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Directors Report of Kkalpana Plastick Ltd.

Mar 31, 2014

Dear Shareowners,

Kalpena Plastiks Limited,

The Directors are pleased to present the 25th Annual Report together with the audited accounts for the year ended 31st March 2014.

Financial Performance

(RsIn Lacs) Particulars 2013-2014 2012-2013

Sales & other Income 40.01 10426.23

Profit before Depreciation , Interest & Tax 9.30 14.85

Less : Depreciation 0.73 0.44

Interest 0.41 0.25

Profit before Tax 8.16 14.16

Less : Provision for Tax 2.08 2.48

Profit After Tax 6.08 11.68

Add: Profit brought forward from previous year. 35.52 23.84

Balance Carried to B/S 41.60 35.52

Operations

The Company has achieved a sales turnover (comprises mainly other income) of Rs. 0.40 Crore during the FY 2013 -14 as against Rs. 104.26 Crore in the previous year. The Profit after tax for the year is Rs. 6.08 lacs as compared to profit of Rs. 11.68 lacs in the previous year.

Dividend

Your Directors feel that there is a need to conserve resources for future plans and regret their inability to recommend any dividend for the current year.

Change of Registered Office

In order to manage the entire operations more economical and more efficient, the Company has shifted its registered office from 3, Saheed Nityananda Saha Sarani, Kolkata - 700 001 to Village: Bhasa, No. 14, P.O. & PS: Bishnupur, Diamond Harbour Road, South 24 Paraganas, WB - 743503 with effect from 01st April, 2014. Due Compliances in this regard have been completed.

Public 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.

Directors

In accordance with the provisions of the Companies Act, 2013, Mr. Deo Kishan Kalwani (DIN 03363450),

Whole Time Director 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. Kashi Nath Agarwal and Mr. Mohan Kumar Tiwary resigned from the Directorship of the Company with effect from 03rd October, 2013. Your Directors appreciate the service rendered by them to the Company.

Mr. Deo Kishan Kalwani (DIN 03363450), being appointed as Whole-Time Director of the Company with effect from 01st April, 2014. Appropriate resolution for his reappointment is being placed before you for your approval at the ensuing Annual General Meeting.

Mr. Jitendra Tiwari (DIN 00228352) and Mrs. Ananya Dey (DIN 01297763), being non-executive independent directors have submitted a declaration to the Board that they meet the criteria of independence as provided under section 149(6) of the Act. In compliance with the provisions of section 149 read with Schedule IV of the Act, the appointment of these directors as Independent Directors is now being placed before you for your approval.

Your Company has received from the Independent Directors Certificate of Independence, as enumerated in section 149(6) of the Companies Act,2013.

The brief resume and other information of the eligible directors in terms of the provisions of clause 49 of the Listing Agreement with Stock Exchanges have been detailed elsewhere in the notice. Your Directors recommends his reappointment 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, 2014 and its loss 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 Maloo & Co., Chartered Accountants, Kolkata (Firm Registration No.310062E), 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 Maloo & Co., Chartered accountants, as the Auditors of the Company upto the conclusion of next Annual General Meeting.

Cost Audit

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 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 filing 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. M/s. 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.

Industrial Relations

The Company continued to attract and retain qualified and diligent employees. Various senior and junior employees were recruited to add to the existing strength. During the year, your company maintained harmonious and cordial Industrial Relations.

Management Discussion and Analysis

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 ''A''.

Corporate Governance

A separate section on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, forming part of the Annual Report and marked as Annexure ''B''.

A certificate from the Auditors of the Company M/s Maloo & Co., Chartered Accountants, Kolkata, confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Particulars required to be furnished under Section 217(1) (e) of The Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988.

i. Part A and Part B of the Rules, pertaining to conservation of Energy and technology absorption, are not applicable to the Company

ii. Foreign Exchange earnings and outgo

Earning Nil

Outgo Nil

Acknowledgement

Your Directors wish to convey their sincere 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.

Your Directors also wish to thank to all the shareholders, customers, dealers, suppliers, bankers, financial institutions, Govt. authorities and all the other business associates for the continued support given by them to the Company and their confidence in its management.

Registered Office: By Order of the Board of Directors 14, Bishnupur, Diamond Harbour Road, Bhasa, South 24 PGS - 743503

J.Tiwari Date: 29th May, 2014. (Chairman)


Mar 31, 2013

Dear Shareholder of Kalpena Plastiks Limited

The Directors are pleased to present the 24th Annual Report together with the audited accounts for the year ended 31st March 2013.

Financial Performance (Rs. In Lacs)

Particulars 2012-2013 2011-2012

Sales & other Income 10426.23 4119.61

Profit before Depreciation , Interest & Tax 14.85 (5.72)

Less : Depreciation 0.44 0.11

Interest 0.25 0.09

Profit before Tax 14.16 (6.97)

Less : Provision for Tax 2.48 0

Profit After Tax 11.68 (6.97)

Add: Profit brought forward from previous year. 23.84 30.81

Balance Carried to B/S 35.52 23.84

Operations

The Company has achieved a sales turnover of Rs. 104.26 Crore during the FY 2012 -13 as against Rs. 41.19 Crore in the previous year. The Profit after tax for the year is Rs. 11.68 lacs as compared to loss of Rs. 6.97 lacs in the previous year.

Dividend

Your Directors feel that there is a need to conserve resources for future plans and regret their inability to recommend any dividend for the current year.

Public 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.

Directors

Mr.B.L.Bohara resigned from the Directorship of the Company with effect from 16th January, 2013. Your Directors appreciate the service rendered by him to the Company.

Mr. Kashi Nath Agarwal, Director of the company, liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

Appropriate resolution for his reappointment is being placed before you for your approval at the ensuing Annual General Meeting. The brief resume and other information of the eligible directors in terms of the provisions of clause 49 of the Listing Agreement with Stock Exchanges have been detailed elsewhere in the notice. Your Directors recommends his reappointment 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, 2013 and its loss 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 Maloo & Co., Chartered Accountants, Kolkata, retire at the conclusion of the ensuing 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.

Further, the Auditors have confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India (ICAI) and yet to receive the certificate from the ''Peer Review Board'' of ICAI. The observations of the Auditors in the Report on Accounts read with the relevant notes are self - explanatory.

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 1st April, 2014, 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 has been 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 21 7 (2A) of the Companies Act, 1 956 read with the Company (Particulars of Employees) Rules, 1975.

Industrial Relations

The Company continued to attract and retain qualified and diligent employees. Various senior and junior employees were recruited to add to the existing strength. During the year, your company maintained harmonious and cordial Industrial Relations.

Management Discussion and Analysis

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 ''A''.

Corporate Governance

A separate section on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, forming part of the Annual Report and marked as Annexure ''B''.

A certificate from the Auditors of the Company M/s Maloo & Co., Chartered Accountants, Kolkata, confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Particulars required to be furnished under Section 217(1) (e) of The Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988.

i. Part A and Part B of the Rules, pertaining to conservation of Energy and technology absorption, are not applicable to the Company

ii. Foreign Exchange earnings and outgo Earning Nil

Outgo Nil

Acknowledgement

Your Directors wish to convey their sincere 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.

Your Directors also wish to thank to all the shareholders, customers, dealers, suppliers, bankers, financial institutions, Govt. authorities and all the other business associates for the continued support given by them to the Company and their confidence in its management.

3, Saheed Nityananda Saha Sarani, For and on behalf of the Board

Kolkata 700 001

J. Tiwari

Date: 30th May, 2013 Chairman


Mar 31, 2012

The Directors are pleased to present the 23rd Annual Report together with the audited accounts for the year ended 31st March 2012.

Financial Performance (Rs. In Lacs)

Particulars 2011-2012 2010-2011

Sales & other Income 4119.61 1910.25

Profit before Depreciation, Interest & Tax (5.72) 10.53

Less : Depreciation 0.11 0.57

Interest 0.09 0.03

Profit before Tax (6.97) 9.93

Less : Provision for Tax 0 2.68

Profit After Tax (6.97) 7.25

Add : Profit brought forward from previous year. 30.81 23.56

Balance Carried to B/S 23.84 30.81

Operations

During the year 2011-12, the company has achieved a sales turnover of Rs. 41 Crore, against Rs. 19 Crore in the previous year. However, the company sufferes a loss of Rs. 6.97 lacs as against profit of Rs. 7.25 lacs in the previous year. This is mainly due to high raw material cost.

Dividend

Your Directors feel that there is a need to conserve resources for future plans and regret their inability to recommend any dividend for the current year.

Public 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.

Directors

Mr. Deo Kishan Kalwani, Director of the company, liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

Appropriate resolution for his reappointment is being placed before you for your approval at the ensuing Annual General Meeting. The brief resume and other information of the eligible directors in terms of the provisions of clause 49 of the Listing Agreement with Stock Exchanges have been detailed elsewhere in the notice. Your Directors recommends his reappointment 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, 2012 and its loss 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 Maloo & Co., Chartered Accountants, Kolkata, retire at the conclusion of the ensuing 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.

Further, the Auditors have confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India (ICAI) and yet to receive the certificate from the 'Peer Review Board' of ICAI. The observations of the Auditors in the Report on Accounts read with the relevant notes are self - explanatory.

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 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.

Industrial Relations

The Company continued to attract and retain qualified and diligent employees. Various senior and junior employees were recruited to add to the existing strength. During the year, your company maintained harmonious and cordial Industrial Relations.

Management Discussion and Analysis

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 - 'A'.

Corporate Governance

A separate section on Corporate Governance, as stipulated under Clause - 49 of the Listing Agreement with the Stock Exchanges in India, forming part of the Annual Report and marked as Annexure - 'B'.

A certificate from the Auditors of the Company M/s Maloo & Co., Chartered Accountants, Kolkata, confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Particulars required to be furnished under Section 217(1) (e) of The Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988.

i. Part A and Part B of the Rules, pertaining to conservation of Energy and technology absorption, are not applicable to the Company

ii. Foreign Exchange earning and outgo

Earning Nil

Outgo Nil

Acknowledgement

Your Directors wish to convey their sincere 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.

Your Directors also wish to thank to all the shareholders, customers, dealers, suppliers, bankers, financial institutions, Govt. authorities and all the other business associates for the continued support given by them to the Company and their confidence in its management.

Registered Office: By Order of the Board of Directors

3, Saheed Nityananda Saha

Sarani, 2nd Floor

Kolkata 700 001 J.Tiwari

(Chairman)

Date : 31st August, 2012

 
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