Mar 31, 2018
Dear Members,
On behalf of the Board of Directors, it is our pleasure to present the 33rd Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended March 31, 2018.
Summarized Financial Results
( Rs. In Lacs)
Standalone |
Consolidated |
|||
2017-18 |
2016-2017 |
2017-18 |
2016-17 |
|
Net Turnover and other Income |
177593.69 |
214789.61 |
176740.2 |
214789.99 |
Profit before Depreciation, Interest & Tax |
10943.41 |
10444.27 |
10780.36 |
10422.47 |
Less : Depreciation |
1725.66 |
1313.95 |
1732.91 |
1314.79 |
Interest |
5767.92 |
5398.4 |
5767.94 |
5398.50 |
Profit before Tax |
3449.83 |
3731.92 |
3279.51 |
3709.18 |
Less: Exceptional Item |
||||
Less : Provision for Tax |
1252.59 |
1104.09 |
1252.59 |
1104.02 |
Profit After Tax |
2197.24 |
2627.83 |
2026.91 |
2605.16 |
Add: Profit brought forward from previous year. |
15947.02 |
13319.20 |
15978.32 |
13372.81 |
Less: Impact of depreciation as per schedule II of Companies Act, 2013 |
0 |
0 |
0 |
0 |
Amount Available for Appropriation |
18144.27 |
15947.03 |
18022.70 |
15978.32 |
Appropriation |
||||
Proposed final dividend on Equity Shares |
0 |
0 |
0 |
0 |
Corporate Dividend Tax |
0 |
0 |
0 |
0 |
Transfer to General Reserve |
0 |
0 |
0 |
0 |
Surplus carried to Balance Sheet |
18144.27 |
15947.03 |
18022.70 |
15978.32 |
Indian Accounting Standards
The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated 16th February, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. IndAS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014. For your Company, Ind AS became applicable from 1st April, 2017 and the financials for Financial Year 2017-18 have been prepared accordingly.
Goods and Service Tax
Changes across IT systems, supply chain and operations have been made keeping in mind the sweeping changes that GST brought in. The Government had announced to go live on GST w.e.f. 01st July, 2017 and your company has adequately adapted to this transformative reform.
Industrial Scenario
The countries GDP growth for the year ended 31st March, 2018 has been 6.60% with 7.3% growth projected for the Financial Year 2018-19. India will be reversing 2 year declining GDP growth
The benefit of reforms such as recently implemented GST and Governmentâs endeavor to ease bureaucratic control will propel Indiaâs future growth. Your company is confident of getting new customers because of high quality of your companyâs output against the competitors.
Further, robust foreign exchange inflow attracted by liberalized regulation and the Governmentâs efforts to improve the ease of doing business will further bolster the Indian economy.
Operations and State of Companyâs Affairs
During the year under review, your Company achieved total revenue of Rs. 1775.94 Crores as against total revenue of Rs. 2147.90 Crores in the previous financial year. The Profit after Tax is Rs. 21.97 Crores as against Rs. 26.28 Crores in the previous year.
Future Prospects
Your company is making continuous endeavor to enter into new areas of global markets. The high standard of research and development will ensure cost reduction and cost control which primarily affects the bottom line of any company.
Dividend
Your directors have pleasure in recommending payment of dividend @ 12% (Rs. 0.24p per equity share of face value Rs. 2/- each) to the equity shareholders of the Company for the Financial Year ended 31st March, 2018. The total outgo (excluding taxes as applicable) will be Rs. 225.78 lacs.
Transfer of Amount to Investor Education and Protection Fund
Dividend for the financial year ended 31st March, 2011, which remains unpaid or unclaimed for a period of seven years, will be due for transfer to Investor Education and Protection Fund (IEPF) on 18th December, 2018. Members who have not yet enchased their dividend warrants for the financial year ended 31st March, 2011 or any subsequent financial years, are requested to lodge their claims without any delay.
Pursuant to the provisions of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e.23.09.2017), with the Ministry of Corporate Affairs.
Share Capital
There is no change in the Share Capital of the Company. As on 31st March, 2018, the paid up equity share capital of the company stood at Rs. 1881.46 lacs divided into 94072930 equity shares of face value Rs. 2/- each.
Fixed Deposits
Your Company has not accepted any deposits from public and /or shareholders during the year under review, within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and accordingly as of 31st March, 2018, there were no unpaid fixed deposits with the Company.
Transfer to General Reserve
The Company proposes not to transfer any funds out of its total profit of Rs. 21.79 Crore for the financial year to the General Reserve.
Research and Development
Your Company recognizes that Research & Development plays a critical role in supporting current operations as well as future growth. Your Company has focused its attention on development of Products that have wide industrial applications, particularly in cable, piping, packaging and footwear industries.
Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Rajesh Kothari (DIN -02168932), Whole Time Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.
Further, the Board, on recommendation of Nomination & Remuneration Committee, at its meeting held on 30th May, 2018, approved the reappointment of Dr. Pranab Ranjan Mukherjee as Whole Time Director for a period of one year w.e.f 01st October, 2018 , subject to the approval of the members. Accordingly, approval of the members is sought for reappointments of Dr. Pranab Ranjan Mukherjee at the forthcoming AGM.
Further, Mr. Samir Kumar Dutta (DIN: 07824452) was also appointed as the Non Executive Independent Director of the Company, w.e.f. 21st June, 2017, by the members of the Company, at the Annual General Meeting of the Company held on 23rd September, 2017. He will attain the age of 75 years in December, 2018. As per Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, members of the company are required to pass special resolution to enable the concerned Non Executive Director to continue in office. The Board of Directors of your company have sought approval from members as maybe observed from Item No. 7 of the Notice convening this Annual General Meeting.
Further, the Board, on recommendation of Nomination & Remuneration Committee, at its meeting held on 30th May, 2018, designated Mr. Narrindra Suranna (DIN: 00060127), Chairman and Managing Director of the Company as also the CEO of the Company.
Ms. Tanvi Panday (ACS-31176) was also appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 01st June, 2017 pursuant to resignation of Mr. A.B. Chakrabarty (FCS-7184) from the said post.
None of the Independent Directors are due for reappointment.
Committees of the Board
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholdersâ Relationship Committee
4. Corporate Social Responsibility Committee
The details of the Committees along with their composition, number of meetings and attendance at the meeting are provided in the Corporate Governance Report.
Declaration by Independent Directors
The Company has received necessary declarations from each independent Director of the Company, pursuant to provisions of Section 149(7), confirming that they meet the criteria of Independence as prescribed both under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Familiarization Programme for Independent Directors
The Company had organized a familiarization programme for the Independent Directors as per the requirement of the Companies Act, 2013 and Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All independent directors inducted into the Board attended the orientation programme. The Company has familiarized the Independent Director with the company, their roles, rights, responsibilities in the company, nature of the Industry in which the company operates and business model of the company through various programmes. Further, at the time of the appointment of an Independent Director, the company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. The format of the letter of appointment is available under the head draft letter of appointment on our website (www.kkalpanagroup.com/investor-relations.php)
Policy on Directorâs 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. As of 31st March, 2018, the Board had 6 members, 3 of whom were executive and 3 were independent directors.
The Companyâs Policy for selection and appointment of Directors and their remuneration is based on its Nomination and Remuneration policy which, inter alia, deals with the manner of selection of the Directors and such other matters as provided under section 178(3) of the Act and 19(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The policy of the Company on directorsâ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under section 178(3) of Companies Act, 2013 is available on our website under the head Policy at www. kkalpanagroup.com/investor-relations.php.
There has been no change in the policy since last fiscal. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.
Board meetings
The Board met Six times during the financial year under review, the details of which are given in the Corporate Governance Report which is annexed and forms a part of this report. The intervening gap between two consecutive Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Directorsâ Responsibility Statement
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:
(a) in the preparation of the annual accounts, 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; and
(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively ; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Auditors & Audit
The Statutory Auditors of the Company, M/s. B.Mukherjee & Co, Chartered Accountants, Kolkata (Firm Registration No.302096E), were appointed as Statutory Auditors of the Company, at the Annual General Meeting of the Company held on 23rd September, 2017, for a period of 5 consecutive years, subject to ratification by members of the Company at every subsequent Annual General Meeting. However, as per the recent amendment of Section 139 of the Companies Act, 2013, which have been made effective from 07th May, 2018, ratification of the appointment of the auditor is no longer required. Hence the same is not proposed at the ensuing Annual General Meeting.
Further, the Auditors have confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the âPeer Review Boardâ of ICAI. The Auditorsâ Report on the accounts for the year ended 31st March, 2018 does not contain any qualification, adverse remark or observation.
Internal Auditors
The Board of Directors of your Company has re-appointed M/s. DKD & Associates, Chartered Accountants, Kolkata (Firm Registration No.322657E) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2018-2019.
Cost Auditors
Pursuant to section 148 of the Companies Act, 2013 and subject to notification of rules thereunder, the board of directors, on the recommendation of the audit committee, has appointed M/s. D. Sabyasachi & Co. (Membership N0. 00369), Cost Accountants, Kolkata, as the Cost Auditors of the Company for the financial year 2018-19. M/s. D. Sabyasachi & Co. have confirmed that their appointment is within the prescribed limits and they are free from any disqualifications as provided in section 141 of the Companies Act, 2013.
Secretarial Audit
The Board had appointed Mr. Ashok Kumar Daga (Membership No.-FCS- 2699, C.O.P No. 2948), Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2017-18. The report of the Secretarial Auditors for the Financial Year 2017-18 in Form MR-3 is annexed herewith as Annexure 1 to this report. The report is self-explanatory and does not call for any further comments.
Policies
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All applicable policies are available under the head Policy on the Companyâs website:www.kkkalpanagroup.com/investor-relations.php. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.
Corporate Social Responsibility (CSR)
The Company has a Corporate Social Responsibility Committee, constitution of which is detailed in the Corporate Governance Report forming part of this Report. In compliance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted a CSR policy which is available under the head policy at: http://www.kkalpanagroup.com/investor-relations.php. The Annual Report on CSR expenditures for the FY 2017-18 is annexed herewith and forms part of this report and marked as Annexure - 2.
Related party transactions
Your Company has formulated Policy on Related Party Transaction (RPT) which is available on Companyâs website www.kkalpanagroup.com. There were no transactions that required disclosure under section 134(3)(h) of the Act, in Form AOC-2, and hence your company has not provided any details of such related party transactions. Further, there are no material related party transactions during the year under review with the Promoters, Directors or any Key managerial Personnel which may have a potential conflict of interest with the Company at large.
Subsidiaries/ Joint Ventures / Associate Companies
M/s. Plastic Processors & Exporter Private Limited had become a Subsidiary of the Company during the financial year 2016-17 and M/s Kkalpana Plastick Limited is the Associate company of your company. The financial position of these two companies is given in Form AOC- 1 and forms part of the report as âAnnexure - 3â.
Your company holds 90% of equity in the paid up capital of M/s Plastic Processors and Exporter Private Limited and holds 36.23% of equity in the paid up capital of M/s Kkalpana Plastick Limited.
Performance of Subsidiaries, Associates and Joint Venture Companies and their contribution to the overall performance of the Company during the period
Name of the Entity |
Share in Profit and Loss |
||
Particulars |
PAT (Rs. In lacs) |
As a % age of Profit or Loss |
Amount (Rs. In Lacs) |
Kkalpana Plastick Limited- Associate Company |
11.95 |
36.23% |
4.33 |
Plastic Processors and Exporter Pvt Ltd - Subsidiary Company |
(423.98) |
90.00% |
(381.58) |
Change in nature of Business, if any
There has been no change in the nature of business of the Company. Your Company continues to be one of the leading manufacturers of Polymer compound in the Country.
Material changes and commitments affecting the financial position of the Company
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report. Particulars of Loans, Guarantees and Investments
The Company has not given loans, guarantees or made investments exceeding sixty per cent of the aggregate of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the financial statement (please refer to Note 8 and 9 to the financial statement).
Risk Management Policy
In terms of requirement of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.
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 the companyâs operations:
Disclosure as per Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has in place Internal Complaints Committee (ICC) which has been setup to redress complaints regarding Sexual Harassment. The following is the summary of Sexual Harassment complaints received and disposed off during the year under review:
No. of Complaints at the beginning of the Financial Year (i.e. 01.04.2017) - Nil
No. of Complaints received during the Financial Year (i.e. 2017-18) - Nil
No. of Complaints disposed off during the Financial Year (i.e. 2017-18) - Nil
No. of pending at the end of the Financial Year (i.e. 31.03.2018) - Nil
All employees (permanent, contractual, temporary & trainees) are covered under the captioned Act. Your directors are proud to state that working atmosphere of your company is very healthy for male and female employees/ workers.
Board Evaluation
The Company has devised a policy for performance evaluation of Independent Directors and the Board, which includes criteria for performance evaluation of the non-executive and executive Directors.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the formal annual evaluation was carried out for the Boardâs own performance, its committees & Individual Directors.
A structured performance evaluation form was prepared after taking into consideration inputs received from the Directors and on the basis of the evaluation criteria laid down by Nomination and Remuneration Committee, covering various aspects of the Boardâs functioning including adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out for the evaluation of individual Directors (both Executive and Non -executive/ Independent Directors), Board Committees and the Chairman. The Directors evaluation was broadly based on parameters such as, meeting the expectation of stakeholders, guidance and review of corporate strategy, risks, participation and attendance at Board / Committee meetings, interpersonal skills. The performance evaluation of the Chairman of the Company was undertaken by the Independent Directors taking into account the views of Executive Directors and Non -Executive Directors. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Companyâs management and the Board. The directors expressed overall satisfaction on the evaluation process. Based on the feedback of the Board Evaluation Process, appropriate measures were taken to further improve the process and other aspects.
Particulars of Employees
None of the employees, employed during the year, was in receipt of remuneration, in aggregate of Rupees 1,02,00,000 or more per annum for the financial year 2017-18, or Rs. 8,50,000 or more per month for any part of the Financial Year, as set out in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Therefore, no such details have been provided as required under section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014.
The ratio of remuneration of each Director to the median employeeâs remuneration and other details in accordance with sub-section 12 of Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this report and is marked as âAnnexure 4â
Extract of Annual Return
Pursuant to the provisions of section 92(3) and 134(3)(a) of the Companies Act, 2013 (âthe Actâ) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is annexed and is marked as âAnnexure 5â.
Vigil mechanism
Pursuant to the requirement of the Section 177(9) of the Companies Act, 2013, the Company has established vigil mechanism which also incorporates a whistle blower policy in terms of the SEBI Listing Regulations. Protected disclosures can be made by a whistle blower through an e mail or phone or letter to the chairman of Audit Committee.
Internal financial controls
The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of your Company.
Green Initiatives in Corporate Governance
Ministry of Corporate Affairs has permitted companies to send electronic copies of Annual Report, notices, etc. to the registered E-mail addresses of shareholders. Your Company has accordingly arranged to send the electronic copies of these documents to shareholders whose email addresses are registered with the Company/ Depository Participant(s), wherever applicable. In case any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request from the shareholder. For members who have not registered their e-mail addresses, physical copies are sent in permitted mode.
Human Resources and Industrial Relations
The Industrial relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of employees to the Company. Your directors wish to place on record the co-operation received from the Staff and Workers, at all levels and at all units.
Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.
Your Company has directed its efforts to reduce energy costs by focusing on energy savings through the best optimization of operations on day to day basis. The Company has used fuels in appropriate mix to attain maximum savings.
As required under Companies (Accounts) Rules, 2014, the particulars of energy conservation, Technology Absorption and Foreign Exchange Earnings and outgo is given in the prescribed format as an Annexure to the Report and marked as Annexure â6â.
Managementâs Discussion and Analysis Report
In accordance with Regulation 34 (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 , the Managementâs Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and marked as Annexure â7â.
Corporate Governance
The Company is committed to good corporate governance practices. The report on Corporate Governance for the financial year ended March 31, 2018, as per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report. The requisite Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to this Report and marked as Annexure â8â
Compliance with applicable Secretarial Standards
Your company has complied with the applicable provisions of Secretarial Standard-1, Secretarial Standard-2 and Secretarial Standard-3 issued by the Institute of Company Secretaries of India.
Acknowledgement
Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company.
Your Directors also wish to place on record their appreciation to all of the Companyâs employees and workers at all level for their enormous personal efforts as well as their collective contribution to the Companyâs performance.
For and on behalf of the Board of Directors
Narrindra Suranna
(DIN:00060127)
Chairman & Managing Director
Place: Kolkata
Date: 30.05.2018
Mar 31, 2016
Dear Members,
On behalf of the Board of Directors, it is our pleasure to present the 31st Annual Report together with the Audited Statement of Accounts of Kkalpana Industries (India) Limited ("the Company") for the year ended March 31, 2016.
SUMMARIZED FINANCIAL RESULTS (STANDALONE)
(Rs. In Lacs)
2015-2016 |
2014-2015 |
|
Net Turnover and other Income |
187657.88 |
172906.07 |
Profit before Depreciation, Interest &Tax |
10925.19 |
8980.54 |
Less : Depreciation |
1448.92 |
2123.41 |
Interest |
5104.62 |
3578.93 |
Profit before Tax |
4371.65 |
3278.19 |
Less: Exceptional Item |
2668.98 |
2471.67 |
Less : Provision for Tax |
563.32 |
365.20 |
Profit After Tax |
1139.35 |
441.33 |
Add: Profit brought forward from previous year. |
11840.90 |
11718.56 |
Less: Impact of depreciation as per schedule II of Companies Act, 2013 |
0 |
319.02 |
Amount Available for Appropriation |
12980.23 |
11840.90 |
Appropriation |
||
Proposed final dividend on Equity Shares |
0 |
0 |
Corporate Dividend Tax |
0 |
0 |
Transfer to General Reserve |
0 |
0 |
Surplus carried to Balance Sheet |
12980.23 |
11840.90 |
Dividend
Taking into consideration, increased working capital requirement and substantial increase in operation in the year 2016-17, your directors do not recommend any dividend in respect of financial year ended 31st March, 2016.
Operations and State of Company''s Affairs
During the year under review, your Company achieved total revenue of Rs. 1876.58 Crores as against total revenue of Rs. 1729.06 Crores in the previous financial year ended 31st March, 2015. The Profit after Tax is Rs. 11.39 Crores as against Rs. 04.41 Crores in the previous year.
The Company''s production and sales have recorded a significant growth over the previous year. Higher level of Capacity Utilization backed by strong volume growth, tighter cost control geared the Company to register notable performance for the year. During the year under review the Company has booked Rs. 26.68 Crores on account of loss of assets destroyed by fire.
Transfer of Amount to Investor Education and Protection Fund
Dividend for the financial year ended 31st March, 2009, which remains unpaid or unclaimed for a period of seven years, will be due for transfer to Investor Education and Protection Fund (IEPF) in the month of October, 2016. Members who have not yet enchased their dividend warrants for the financial year ended 31st March,2009 or any subsequent financial years, are requested to lodge their claims without any delay.
Pursuant to the provisions of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e.30.09.2015), with the Ministry of Corporate Affairs.
Fixed Deposits
Your Company did not invite or accept any deposits from public and /or shareholders during the year under review. As of 31st March, 2016, there were no unpaid fixed deposits with the Company.
Transfer to General Reserve
The Company proposes not to transfer any funds out of its total profit of Rs. 11.39 Crore for the financial year to the General Reserve.
Research and Development
Your Company recognizes that Research & Development plays a critical role in supporting current operations as well as future growth. Your Company has focused its attention towards development of Products that have wide industrial applications, particularly in cable, piping, packaging and footwear industries.
Insurance
The Company''s plants & machineries, factories and movables are adequately insured against various risks. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Rajesh Kumar Kothari, Whole Time Director (DIN -02168932) of the Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.
Further, the Board, on the recommendation of Nomination & Remuneration Committee approved the reappointment of Mr. Rajesh Kumar Kothari as Whole Time Director for a period of five years w.e.f 12th August,2016, subject to the approval of the members. Accordingly, approval of the members is sought for reappointment of Mr. Kothari as Whole Time Director for a period of five years effective from 12th August, 2016 in the forthcoming AGM.
The Company has received declarations from all the independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under Section 149(6) of the Companies Act,2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company has a Nomination and Remuneration Committee (NRC) and the details of the Committee and terms of reference of the NRC charter are set out in the Corporate Governance Report, which is part of the Board''s Report.
The Company''s Policy for selection and appointment of Directors and their remuneration, is based on its NRC policy which, inter alia, deals with the manner of selection of the Directors and such other matters as provided under section 178(3) of the Act and SEBI Listing Regulations.
The Company has devised a policy for performance evaluation of Independent Directors and the Board, which includes criteria for performance evaluation of the non executive and executive Directors.
The Company has also organized a familiarization programme for the Independent Directors as per the requirement of the Companies Act, 2013 along with the requirement of Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Suitable resolutions for appointment / reappointment of Directors, as referred above, will be placed for approval of the members in the forthcoming Annual General Meeting. The brief resume and other information of the concerned directors, in terms of the provisions of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been detailed in the notice convening the forthcoming Annual General Meeting.
None of the Independent Directors are due for reappointment.
Board meetings
The Board met seven times during the financial year under review, the details of which are given in the Corporate Governance Report which is annexed and forms a part of this report. The intervening gap between two consecutive Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Directors'' Responsibility Statement
Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:
(a) in the preparation of the annual accounts, 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; and
(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively ; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS & AUDIT
The Statutory Auditors of the Company, M/s. B. Mukherjee & Co, Chartered Accountants, Kolkata (Firm Registration No.302096E), retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommends the re-appointment of M/s. B.Mukherjee & Co., Chartered accountants, as the Auditors of the Company up to the conclusion of next Annual General Meeting.
Further, the Auditors have confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the ''Peer Review Board'' of ICAI. The observations of the Auditors in the Report on Accounts read with the relevant notes are self explanatory and do not call for any further comments.
Internal Auditors
The Board of Directors of your Company has re-appointed M/s. DKD & Associates, Chartered Accountants, Kolkata (Firm Registration No.322657E) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2016-2017.
Cost Auditors
Pursuant to section 148 of the Companies Act, 2013 and subject to notification of rules there under, the board of directors, on the recommendation of the audit committee, has appointed M/s. D. Sabyasachi & Co. (Membership N0. 00369), Cost Accountants, Kolkata, as the Cost Auditors of the Company for the financial year 2016-17. M/s. D. Sabyasachi & Co. have confirmed that their appointment is within the prescribed limits and they are free from any disqualifications as provided in section 141 of the Companies Act, 2013.
Secretarial Audit
The Board had appointed Mr. Ashok Kumar Daga (Membership No.-FCS- 2699), Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2015-16. The report of the Secretarial Auditors for the Financial Year 2015-16 in Form MR-3 is annexed herewith as Annexure 1 to this report. The report is self-explanatory and does not call for any further comments.
Policies
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All applicable policies are available on the Company''s website www.kkkalpanagroup.com. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.
Corporate Social Responsibility (CSR)
As per Section 135 of the Companies Act, 2013, the Company constituted a CSR Committee consisting of four Directors, as under;-
a. Mr.Narrindra Suranna Managing Director
b. Mr.R.K.Kothari Whole Time Director
c. Dr.P.R.Mukherjee Whole Time Director(Technical)
d. Mr. Nirmalendu Guha Independent Director
The composition, terms of reference, etc. of the CSR committee are laid out in the Corporate Governance Report which forms part of this Annual Report.
The CSR Committee is of the view that any expenditure, in the relevant areas, becomes beneficial to the society in general. For this purpose, the committee has identified two personnel (Senior Staff of the Company) who would advise on the matter pertaining to social tenability of amount spent so that the same has desired effect on the Socio Economy. Under the circumstances, your directors are constraint to put on record that no amount towards Corporate Social Responsibility was spent in financial year 2015-16. But, it has begun work in right earnest in the current year i.e. 2016-17.
Related party transactions
The Company has formulated a Policy on Related Party Transaction (RTP) which is available on Company''s website www.kkalpanagroup.com. There were no transactions entered with related parties for the year under review. Thus, disclosure required under section 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key managerial Personnel.
Subsidiaries/ Joint Ventures / Associate Companies
None of the company has become or ceased to become the Subsidiary or Joint venture of the Company during the financial year under review. However, the Company has one Associate company, the details as required under Section 129(3) of the Companies Act, 2013 are given in Form AOC- 1 and forms part of the report as ''Annexure - 2''.
Change in nature of Business, if any
There has been no change in the nature of business of the Company. Your Company continues to be one of the leading manufacturer of Polymer compound in the Country.
Material changes and commitments affecting the financial position of the Company
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report.
Particulars of Loans, Guarantees and Investments
The Company has not given loans, guarantees or made investments exceeding sixty per cent of the aggregate of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the financial statement (please refer to Note 12 and 13 to the financial statement).
Risk Management Policy
In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.
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.
Disclosure as per Sexual Harassment ofWomen at workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.
During the financial year 2015-16, no complaint of sexual harassment has been received by the Company.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the formal annual evaluation was carried out for the Board''s own performance, its committees & Individual Directors.
A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out for the evaluation of individual Directors (both Executive and Non - executive/ Independent Directors), Board Committees and the Chairman. The Directors evaluation was broadly based on parameters such as, meeting the expectation of stakeholders, guidance and review of corporate strategy, risks, participation and attendance at Board / Committee meetings, interpersonal skills. The performance evaluation of the Chairman of the Company was undertaken by the Independent Directors taking into account the views of Executive Directors and Non -Executive Directors. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company''s management and the Board. The directors expressed overall satisfaction on the evaluation process. Based on the feedback of the Board Evaluation Process, appropriate measures were taken to further improve the process and other aspects.
Particulars of Employees
None of the employees, employed throughout the year or part of the year, was in receipt of salary in excess of the limit set out in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Therefore, no details have been provided or required under section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The ratio of remuneration of each Director to the median employee''s remuneration and other details in accordance with sub-section 12 of Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this report as ''Annexure 3''
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 4''.
Vigil mechanism
Pursuant to the requirement of the Act, the Company has established vigil mechanism which also incorporates a whistle blower policy in terms of the SEBI Listing Regulations. Protected disclosures can be made by a whistle blower through an e mail or phone or letter to the chairman of Audit Committee.
Internal financial controls
The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.
Credit Rating
The Company has been rated by Credit Analysis & Research Limited (CARE) for its banking facilities. During the year, CARE has upgraded their ratings from BBB to A- for Long Term Banking facilities and from A2 to A2 for Short-term Banking facilities.
Share Capital
The paid up Equity Share Capital as on 31st March,2016 was Rs. 1881.46 lacs. There has not been any change in the Equity Share Capital of the Company during the year under review. During the year under review, the Company has neither issued shares with differential voting rights nor issued sweat equity or granted stock options.
Green Initiatives in Corporate Governance
Ministry of Corporate Affairs has permitted companies to send electronic copies of Annual Report, notices, etc. to the e-mail IDs of shareholders. Your Company has accordingly arranged to send the soft copies of these documents to the e-mail IDs of shareholders wherever applicable. In case any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request. They are also sent in hard copies to those shareholders whose email ids are not registered.
Human Resources and Industrial Relations
The Industrial relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of employees to the Company. Your directors wish to place on record the co-operation received from the Staffs and Workers at all levels and at all units.
Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.
Your Company has directed its efforts to reduce energy costs by focusing on energy savings through the best optimization of operations on day to day basis. The Company has used fuels in appropriate mix to attain maximum savings.
As required under Companies (Accounts) Rules, 2014, the particulars of energy conservation, Technology Absorption and Foreign Exchange Earnings and outgo is given in the prescribed format as an Annexure to the Report and marked as Annexure ''5''.
Management''s Discussion and Analysis Report
In accordance with Regulation 34 (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and marked as Annexure ''6''.
Corporate Governance
The Company is committed to observe good corporate governance practices. The report on Corporate Governance for the financial year ended March 31, 2016, as per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of this Annual Report. The requisite Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to this Report and marked as Annexure ''7''
Acknowledgement
Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Governments authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company.
Your Directors also wish to place on record their appreciation to all of the Company''s employees and workers at all level for their enormous personal efforts as well as their collective contribution to the Company''s performance.
For and on behalf of the Board of Directors
Place: Kolkata Narrindra Suranna (DIN : 00060127)
Date: 30th May, 2016 Chairman & Managing Director
Mar 31, 2014
To the Members,
The Directors have pleasure in presenting the 29th Annual Report on
the business and operation of the Company together with Audited
Statements of Accounts for the year ended 31st March, 2014.
Summarized Financial Results
(Rs In Lacs)
2013-2014 2012-2013
Net Turnover and other Income 124558.53 118009.32
Profit before Depreciation, Interest & Tax 8171.22 6884.99
Less : Depreciation 1508.30 1189.33
Interest 3853.78 2633.80
Profit before Tax 2809.14 3061.86
Less : Provision for Tax 860.71 1064.80
Profit After Tax 1948.43 1997.06
Add: Profit brought forward from previous year. 10491.09 9158.17
Amount Available for Appropriation 12439.52 11155.24
Appropriation
Proposed final dividend on Equity Shares 225.78 225.78
Corporate Dividend Tax 38.37 38.37
Transfer to General Reserve 456.82 400.00
Surplus carried to Balance Sheet 11718.55 10491.09
Operations
During the year under review, your Company achieved total revenue of
Rs. 1245.58 Crores including other income of Rs. 13.01 Crores as
against total revenue of Rs. 1180.09 Crores including other income of
Rs. 12.23 Crores in the previous financial year ended 31st March, 2013.
The Profit after Tax was Rs. 19.48 Crore f or the Current year as
against Rs. 19.97 Crore in the previous year. Despite of high finance
cost and depreciation, your company has been able to generate PAT
referred above.
The Company''s Production and Sales have recorded a significant growth
over the previous year. Further, the operational efficiency has also
resulted in Company''s financials.
The operational performance of the Company has been comprehensibly
covered in the Management Discussion and Analysis Report.
Flexible Packaging and Ink Projects
As mentioned in 27th Annual Report, your company, in order to diversify
its product concentration risk and take advantage of its in-house
compounding knowledge, has set up an ambitious flexible packaging
project at Dankuni, West Bengal. Your company has also set up a
manufacturing unit of Industrial Ink as backward integration for
Flexible Packaging unit. The commercial production has already been
started. Your company has also commenced full scale marketing
activities with its target customers so that the plant would be able to
deliver quality products to prospective customers in multiple segments
in the shortest possible time.
Dividend
Your Directors are pleased to recommend a dividend of Rs. 1.20/- per
equity share of Rs. 10/- each i.e. 12% for the f inancial year ended
March 31st, 2014.The Dividend outgo would amount to Rs.262.40 lacs
(inclusive of Dividend Distribution tax ). The dividend, subject to
approval of the shareholders at the AGM on 26th September, 2014, wi ll
be pai d to the members whose names appear i n the register of members
as on the close of the business hours on 21st September, 2014
General Reserve
Out of the amount available for appropriation for the financial year
2013-14, an amount of Rs.4 .57Crore has been transferred to the General
Reserve.
Fixed Deposits
Your Company did not invite or accept any deposits from public and /or
shareholders during the year under review. As of 31st March, 2014,
there were no fixed deposits pending with the Company
Research and Development
Your Company recognizes that Research & Development plays a critical
role in supporting current operations as wel l as future growth. Your
Company has focused its attention towards development of Products that
have wide industrial application particularly in cable, piping
packaging and footwear industry.
Insurance
The Company''s pl ants & machineries, factories and movables are
adequately insured against various risks.
Directors
In accordance with the provisions of the Companies Act, 2013, Mr.
Rajesh Kumar Kothari , Whole Time Director (DIN -02168932) of the
Company retires by rotation at the conclusion of the forthcoming Annual
General Meeting and being eligible, has offered himself for
re-appointment.
Mr.Sami r Kumar Paul and Dr. R Dasgupta have resigned from the
Directorship of the Company with effect from 01.11.2013 and 31.03.2014
respectively. The Board places on record its appreciation for the
services rendered by them to the Company.
According to Section 149 and other applicable provisions of the
Companies Act, 2013, your Directors are seeking appointment of Mr.
Nirmalendu Guha (DIN 01154485) as Independent Director for five
consecutive years, with effect from 1 st Apri l, 2014 upto 31 st March,
2019.
Suitable resoluti ons for appointment / reappointment of Di rectors, as
referred above, wil l be placed for approval of the members in the
forthcoming Annual General Meeting. The brief resume and other
information of the concerned directors, in terms of the provisions of
clause 49 of the Listing Agreement with Stock Exchanges, have been
detailed in the notice convening the forthcoming Annual General
Meeting.
Your Company has received from the Independent Directors Certificate of
Independence, as enumerated in section 149(6) of the Companies Act,
2013.
Directors'' Responsibility Statement
Pursuant to Section 217(2AA) of the Compani es Act, 1956, the Di
rectors hereby confirm that:
- in preparation of the annual accounts, the applicable accounting
standards have been fol lowed. There are no material departures from
these applicable accounting standards.
- the directors have selected such accounting policies and applied them
consistently and made judgments and esti mates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at 31st March, 2014 and its profit for the year ended on
that date.
- the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisi ons of the Act for safeguard ng the assets of the Company and
for preventing and detecting fraud and other irregularities.
- the directors have prepared the annual accounts on a going concern
basis.
Auditors & Audit
The Statutory Auditors of the Company, M/s. B.Mukherjee & Co, Chartered
Accountants, Kolkata (Firm Registration No.302096E), retire at the
ensuing Annual General Meeting and have confirmed their eligibility and
willingness to accept office, if reappointed. The Audit Committee and
the Board of Directors recommends the re-appointment of M/s.
B.Mukherjee & Co., Chartered accountants, as the Auditors of the
Company upto the conclusion of next Annual General Meeting.
Further, the Auditors have confirmed that they have undergone the peer
review process of the Institute of Chartered Accountants of India
(ICAI) and hold a valid certificate issued by the ''Peer Review Board''
of ICAI. The observations of the Auditors in the Report on Accounts
read with the relevant notes are self explanatory and do not call for
any further comments.
Internal Auditors
The Board of Di rectors of your Company has re-appointed M/s. DKD &
Associates, Chartered Accountants, Kolkata (Firm Registration
No.322657E) as Internal Auditors pursuant to the provisions of Section
138 of the Companies Act, 2013 for the financial year 2014-2015.
Cost Auditors
As per the Cost Audit Order vide no. 52/26/CAB- 2010 dated November 6,
2012, issued by the MCA under Section 233B of the old Companies Act,
1956, the board had appointed M/s. D. Sabyasachi & Co., Cost
Accountants, Kolkata to carry out the cost audit of the Company for the
financial year 2012-13. The due date for fi ling the cost audit report
for the financial year 2012-13 was September 30, 2013. This report was
filed within the prescribed time in the XBRL format with the MCA
Pursuant to section 148 of the Companies Act,2013 and subject to
notification of rules thereunder, the board of directors on the
recommendation of the audit committee appointed M/s. D. Sabyasachi &
Co., Cost Accountants, Kolkata, as the Cost Auditors of the Company for
the financial year 2014-15. Ms. D. Sabyasachi & Co. have confirmed that
their appointment is within the limits and they are free from any
disqualifications as provided in section 141 of the Companies Act,
2013.
Particulars of Employees
None of the employees employed throughout the year or part of the year
who was in receipt of salary of Rs. 5,00,000 /- or more per month or
Rs. 60,00,000 /- or more per annum, therefore, no details have been
provided or required under section 217 (2A) of the Companies Act, 1956
read with the Company (Particulars of Employees) Rules, 1975.
Human Resources and Industrial Relations
The Industrial relations of the Company with its personnel has
continued to be cordial and amicable. Your Directors acknowledge and
appreciate the efforts and dedication of employees to the Company. Your
directors wish to place on record the co-operation received from the
Staffs and Workers at al l levels and at all units.
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo.
Your Company has directed its efforts to reduce energy costs by
focusing on energy savings through the best opti mizat ion of operati
ons on a day to day basi s The Company has used fuels i n appropriate
mix to attai n maximum savings.
As required to be disclosed in terms of Section 217(1) (e) of the
Companies, Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules 1988, the
relevant data pertaining to conservation of energy, technology
absorption and foreign exchange earnings and outgo is given in the
prescribed format as an Annexure to the Report and marked as Annexure
''A''.
Management''s Discussion and Analysis Report
In accordance with Clause 49 of the Listing Agreement with the Stock
Exchanges in India, the Management''s Discussion and Analysis Report for
the year under review, is presented in a separate section forming part
of the Annual Report and marked as Annexure ''B''.
Corporate Governance
The Company believes in maintaining the highest standards of Corporate
Governance and has complied with the applicable provisions of Corporate
Governance under clause 49 of the Listing Agreement with the stock
exchanges. A detailed report on Corporate Governance, as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges in
India, is included in a separate section forming part of the Annual
Report and marked as Annexure ''C''.
A certificate from the Auditors of the Company M/s B.Mukherjee & Co.,
Chartered Accountants, Kolkata, confirming compliance of conditions of
Corporate Governance as stipulated under the aforesaid Clause 49, is
annexed to this Report.
Acknowledgement
Your Directors take this opportunity to thank the Financial
Institutions, Banks, Central and State Governments authorities,
Regulatory authorities, Stock Exchanges and al l the various
stakeholders for their continued co-operation and support to the
Company.
Your Directors also wish to place on record their appreciation to all
of the Company''s employees and workers at all level for their enormous
personal efforts as well as their collective contribution to the
Company''s performance.
For and on behalf of the Board of Directors
Place: Kolkata Narrindra Suranna
Date: 30th May, 2014 Chairman & Managing Director
Mar 31, 2013
Dear Shareowners,
The Directors take pleasure in presenting the 28th Annual Report on
the business and operation of the Company together with Audited
financial statements and accounts for the year ended 31 st March, 2013.
Financial Results
(Rs.In Lacs)
2012-2013 2011-2012
Net Turnover and other Income 117913.97 91323.21
Profit before Depreciation,
Interest & Tax 6789.63 5788.27
Less: Depreciation 1189.32 883.52
Interest 2538.44 1685.62
Profit before Tax 3061.87 3219.13
Less: Provision for Tax 1064.80 794.77
Prof it After Tax 1997.06 2424.36
Add: Profit brought forward
from previous year. 9158.17 7614.88
Amount Available for Appropriation 11155.24 10039.24
Appropriation
Proposed final dividend on Equity Shares 225.78 413.92
Corporate Dividend Tax 38.37 67.15
Transfer to General Reserve 400.00 400.00
Surplus carried to Balance Sheet 10491.09 9158.17
Operations
The Company has once again repeated an impressive performance in
polymer compounds business. Revenue from Operations and other income
for FY 2012-13 was Rs. 1179.14 Crore against Rs. 913 .23 Crore in the
previous year 2011- 12 which is higher by 29.18 % compared to previous
year. However, the PAT was Rs. 19.97 Crore for the Current year as
against Rs. 24.24 Crore in the previous year. This is mainly due to
high finance cost associated with new project at Dankuni.
The Company''s Production and Sales have recorded a significant growth
over the previous year. Higher level of Capacity utilization backed by
a strong volume growth, tighter cost control geared the company to
register notable performance for the year, in spite of a miniscule
price increase. Your Company has consciously been following a policy of
steady growth in production for last several years.
Expansion
The Company successfully completed the expansion plan at Surangi, with
capacity of handling 200000 TPA of the Company''s products. The
production capacity of Bhiwadi, Daman and Silvasa - II has been shifted
to this unit. This unit is producing various grades of Compounds which
include XLPE, HFFR, Filled PP for furniture & appliances. Filled PE
Compounds for antifab used for Woven Sack, white and black Master
Batches, Rigid and Flexible PVC Compound used for Cable Insulation,
Footwear & Pipe Jointing and other value added composition like Zero
Halogen Fire Retardant Compound and Engineering Plastics. The Company
continued its on-going effort to increase all - round efficiency and
reduced cost.
New Projects
As mentioned in 27th Annual Report, your company, in order to diversify
its product concentration risk and take advantage of its in-house
compounding knowledge, has set up an ambitious flexible packaging
project at Dankuni, West Bengal. A state of the art flexible packaging
unit, complete with blown and extrusion film lines, printing,
lamination, slitting and pouching facilities along with ink making
facilities in Bhasa, West Bengal. The total project cost is estimated
at Rs 150 Crores. The commercial production is expected to commence
from 1st September, 2013. Your company has also commenced full scale
pre-marketing activities with its target customers so that the plant,
once commissioned, would be able to deliver quality products to
prospective customers in multiple segments in the shortest possible
time.
Dividend
Your Directors are pleased to recommend a dividend of Rs. 1.20/- per
equity share of Rs. 10/- each i.e. 12% for the financial year ended
March 31st, 2013.The Dividend outgo would amount to Rs.264.15 lacs
(inclusive of Dividend Distribution tax ). The dividend, subject to
approval of the shareholders at the AGM on 26th September, 2013, will
be paid to the members whose names appear in the register of members as
on the date of book closure for the AGM.
General Reserve
Out of the amount available for appropriation for the financial year
2012-13, an amount of Rs.4 Crore has been transferred to the General
Reserve.
Fixed Deposits
Your Company has not accepted any fixed deposit during the year under
review in terms of Section 58A of the Companies Act, 1956 read with
Companies (Acceptance of Deposit) Rules, 1975 and hence no amount of
principal or interest was outstanding as at the Balance Sheet date.
Research and Development
Your Company recognizes that Research & Development plays a critical
role in supporting current operations as well as future growth. Your
Company has focused its attention towards development of Products that
have wide industrial application particularly in cable, piping,
packaging and footwear industry.
Insurance
The Company''s plants & machineries, factories and movables are
adequately insured against various risks. Directors
Mr.lndranil Dasgupta resigned from the Directorship of the Company with
effect from 16th November, 2012. Your Directors appreciate the service
rendered by him to the Company.
The Board has appointed Mr. Samir Kumar Paul as Additional Director of
the Company with effect from 15th February, 2013. Pursuant to section
260 of the Companies Act, 1956, Mr. Samir Kumar Paul would hold office
upto the date of the ensuing Annual General Meeting. However, the
company has received requisite notice from a member under section 257
of the Companies Act 1956, proposing the name of Mr. Paul as a
candidate for the office of director liable to retire by rotation.
Mr. Nirmalendu Guha, Director liable to retire by rotation at the
conclusion of the forthcoming Annual General Meeting and being
eligible, has offered himself for re-appointment.
Suitable resolutions for appointment/ reappointment of Directors, as
referred above, will be placed for approval of the members in the
forthcoming Annual General Meeting. The brief resume and other
information of the concerned directors, in terms of the provisions of
clause 49 of the Listing Agreement with Stock Exchanges, have been
detailed in the notice convening the forthcoming Annual General
Meeting.
Directors'' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby confirm that:
- in preparation of the annual accounts, the applicable accounting
standards have been followed. There are no material departures from
these applicable accounting standards.
- the directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at 31 st March, 2013 and its profit for the year ended
on that date.
- the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
- the directors have prepared the annual accounts on a going concern
basis. Auditors and Auditors'' Report
The Statutory Auditors of the Company M/s. B.Mukherjee & Co, Chartered
Accountants, Kolkata, retire at the conclusion of this Annual General
Meeting of the Company and confirmed their willingness and eligibility
for re-appointment, if made, will be within the limits under section
224(1 B) of the Companies Act, 1956 and that they are not disqualified
for re-appointment within the meaning of section 226 of the Companies
Act, 1956.
The Audit Committee and the Board of Directors of your Company
recommend the re-appointment of M/s. B.Mukherjee & Co., Chartered
Accountants, as the Statutory Auditors of your Company. Members are
requested to consider their re- appointment as auditors of your Company
to hold office from the conclusion of ensuing AGM to the conclusion of
next AGM on remuneration to be decided by the Board of Directors, based
on recommendation of the Audit Committee of your Company.
Further, the Auditors have confirmed that they have undergone the peer
review process of the Institute of Chartered Accountants of India
(ICAI) and hold a valid certificate issued by the ''Peer Review Board''
of ICAI. The observations of the Auditors in the Report on Accounts
read with the relevant notes are self explanatory and do not call for
any further comments.
Cost Audit
M/s. D. Sabyasachi & Co., Cost Accountants, Kolkata have been appointed
as Cost Auditors of the Company for the Financial Year 2013-14,
commencing 1 st April, 2013, subject to approval of the Central
Government. Compliance Audit relating to ''PVC Compound'' for the year
ended 31st March, 2013, has been conducted by the said cost auditors
and related report was submitted to the Ministry of Corporate Affairs,
Government of India within the prescribed time.
Particulars of Employees
None of the employees employed throughout the year or part of the year
who was in receipt of salary of Rs. 5,00,000 /- or more per month or
Rs. 60,00,000/- or more per annum, therefore, no details have been
provided or required under section 217 (2A) of the Companies Act, 1956
read with the Company (Particulars of Employees) Rules, 1975.
Human Resources and Industrial Relations
The Industrial relations of the Company with its personnel has
continued to be cordial and amicable.t Your Directors acknowledge and
appreciate the efforts and dedication of employees to the Company. Your
directors wish to place on record the co-operation received from the
Staffs and Workers at all levels and at all units.
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo.
Our Company has directed its efforts to reduce energy costs by focusing
on energy savings through the best optimization of operations on a day
to day basis. The Company has used fuels in appropriate mix to attain
maximum savings.
As required to be disclosed in terms of Section 217(1) (e) of the
Companies, Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules 1988, the
relevant data pertaining to conservation of energy, technology
absorption and foreign exchange earnings and outgo is given in the
prescribed format as an Annexure to the Report and marked as Annexure
''A*.
Management''s Discussion and Analysis Report
In accordance with Clause 49 of the Listing Agreement with the Stock
Exchanges in India, the Management''s Discussion and Analysis Report for
the year under review, is presented in a separate section forming part
of the Annual Report and marked as Annexure''B''.
Corporate Governance
The Company believes in maintaining the highest standards of Corporate
Governance and has complied with the applicable provisions of Corporate
Governance under clause 49 of the Listing Agreement with the stock
exchanges. A detailed report on Corporate Governance, as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges in
India, is included in a separate section forming part of the Annual
Report and marked as Annexure ''C.
A certificate from the Auditors of the Company M/s B.Mukherjee & Co.,
Chartered Accountants, Kolkata, confirming compliance of conditions of
Corporate Governance as stipulated under the aforesaid Clause 49, is
annexed to this Report.
Acknowledgement
Your Directors take this opportunity to thank the Financial
Institutions, Banks, Central and State Governments authorities,
Regulatory authorities. Stock Exchanges and all the various
stakeholders for their continued co-operation and support to the
Company.
Your Directors also wish to place on record their appreciation to all
of the Company''s employees and workers at all level for their enormous
personal efforts as well as their collective contribution to the
Company''s performance.
For and on behalf of the Board of Directors
Place: Kolkata Narrindra Suranna
Date: 14th August, 2013 Chairman & Managing Director
Mar 31, 2012
Dear Shareowners,
The Directors take pleasure in presenting the 27th Annual Report on
the business and operation of the Company together with Audited
financial statements and accounts for the year ended 31st March, 2012.
Highlights
The key highlights for the financial year 2011-12 are:
Increase in net Sales by 7.74 % to Rs. 913 Crore.
Increase in PBDIT by 21 % to Rs.57.88 Crore.
Increase in PAT by 26 % to Rs. 24.24 Crore.
Financial Results
( Rs. In Lacs)
2011-2012 2010-2011
Net Turnover and other Income 91323.21 84758.47
Profit before Depreciation,
Interest & Tax 5788.27 4780.94
Less : Depreciation 883.52 705.41
Interest 1685.62 1298.81
Profit before Tax 3219.13 2776.72
Less : Provision for Tax 794.77 863.50
Profit After Tax 2424.35 1913.22
Add: Profit brought forward from
previous year. 7614.88 6663.97
Add: Balance b/f from Amalgamating
Company 0 (81.22)
Amount Available for Appropriation 10039.24 8495.96
Appropriation
Proposed final dividend on
Equity Shares 413.92 413.92
Corporate Dividend Tax 67.15 67.15
Transfer to General Reserve 400.00 400.00
Surplus carried to Balance Sheet 9158.17 7614.89
Operations
The Company has repeated an impressive performance in polymer compounds
business. Revenue from Operations and other income for FY 2011-12 was Rs.
913 .23 Crore higher by 7.74% compared to Rs. 847.58 Crore in the
previous year and PAT was Rs. 24.24 Crore for the Current year as against
Rs. 19.13 Crore in the previous year.
The Company's Production and Sales have recorded a significant growth
over the previous year. Higher level of Capacity utilization backed by
a strong volume growth, tighter cost control geared the company to
register notable performance for the year, in spite of a miniscule
price increase. Your Company has consciously been following a policy of
steady growth in production for last several years.
Expansion
The Company is in the process of commissioning a new production unit at
Surangi, Silvasa with capacity of handling 200000 TPA of our products.
Once the project is completed, production capacity of Bhiwadi, Daman
and
Silvasa à II will be shifted to new unit. The new unit will produce
various grade of Compounds which includes XLPE, HFFR, Filled PP for
furniture & appliances, Filled PE Compounds for antifab used for Woven
Sack, white and black Master Batches, Rigid and Flexible PVC Compound
used for Cable Insulation, Footwear & Pipe Jointing and other value
added composition like Zero Halogen Fire Retardant Compound and
Engineering Plastics. The Company continued its on-going effort to
increase all à round efficiency and reduced cost.
New Projects
Your company, in order to diversify its product concentration risk and
take advantage of its in-house compounding knowledge has decided to
embark on an ambitious flexible packaging project in West Bengal. A
state of the art flexible packaging unit, complete with blown and
extrusion film lines, printing, lamination, slitting and pouching
facilities is being set up in Dankuni along with ink making facilities
in Bhasa. The total project cost is estimated at Rs 120 Crores and is
expected to generate net profit returns in excess of 10% when fully
operational. The facilities are expected to be commissioned
progressively through in between January and December 2013. Your
company has also commenced full scale pre-marketing activities with its
target customers so that the plant, once commissioned, would be able to
deliver quality products to prospective customers in multiple segments
in the shortest possible time.
Dividend
Your Directors are pleased to recommend a dividend of Rs. 2.20/- per
equity share of Rs. 10/- each i.e. 22% for the financial year ended March
31st, 2012.The Dividend outgo would amount to Rs. 481.07 lacs (inclusive
of Dividend Distribution tax of Rs. 67.15 lacs). The dividend subject to
approval of the shareholders at the AGM on 28th September, 2012, will
be paid to the members whose names appear in the register of members as
on the date of book closure for the AGM.
General Reserve
Out of the amount available for appropriation for the financial year
2011-12, an amount of Rs. 4 Crore has been transferred to the General
Reserve.
Fixed Deposits
Your Company has not accepted any fixed deposit during the year under
review in terms of Section 58A of the Companies Act, 1956 read with
Companies (Acceptance of Deposit) Rules, 1975 and hence no amount of
principal or interest was outstanding as at the Balance Sheet date.
Listing of Shares
During the year under review 320000 equity shares of Rs. 10/- each
allotted to the shareholders of Bavaria Poly Private Limited, pursuant
to the scheme of amalgamation, were listed on BSE and CSE.
Research and Development
Your Company recognizes that Research & Development plays a critical
role in supporting current operations as well as in future growth. Your
Company has focused its attention towards development of Products that
have wide industrial application particularly in cable, piping,
packaging and footwear industry.
Insurance
The Company's plants & machineries, factories and movables are
adequately insured against various risks.
Directors
Shri D.C. Surana ceased to a Director on the Board due to his sudden
demise on 14th January, 2012. The Board of Directors places on record
its sincere appreciation of the valuable contributions made by Late
Shri D.C. Surana during his tenure of office.
The Board has appointed Mr. Nilay Guha as Additional Director of the
Company with effect from 11th February, 2012. Pursuant to section 260
of the Companies Act, 1956, Mr. Nilay Guha would hold office upto the
date of the ensuing Annual General Meeting. However, the company has
received requisite notice from a member under section 257 of the
Companies Act 1956, proposing the name of Mr. Guha as a candidate for
the office of director liable to retire by rotation.
The Board of Directors has also appointed Mr. Indranil Dasgupta as a
Whole-Time-Director of the Company subject to approval of the members,
for a period of three years with effect from 11 th February, 2012.
Dr. R.Dasgupta, Director is due to retire by rotation at the conclusion
of the forthcoming Annual General Meeting and being eligible, has
offered himself for reappointment.
Suitable resolutions for appointment/reappointment of Director, as
referred above, will be placed for approval of the members in the
forthcomming Annual General Meeting. The brief resume and other
information of the conserned directors, in terms of the provisions of
clause 49 of the Listing Agreement with Stock Exchanges, have been
detailed in the notice convening the forthcomming Annual General
Meeting.
Directors' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby confirm that:
- in preparation of the annual accounts, the applicable accounting
standards have been followed. There are no material departures from
these applicable accounting standards.
- the directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at 31st March, 2012 and its profit for the year ended on
that date.
- the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
- the directors have prepared the annual accounts on a going concern
basis. Auditors and Auditors' Report
The Statutory Auditors of the Company, M/s D.C. Dharewa & Co.,
Chartered Accountants, Kolkata, retire at the conclusion of the ensuing
Annual General Meeting of the Company and confirmed their willingness
and eligibility for reappointment, if made, will be within the limits
under section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for reappointment within the meaning of section 226 of the
Companies Act, 1956.
Further, the Auditors have confirmed that they have undergone the peer
review process of the Institute of Chartered Accountants of India
(ICAI) and hold a valid certificate issued by the 'Peer Review Board'
of ICAI. The observations of the Auditors in the Report on Accounts
read with the relevant notes are self - explanatory and do not call for
any further comments.
Cost Audit
M/s. D. Sabyasachi & Co., Cost Accountants, Kolkata have been appointed
as Cost Auditors of the Company for the Financial Year 2012-13
commencing 1st April, 2012, subject to approval of the Central
Government. Compliance Audit relating to 'PVC Compound' for the year
ended 31st March, 2012, has been conducted by the said cost auditors
and related report will be submitted to the Ministry of Corporate
Affairs, Government of India within the prescribed time.
Particulars of Employees
None of the employees employed throughout the year or part of the year
who was in receipt of salary of Rs. 5,00,000 /- or more per month orRs.
60,00,000 /- or more per annum, therefore, no details have been
provided or required under section 217 (2A) of the Companies Act, 1956
read with the Company (Particulars of Employees) Rules, 1975.
Human Resources and Industrial Relations
The Industrial relations of the Company with its personnel has
continued to be cordial and amicable. Your Directors acknowledge and
appreciate the efforts and dedication of employees to the Company. Your
directors wish to place on record the co-operation received from the
Staffs and Workers at all levels and at all units.
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo.
Our Company has directed its efforts to reduce energy costs by focusing
on energy savings through the best optimization of operations on a day
to day basis. The Company has used fuels in appropriate mix to attain
maximum savings.
As required to be disclosed in terms of Section 217(1) (e) of the
Companies, Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules 1988, the
relevant data pertaining to conservation of energy, technology
absorption and foreign exchange earnings and outgo is given in the
prescribed format as an Annexure to the Report and marked as Annexure
Ã'A'.
Management's Discussion and Analysis Report
In accordance with Clause à 49 of the Listing Agreement with the Stock
Exchanges in India, the Management's Discussion and Analysis Report for
the year under review, is presented in a separate section forming part
of the Annual Report and marked as Annexure à 'B'.
Corporate Governance
The Company believes in maintaining the highest standards of Corporate
Governance and has complied with the applicable provisions of Corporate
Governance under clause 49 of the Listing Agreement with the stock
exchanges. A detailed report on Corporate Governance, as stipulated
under Clause à 49 of the Listing Agreement with the Stock Exchanges in
India, is included in a separate section forming part of the Annual
Report and marked as Annexure à C.
A certificate from the Auditors of the Company M/s D. C. Dharewa & Co.,
Chartered Accountants, Kolkata, confirming compliance of conditions of
Corporate Governance as stipulated under the aforesaid Clause 49, is
annexed to this Report.
Acknowledgement
Your Directors take this opportunity to thank the Financial
Institutions, Banks, Central and State Governments authorities,
Regulatory authorities, Stock Exchanges and all the various
stakeholders for their continued co-operation and support to the
Company.
Your Directors also wish to place on record their appreciation to all
of the Company's employees and workers at all level for their enormous
personal efforts as well as their collective contribution to the
Company's performance.
For and on behalf of the Board of Directors
Place: Kolkata Narrindra Suranna
Date: 24th August, 2012 Chairman & Managing Director
Mar 31, 2010
The Directors are pleased to present the 25th Annual Report and the
Audited Accounts for the financial year ended 31st March, 2010.
Amalgamation of Alkom Speciality Compounds Limited with the Company
Alkom Speciality Compounds Limited (ASCL) has been amalgamated with the
Company. The Scheme of Amalgamation was sanctioned by the Honble High
Court at Calcutta vide order dated 3rd August, 2010. Certified copy of
the same was received on 26th August, 2010. The scheme became effective
on 27th August, 2010 and the appointed date of the scheme being
1stApril, 2009.
The Amalgamation follows the Companys philosophy of creating enduring
value of all its stakeholders. The amalgamation creates a platform for
value enhancing growth and reinforces the Companys position as market
leader.
Financial Results
The Assets and Liabilities of ASCL and its operating results have been
incorporated in the Companys books with effect from April 1st, 2009
(Appointed Date). The financial performance of the Company, for the
year ended March 31, 2010 is summarized below:
(Rs. in Thousand)
Particulars 2009-2010 2008-2009
Net Turnover and other Income 7,244,087 6,041,097
Profit before Depreciation,
Interest & Tax 5,60,977 4,04,636
Less : Depreciation 56,737 42,941
Interest 1,09,570 96,283
Profit before Tax 3,94,670 2,65,412
Less : Provision for Tax 93,491 46,532
Profit After Tax 3,01,179 2,18,880
Less : Prior Period Expenses 2,116 365
Net Profit for the year 2,99,063 2,18,515
Add: Profit brought forward
from previous year. 4,80,138 3,14,656
Balance B/F from Amalgamating Company (3,164) 0
Amount Available for Appropriation 7,76,037 5,33,171
Appropriation
Proposed final dividend on Equity Shares 25,418 23,107
Corporate Dividend Tax 4,222 3,927
Transfer to General Reserve 80,000 26,000
Surplus carried to Balance Sheet 6,66,397 4,80,137
(Financial Results for the year 2009-2010 include figures of ASCL and
therefore to that extent are not comparable with the figures for
2008-2009)
Operations
During the year 2009-10, the company has achieved a sales turnover of
Rs. 724.41 Crore , against Rs. 604.11 Crore in the previous year. The
profit after tax for the current year is Rs. 29.91 Crore in comparision
to Rs. 21.85 Core in the previous year. The current year figures
include the figure of Alkom Speciality Compounds Limited.
The Companys Production and Sales have recorded a significant growth
over the previous year. Capacity utilization was also higher as
compared to industrys average.Your Company has consciously been
following a policy of steady growth in production for last several
years.
The Company is commissioning a new production unit at Dulagarh, near
Kolkata, West Bengal having installed capacity of 60,000 MT per annum.
The new unit will prouce various grade of Compounds which includes
XLPE, Filled PP for furniture & appliances, Filled PE Compounds for
antifab used for Woven Sack, white and black Master Batches, Rigid and
Flexible PVC Compound used for Cable Insulation, Footwear & Pipe
Jointing and other value added composition like Zero Halogen Fire
Retardant Compound and Engineering Plastics. The Company continued its
on-going effort to increase all-round efficiency and reduced cost.
It is heartening that the Company has achieved highest ever operating
profit (PBIDT) at Rs. 56 Corere as compared to Rs. 40 Crore in the
previous year, a gowth of 40%
Dividend
Based on the Companys performance, the Directors are pleased to
recommend for approval of the members a dividend of Rs. 2.20/- per
equity share i.e. 22% for the financial year ended March 31st, 2010,
which if approved by the members, will be paid within the specified
period. The total cash outflow of dividend including dividend tax on
Equity Shares of the Company would be aggregate of Rs. 296.40 Lacs
resulting in a payout of 9.91% of the profits of the Company.
Transfer to Reserves
The Company proposes to transfer Rs. 800 Lacs to the General Reserve
out of the amount available for appropriations.
Preferential Issue of Convertible Warrants.
In order to meet the funding requirements of normal capital
expenditure, new acquisitions, to improve manufacturing facilities,
repayment of high cost loans and other corporate purposes of the
Company, your company has issued and allotted 60,00,000 warrants
convertible into equity shares of the Company to promoters and
strategic investors at a price of Rs. 80 /- per warrant including
premium of Rs. 70/- per warrant on preferential basis on 27th November,
2009.The warrants shall be converted into equity shares within 18
months from the date of allotment.
Fixed Deposits
Your Company has not accepted any fixed deposit during the year under
review in terms of Section 58A of the Companies Act, 1956 read with
Companies (Acceptance of Deposit) Rules, 1975 and hence no amount of
principal or interest was outstanding as at the Balance Sheet date.
Research and Development
Your Company recognizes that Research & Development plays a critical
role in supporting current operations as well as in future growth. Your
Company has focused its attention towards development of Products that
have wide industrial application particularly in cable, piping and
footwear industry.
Insurance
The Companys plants & machineries, factories and other movables are
adequately insured against various risks
Directors
The office of Dr. Rupak Dasgupta, Director is due to retire by rotation
at the conclusion of the forthcoming Annual General Meeting and being
eligible, offer himself for re-appointment.
Appropriate resolution for his re-appointment is being placed before
you for your approval at the ensuing Annual General Meeting. The brief
resume and other information in terms of the provisions of clause 49 of
the Listing Agreement with Stock Exchanges have been detailed elsewhere
in the notice. Your Directors recommend his re- appointment as Director
of your Company.
Directors Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby confirm that:
- in preparation of the annual accounts, the appropriate accounting
standards have been followed. There are no material departures from
these applicable accounting standards.
- the directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at 31st March, 2010 and its profit for the year ended on
that date.
- the directors have taken proper and sufficient care for the
maintenance of adequate accounting care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities.
- the directors have prepared the annual accounts on a going concern
basis.
Auditors
M/s D.C. Dharewa & Co., Chartered Accountants, Auditors of the Company,
retire at the conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment.
The Company has received letter from the auditor to the effect that
their re-appointment, if made, would be within the limits prescribed
under Section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for such re-appointment within the meaning of Section 226
of the Companies Act, 1956. Further, the Auditors have confirmed that
they have undergone the peer review process of the Institute of
Chartered Accountants of India (ICAI) and hold a valid certificate
issued by the Peer Review Board of ICAI. The observations of the
Auditors in the Report on Accounts read with the relevant notes are
self - explanatory.
Particulars of Employees
None of the employees employed throughout the year or part of the year
who was in receipt of salary of Rs. 2,00,000 /- or more per month or
Rs. 24,00,000 /- or more per annum, therefore, no details have been
provided or required under section 217 (2A) of the Companies Act, 1956
read with the Company (Particulars of Employees) Rules, 1975.
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo.
Our Company has directed its efforts to reduce energy costs by focusing
on energy savings through the best optimization of operations on a day
to day basis. The Company has used fuels in appropriate mix to attain
maximum savings.
As required to be disclosed in terms of Section 217(1) (e) of the
Companies, Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules 1988, the
relevant data pertaining to conservation of energy, technology
absorption and foreign exchange earnings and outgo is given in the
prescribed format as an Annexure to the Report and marked as
Annexure-A .
Managements Discussion and Analysis Report
Managements Discussion and Analysis Report for the year under review,
as stipulated under Clause à 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report and marked as
Annexure - B.
Corporate Governance
Our Company has complied with the applicable provisions of Corporate
Governance under clause 49 of the Listing Agreement with the stock
exchanges. A separate report on Corporate Governance, as stipulated
under Clause à 49 of the Listing Agreement with the Stock Exchanges in
India, is included in a separate section forming part of the Annual
Report and marked as Annexure - C.
A certificate from the Auditors of the Company M/s D. C. Dharewa & Co.,
Chartered Accountants, confirming compliance of Corporate Governance as
stipulated under the aforesaid Clause 49, is annexed to this Report.
Acknowledgement
Your Directors place on record their sincere appreciation for
significant contribution made by the employees and workers at all level
through their dedication, hard work and commitment.
Your Directors also placed on record their appreciation for the
continued support from the Shareholders, Suppliers, Customers,
Government Departments and Authorities, Bankers, other Business
Associates and its Employees.
On behalf of the Board of Director of
Kalpena Industries Limited
D. C. Surana
Chairman
Date: 1st Day of September, 2010
Place: Kolkata