of The Board of Directors:
During the year your Company has conducted 6 meetings of the Board of Directors. The details of the meeting of the Board & Committees thereof including attendance therein are given under Corporate Governance Report.
Your company has digitalized the Board Process and adopted the paper less Board meeting w.e.f. the current financial year.
Key Managerial Personnel:
Following are the Key Managerial Personnel of your Company:
Sl No. |
Name of KMP |
Designation |
1 |
Shri Manoj Agarwal |
Managing Director |
2 |
Shri Ankur Srivastava |
Company Secretary & |
Compliance Officer |
||
3 |
Shri Arvind Gunjan |
Chief Financial Officer |
Declaration of Independent Directors:
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
Corporate Governance:
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance is annexed to the Boardsâ Report as Annexure âAâ which forms part of this report. Management Discussion and Analysis Report as stipulated under the Listing Regulations is annexed to the Annual Report which forms part of this Report. The Certificate certifying that the Company has complied with the requirements of Corporate Governance in terms of SEBI (LODR) Regulations, 2015 is attached and forms the part of this Report.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:
Information as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo for the financial year 201718 are annexed as Annexure âBâ which forms part of this Report.
Particulars of Employees:
The information required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure âCâ which forms part of this Report.
Annual Return
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration ) Rules, 2014 are furnished in Annexure âDâ and is attached to this Report.
Listing:
The Equity Shares of Company continue to be listed at Bombay Stock Exchange. We confirm that the Annual Listing Fees for the financial year 2018-19 has been paid within the stipulated time.
Auditors:
I. Statutory Auditors and their Report
M/s Rajiv Mehrotra & Associates (FRN: 002253C), Chartered Accountants, were appointed as Statutory Auditors of your Company for a period of 5 years in the Annual General Meeting held on 15/09/2017 till the conclusion of 51st Annual General Meeting to be held in the year 2022. The requirement of ratification of the appointment of Statutory Auditors every year has been omitted by the Companies (Amendment) Act, 2017.
There was no qualification, reservation or adverse remark made by the Auditors in their respective report.
II. Cost Auditors
In view of the Companies (Auditorâs Report) Order, 2015, Cost Audit is not applicable on your Company.
III. Secretarial Auditors
The Company has appointed M/s Adesh Tandon & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for the year 2017-18. The Secretarial Audit Report, as placed by the Auditor is annexed with this Report as Annexure âEâ. There was no qualification, reservation or adverse remark made by the Auditor in their respective report.
IV. Internal Auditors:
The Company has appointed M/s SKVA & Co., Chartered Accountants as the Internal Auditors of the Company for the year 2017-18. Their report is placed before the Audit Committee of the Company from time to time.
Internal Control System and Their Adequacy
The Company has adequate system of internal control with reference to the financial statements. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. Company ensures proper and adequate systems and procedures commensurate with its size and nature of its business.
Corporate Social Responsibility
In terms of section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 the Board of Directors of your Company has constituted a CSR Committee the details of which are given in Corporate Governance Report. CSR Committee of the Board has developed a CSR Policy which is enclosed as part of this report as Annexure âFâ.
Annual report on CSR as required under rule 8(1) of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed with this report as Annexure âGâ.
Particulars of Loans, Guarantees or Investments
Your Company has not made any Loan or given any Guarantees and the details of investments are given under note 8 of the Financial Statements. However, the investments made does not exceeds the limits as prescribed under Section 186 of the Companies Act, 2013.
Vigil Mechanism (Whistle Blower Policy)
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulations 34 (3) and 53 (f) of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs code of conduct or ethics policy has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.
Risk Management
The Company follows the risk management policy wherein the management keeps an eagle eye view on the markets, both domestic and foreign, related to the products, the Company manufactures and the raw materials required. The management also monitors the socio-economic changes worldwide and the changes in the currency fluctuation to minimize the risks.
The Board members are regularly informed about the potential risks, their assessment and minimization procedures. The Board frames a plan for elimination / minimization of the risk and further lays out the steps for implementing and monitoring of the risk management plan.
There are no risks which in the opinion of the Board are of the nature that can threaten the existence of the Company. However, the risks inter-se that are generally dealt in regular course of business and have to be taken care of are fluctuations in foreign exchange rates and raw material prices.
Material Changes and Commitments :
No material changes or commitments which may affect the financial position of the Company has been occurred between the end of the financial year of the Company and the date of this report.
Indian Accounting Standards:
Your Company has adopted Indian Accounting Standards (âInd- ASâ) with effect from 1st April, 2017 pursuant to Ministry of Corporate Affairs notification dated 16th February, 2015 notifying the Companies (Indian Accounting Standards) Rules, 2015. The implementation of IND-AS in 2017 was a major change in the accounting policy from 2017-18 onwards.
Board Evaluation:
The Board annually evaluates its performance as well as the performances of its Committees and of Directors individually.
For evaluating the performance of the Board as a whole, the Board reviews the periodical performances of the Company and the role of the Board towards achievement of the said performances and the future plans as set out from time to time.
The performance of the Whole Time Directors is evaluated by the Board by linking it directly with their devotion towards implementation and management of the growth parameters of the Company and the actual achievements of the Company.
The performance of the Non Executive / Independent Directors is evaluated on the basis of their contribution for adopting better corporate governance practices, transparency and disclosures in achieving the goal of the Company.
The performance of the various Committees of the Board is reviewed on the basis of the achievement of the work designated to the specific committee.
Related Party Transactions:
During the year no contract or arrangement was entered by the Company in terms of the provisions of Section 188(1) of the Companies Act, 2013.
All the transactions with the related parties entered during the year 2017-18 were in the ordinary course of business, on armâs length basis and are under omnibus approval granted by the Audit Committee.
Further, no material related party transaction was entered during the year under review. Accordingly, disclosure as required under section 134(3)(h) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, in form AOC-2, is not applicable in your Company.
The policy to deal with the related party transactions is uploaded on the companyâs website. The weblink of the same is http:// kanplas.com/wp-content/uploads/Policy-on-Related-Party-Transactions.pdf.
Companyâs Policy on Directorsâ Appointment and Remuneration:
The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. The Company has duly constituted the Nomination and Remuneration Committee of the Board and the committee interalia periodically evaluates:
1. The need for change in composition and size of the Board;
2. Recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance.
3. Recommend the policy for remuneration of Directors, KMPs & other senior level employees of the Company and review the same in accordance with the performance of the Company and industry trend.
The Remuneration Policy is annexed herewith as Annexure âHâ which forms part of this report.
Significant and Material orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Companyâs Operations in Future.
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
Directorsâ Responsibility Statement:
Pursuant to clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that: -
i) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
ii) 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 or loss of the Company for that period;
iii) 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;
iv) the Directors had prepared the Annual Accounts of the Company on a going concern basis.
v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
vi) 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.
Acknowledgement:
Your Directors express their sincere gratitude for continued support and cooperation received from Bankers, other Government Agencies and esteemed customers for their patronage and support during the year.
Your Directors also place on record their appreciation for the committed contribution of all the officers, staff and workmen for the consistent growth of your Company.
Your Directors also take this opportunity to place on record their gratitude to the Members for their confidence with the company.
For and on behalf of the Board of Directors
Kanpur Plastipack Limited
Place: Kanpur (Shashank Agarwal) (Manoj Agarwal)
Date : 13st August, 2018 Deputy Managing Director Managing Director
Mar 31, 2016
The Directors have pleasure in submitting the 45th Annual Report together with Audited Accounts for the year ended 31st March, 2016.
FINANCIAL HIGHLIGHTS:
(Rs. in Lacs)
Particulars |
2015-16 |
2014-15 |
Sale of products |
24596.52 |
24600.12 |
Other Income |
366.26 |
321.78 |
Total Income |
24962.78 |
24921.90 |
Net Profit After Tax |
1645.58 |
1144.90 |
Appropriations: |
|
|
Transfer to General Reserve |
30.00 |
30.00 |
Transfer to Gratuity Reserve Fund |
- |
- |
Proposed Equity Dividend |
143.27 |
95.51 |
Dividend on Preference Shares |
24.00 |
24.00 |
Tax on Dividend |
34.07 |
23.89 |
Balance carried to Balance Sheet |
1414.24 |
971.50 |
REVIEW OF OPERATIONS:
During the year under review, your Company has achieved yet another milestone by continuing its path of growth and achieving a Turnover of Rs. 250 Crores despite low raw material prices. It is a matter of great satisfaction that your Company has managed to retain all its customers and improve Volumes with some of its principal customers in Europe. The inroads made into North America have started to become steady business with a significant improvement in sales from South America. Your Company continues to lay emphasis on value added products and is creating the infrastructure towards that goal.
During the year your Company successfully installed the second Roof Top Solar plant of 306 kw capacity bringing the total generation to 506 kw. This Project has shown a bold initiative towards renewable energy.
The year saw significant improvements in margins. Accordingly the bottom line of your Company has increased by 43.76 % reaching a record figure of Rs.16.46 Crores against Rs.11.45 Crores in the previous year.
The trading activities as Del Credere Associate Cum Consignment Stockiest of Indian Oil Corporation Limited (IOCL) have stabilized and performing well in a difficult market.
DIVIDEND:
Your Directors have declared an interim dividend @ 12% (i.e. Rs.1.20) per Equity Share in its meeting held on 10th March, 2016 and have recommended a final dividend @ 6% (i.e. Rs.0.60) per Equity Share in its meeting held on 23rd May, 2016 for the financial year 2015-16. Dividend on Preference Shares was declared @ 12% for the financial year 2015-16 according to the terms of their issue.
BONUS ISSUE:
The year marks two major milestones in the life span of your Company. We have completed 45 years of successful operations since incorporation and 30 years since the public issue. To mark this momentous occasion your Directors have recommended to issue Bonus shares to the equity shareholders of the Company by way of capitalizing part of the reserves in the ratio of 1:2 i.e., one equity share for every two equity shares held.
PROSPECTS:
Your Company continues to work on technological up gradation and innovation. The Company has undertaken a massive project towards Operation Excellence and Lean management in its facilities which has started bringing in results As an ongoing process all such initiatives will further improve its performance. The management continues to lay emphasis on exports of value added products and expanding the geographical reach of its export market is your Company''s priority.
The third Multifilament Yarn Plant has stabilized and the product has been established in the market. New Export markets and some research towards value added products are helping this division.
The outlook for the current financial year looks robust and positive. The management is hopeful of improving its profitability.
DEPOSITS:
Your Company has taken Deposits from Corporate, Directors, Promoters and their relatives. The outstanding balance of which is Rs. 307.00 Lacs (including interest accrued thereon) as on 31/03/2016. In view of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 all the deposits held by the Company are exempted deposits.
DIRECTORS:
Smt. Usha Agarwal is retiring by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. In view of the valuable guidance and support received from her, your Directors recommend her re-appointment.
During the year, Dr. Ram Gopal Bagla was appointed as an Additional Director (Independent) w.e.f. 25th May, 2015 to hold office till the date of 44th Annual General Meeting i.e., 13th August, 2015. His appointment was regularized at the 44th Annual General Meeting and he was appointed as Independent Director of the Company w.e.f. 13th August, 2015 to hold office for 5 (five) consecutive years up to 31.03.2020.
Further, in the 44th Annual General Meeting held on 13th August, 2015, Shri Shashank Agarwal has been re-appointed as Director (Technical) with fresh terms and conditions for a period of 3 years w.e.f. 1st September 2015 and there has been a revision of terms and conditions of appointment of Shri Manoj Agarwal, Managing Director and Shri Sunil Mehta, Director (Operations) for the remaining tenure of their present Term.
During the year your Company has conducted 6 meetings of the Board of Directors. The details of the meeting and attendance therein are given under Corporate Governance Report.
KEY MANAGERIAL PERSONNEL
During the year, Shri Arvind Gunjan, General Manager (Finance) has been designated as the Chief Financial Officer w.e.f. 8th February, 2016 in the Board meeting held on 8th February, 2016. Shri Ankur Shrivastav was the Company Secretary of the Company up to 15th September, 2015. Shri Brajmohan Prasad was the Company Secretary of the w.e.f. 16th September, 2015 up to 31st March, 2016. The Board of Directors in its meeting held on 10th March, 2016 has appointed Shri Avinash Kumar Singh as the Company Secretary of the Company w.e.f. 1st April, 2016.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
CORPORATE GOVERNANCE:
Pursuant to Regulations 34 (3) and 53 (f) of SEBI (LODR) Regulations, 2015, Report on Corporate Governance and Management Discussion & Analysis Report are annexed to the Annual Report as Annexure ''A'' which forms part of this Report. The Auditors'' Certificate certifying that the Company has complied with the requirements of Corporate Governance in terms of SEBI (LODR) Regulations, 2015 is attached and forms the part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo for the financial year 2015-16 are annexed as Annexure ''B'' which forms part of this Report.
PARTICULARS OF EMPLOYEES:
The information required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure ''C which forms part of this Report.
No employee of the Company is covered under any of the clauses of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration ) Rules, 2014 are furnished in Annexure ''D'' and is attached to this Report.
LISTING:
The Equity Shares of Company continue to be listed at Bombay Stock Exchange. We confirm that the Annual Listing Fees for the financial year 2016-17 has been paid.
AUDITORS:
I. STATUTORY AUDITORS
M/s Pandey & Co., Chartered Accountants, was appointed as Statutory Auditors of your Company for a period of 3 years in the Annual General Meeting held on 10/09/2014. Their continuance of appointment is placed for ratification at the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
There was no qualification, reservation or adverse remark made by
the Auditors in their respective report.
II. COST AUDITORS
In view of the Companies (Auditor''s Report) Order, 2015, Cost Audit is not applicable on your Company.
III. SECRETARIAL AUDITORS
The Company has appointed M/s Adesh Tandon & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for the year 2015-16. There was no qualification, reservation or adverse remark made by the Auditor in their respective report. The Secretarial Audit Report, as placed by the Auditor is annexed with this Report as Annexure ''E''.
IV. INTERNAL AUDITORS:
The Company has appointed M/s Kapoor & Tandon, Chartered Accountants as the Internal Auditors of the Company for the year
2015-16. Their report is placed before the Audit Committee of the Company from time to time.
SECRETARIAL AUDIT
The observations made in the Secretarial Audit Report annexed hereto as Annexure E are self explanatory and hence need no further explanation from your Directors.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control with reference to the financial statements. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. Company ensures proper and adequate systems and procedures commensurate with its size and nature of its business.
CORPORATE SOCIAL RESPONSIBILITY
In terms of section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules,
2014 the Board of Directors of your Company has constituted a CSR Committee the details of which are given in Corporate Governance Report. CSR Committee of the Board has developed a CSR Policy which is enclosed as part of this report Annexure-''F''.
Annual report on CSR as required under rule 8(1) of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed with this report as Annexure ''G.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your Company has not made any loan or given any Guarantees or made any investment under Section 186 of the Companies Act, 2013.
VIGIL MECHANISM (WHISTLE BLOWER POLICY)
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulations 34 (3) and 53 (f) of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.
RISK MANAGEMENT
The Company follows the risk management policy wherein the management keeps an eagle eye view on the markets, both domestic and foreign, related to the products, the Company manufactures and the raw materials required. The management also monitors the socio-economic changes worldwide and the changes in the currency parameters viz-a-viz Indian market and foreign markets inter-se, currency and socio economic parameters.
The Board members are regularly informed about the potential risks, their assessment and minimization procedures. The Board frames a plan for elimination / minimization of the risk and further lays out the steps for implementing and monitoring of the risk management plan.
There are no risks which in the opinion of the Board are of the nature that can threaten the existence of the Company. However, the risks inter-se that are generally dealt in regular course of business and have to be taken care of are fluctuations in foreign exchange rates and raw material prices.
MATERIAL CHANGES AND COMMITMENTS:
No material changes or a commitment which may affect the financial position of the Company has been occurred between the end of the financial year of the Company and the date of this report.
BOARD EVALUATION:
The Board annually evaluates its performance as well as the performances of its Committees and of Directors individually.
For evaluating the performance of the Board as a whole, the Board reviews the periodical performances of the Company and the role of the Board towards achievement of the said performances and the future plans as set out from time to time.
The performance of the Whole Time Directors is evaluated by the Board by linking it directly with their devotion towards implementation and management of the growth parameters of the Company and the actual achievements of the Company.
The performance of the Non Executive / Independent Directors is evaluated on the basis of their contribution for adopting better corporate governance practices, transparency and disclosures in achieving the goal of the Company.
The performance of the various Committees of the Board is reviewed on the basis of the achievement of the work designated to the specific committee.
RELATED PARTY TRANSACTIONS:
During the year no contract or arrangement was entered by the Company in terms of the provisions of Section 188(1) of the Companies Act, 2013.
Form AOC-2 detailing the related party transactions is annexed herewith as Annexure ''H.
The policy to deal with the related party transactions is uploaded on the Company''s website. The web link of the same is http://kanplas.com/wp-content/uploads/Policy-on-Related-Party-Transactions. pdf.
COMPANYS'' POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. The Company has duly constituted the Nomination and Remuneration Committee of the Board and the committee interalia periodically evaluates:
1. The need for change in composition and size of the Board;
2. Recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance.
3. Recommend the policy for remuneration of Directors, KMPs & other senior level employees of the Company and review the same in accordance with the performance of the Company and industry trend.
The Remuneration Policy is annexed herewith as Annexure ''I'' which forms part of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE.
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that: -
i) In the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
ii) 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 or loss of the Company for that period;
iii) 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;
iv) The Directors had prepared the Annual Accounts of the Company on a going concern basis.
v) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
vi) 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.
ACKNOWLEDGEMENT:
Your Directors express their sincere gratitude for overwhelming cooperation and assistance received from State Bank of India, other Government Agencies and esteemed customers for their continued patronage and support during the year.
Your Directors also place on record their appreciation for the contribution made by all the Officers, Staff and Workmen. The consistent growth of your Company was made possible by their hard work, cooperation and support.
Your Directors also take this opportunity to place on record their gratitude to the Members for their continued support and confidence with the Company.
For and on behalf of the Board
Place: Kanpur (SHASHANK AGARWAL) (MANOJ AGARWAL)
Date : 29th July, 2016 Director (Technical) Managing Director
Mar 31, 2015
TO THE MEMBERS,
The Directors have pleasure in submitting the 44th Annual Report
together with Audited Accounts for the year ended 31st March, 2015.
FINANCIAL RESULTS :
(Rs. in Lacs)
2014-15 2013-14
Sale of products 24600.12 21219.27
Other Income 321.78 231.85
Total Income 24921.90 21451.12
Net Profit After Tax 1144.90 1086.96
Appropriations:
Transfer to General Reserve 30.00 30.00
Transfer to Gratuity Reserve Fund - 30.00
Proposed Equity Dividend 95.51 95.51
Dividend on Preference Shares 24.00 24.00
Tax on Dividend 23.89 20.32
Balance carried to Balance Sheet 971.50 887.13
REVIEW OF OPERATIONS:
During the year under review, your Company has achieved yet another
milestone by crossing a record turnover of about Rs. 250 Crores. It is a
matter of great satisfaction that your Company has continued to grow
steadily. The inroads made into North America have started to become
steady business. Your Company continues to lay emphasis on value added
products and is creating the infrastructure towards that goal.
During the year your Company successfully installed the region''s
first Roof Top Solar Plant and has shown a bold initiative towards
renewable energy.
Margins came under pressure during the later part of the year due to
the drastic fall in value of the Euro. Accordingly, the bottom line of
your Company has increased by only 5% and reached to Rs. 11.45 Crores as
against Rs. 10.87 Crores in the earlier year.
The trading activities as Del Credere Associate Cum Consignment
Stockist of Indian Oil Corporation Limited (IOCL) have stabilized and
is showing improved performance.
CREDIT RATING ON CREDIT FACILITIES FROM BANK:
Your Company''s financial discipline and prudence is reflected in the
Credit Rating affimed by the CRISIL as under: Long Term Rating : CRISIL
BBB/Stable
Short Term Rating : CRISIL A3
DIVIDEND:
Your Directors have recommended a dividend @ 12% (i.e. Rs. 1.20) per
Equity Share for the financial year 2014-15. Dividend on Preference
Shares is being recommended @ 12% according to the terms of their
issue.
PROSPECTS:
Your Company continues to expand its manufacturing facilities.
Technological upgradation in its plant and machinery is an ongoing
process which will further improve the performance of your Company. The
management continues to lay emphasis on exports of value added products
and expanding the export market is your Company''s priority.
The third Multifilament Yarn Plant has stabilized and the product has
been established in the market. The management is exploring new avenues
in this segment.
The outlook for the current financial year looks robust and positive.
The withdrawal of Focus Product Scheme on our products in the newly
announced export import policy will have only a marginal impact on the
profitability of your Company due to the steps taken by the management
to increase the value realization. The current year will also show
increased volumes due to which the profitability is likely to improve.
DEPOSITS:
Your Company has taken Deposits from Corporates, Directors, Promoters
and their relatives. The outstanding balance of which is Rs. 333.49 Lacs
(including interest accrued thereon) as on 31/03/2015. In view of
Section 73 to 76 of the Companies Act, 2013 read with Companies
(Acceptance of Deposit) Rules, 2014 all the deposits held by the
Company are exempted deposits.
DIRECTORS:
Shri Shashank Agarwal, Director is retiring by rotation at the ensuing
Annual General Meeting and is eligible for re-appointment. In view of
the valuable guidance and support received from him, your Directors
recommend his re-appointment.
Dr. G. N. Mathur has vacated his office of Director w.e.f. 04/02/2015
as he could not attend the meetings of the Board for a period of 12
months. The Board acknowledges his valuable contribution and guidance
during his tenure.
Dr. R. G. Bagla was appointed as Additional Director (Independent)
w.e.f. 25/05/2015 and being eligible offer himself to be appointed as
Director in ensuing Annual General Meeting.
During the year your Company has conducted 06 meetings of the Board of
Directors. The details of the meeting and attendance therein are given
under Corporate Governance Report.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement, Report on Corporate
Governance and Management Discussion & Analysis Report are annexed to
the Annual Report as Annexure ''A'' which forms part of this Report.
The Auditors'' Certificate certifying that the Company has complied
with the requirements of Corporate Governance in terms of Clause 49 of
the Listing Agreement is attached and forms the part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information as per Section 134(3)(m) of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014 relating to conservation of
energy, technology absorption and foreign exchange earnings and outgo
for the financial year 2014-15 are annexed as Annexure ''B'' which
forms part of this Report.
PARTICULARS OF EMPLOYEES:
The information required under Section 197(12) of the Companies Act,
1956 read with the Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed as
Annexure ''C'' which forms part of this Report.
No employee of the Company covered under any of the clauses of Rule
5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration )
Rules, 2014 are furnished in Annexure ''D'' and is attached to this
Report.
LISTING:
The Equity Shares of Company continue to be listed at Bombay Stock
Exchange. We confirm that the Annual Listing Fees for the financial
year 2015-16 has been paid.
AUDITORS:
I STATUTORYAUDITORS
M/s Pandey & Co., Chartered Accountants, were appointed as Statutory
Auditors of your Company for a period of 3 years in the Annual General
Meeting held on 10/09/2014. Their continuance of appointment is placed
for ratification at the ensuing Annual General Meeting. The Company has
received a certificate from the above Auditors to the effect that if
their appointment is ratified, it would be in accordance with the
provisions of Section 141 of the Companies Act, 2013.
There was no qualification, reservation or adverse remark made by the
Auditors in their respective report.
II COST AUDITORS
In view of the Companies (Cost Records and Audit) Rules, 2014, Cost
Audit is not applicable on your Company. ID. SECRETARIALAUDITORS
The Company has appointed M/s Adesh Tandon & Associates, Practicing
Company Secretaries as the Secretarial Auditors of your Company for the
year 2014-15. There was no qualification, reservation or adverse remark
made by the Auditor in their respective report. The Secretarial Audit
Report, as placed by the Auditor is annexed with this Report as
Annexure ''E''.
IV INTERNALAUDITORS:
The Company has appointed M/s Kapoor & Tandon, Chartered Accountants as
the Internal Auditors of the Company for the year 2014-15. Their report
is placed before the Audit Committee of the Company from time to time.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control with reference to
the financial statements. All the transactions are properly authorized,
recorded and reported to the Management. The Company is following all
the applicable Accounting Standards for properly maintaining the books
of accounts and reporting financial statements. The internal auditor of
the company checks and verifies the internal control and monitors them
in accordance with policy adopted by your Company. Company ensure
proper and adequate systems and procedures commensurate with its size
and nature of its business.
CORPORATE SOCIAL RESPONSIBILITY
In terms of Section 135 and Schedule VII of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility) Rules, 2014
the Board of Directors of your Company has constituted a CSR Committee
the details of which are given in Corporate Governance Report. CSR
Committee of the Board has developed a CSR Policy which is enclosed and
forms part of this report as Annexure -''F''.
Annual report on CSR as required under rule 8(1) of the Companies
(Corporate Social Responsibility) Rules, 2014 is annexed with this
report as Annexure ''G''.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your Company has not made any loan or given any Guarantees or made any
investment under Section 186 of the Companies Act, 2013.
VIGIL MECHANISM (WHISTLE BLOWER POLICY)
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its
Powers) Rules, 2014 and revised Clause 49 of the Listing Agreement, a
Vigil Mechanism for directors and employees to report genuine concerns
about unethical behaviour, actual or suspected fraud or violation of
the Company''s code of conduct or ethics policy has been established.
The Vigil Mechanism Policy has been uploaded on the website of the
Company.
RISK MANAGEMENT
The Company follows the risk management policy wherein the management
keeps an eagle eye view on the markets, both domestic and foreign,
related to the products, the Company manufactures and the raw materials
required. The management also monitors the socio-economic changes
worldwide and the changes in the currency parameters viz- a-viz indian
market and foreign markets inter-se, currency and socio economic
parameters.
The Board members are regularly informed about the potential risks,
their assessment and minimization procedures. The Board frames a plan
for elimination / minimization of the risk and further lays out the
steps for implementing and monitoring of the risk management plan.
There are no risks which in the opinion of the Board are of the nature
that can threaten the existence of the Company. However, the risks
inter-se that are generally dealt in regular course of business and
have to be taken care of are fluctuations in foreign exchange rates and
raw material prices.
MATERIAL CHANGES AND COMMITMENTS :
No material changes or commitments which may affect the financial
position of the Company has been occurred between the end of the
financial year of the Company and the date of this report.
BOARD EVALUATION:
The Board annually evaluate its performance as well as the performances
of its Committees and of Directors individually.
For evaluating the performance of the Board as a whole, the Board
reviews the periodical performances of the Company and the role of the
Board towards achievement of the said performances and the future plans
as set out from time to time.
The performance of the Whole Time Directors is evaluated by the Board
by linking it directly with their devotion towards implementation and
management of the growth parameters of the Company and the actual
achievements of the Company.
The performance of the Non Executive / Independent Directors is
evaluated on the basis of their contribution for adopting better
corporate governance practices, transparency and disclosures in
achieving the goal of the Company.
The performance of the various Committees of the Board is reviewed on
the basis of the achievement of the work designated to the specific
committee.
RELATED PARTY TRANSACTIONS:
During the year no contract or arrangement was entered by the Company
in terms of the provisions of Section 188(1) of the Companies Act,
2013.
Form AOC-2 detailing the related party transactions is annexed herewith
as Annexure ''H''.
The policy to deal with the related party transactions is uploaded on
the company''s website. The weblink of the same is
http://kanplas.com/wp-content/uploads/Policy-on-Related-Party-Transactions.pdf.
COMPANYS'' POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive and
independent directors to maintain the independence
of the Board, and separate its functions of governance and management.
The Company has duly constituted the Nomination and Remuneration
Committee of the Board and the committee interalia periodically
evaluates:
1. The need for change in composition and size of the Board;
2. Recommend/review remuneration of the Managing Director(s) and
Whole-time Director(s) based on their performance.
3. Recommend the policy for remuneration of Directors, KMPs & other
senior level employees of the Company and review the same in accordance
with the performance of the Company and industry trend.
The Remuneration Policy is annexed herewith as Annexure ''I'' which
forms part of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS
IN FUTURE.
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to clause (c) of sub-section 3 of Section 134 of the Companies
Act, 2013, the Board of Directors of the Company hereby state and
confirm that:-
i) in the preparation of the Annual Accounts, the applicable Accounting
Standards had been followed along with proper explanation relating to
material departures;
ii) 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 or
loss of the Company for that period;
iii) 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;
iv) the Directors had prepared the Annual Accounts of the Company on a
going concern basis.
v) The directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
vi) 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.
ACKNOWLEDGEMENT:
Your Directors express their sincere gratitude for overwhelming
cooperation and assistance received from State Bank of India, other
Government Agencies and esteemed customers for their continued
patronage and support during the year.
Your Directors also place on record their appreciation for the
contribution made by all the Officers, Staff and Workmen. The
consistent growth of your Company was made possible by their hard work,
cooperation and support.
Your Directors also take this opportunity to place on record their
gratitude to the Members for their continued support and confidence
with the company.
For and on behalf of the Board
Place : Kanpur SHASHANK AGARWAL MANOJ AGARWAL
Date : 25th May, 2015 Director (Technical) Managing Director
Mar 31, 2014
TO THE MEMBERS,
The Directors have pleasure in submitting the 43rd Annual Report
together with Audited Accounts for the year ended 31st March, 2014.
FINANCIAL RESULTS :
(Rs. in Lacs)
2013-14 2012-13
Sale of products 21219.27 17,532.12
Other Income 231.85 165.75
Total Income 21451.12 17,697.87
Net Profit After Tax 1086.96 690.37
Appropriations:
Transfer to General Reserve 30.00 20.00
Transfer to Quality Claim
Reserve Fund  13.00
Transfer to Gratuity Reserve Fund 30.00 Â
Proposed Equity Dividend 95.51 79.59
Dividend on Preference Shares 24.00 24.00
Tax on Dividend 20.32 16.81
Balance carried to Balance Sheet 887.13 536.97
REVIEW OF OPERATIONS :
During the year under review, your Company has achieved a new milestone
of crossing the record turnover of Rs. 200 Crores. It is a matter of
great satisfaction that your Company has continued to grow steadily.
The greenshoots of recovery in the Global Economy have helped your
Company to improve its operations. We have made some significant
inroads in USA and Canada during the year. Your Company continues to
scale new landmarks in achievements having been awarded the prestigious
AIB Certification for food grade bags during the year. This will help
us in making inroads in the American market.
The Bottom line of your Company has remarkably increased by 57% and
reached Rs. 10.87 Crores as against Rs. 6.90 Crores in the earlier year.
The highlights of the performance of your Company are as under :
Sl No. Particulars Amount Percantage
(Rs. in Lacs) Increase / Decrease
1. Sales 21219 by 21%
2. PBIDT 2827 by 22%
3. Net Profit 1087 by 57%
The trading activities as Del Credere Associate Cum Consignment
Stockist of Indian Oil Corporation Limited (IOCL) have stabilized and
is showing improved performance. During the year under review, your
Company has also become
Del Credere Associate (DCA) of M/s JJ Plastalloy Private Limited. Thus,
trading activities will improve in the years to come contributing to
improving the bottom-line.
DIVIDEND :
In view of the better financial results, your Directors have
recommended an increased level of dividend @ 12% (i.e. Rs. 1.20) per
Equity Share for the financial year 2013-14. Dividend on Preference
Shares is being recommended @ 12% according to the terms of their
issue.
PROSPECTS :
Your Company continues to expand its manufacturing facilities.
Technological upgradation in its plant and machinery is an ongoing
process which will further improve its performance. The management
continues to lay emphasis on exports of value added products and
expanding the export market is your Company''s priority.
The second Multifilament Yarn has stabilized and as the product has
been established in the market, we are planning to expand in this area.
Plans are under preparation for further Capex in the current year.
The outlook for the current financial year looks robust and positive.
The management is hopeful of maintaining its profitability.
DEPOSITS :
Your Company has taken the deposits from the shareholders, directors
and their friends and relatives the outstanding balance of which is Rs.
322.88 Lacs (including interest accrued thereon) as on 31/03/2014. This
is to confirm that the above amount of deposit is not yet due for
payment and that there are no overdue, unpaid / unclaimed deposits. The
interest has also been paid in time to all the deposit holders.
In view of Companies Act, 2013 read with Companies (Acceptance of
Deposit) Rules, 2014 all the deposits held with the Company are
exempted deposits.
DIRECTORS :
Shri Mahesh Swarup Agarwal and Shri Sunil Mehta are the Directors
retiring by rotation at the ensuing Annual General Meeting and are
eligible for re-appointment. In view of the valuable guidance and
support received from them, your Directors recommend their
re-appointment.
The Board has re-appointed Shri Manoj Agarwal as Managing Director and
Shri Sunil Mehta as Director (Operations), subject to the approval of
shareholders in ensuing Annual General Meeting, for the further periods
of 3 and 5 years, respectively, w.e.f. 1st September, 2014.
CORPORATE GOVERNANCE :
Pursuant to Clause 49 of the Listing Agreement, Report on Corporate
Governance and Management Discussion & Analysis Report are annexed to
the Annual Report as Annexure ''A'' which forms part of this Report. The
Auditors'' Certificate certifying that the Company has complied with the
requirements of Corporate Governance in terms of Clause 49 of the
Listing Agreement is attached and forms the part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO :
Information as per Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo for the financial
year 2013-14 are annexed as Annexure ''B'' which forms part of this
Report.
PARTICULARS OF EMPLOYEES AS REQUIRED U/S 217(2A) OF THE COMPANIES ACT,
1956 :
In terms of the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of
Employees) Rules, 1975, no employee is covered under Section 217(2A) of
the Companies Act, 1956 and as such the particulars of employees are
not required to be disclosed.
LISTING :
The Equity Shares of Company continue to be listed at Bombay Stock
Exchange. We confirm that the Listing Fees for the financial year
2014-15 has been paid.
AUDITORS :
The Statutory Auditors, M/s Pandey & Company, Chartered Accountants are
retiring at the conclusion of the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment.
The Notes on Financial Statements referred to in the Auditors'' Report
are self-explanatory and do not call for any further comments.
COST AUDITOR :
Pursuant to the direction of Ministry of Corporate Affairs Cost Audit
Order No.52/26/CAB-2010 dated 24.01.2012 & 06.11.2012, read with
Section 233B of the Companies Act, 1956, the Company has appointed M/s
Rakesh Misra & Co., Cost Accountants, to conduct audit of cost
accounting records of the Company in accordance with the said order
read with the Companies (Cost Audit Report) Rules, 2011 and other
statutory updates for the Financial Year 2013-14.
The due date for filing Cost Audit Report for the year 2013-14 is 27th
September, 2014 which will be filed accordingly.
DIRECTORS'' RESPONSIBILITY STATEMENT :
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby state and confirm
that :- i) in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departures;
ii) 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 true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
iii) the Directors had taken proper and sufficient care 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) the Directors have prepared the Annual Accounts of the Company on a
going concern basis.
ACKNOWLEDGEMENT :
Your Directors express their sincere gratitude for overwhelming
cooperation and assistance received from State Bank of India, other
Government Agencies and esteemed customers for their continued
patronage and support during the year.
Your Directors also place on record their appreciation for the
contribution made by all the Officers, Staff and Workmen. The
consistent growth of your Company was made possible by their hard work,
cooperation and support.
Your Directors also take this opportunity to place on record their
gratitude to the Members for their continued support and confidence
with the company.
For and on behalf of the Board
Place :Kanpur SHASHANK AGARWAL MANOJ AGARWAL
Date : 12th August, 2014 Director (Technical) Managing Director
Mar 31, 2013
TO THE MEMBERS,
The Directors have pleasure in submitting the 42nd Annual Report
together with Audited Accounts for the year ended 31st March, 2013.
FINANCIAL RESULTS :
(Rs. in Lacs)
2012-13 2011-12
Sale of products 17,518.42 18,362.40
Other Income 162.51 333.52
Total Income 17,680.93 18,695.92
Net Profit after tax 687.13 1,036.92
Appropriation:
Transfer to General Reserve 20.00 160.00
Transfer to Quality Claim Reserve Fund 13.00
Proposed Equity Dividend 79.59 79.59
Dividend on Preference Shares 24.00 24.00
Tax on Dividend 16.81 16.81
Balance carried to Balance Sheet 533.73 756.52
REVIEW OF OPERATIONS :
Financial Year 2012-13 proved to be a challenging year due to global
economic uncertainties and disturbances which affected industries
worldwide leading to a significant impact on your Company. The
management has tried its best to stabilize the operations with some
success. During the year some highlights of the performance of your
Company are as under:
- Sales : Rs. 17,518.42 Lacs;
- PBIDT : Rs. 2,312.54 Lacs;
- Net Profit : Rs. 687.13 Lacs.
During the year your Company aggressively explored new markets with
success in new territories of South America, USA and CIS.
The silver lining is the relaxation in the JPMA where 40% of sugar &
10% of food grain have been permitted to be packed in plastic bags for
the first time by the Government. Your Company was well placed to take
advantage of this relaxation and shipped out over 30 Lacs sugar bags
and over 35 Lacs food grain bags.
The trading activities as Del Credere Associate Cum Consignment
Stockist of Indian Oil Corporation Limited (IOCL) have stabilized and
is showing improved performance with an increase of about 8% in sales.
DIVIDEND :
Your Directors recommend a dividend @ 10% (i.e. Rs. 1) per Equity Share
for the financial year 2012-13. Dividend on Preference Shares is being
recommended @ 12% according to the terms of their issue.
PROSPECTS :
While the economic situation in Europe is far from satisfactory,
initiatives taken by the management to develop new markets and some
specialized products will show positive results in the year 2013-14.
There is strong interest from USA and early signs of recovery in
Germany which will help the Company.
FIXED DEPOSITS :
The Company has total fixed deposits of Rs. 344.99 Lacs (including
interest accrued thereon) as on 31st March, 2013. This is to confirm
that there are no overdue, unpaid / unclaimed deposits. The interest
has also been paid in time to all deposit holders.
DIRECTORS :
Shri Prem S. Khamesra and Shri P. K. Goenka are the Directors retiring
by rotation at the ensuing Annual General Meeting and are eligible for
re-appointment. In view of the valuable guidance and support received
from them, your Directors recommend their re-appointment.
The Board re-appointed Shri Shashank Agarwal, Director Technical,
subject to the approval of shareholders in ensuing Annual General
Meeting, for the period from 5th June, 2013 to 31st May, 2016.
CORPORATE GOVERNANCE :
Pursuant to Clause 49 of the Listing Agreement, Report on Corporate
Governance and Management Discussion & Analysis Report are annexed to
the Annual Report as Annexure ''A'' which forms part of this Report. The
Auditors'' Certificate certifying that the Company has complied with the
requirements of Corporate Governance in terms of Clause 49 of the
Listing Agreement is attached and forms the part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO :
Information as per Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo for the financial
year 2012-13 are annexed as Annexure ''B'' which forms part of this
Report.
PARTICULARS OF EMPLOYEES AS REQUIRED U/S 217(2A) OF THE COMPANIES ACT,
1956 :
In terms of the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975, no
employee is covered under Section 217(2A) of the Companies Act, 1956
and as such the particulars of employees are not required to be
disclosed.
LISTING :
The Equity Shares of Company continue to be listed at Bombay Stock
Exchange. We confirm that the Listing Fees for the financial year
2013-14 has been paid.
AUDITORS :
The Statutory Auditors, M/s Pandey & Company, Chartered Accountants are
retiring at the conclusion of the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment.
COST AUDITOR :
Pursuant to the direction of Ministry of Corporate Affairs Cost Audit
Order No.52/26/CAB-2010 dated 24.01.2012 &
06.11.2012, read with Section 233B of the Companies Act, 1956, the
Company has appointed M/s Rakesh Misra & Co., Cost Accountants, to
conduct audit of cost accounting records of the Company in accordance
with the said order read with the Companies (Cost Audit Report) Rules,
2011 and other statutory updates for the Financial Year 2013-14.
The due date for filing Cost Audit Report for the year 2012-13 is 27th
September, 2013 which will be filed accordingly.
DIRECTORS'' RESPONSIBILITY STATEMENT :
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby state and confirm
that :- i) in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departures;
ii) 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 true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
iii) t he D irectors had taken proper and sufficient care 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) the Directors have prepared the Annual Accounts of the Company on a
going concern basis.
ACKNOWLEDGEMENT :
Your Directors place on record their sincere gratitude for overwhelming
cooperation and assistance received from State Bank of India, other
Government Agencies and esteemed customers for their continued
patronage, support, cooperation and assistance during the year.
Your Directors also place on record their appreciation for the high
degree of professionalism, whole-hearted commitment, sincere and
dedicated efforts put in by all Officers, Staff and Workmen who through
their competence, hard work and cooperation have enabled the Company to
achieve consistent growth.
Your Directors also take this opportunity to place on record their
gratitude to the Members for their continued support and confidence
with the company.
For and on behalf of the Board
Place :Kanpur SHASHANK AGARWAL MANOJ AGARWAL
Date : 27th May, 2013 Director (Technical)
Managing Director
Mar 31, 2012
The Directors have pleasure in submitting the 41st Annual Report
together with Audited Accounts for the year ended 31st March, 2012.
FINANCIAL RESULTS :
(Rs. in Lacs)
2011-12 2010-11
Sale of products 18,362.40 11,758.43
Other Income 333.52 76.74
Total Income 18,695.92 11,835.17
Net Profit after tax 1,036.92 347.27
Appropriation:
Transfer to General Reserve 160.00 -
Proposed Equity Dividend 79.59 53.06
Dividend on Preference Shares 24.00 8.00
Tax on Dividend 16.81 9.91
Balance carried to Balance Sheet 1,918.31 1,183.58
REVIEW OF OPERATIONS :
During the year, both production and sales have considerably grown,
thus there is continuous improvement in the operations of the Company.
The results of upgradation and modernization of Plant and Machinery are
evident.
It is a matter of satisfaction that the Company has achieved an all
time record in its sales and profits. The Net profit stands at Rs.
1036.92 Lacs as against Rs. 347.27 Lacs in the previous year. The
improved performance was a result of favourable market conditions
enabling the Company's successful entry into South American markets
and better capacity utilization.
During the year Bonus Shares in the ratio of 2:1 (1Bonus Equity Share
each for every 2 existing Equity Shares) were allotted to the existing
shareholders. Thus Equity Share Capital of the Company stands at Rs.
79,592,470 i.e. 79,59,247 Equity Shares of Rs. 10/- each fully paid up.
The trading activities as Del Credere Associate Cum Consignment
Stockist of Indian Oil Corporation Limited (IOCL) have stabilized and
is showing improved performance.
DIVIDEND :
Your Directors have recommended a dividend of Rs. 1/- per Equity Share
for the year 2011-12 on enhanced Equity Share Capital. Dividend on
Preference Shares is being recommended @ 12% according to the terms of
their issue.
PROSPECTS :
With the successful implementation of its modernization programmes and
activities undertaken during the year, it is expected that your Company
will continue to give improved performance in the years to come.
Encouraged by the performance in the Financial Year 2011 - 2012, the
Management is now focussing on further expanding its presence in the
international markets. The Management hopes to undertake a major
expansion in the year 2012 - 2013 to carry on the momentum of growth.
The Multifilament Yarn division has showered up opportunities in terms
of value added products which the management hopes to utilize in times
to come.
FIXED DEPOSITS :
The Company has total fixed deposits of Rs. 313.50 Lacs (including
interest accrued thereon) as on 31/03/2012. This is to confirm that
there are no overdue, unpaid / unclaimed deposits. The interest has
also been paid in time to all deposit holders.
DIRECTORS :
Shri S. M. Jain and Dr G N. Mathur are the Directors retiring by
rotation at the ensuing Annual General Meeting and are eligible for
re-appointment. In view of the valuable guidance and support received
from them, your Directors recommend their re-appointment.
Shri Mahesh Swarup Agarwal, having attained the age of 85 years has
expressed his wish to be relieved from day to day operations of the
Company and has tendered his resignation as Executive Chairman to be
effective from 1st September, 2012. The Board acknowledges and
appreciates his contributions as an able leader & valuable guide which
resulted in the extraordinary growth which the Company has achieved
during the last over 40 years from a SSI unit to the present status.
The Board regretfully accepted his resignation but recommends that he
be appointed as "Chairman Emeritus" for life on such honorarium as
the members may approve so that the Company continues to obtain his
valuable advice and guidance from time to time for the benefits of the
Company.
CORPORATE GOVERNANCE :
Pursuant to Clause 49 of the Listing Agreement, Report on Corporate
Governance and Management Discussion & Analysis Report are annexed to
the Annual Report as Annexure 'A' which forms part of this Report.
The Auditors' certificate certifying that the Company has complied
with the requirements of Corporate Governance in terms of Clause 49 of
the Listing Agreement is attached and forms the part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information as per Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo for the financial
year 2011-12 are annexed as Annexure 'B ' which forms part of this
Report.
PARTICULARS OF EMPLOYEES AS REQUIRED U/S 217(2A) OF THE COMPANIES ACT,
1956 :
In terms of the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975, no
employee is covered under Section 217(2A) of the Companies Act, 1956
and as such the particulars of employees are not required to be
disclosed.
LISTING :
The Equity Shares of Company continue to be listed at Bombay Stock
Exchange. We confirm that the Listing Fees for the financial year
2011-12 has been paid.
AUDITORS :
The Statutory Auditors, M/s Pandey & Company, Chartered Accountants are
retiring at the conclusion of the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment.
COST AUDITOR :
Pursuant to MCA Cost Audit Order No. 52/26/CAB-2010 dt. 24.01.2012 read
with Sec. 233B of the Companies Act, 1956, the Company has appointed
M/s Rakesh Misra & Co. Cost Accountants to conduct audit of Cost
accounting records of the Company in accordance with the said order
read with Companies (Cost Audit Report) Rules, 2011 & other statutory
updates for the Financial Year 2012-13.
DIRECTORS' RESPONSIBILITY STATEMENT :
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby state and confirm
that:-
i) in the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures;
ii) 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 true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
iii) the Directors had taken proper and sufficient care 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) the Directors have prepared the Annual Accounts of the Company on a
going concern basis.
ACKNOWLEDGEMENT :
Your Directors place on record their sincere gratitude and are grateful
for overwhelming cooperation and assistance received from State Bank of
India, other Government Agencies and esteemed customers for their
continued patronage, support, cooperation and assistance during the
year.
Your Directors also place on record their appreciation for the high
degree of professionalism, whole-hearted commitment, sincere and
dedicated efforts put in by all Officers, Staff and Workmen who through
their competence, hard work and cooperation have enabled the Company to
achieve consistent growth.
Your Directors also take this opportunity to place on record their
gratitude to the Members for their continued support and confidence
with the company.
For and on behalf of the Board
Place : Kanpur MAHESH SWARUP AGARWAL
Date : 07th August, 2012 Executive Chairman
Mar 31, 2010
The Directors have pleasure in presenting the 39th Annual Report
together with Audited Accounts for the year ended 31st March, 2010.
FINANCIALRESULTS :
(Rs. in Lacs)
2009-10 2008-09
Sale / Income 10276.84 10238.96
Operating Profit 825.53 683.30
Less : Interest 273.63 235.73
Less : Depreciation 154.81 162.81
Less : Adjustments relating to
earlier year - -
Profit before Tax 397.09 284.76
Less : Provision for taxation
- Current 111.00 82.00
- Deferred Tax 31.05 10.51
- Fringe Benefit Tax - 2.70
- Earlier Years 1.03 3.19
Net Profit for the year 254.01 186.36
Appropriation :
Proposed Dividend 53.06 31.84
Tax on Dividend 8.81 5.41
Balance carried to Balance Sheet 951.20 741.99
REVIEW OF OPERATIONS :
Your Directors are happy to report that in spite of global recession
and heavy fluctuation in the foreign currency rates, your Company has
maintained steady progress reporting a net profit of Rs 254.01 Lacs as
against Rs. 186.36 Lacs for earlier year after providing for income
tax. The operations continue to improve and we have processing
facilities compatible with the highest international standard in the
industry.
This is further to report, that your Company has been appointed as the
Del Credere Associate Cum Consignment Stockist of Indian Oil
Corporation Limited (IOCL) for their polymer division and, therefore
have surrendered the Consignment Stockist-ship of Gail (India) Limited.
We expect the higher basket of various polymers available from IOCL.
Thus, trading activities will improve in the years to come contributing
to improve the bottom-line.
DIVIDEND :
Your Directors have recommended a dividend of Re. 1.00 per share for
the year 2009-10 as against Rs. 0.60 per share in the earlier year.
PROSPECTS :
Your Company has further expanded its manufacturing activities by
starting operations at third location. With the facilities, both
manufacturing and trading activities, available with the Company and
looking towards the bright economic scenario in the Country where the
economy is projected to grow about 7% to 8% per annum, the Company is
well positioned to continue to improve its performance in the coming
years. With the growing demand in packaging industry, the Company has
bright prospects for its growth, both in domestic & export market.
FIXED DEPOSITS :
The Company has total fixed deposits of Rs.266.38 Lacs (including
interest accrued thereon) as on 31/03/2010. This is to confirm that
there are no overdue, unpaid / unclaimed deposits. The interest has
also been paid in time to all deposit holders.
DIRECTORS :
Dr. G. N. Mathur and Shri S. M. Jain are the Directors retiring by
rotation at the ensuing Annual General Meeting and are eligible for
re-appointment. In view of the services rendered by the said Directors
and the growth the Company has achieved under their able guidance, your
Directors recommend their re-appointment.
Shri B.L. Manchanda has tendered his resignation from the Board w.e.f.
25/03/2010 due to health reason. The Board reluctantly accepted his
resignation and place on record appreciation for valuable guidance
provided by him since the beginning.
Regretfully, the Board noted the demise of its Promoter Director Smt.
Santosh Agarwal who suddenly left for heavenly abode on 31/05/2010. As
a Promoter Director she was instrumental in guiding the growth of the
Company which was started as a small SSI unit in 1971 and has grown to
this height now. She was always the source of inspiration for the
entire Board members. The Board appreciates the role played by her and
places on record its sincere respect to the departed soul.
Shri Shashank Agarwal has been appointed as Director (Technical) w.e.f.
05/06/2010.
CORPORATE GOVERNANCE :
Pursuant to Clause 49 of the Listing Agreement, report on Corporate
Governance and Management Discussion & Analysis Report are annexed to
the Annual Report as Annexure ÃA which forms part of this report. The
Auditors certificate certifying that the Company has complied with the
requirements of the Corporate Governance in terms of Clause 49 of the
Listing Agreement is attached and forms the part of the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO :
Information as per Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo for the financial
year 2009-10 are annexed as Annexure ÃB which forms part of this
report.
PARTICULARS OF EMPLOYEESAS REQUIRED U/S 217(2A) OF THE COMPANIES ACT,
1956 :
Particulars of employees required to be disclosed in terms of the
provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 during the year
2009-10 are annexed as Annexure ÃC which forms part of this report.
LISTING :
The Equity Shares of Company continue to be listed at Bombay Stock
Exchange. We confirm that the Listing Fees for the financial year
2009-10 already has been paid to them.
The confirmation of delisting from Calcutta Stock Exchange has been
obtained by the Company during the year.
AUDITORS :
The Statutory Auditors, M/s Pandey & Company, Chartered Accountants are
retiring at the conclusion of the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment.
DIRECTORSRESPONSIBILITY STATEMENT :
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby state and confirm
that :- i) In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departures;
ii) 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 true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or Loss
of the Company for that period;
iii) The Directors had taken proper and sufficient care 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) The Directors have prepared the Annual Accounts of the Company on a
going concern basis.
ACKNOWLEDGEMENT:
Your Directors would like to place on record their sincere gratitude
for overwhelming cooperation and assistance received from State Bank of
India, other Government Agencies and esteemed customers for their
continued patronage, support, cooperation and assistance during the
year.
Your Directors also wish to place on record their appreciation for the
high degree of professionalism, whole-hearted commitment, sincere and
dedicated efforts put in by all Officers, Staff and Workmen who through
their competence, hard work and cooperation have enabled the Company to
achieve consistent growth.
Your Directors also take this opportunity to place on record their
gratitude to the Members for their continued support and confidence
with the Company.
For and on behalf of the Board
Place : Kanpur M. S. AGARWAL
Date : 5th June, 2010 Executive Chairman