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Directors Report of TCPL Packaging Ltd.

Mar 31, 2022

Your directors have pleasure in submitting the Thirty Fourth Annual Report along with Audited Financial Statement for the Financial Year ended on 31st March 2022.

FINANCIAL RESULTS

Your Company''s performance during the Financial Year 2021-22 is summarized below:

('' in Lakhs)

Standalone

Consolidated

Particulars

Year

Year

Year

Year

2021-22

2020-21

2021-22

2020-21

Sales

105586.14

88635.48

106537.55

88635.48

% Increase over previous year

19.12

1.85

20.20

1.85

Other Income

2254.22

2001.22

2322.78

2001.22

Sales including Other Income

107840.36

90636.70

108860.33

90636.70

EBIDTA

15887.88

13627.25

15786.68

13600.75

EBIDTA % of Net Sales

15.05

15.37

14.82

15.34

From which have been deducted:

Interest / Finance Charges

3338.51

3715.85

3417.56

3715.85

Leaving a cash profit of

12549.37

9911.40

12369.12

9884.90

Depreciation

5525.62

5149.99

5593.03

5149.99

Profit Before Tax

7023.75

4761.41

6776.09

4734.91

Provision for Tax

1850.00

1570.00

1850.00

1570.00

Provision for Deferred Taxation

248.00

(182.51)

239.08

(182.51)

Profit After Tax

4925.75

3373.92

4687.01

3347.42

Other Comprehensive Income

86.85

131.83

87.92

131.83

Leaving a balance of

5012.60

3505.75

4774.92

3479.25

DIVIDEND

As per the Dividend Policy of your Company, your Directors recommend a dividend of Rs.10.00 per equity share. The pay-out on account of dividend amounts to Rs.910.00 lakhs, and this corresponds to 20% of the profit for the year 2021-22. Your Directors are pleased to note that this is the highest dividend the company has paid out in its history. This year also marks the twenty-second year of continuous dividend payout for the company.

Dividend, if approved by the Members in the ensuing Annual General Meeting, would be subject to deduction of tax at source as per provisions of Income Tax Act, 1961, as applicable.

The Board of Directors of your company has approved and adopted the dividend distribution policy of the company and dividend declared/recommended are in accordance with the said Policy. In terms of the Policy, Equity Shareholders of the Company may expect Dividend if the Company has surplus funds and after taking into consideration relevant internal and external factors enumerated in the policy for declaration of dividend. The policy also enumerates that the Company would endeavor to maintain a total dividend pay-out ratio around 20% of the consolidated Profits after Tax (PAT) of the Company in any Financial Year. The dividend distribution policy is available on the weblink https://www.tcpl.in/wp-content/uploads/2021/05/Dividend-Distribution-Policy.pdf

WORKING REVIEW

Your directors are extremely pleased to state that the company has crossed a milestone revenue of Rs.1000 Crores during the year under review for the first time. The performance of the company has been extremely encouraging and the revenues have grown by 20.20% on consolidated basis and 19.12% on standalone basis over the previous year. Even more heartening is the growth in exports at 25.92% to reach a revenue of approximately Rs. 250.00 crores for year ended 31st March, 2022. Another first has been to achieve a revenue in excess of Rs. 300.00 crores in a quarter which was achieved in the last quarter for the year, Rs.323.14 Crores on consolidated and Rs. 316.04 on standalone basis (Q4 ended March 22) v/s Rs.243 Crores for the Q4 FY 21.

Your directors are pleased to inform that despite the Covid-related disruption and massive unprecedented ongoing inflation in all input costs, the EBIDTA margin as a percentage of sales, has been a healthy 14.82% on consolidated basis and 15.05% on standalone basis during the year as compared to 15.34% on consolidated basis and 15.37 % on standalone basis for the previous year.

Despite the setback from the second wave of Covid-19 in Q1, FY22 was a recovery year for the Indian economy, and offtake for your company''s products have seen a recovery compared to the lows of the first and second waves of the pandemic. However, the country, and indeed the entire world, is witnessing high inflationary conditions particularly in the last few months. This unprecedented and massive inflation has impacted volume growth for consumer goods, resulting in demand growth for packaging products being fairly subdued. Despite this, your Company has been able to add new customers and strengthen its share of business in existing customers, which resulted in a growth of sales as mentioned above. Additionally, the Company has been able to keep a tight control on costs and process wastage, which resulted in achievement of healthy margins.

FUTURE PROSPECTS

The entire world was affected by the outbreak of Covid-19 which originated in China in December 2019 and spread rapidly across the globe. This adversely affected the business in periods during the past two years, but due to a lot of initiatives by the Government and the resilience inherent in India, the economy has recovered quite smartly. Also, India has been able to administer vaccination to a vast majority of its population, hence the risk of another significant outbreak is very unlikely. As a result, your directors are very confident of a good performance in the years ahead, as packaging is a high growth sector with bright future prospects.

Your company has completed expansion at its flexible packaging plant and has more than doubled its capacity. This expansion was completed in the last week of March 2022 and has now gone into commercial production. Besides, the company has also expanded its offset capacity by adding a new printing line at its Goa plant. With these capacity additions, the company is well poised to manage the higher demand which is expected going forward.

During the year, your company has also set-up TCPL Innofilms Private Limited, the wholly owned subsidiary to manufacture blown polyethylene (PE) films. The unique technology being employed in this unit enables us to offer specially oriented PE films to replace typically stiffer films like Polyester (PET). Such specially oriented PE films, once laminated with another layer of sealant PE film, will result in a mono-polymer packaging product. Being a single polymer family, this will be a recyclable product. This development will help in replacing current multi-polymer, non-recyclable products prevalent in the market. This unique plant is one of a kind and your company will be amongst the very few companies in India to be equipped with such capability. The machines for this new plant in Silvassa are under protocol testing and will commence commercial production shortly.

During the year your company has also acquired a majority stake in Creative Offset Printers Private Ltd (COPPL), a company based in Greater Noida which specializes in manufacture of printed rigid boxes and leaflets for the mobile phone and consumer electronics industry. COPPL is now a subsidiary of your company. Subsequent to the takeover, your company has further invested in modernizing the plant and improving the manufacturing process, besides catering to the working capital needs of the business. The rigid box segment is a high potential and value added segment, with a growing profile in segments such as consumer electronics, cosmetics, perfumes and fragrances, liquor, and sweets.

The investments in TCPL Innofilms and COPPL are indicative of your management''s confidence in the growth prospects for sustainable packaging solutions. Your Directors feel that for such type of goods of mass and day to day consumption, the demand in a country of the size and population of India, shall always be robust, irrespective of temporary slowdowns. As such, your directors are confident that your Company will continue its growth in the years ahead.

The year under review has seen unprecedented fluctuation in raw material pricing besides lack of availability and longer lead times. The situation is now getting better but prices for most raw materials remain at elevated levels. Although it has always been the endeavour of the management to pass such costs on to customers, price increases of such magnitude are certainly a challenge to pass on entirely. Further, there can be a lag effect in passing on cost increases to customers, negatively impacting margins in the short term. Despite this difficulty however, your company has largely succeeded in maintaining margins for the year under review.

Although recent disruptions due to Russia''s invasion on Ukraine as well as China''s stringent Zero Covid policy have caused substantial supply chain difficulties and contributed to the current inflation, there has been a noticeable shift in sentiment in the Western world away from authoritarian nations like Russia and China. The resultant "China 1" policy represents a compelling opportunity for Indian exports. Your company''s management is trying its best to exploit any such opportunity.

Your company''s management shall endeavour to continue to focus on cutting costs and concentrate on better productivity so as to overcome these uncertain and difficult times.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act 2013 and the Company''s Articles of Association, Mr. Saket Kanoria and Mr. Akshay Kanoria, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The information of Mr. Saket Kanoria and Mr. Akshay Kanoria as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (herein after referred to as Listing Regulations) are provided in annexure to the Notice. The Board recommends their re-appointment for the consideration of the Members of the Company at this Annual General Meeting

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations and that their names are registered in the data bank as per Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to the Directors Responsibilities Statement, it is hereby confirmed.

(a) In the preparation of the annual financial statement for the year ended 31st March 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any:

(b) 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 at the end of the financial year and of the profit and loss of the company for that year.

(c) The directors have 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 have prepared the annual accounts on a going concern basis.

(e) The directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

The following persons are the Key Managerial Personnel in terms of Section 203 of the Companies Act, 2013:

Sr.

No.

Name of the Person

Designation

1.

Mr. K. K. Kanoria

Executive Chairman

2.

Mr. Saket Kanoria

Managing Director

3.

Mr. Akshay Kanoria

Executive Director

4.

Mr. S. G. Nanavati

Executive Director

5.

Mr. Vivek Poddar

Chief Financial Officer*

6.

Mr. Harish Anchan

Company Secretary

* Mr. Vivek Poddar has sought retirement after 31st March 2022 and Mr. Jitendra Jain has been appointed as CFO with effect from 1st April 2022.

NUMBER OF BOARD MEETINGS

During the year under review 5 (five) meetings of Board of Directors of the Company were held on 28th May 2021, 22nd June 2021, 12th August 2021, 3rd November 2021 and 7th February 2022. The details of the number of meetings of the Board held during the Financial Year 2021-22 and the attendance therein forms part of the Report on Corporate Governance. In view of the pandemic related travel restrictions, all Board meetings took place virtually. Measures were taken to ensure security of information and confidentiality of process, and at the same time, ensuring convenience of the Board members. The Company Secretary and the Chairman of the meeting(s) ensured that all the applicable provisions related to the holding of meetings through video conferencing were complied with for such virtual meetings. During the year under review, the Board accepted all recommendations made to it by its various Committees.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review Creative Offset Printers Private Limited became subsidiary of the Company. TCPL Innofilms Private Limited and TCPL Middle East FZE continue to be wholly owned subsidiaries of your Company. TCPL Middle East FZE has started its activities during the year under review and TCPL Innofilms Private Limited is yet to start its commercial activities. The Company do not have any associates and joint venture Companies.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

CORPORATE GOVERNANCE

It has always been the Company''s endeavor to operate in a fair and transparent manner with the highest standards of Corporate Governance. The Company complies with the requirements of Listing Regulations.

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Statutory Auditors confirming the compliance of conditions on Corporate Governance as stipulated in Listing Regulations is given as annexure to this effect.

AUDIT COMMITTEE

Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the composition of the Audit Committee is disclosed as under:

Sr.

No.

Name

Position

1.

Mr. Atul Sud

Chairman - Independent Director

2.

Mr. Sudhir Merchant

Member - Independent Director

3.

Mr. Sunil Talati

Member - Independent Director

The Board of Directors of the Company accepted all the recommendations of the Audit Committee during the year. During the year 4 (four) Audit Committee Meetings were held on, 28th May 2021, 12th August.2021, 3rd November 2021 and 7th February 2022.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the provisions of section 178(5) of the Companies Act, 2013, the composition of the Stakeholders Relationship Committee is as under :

Sr.

No.

Name

Position

1

Mr. Sudhir Merchant

Chairman - Independent Director

2

Mr. Atul Sud

Member - Independent Director

3

Mr. Rabindra Jhunjhunwala

Member - Independent Director

During the financial year four meetings of the Stakeholders Relationship Committee were held on 28thMay 2021, 12th August.2021, 3rd November 2021 and 7th February 2022.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of section 178(1) of the Companies Act, 2013, the composition of the Nomination and Remuneration Committee is as under:

Sr.

No.

Name

Position

1

Mr. Sudhir Merchant

Chairman - Independent Director

2

Mr. Atul Sud

Member - Independent Director

3

Mr. Sunil Talati

Member - Independent Director

4

Mr. Rabindra Jhunjhunwala

Member - Independent Director

During the financial year the Nomination and Remuneration Committee 7th February 2022

were held on 24th May 2021, 15th June 2021 and

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The CSR Committee of the Company, consists of the following members :-

Sr.

No.

Name

Position

1

Mr. Sudhir Merchant

Chairman - Independent Director

2

Mr. Saket Kanoria

Member - Managing Director

3

Mr. Rishav Kanoria

Member - Director

A policy on the (CSR) formulated by the CSR Committee is available at the website of the Company www.tcpl.in. The Company has spent adequately the amount required to be spent on CSR activities during the financial year. The required details of expenditure incurred under CSR Programs in the prescribed format is annexed to the Directors'' Report. The meeting of CSR Committee was held on 27th May 2021.

RISK MANAGEMENT COMMITTEE

The composition of the Risk Management Committee is in conformity with the requirements of Listing Regulations. The composition of the Committee is as under :-

Sr. No.

Name

Position

1

Mr. Rabindra Jhunjhunwala

Chairman - Independent Director

2

Mr. K K Kanoria

Member - Executive Chairman

3

Mr. Saket Kanoria

Member - Managing Director

4

Mr. Rishav Kanoria

Member -Director

During the financial year under review the Meeting of Risk Management Committee was held on 7th February 2022 and 23rd March 2022. The Company has adopted a Risk Management Policy aimed to ensure resilience for sustainable growth and sound corporate governance by having a process of risk identification and management in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review the Company has not given any loans. However, the Company has given corporate guarantee towards borrowings made by its Subsidiary Companies namely Creative Offset Printers Private Limited and TCPL Innofilms Private Limited, to their respective Bankers. The company during the year under review has subscribed to additional 4000000 equity shares of Rs.10 each of TCPL Innofilms Private Limited the wholly owned subsidiary of the Company. During the year under review the Company acquired 123600 equity shares of Creative Offset Printers Private Limited (COPPL) and thereafter it also subscribed for 212405 equity shares of COPPL. As a result of the acquisition of 336005 shares, the Company now holds 80.31 % stake of COPPL as on 31st March 2022.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which might have potential conflict with the interest of the Company at large. Accordingly, the disclosure of related parties transactions as required under section 134(3)(h) of the Companies Act , 2013 in form AOC-2 is not applicable. All Related Parties Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are placed before the Audit Committee and the Board for review on a quarterly basis. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration drawn by self or their relative in capacity of the Director or otherwise and sitting fees. A policy on dealing with Related Party Transactions is available on the website of the Company www.tcpl.in

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed during the year under review. The performance evaluation of the Chairman and the Non- Independent Directors were carried out by the Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process. The separate meeting of Independent Directors was held on 28th May 2021. The determined criteria for performance evaluation were as follows:

i. Attendance.

ii. Willingness to spend time and effort to know more about the company and its business.

iii. Contribution towards business development, management of affairs of company, corporate governance.

iv. Contribution to developments of various Policies such as Remuneration Policy, Board''s Diversity Policy, Related Party Transaction Policy & Vigil Mechanism Policy

v. Sharing of knowledge and experience for the benefit of the Company.

vi. Following up matters whenever they have expressed their opinion

vii. Updated with the latest developments in areas such as corporate governance framework and financial reporting and in the industry and market conditions

viii. Achievement of business plans, labour relation, litigation, attrition level of employees, compensation policy, vigil mechanism, establishment and implementation of internal control system etc.

The familiarizing programme for the independent directors of the company, regarding their roles, rights, responsibilities in the Company, nature of the industry in which the company operates, business model of the company, etc. was duly conducted. The details of familiarization programme are disclosed on the website of the Company www.tcpl.in

MATERIAL CHANGES AND COMMITMENTS

There are no material changes, except as discussed above affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relates and the date of the report.

POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION

The Company has adopted a "Nomination & Remuneration Policy" which inter-alia includes Company''s policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors. The Policy broadly lays down the guiding principles, philosophy and basis for payment of remuneration to Executive and Non-executive Directors, key managerial personnel, senior management and other employees. The Nomination & Remuneration Policy of the Company has been posted on the website of the Company www.tcpl.in

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics Policy. This mechanism provides adequate safeguards against victimization of directors/employees to deal within stance of fraud and mismanagement, if any. The Vigil Mechanism Policy inter alia provides a direct access to the complainant to the Chairman of the Audit Committee of the Company. The Vigil Mechanism Policy of the Company is also posted on the Company''s website www.tcpl.in

RISK MANAGEMENT

The Company being a manufacturer of the packaging material is always exposed to the general risks such as government regulations and policies, statutory compliances and economy related risks as well as market related risks. The Company from time to time identifies such risks and has put in its place appropriate measures for mitigating such risks. The Company''s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks.

BUSINESS RESPONSIBILITY REPORT

The business responsibility report describing the initiatives taken by the Company from an environmental, social and governance perspective is annexed and forms an integral part of this Report.

SEXUAL HARASSMENT POLICY

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year 2021-22:

a) No of complaints received: Nil

b) No of complaints disposed of: N.A.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company''s website www.tcpl.in

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

A detailed disclosure with regards to the IEPF during the year under review forms part of the Report on Corporate Governance SIGNIFICANT REGULATORY OR COURT ORDERS

During the Financial Year 2021-22, there are no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditor on compliances or of the Statutory Auditors in their report on Financial Statements for the Financial Year 2021-22.

The Secretarial Audit Report for Financial year 2021-22 forms part of Annual Report as Annexure to the Board''s Report.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made thereunder.

SHARE CAPITAL

As on 31st March 2022, the authorised share capital of the Company is Rs.10.00 crores divided into 10000000 equity shares of Rs. 10/- each and the paid-up equity share capital is Rs.9.10 crores comprising of 9100000 equity shares of Rs. 10 each fully paid up.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31st March 2022 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as "the Act") read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgements relating to the financial statements are made on a prudent basis, to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended 31st March 2022. The Notes to the Financial Statements forms an integral part of this Report.

Disclosures of transactions of the Company with any person or entity belonging to the promoter/promoter group, in the format prescribed in the relevant accounting standards for annual results is detailed in the notes to accounts and not repeated here.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There are 1906 employees on the Company''s payroll as on 31st March 2022. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the top ten employees in terms of remuneration drawn and employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in the Annual Report, which forms part of this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all the units and management development programs to upgrade skills of manager. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO A. CONSERVATION OF ENERGY

Steps taken or impact on conservation of energy:

The Company is making continuous efforts on ongoing basis for energy conservation by adopting innovative measures to reduce wastage and optimize consumption. Some of the specific measures undertaken by the Company in this direction at its units located at Silvassa, Haridwar, Goa and Guwahati are as under:

1. Installation of Energy efficient compressor with heat recovery having lower specific energy consumption for generation of compressed air.

2. Installation of Energy efficient fans in humidification plants.

3. Installation of LED Lights and conversion of conventional choke enabled lights to power saving LED lights.

4. Addition of Variable Frequency Drive for humidifier blower motor, cooling tower fan motor, cooling tower water pump, Reverse Osmosis plant pump and reducing the speed without affecting the performance resulting into power saving.

5. Replacement of V belts by composite V belts, thereby reducing the transmission losses and increasing the efficiency of the Equipment''s.

6. Electronics based power factor controllers are placed to save energy.

These measures have led to power saving, reduced maintenance time and cost, improved hygienic condition and consistency in quality and improved productivity. The Company has also invested and commissioned 210 KVA roof top solar power generation at two of its plants in Silvassa during the year under review. These are functioning satisfactorily and are very beneficial from a return on investment besides environmental point of view.

The company has installed 561 Kwp Rooftop solar system in Guwahati in November 2021. Your directors are considering investing in creating more such capacities in the current year.

B. TECHNOLOGY ABSORPTION

As explained in the Management Discussion analysis the company has installed solar panels on the rooftop which has been very successfully commissioned. Further there is continuous effort to replace older technology with newer ones saving energy and enhancing efficiency.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earned Rs. 234.88 Crores

Foreign Exchange Outgo Rs. 100.06 Crores

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS

Your Company remains committed to improve the effectiveness of internal financial controls and processes which would help in efficient conduct of its business operations, ensure security to its assets and timely preparation of reliable financial information. The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors. The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly. The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Statutory Auditors and the Internal Auditors are invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any. There are no observations of Statutory Auditors as well as Internal Auditors.

STATUTORY AUDITORS

M/s. Singhi & Co., Chartered Accountants, Firm Registration No. 302049E were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 29th Annual General Meeting (AGM) of the Members held on 9th August 2017, until the conclusion of the 34th AGM of the Company. M/s. Singhi & Co. is eligible for re-appointment for a second term of 5 (Five) years and have provided a written confirmation that they are willing and eligible for reappointment and are not disqualified to be reappointed in terms of the applicable provisions of the Companies Act, 2013 and the Rules framed thereunder. Upon recommendation by the Audit Committee, the Board of Directors of the Company, at its Meeting held on 25th May 2022 has recommended for approval of the Shareholders at the ensuing 34th AGM of the Company, the re-appointment of M/s. Singhi & Co. Chartered Accountants, as the "Statutory Auditors" of the Company, for a second term of 5 (Five) Years, to hold office from the conclusion of the 34th AGM till the conclusion of the 39th AGM.

There is no audit qualification, reservation or adverse remark for the year under review. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

SECRETARIAL AUDITOR

M/s VKM & Associates, Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the financial year 2021-22, as required under Section 204 of the Companies Act, 2013 and rules made thereunder. The Secretarial Audit Report for Financial year 2021-22 forms part of Annual Report as Annexure to the Board''s Report. During the year under review, the Company has also complied with the Secretarial Standards as amended and applicable to the Company.

COST RECORDS AND AUDIT

The provisions relating to maintaining of cost record and conduct Cost Audit are not applicable to the Company. ACKNOWLEDGMENT

Your directors take this opportunity to place on record their warm appreciation for the valuable contribution, untiring efforts and spirit of dedication demonstrated by the employees and officers at all levels, in the sure and steady progress of the Company. Your directors wish to record their appreciation to all the lenders namely Bank of Baroda, Axis Bank Limited, ICICI Bank Limited, Citi Bank, RBL Bank Limited, DBS Bank India Limited, Yes Bank Limited and Bajaj Finance Limited for their continued support and timely assistance in providing working capital and long-term fund requirements.

For and on Behalf of the Board of Directors ofTCPL Packaging Limited

K K Kanoria

Place: Mumbai Chairman

Date: 25th May 2022 DIN:00023328


Mar 31, 2018

To,

The Members,

The Directors have pleasure in submitting the Thirtieth Annual Report along with Audited Financial Statement for the Financial Year ended on 31st March, 2018.

FINANCIAL RESULTS

Your Company’s performance during the Financial Year 2017-18 is summarized below:-

(Rs. in Lakhs)

Particulars

Year 2017-18

Year 2016-17

Sales (Net of Excise Duty)

67984.05

59596.09

% increase over previous year

14.07

2.59

Other Operating Income

1820.69

1692.54

Other income

169.18

62.81

Net Sales including Other Operating Income

69973.92

61351.44

EBIDTA

8769.66

9718.93

EBIDTA % of Net Sales

12.90

16.31

From which have been deducted:

Interest / Finance Charges

2545.39

2186.85

Leaving a cash profit of

6224.28

7532.08

Depreciation

3512.98

2909.12

Provision for Tax

580.28

1012.83

MAT Credit Entitlement

-

(445.17)

Provision for Deferred Taxation

109.32

808.48

Profit for the Year

2021.69

3246.81

Other Comprehensive Income

(22.12)

22.35

Leaving a balance of

1999.59

3269.16

DIVIDEND

As per the dividend policy adopted by your company, your Directors recommend a dividend of Rs. 3.70 per Equity Share. The payout on account of dividend and tax thereon amounts to Rs. 405.90 Lakhs. This corresponds to 20.08 % of the profit for the year 2017-18.

In view of the revised Accounting Standards (AS) 4, provision for dividend is not required to be made in accounts. The same is required to be disclosed in notes as contingency. Accordingly, dividend as proposed for the year 2017-18 is not accounted in the Annual Report 2017-18.

The payout of Rs. 405.90 Lakhs in respect of dividend and tax thereon, will be accounted during the Financial Year 2018-19, if approved by the Members in the ensuing Annual General Meeting.

WORKING REVIEW

During the year 2017-18, the sales net of excise duty and GST of your Company has increased to Rs. 679.84 crores from Rs. 595.96 crores for the previous year ended 31st March, 2017 representing a growth of 14.07 % as against growth of 2.59 % during the previous year 2016-17.

During the year under review, though the company has achieved a reasonable level of growth in sales as mentioned above, the profitability has been under lot of pressure due to mainly the following four factors:

a) Increase in costs of raw materials, which have not been able to be passed on entirely to customers mainly due to increasing competition and maintaining of market share.

b) Impact on account of De-monetisation and implementation of GST.

c) Negative EBITDA of the flexible packaging business.

d) Unfavourable exchange rate applicable to exports.

The international prices of pulp the main raw material for manufacture of paperboard has gone up substantially over the past 6 months, consequently the prices of paper have risen in both the domestic and international markets. Though your company has made its best efforts to convince customers to absorb this higher cost, but due to sustained competitive pressure it has not succeeded in its efforts entirely and had to absorb part of these increases. However, your Directors would like to assure you that continuous efforts are being made to substitute with cheaper inputs wherever possible and pass on to customers as practical at the earliest opportunity.

It may be noted that the company has commissioned a flexible packaging plant for the first time in October 2016. This plant started production on the eve of the unexpected announcement of de-monetisation by the Govt. of India in November 2016 which had a negative impact on the demand for packaging products for a considerable period of time since then. As a consequence, to enter new markets for your company became more difficult particularly as we are new to this business and it took a long time to achieve a minimum economic volume needed to maintain the profitability of the plant. However, the revenues from this division are gradually improving and your company has been able to get some prestigious new accounts and are on the verge of adding many others. Besides the unit has now been audited and certified by many customers, and also received certifications such as ISO 9001, ISO 14000 and ISO 18000 besides BRC IoP and Sedex, in such a short span of time.

Despite the above, the company has been able to make progress on various fronts and your Directors are very pleased with the growth achieved by the company. Your company also added a new printing line at its Guwahati plant which was commissioned in April 17. The unit is performing satisfactorily and as a result of this expansion is a very well balanced unit from a capacity point of view. The Director are confident of improved perfomance in the current year.

Your units at other locations i.e., Silvassa, Haridwar and Goa continues to perform well, and their operations are stable. As you may be aware the plant in Goa is operated on a rented facility and it has been decided by your Directors to expand the same, by developing the land acquired by the company last year. The construction for the building commenced in February this year and it is expected that the plant will be ready for operations by the end of the year and the existing operations will be moved to this new modern and state-of-the-art facility. Besides the company has also ordered a new line of printing along with other equipment’s to expand the capacity which will also happen simultaneously. As a result, this unit will be of a minimum economic size and therefore will be able to add positive value to the Company in future.

The profitability of the company during the year under review was also affected due to GST implementation by the Govt of India, which resulted in lower offtake as customers were reducing inventory as far as possible particularly in the first quarter. Besides your company had to make a one-time provision for Bad Debts of Rs. 2.91 crores on account of suspension of operations at one of its customers which is an unusually large provision considering the track record in this respect over the past many years.

FUTURE PROSPECTS

As a result of various expansion plans undertaken by the company over the past few years, your Company presently has 15 highly configured printing lines installed cumulatively across its various plants.

As a result of the same, the Company has capacity by which it can realise significant growth in the years to come. Now that the lag effect of demonetization and GST is behind us, your Directors are confident of achieving higher rates of growth in the future and improvement in profitability as a consequence.

The company is now well positioned in the market place on account of larger and more varied manufacturing base, as a result of expansion carried out in the past.

DIRECTORS

Declaration of Independence under section 149(6)/ (7) of the Companies Act, 2013 from Ms. Sonal Agrawal, Mr. Sudhir Merchant, Mr. Atul Sud, Mr. Rabindra Jhunjhunwala and Mr. Sunil Talati the Independent Directors, have been received by the Company. Mr. K. K. Kanoria, Executive Chairman, Mr. Saket Kanoria, Managing Director and Mr. Akshay Kanoria Executive Director has been re-appointed by the Board, for a period of three years with effect from 01.10.2018, subject to approval of Members, on such terms and conditions including remuneration thereof, on the recommendation of the Nomination and Remuneration committee. Mr. S G Nanavati retires by rotation at the forth coming Annual General Meeting of the Company and been eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

(a) In the preparation of the annual financial statement for the year ended 31.3.2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any:

(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 Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors 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.

During the year 2017-18, the company has also complied with the Secretarial Standards as amended and applicable to the Company.

KEY MANAGERIAL PERSONNEL

There were no changes in the Directors of the Company during the Financial Year.

The following persons are the Key Managerial Personnel in terms of Section 203 of the Companies Act, 2013:

Sr. No.

Name of the Person

Designation

1.

Mr. K. K. Kanoria

Executive Chairman

2.

Mr. Saket Kanoria

Managing Director

3.

Mr. Akshay Kanoria

Executive Director

4.

Mr. S. G. Nanavati

Executive Director

5.

Mr. Vivek Poddar

Chief Financial Officer

6.

Mr. Harish Anchan

Company Secretary

NUMBER OF BOARD MEETINGS

During the year under review five meetings of Board of Directors of the Company were held on 16.05.2017, 15.07.2017, 14.08.2017, 20.11.2017 and 07.02.2018. The gap between two meetings did not exceed 120 days.

CORPORATE GOVERNANCE

It has always been the Company’s endeavor to operate in a fair and transparent manner with the highest standards of Corporate Governance. The Company complies with the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Statutory Auditors confirming the compliance of conditions on Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as annexure to this effect.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 (8) of the Companies Act, 2013, the composition of the Audit Committee is disclosed as under:

Sr. No.

Name

Designation

1.

Mr. Atul Sud

Chairman - Independent Director

2.

Mr. Sudhir Merchant

Member - Independent Director

3.

Ms. Sonal Agrawal

Member - Independent Director

4

Mr. Sunil Talati

Member - Independent Director

The Board of Directors of the Company accepted all the recommendations of the Audit Committee during the year. During the year 4 (four) Audit Committee Meetings were held on, 16.05.2017, 14.08.2017, 20.11.2017 and 07.02.2018. The gap between two meetings did not exceed 120 days.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014, the composition of the Nomination and Remuneration Committee is disclosed as under:

Sr. No.

Name

Designation

1

Mr. Sudhir Merchant

Chairman - Independent Director

2

Ms. Sonal Agrawal

Member - Independent Director

3

Mr. Atul Sud

Member - Independent Director

During the financial year one meeting of the Nomination and Remuneration Committee was held on 16.05.2017.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee of the Company, consists of the following members :-

Sr. No.

Name

Position

1

Mr.Sudhir Merchant

Chairman - Independent Director

2

Mr.Saket Kanoria

Member - Managing Director

3

Mr.Rishav Kanoria

Member - Non-Executive Director

A policy on the (CSR) formulated by the CSR Committee is available at the website of the Company www.tcpl.in. The Company has spent adequately the amount required to be spent on CSR activities during the financial year. The required detail of expenditure incurred under CSR Programs in the prescribed format is annexed to the Directors’ Report. The meeting of CSR Committee were held on 16.05.2017 and 07.02.2018.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS OF THE COMPANIES ACT, 2013

During the Financial Year 2017-18 the Company has not given any loans, or provided Guarantees or made Investments as defined under section 186 of the Companies Act, 2013

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMAPNIES ACT, 2013

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. The particulars of Contract or arrangement in form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed to this Board Report.

A policy on dealing with Related Party Transactions was formulated by the Company which is available on the website of the Company www.tcpl.in

The disclosure requirements regarding Holding and Subsidiary Companies are not given as there is no Subsidiary Company. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process. The separate meeting of Independent Directors was held on 16.05.2017. The determined criteria for performance evaluation were as follows:

i. Attendance.

ii. Willingness to spend time and effort to know more about the company and its business.

iii. Contribution towards business development, Management of Affairs of Company, Corporate Governance.

iv. Contribution to developments of various Policies such as Remuneration Policy, Board’s Diversity Policy, Related Party Transaction Policy & Vigil Mechanism Policy

v. Sharing of knowledge and experience for the benefit of the Company.

vi. Following up matters whenever they have expressed their opinion

vii. Updated with the latest developments in areas such as corporate governance framework and financial reporting and in the industry and market conditions

viii. Achievement of business plans, labour relation, litigation, attrition level of employees, compensation policy, vigil mechanism, establishment and implementation of internal control system etc.

The familiarizing programme for the independent directors of the company, regarding their roles, rights, responsibilities in the Company, nature of the industry in which the company operates, business model of the company, etc. was duly conducted. The details of such familiarization programme is disclosed on the website of the Company www.tcpl.in.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes, except as discussed above affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION

The Company has adopted a ““Nomination & Remuneration Policy”“ which inter-alia includes Company’s policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics Policy. This mechanism provides adequate safeguards against victimization of directors/employees to deal within stance of fraud and mismanagement, if any.

The Vigil Mechanism Policy inter alia provides a direct access to the Complainant to the Chairman of the Audit Committee of the Company.

The Vigil Mechanism Policy of the Company is also posted on the Company’s website www.tcpl.in.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy, which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.

RISK MANAGEMENT

The Board of Directors of your Company has framed the Risk Management Policy. The Company being a manufacturer of the packaging material is always exposed to the general risks such as government regulations and policies, statutory compliances, economy related and market related. The Company from time to time identifies the risk and has put in its place appropriate measures for mitigating such risks.

SEXUAL HARASSMENT POLICY

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2017-18:

a) No of complaints received: Nil

b) No of complaints disposed of: N.A.

EXTRACTS OF ANNUAL RETURN

The extracts of the annual return in form MGT-9 as required under Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to this Board Report .

SIGNIFICANT REGULATORY OR COURT ORDERS

During the Financial Year 2017-18, there are no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITOR

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their report on Financial Statements for the Financial Year 2017-18.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditor in the Secretarial Audit Report for the Financial Year 2017-18.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made thereunder.

SHARE CAPITAL

During the Financial year 2017-2018 the Company has issued and allotted 4,00,000 Equity Shares on preferential allotment / private placement basis at a price of Rs. 600 per share (including premium of Rs. 590 per share) aggregating to Rs. 24 Crores in accordance with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2009, as amended (“ICDR Regulations”), to persons other than Promoters. These shares are subject to lock-in of 1 year as per SEBI (ICDR) guidelines. As on March 31, 2018, the authorised share capital of the Company is Rs. 10.00 crores divided into 1,00,00,000 equity shares of Rs. 10/- each and the paid up equity share capital is Rs. 9.10 crores comprising of 91,00,000 equity shares of Rs. 10 each fully paid up.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There were 1632 employees on the Company’s payroll as on 31stMarch, 2018.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report, which forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in the Annual Report, which forms part of this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

SECRETARIAL AUDIT REPORT

M/s Makarand M Joshi & Co., Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the financial year 2017-18, as required under Section 204 of the Companies Act, 2013 and rules made thereunder.

The Secretarial Audit report for Financial year 2017-18 forms part of Annual Report as Annexure to the Board’s Report.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has continued to make efforts for conservation of energy substantially and optimizing the use of energy.

Foreign exchange earnings and Outgo

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS

Your Company remains committed to improve the effectiveness of internal financial controls and processes which would help in efficient conduct of its business operations, ensure security to its assets and timely preparation of reliable financial information.

The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors.

The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly.

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors were, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any. There are no observations of Statutory and Internal Auditors.

STATUTORY AUDITORS

M/s. Singhi & Co., Chartered Accountants have been appointed as Statutory Auditors of the Company in the 29th Annual General Meeting of the Company, from the conclusion of the 29th Annual General Meeting, for a period of 5 years, until the conclusion of the 34th Annual General Meeting of the Company.

As per the Companies (Amendment) Act, 2017, the requirement of ratification of the appointment of statutory auditors by the members at every Annual General Meeting is omitted. Hence, no resolution for ratification of re-appointment of M/s. Singhi & Co., the statutory auditors of the Company is proposed.

ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their warm appreciation for the valuable contribution, untiring efforts and spirit of dedication demonstrated by the employees and officers at all levels, in the sure and steady progress of the Company. Your Directors wish to record their appreciation to all our bankers namely Dena Bank, Axis Bank, ICICI Bank, Citi Bank and RBL Bank for their continued support and timely assistance in providing working capital and long-term fund requirements.

For and on Behalf of the Board of Directors

Place: Mumbai

Date: 25th May, 2018 Chairman


Mar 31, 2017

The Directors have pleasure in submitting the Twenty Nineth Annual Report alongwith Audited Financial Statement for the Financial Year ended on 31st March, 2017.

FINANCIAL RESULTS

Your Company''s performance during the Financial Year 2016-17 is summarized below:-

(Rs. in Lacs)

Particulars

Year

Year

2016-17

2015-16

Gross Sales

65542.23

62650.82

Net Sales

59596.26

58090.93

Other Operating Income

1707.66

1169.96

Net Sales including Other Operating Income

61303.92

59260.89

EBIDTA

9778.89

10054.23

EBIDTA % of Net Sales

16.41

17.31

From which have been deducted:

Interest / Finance charges

2138.95

2012.65

Leaving a Cash Profit of

7639.94

8041.58

From which have been deducted:

Depreciation

2909.12

2518.39

Provision for Tax

1012.83

1100.99

MAT CREDIT Entitlement

-445.17

-

Provision for Deferred Taxation

842.38

594.25

Leaving a balance of

3320.78

3827.95

To which have been added:

Balance brought forward from previous year

3934.56

1876.24

Making a total of

7255.34

5704.19

Which has been appropriated by the Directors as under

General Reserve

1000.00

1000.00

Proposed Dividend

-

639.45

Corporate tax on dividend

-

130.18

Balance to be carried forward

6255.34

3934.56

Total

7255.34

5704.19

DIVIDEND

Your Directors recommend dividend of Rs.6.25 per Equity Share. The payout on account of dividend and tax thereon amounts to Rs.54.45 Lakhs. This corresponds to 19.71 % of the profit for the year 2016-17.

In view of the revised Accounting Standards (AS) 4, provision for dividend is not required to be made in accounts. The same is required to be disclosed in notes as contingency.

Accordingly, dividend as proposed for the year 2016-17 is not accounted in the Annual Accounts of 2016-17.

The payout of Rs.654.45 Lakhs in respect of dividend, will be accounted during the Financial Year 2017-18, if approved by the Members in the ensuing Annual General Meeting.

WORKING REVIEW

During the year 2016-17, the gross turnover of your Company has increased marginally to Rs.655.42 crores from Rs.626.51 crores for the previous year ended 31st March, 2016 representing a growth of 4.61 %.

As you may be aware, the Company continues to do a share of its business by the conversion route (defined as business where the customer provides the main raw material). However, had all the products been sold on sales basis, the turnover would have been Rs.690.00 crores as against Rs.660.34 crores representing a growth of 4.49 %.

The year under review has been a difficult year for the Company due to the macro economic conditions that the company had to encounter. The performance of the company was affected adversely on account of the demonetization notification that the Government of India announced on 8th November, 2016, whereby there was a drastic reduction in the offtake of packaging materials as a result of lower consumer demand of our customers. This event infact caused a reduction in overall volume and for the first time in many years, for the quarter ended March, the Company''s sales were actually lower than the corresponding quarter of the previous year. Your Directors consider that the lag effect of the demonetization effect was largely instrumental in this reduction. In addition to the above, the exchange rate of Rupee v/s U.S. Dollar & Euro has also had an adverse effect on the Company''s performance.

As you are aware, the Company exports a fair share of its products and most of these transactions are conducted in US Dollar currency. Since the Rupee has appreciated against US Dollar, there was reduction in the realization of our exports, which not only lowered turnover but also affected profitability.

During the year, your Company has undertaken major expansion projects. Your Directors are pleased to announce that all of them were completed satisfactorily.

Silvassa offset packaging plant has been expanded by installing a new KBA offset printing line with all accessories which commenced commercial production in October 2016. This machine is equipped with several advanced features enabling high value packaging to be converted.

Further, the Guwahati plant of the Company has also received another new printing line from KBA, Germany which was installed in March 2017. Commercial production has also commenced on this machine. By the installation of this machine, the capacity of Guwahati plant has been doubled which shall be useful to cater to the growing volumes of the Company in the North Eastern region of India.

Further, the Company has taken a major step forward in entering into the flexible packaging segment and has set-up a green field plant at Silvassa. This plant was ready for trial run in September / October 2016 and has started commercial production in February 2017. This plant is also equipped with state-of-art equipment which are mainly imported from Italy and its output though at a low volume has stabilized. With the entry of your Company into this fast growing segment, it can now cater to a very large part of the customers overall packaging requirements.

As a consequence of the above, the Company had to bear an additional burden of depreciation and interest besides overheads coupled with low growth in sales. The EBIDTA margin for the year has reduced from 17.31 % to 16.43 % resulting in a lower profitability.

FUTURE PROSPECTS

As a result of various expansion plans undertaken by the company over the past few years, your Company presently has 15 highly configured printing lines installed cumulatively across its various plants.

As a result of the same, the Company has very large capacity by which it can realize significant growth in the years to come. Now that the lag effect of demonetization is behind us, your Directors are confident of achieving higher rates of growth in the future.

The company is now well positioned in the market place on account of larger and more varied manufacturing base, as a result of expansion carried out recently.

DIRECTORS

Declaration of Independence under section 149(6)/(7) of the Companies Act, 2013 from Ms. Sonal Agrawal, Mr. Sudhir Merchant, Mr. Atul Sud, Mr. Rabindra Jhunjhunwla, and Mr. Sunil Talati the Independent Directors have been received by the Company. Mr. S. G. Nanavati, Executive Director has been re-appointed by the Board, for a period of three years with effect from 01.06.2017, subject to approval of Members, on such terms and conditions including remuneration thereof, on the recommendation of the Nomination and Remuneration committee. Mr. Rishav Kanoria retires by rotation at the forthcoming Annual General Meeting of Company and been eligible offers himself for re-appointment. Mr. Akshay Kanoria was appointed as Executive Director of the Company with effect from 27.05.2016 and the same was approved by the members at the 28th Annual General Meeting held on 12.08.2016

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

(a) In the preparation of the annual financial statement, for the year ended 31.03.2017 the applicable accounting standards had been followed along with proper explanation relating to material departures, if any:

(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 the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors 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.

KEY MANAGERIAL PERSONNEL

The following persons are the whole time Key Managerial Personnel in terms of Section 203 of the Companies Act, 2013

Sr. No.

Name of the Person

Designation

1.

Mr. K. K. Kanoria

Executive Chairman

2.

Mr. Saket Kanoria

Managing Director

3.

Mr. Akshay Kanoria*

Executive Director

4.

Mr. S. G. Nanavati

Executive Director

5.

Mr. Vivek Poddar

Chief Financial Officer

6.

Mr. Harish Anchan

Company Secretary

* Mr. Akshay Kanoria was appointed w.e.f. 27.05.2016

NUMBER OF BOARD MEETINGS

During the year under review five meetings of Board of Directors of the Company were held on 02.05.2016, 27.05.2016, 12.08.2016, 10.11.2016 and 24.01.2017. The gap between two meetings did not exceed 120 days.

CORPORATE GOVERNANCE

It has always been the Company''s endeavor to operate in a fair and transparent manner with the highest standards of Corporate Governance. The Company complies with the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Statutory Auditors confirming the compliance of conditions on Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as annexure to this effect.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 (8) of the Companies Act, 2013, the composition of the Audit Committee is disclosed as under:

Sr. No.

Name

Designation

1.

Mr. Atul Sud

Chairman - Independent Director

2.

Mr. Sudhir Merchant

Member - Independent Director

3.

Ms. Sonal Agrawal

Member - Independent Director

4.

Mr. Sunil Talati

Member - Independent Director

The Board of Directors of the Company accepted all the recommendations of the Audit Committee during the year. During the year 5 (five) Audit Committee Meetings were held on, 02.05.2016, 27.05.2016, 12.08.2016, 10.11.2016 and 24.01.2016. The gap between two meetings did not exceed 120 days.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014, your Company has a Nomination and Remuneration Committee of the Board of Directors comprising of the following Members:-

Sr. No.

Name

Designation

1

Mr. Sudhir Merchant

Chairman - Independent Director

2

Ms. Sonal Agrawal

Member - Independent Director

3

Mr. Atul Sud

Member - Independent Director

During the financial year one meeting of the Nomination and Remuneration Committee was held on 27.05.2016.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee of the Company, consists of the following members :-

Sr. No.

Name

Position

1

Mr. Sudhir Merchant

Chairman - Independent Director

2

Mr. Saket Kanoria

Member - Managing Director

3

Mr. Rishav Kanoria

Member - Non Executive Director

A policy on the (CSR) formulated by the CSR Committee is available at the website of the Company www.tcpl.in. The Company has spent adequately the amount required to be spent on CSR activities during the financial year including the shortfall of Rs.21.80 lakhs carried forward from the previous years. The required detail of expenditure incurred under CSR Programmes in the prescribed format with this Report

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the Financial Year 2016-17 the Company has not given any Loans, or provided Guarantees or made Investments as defined under section 186 of the Companies Act, 2013

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188.

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. The particulars of Contract or arrangement in form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014) is annexed to this Board Report .

A policy on dealing with Related Party Transactions was formulated by the Company which is available on the website of the Company www.tcpl.in

The disclosure requirements regarding Holding and Subsidiary Companies are not given as there is no Subsidiary Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process. The separate meeting of Independent Directors was held on 27.05.2016. The determined criteria for performance evaluation were as follows:

i. Attendance.

ii. Willingness to spend time and effort to know more about the company and its business.

iii. Contribution towards business development, Management of Affairs of Company, Corporate Governance.

iv. Contribution to developments of various Policies such as Remuneration Policy, Board''s Diversity Policy, Related Party Transaction Policy & Vigil Mechanism Policy

v. Sharing of knowledge and experience for the benefit of the Company.

vi. Following up matters whenever they have expressed their opinion

vii. Updated with the latest developments in areas such as corporate governance framework and financial reporting and in the industry and market conditions

viii. Achievement of business plans, labour relation, litigation, attrition level of employees, compensation policy, vigil mechanism, establishment and implementation of internal control system etc.

The familiarizing programme for the independent directors of the company, regarding their roles, rights, responsibilities in the Company, nature of the industry in which the company operates, business model of the company, etc. was also conducted. The details of such familiarization programme is disclosed on the website of the Company www.tcpl.in.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION

The Company has adopted a "Nomination & Remuneration Policy" which inter-alia includes Company''s policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics Policy. This mechanism provides adequate safeguards against victimization of directors/employees to deal within stance of fraud and mismanagement, if any.

The Vigil Mechanism Policy inter alia provides a direct access to the Complainant to the Audit Committee Chairman of the Company. The Vigil Mechanism Policy of the Company is also posted on the Company''s website.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a Policy, which lays down a frame work in relation to remuneration of Directors, Key Mangerical Personnal and Senior Management of the Company. This Policy also lays down creteria for selection and appointment of Board Members.

RISK MANAGEMENT

The Board of Directors of your Company has framed the Risk Management Policy. The Company being a manufacturer of the packaging material is always exposed to the general risks such as government regulations and policies, statutory compliances, economy related, market related. The Company from time to time identifies the risk and has put in its place appropriate measures for mitigating such risks.

SEXUAL HARASSMENT POLICY

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2016-17:

a) No of complaints received: Nil

b) No of complaints disposed of: N.A.

EXTRACTS OF ANNUAL RETURN

The extracts of the annual return in form MGT-9 as required under Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to this Board Report .

SIGNIFICANT REGULATORY OR COURT ORDERS

During the Financial Year 2016-17, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITOR

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their report on Financial Statements for the Financial Year 2016-17.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditor in the Secretarial Audit Report for the Financial Year 2016-17.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made there under.

PERSONNEL

There were 1598 employees are on the Company''s payroll as on 31st March, 2017.

Information required under Rule 5(1) (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure of the Boards'' Report.

SECRETARIAL AUDIT

M/s Makarand M Joshi & Co., Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the financial year 2016-17, as required under Section 204 of the Companies Act, 2013 and rules made there under.

The Secretarial Audit report for Financial year 2016-17 forms part of Annual Report as Annexure to the Board''s Report.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has continued to make efforts for conservation of energy substantially and optimizing the use of energy.

Foreign exchange earnings and Outgo

(Rs. In Lacs)

Foreign Exchange Earned

10856.94

Foreign Exchange Outgo

9397.23

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS

Your Company remains committed to improve the effectiveness of internal financial controls and processes which would help in efficient conduct of its business operations, ensure security to its assets and timely preparation of reliable financial information.

The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors.

The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly.

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors were, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any. There are no observations of Statutory and Internal Auditors.

CHANGE IN AUDITORS

M/s. Shah Gupta & Co., Chartered Accountants are auditors of the Company, since the Company commenced business activities. In terms of its appointment made at the 28th Annual General Meeting held on 12th August, 2016, it holds office of the auditors for the financial year 2016-2017 and would retire at the conclusion of the 29th Annual General Meeting.

As per Section 139(2) of the Companies Act, 2013 (''the Act''), an Audit firm can be appointed or re-appointed not more than two terms of five consecutive years. M/s. Shah Gupta & Co., which is a firm of Auditors since beginning has already completed two terms of five consecutive years. The second proviso to Section 139(2) of the Act, stipulates compliance of the said provisions within three years from the commencement of the Act, for the Company in existence before the commencement of the Act and the said three years will expire on the conclusion of the ensuing Annual General Meeting.

The Company is therefore required to appoint a new Audit firm in place of M/s. Shah Gupta & Co.

The Company has considered various big / medium size reputed Audit Firms for the necessary appointment as Statutory Auditors of the Company. After due deliberations, M/s. Singhi & Co. Chartered Accountants is proposed to be appointed as auditors for a period of 5 years, commencing from the conclusion of 29th AGM till the conclusion of the 34th AGM subject to ratification by members every year, if applicable.

M/s. Singhi & Co. Chartered Accountants, have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their warm appreciation for the valuable contribution, untiring efforts and spirit of dedication demonstrated by the employees and officers at all levels, in the sure and steady progress of the Company. Your Directors wish to record their appreciation to all our bankers namely Dena Bank, Axis Bank ICICI Bank, Citi Bank and RBL Bank for their continued support and timely assistance in providing working capital and long-term fund requirements.

Further, your Directors would like to place on record their appreciation for M/s.Shah Gupta & Co. the outgoing auditors for their valuable contribution and support over the years.

For and on Behalf of the Board of Directors

Place: Mumbai

Date: 16th May, 2017

Chairman


Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting the Twenty-Seventh Annual Report with the audited accounts of the Company for the year ended 31st March, 2015.

Financial results

(Rs. in lacs)

Particulars Year Year 2014-15 2013-14

Gross Sales / Income from operations 51740.28 41243.57

EBIDTA 8199.76 6118.02

From which have been deducted :

Interest / Finance charges 1728.83 1765.60

Leaving a Cash Profit of 6470.93 4352.42

From which have been deducted :

Depreciation 2167.34 2379.29

Provision for Tax 960.00 525.00

Provision for Deferred Taxation 125.00 197.77

Leaving a balance of 3218.59 1250.36

To which have been added :

Balance brought forward from previous year 285.92 290.02

Making a total of 3504.51 1540.38

Which has been appropriated by the Directors as under

General Reserve 1000.00 1000.00

Proposed Dividend 522.00 217.50

Corporate tax on dividend 106.27 36.96

Balance to be carried forward 1876.24 285.92

Total 3504.51 1540.38

Dividend:

Your Directors are pleased to recommending dividend of Rs. 6.00 per Equity Share amounting to Rs. 6.28 crores including tax thereon, which works out to 19.52 % of PAT

WORKING REVIEW AND PERFORMANCE

Working Review:

During the year 2014-15, the gross turnover of your Company has increased to Rs. 517.40 crores from Rs. 412.43 crores for the previous year ended 31st March 2014 representing a growth of 25.45%. Your Company has converted 48917 MT of paperboard as against 43360 MT in the previous year.

As usual, your Company continues to do significant share of its business by the conversion route. However, had all the products been sold on sales basis, the turnover would have been Rs. 551.47 crores as against Rs. 447.29 crores in the previous year, representing a growth of 23.29%.

During the year under review, your Company has earned an EBIDTA of Rs. 82.00 crores as compared to Rs. 61.18 crores, an increase of 34.03% over the previous year and amounts to 16.70% of net sales, as against 15.69% in the previous year.

Performance:

Silvassa factory:

During the year under review, performance of all the three units at Silvassa have been encouraging and all the units have significantly contributed to the growth in sales.

During the year review, the Company installed a state-of-art Novacut blanking machine for the first time in India which was imported from Bobst, Switzerland. This machine will enhance our conversion capabilities in the offset division. Apart from this machine, some balancing equipments have also been added during the year.

The unit has added several prestigious customers during the year and continues to perform satisfactorily.

Haridwar factory:

The Haridwar plant of your Company continues to achieve high levels of capacity utilisation. The products of the Company have been well received by its customers and your Directors are pleased to state that the levels of utilisation and business generated at this plant have surpassed expectations and are at satisfactory level.

Your Directors have now taken steps to expand the operations at Haridwar by adding a new printing machine which is being imported from KBA, Germany alongwith other ancillary equipments. The added capacity is expected to go on stream by September this year and shall significantly increase the capacity of the unit.

Goa factory:

The year under review is the first full year of operations in Goa Factory with a printing line. The units operations have been fairly stable and will be a key factor in our pursuit of servicing orders from regional and south based customers.

Guwahati factory:

Your Directors are pleased to inform that the factory at Guwahati was commissioned in March this year. This state-of-art unit has been set up at an investment of Rs. 54 crores which has been completed on time and within cost.

The unit was inaugurated by Hon. Chief Secretary of Assam, Shri Jitesh Khosla and the operations of the unit are currently stabilising. The unit is entitled to various fiscal benefits which shall be claimed during the year.

The feedback from customers who have visited the unit has been very positive and encouraging and your Directors are confident of a good contribution from this unit in the years to come.

Future Prospects:

Your Directors are pleased to state that with the consistent improvement in the growth rate of the Indian economy since new Government came into power in May 2014, your Company has also achieved high rate of growth and continues to be India's largest independent manufacturer of folding cartons with a turnover crossing the milestone figure of Rs. 500 crores and a compound average growth rate in excess of 21 % over the last 5 years.

Further, your Directors are hopeful that with inflation stabilising as well as decline in interest rates it will boost the purchasing power of the consumer, which would have a multiplier positive effect on our Company.

Your Directors are considering several opportunities for future expansions and plans are being finalized as capacity utilisation at all locations has been quite high.

Directors:

Your Directors regret to inform about the sad demise of Mr. C. M. Maniar, Director of the Company on 29th June 2014. Your Directors have conveyed deepest condolences to his family and recorded its gratitude for the services he rendered as a Director of the Company and the leadership and guidance provided by him during directorship.

Mr. Sajjan Jindal, Chairman of the Company has resigned as Chairman as well as Director of the Company with effect from 26th May 2015. The same has been accepted by the board at its meeting held on 29th May 2015. The Board records its sincere appreciation for the invaluable support and guidance provided by Mr. Jindal over the past many years as the Chairman of the Company.

The Board has appointed Mr. K. K. Kanoria, who is Whole-time Director of the Company as the Chairman of the Company with effect from 29th May 2015.

Mr. S. G. Nanavati has been re-appointed as an Executive Director in the whole time employment of the Company for a period of 3 years w.e.f. 01st June, 2014 to 31st May, 2017. The Members of the Company had approved the said appointment at the Annual General Meeting held on 01st August, 2014.

The Board of Directors, on recommendation of Nomination & Remuneration Committee had appointed Mr. Rabindra Jhunjhunwala and Ms. Sonal Agrawal as an Additional Directors of the Company in the category of Independent Directors with effect from 30th June 2014. Thereafter, at the Annual General Meeting held on 1st August, 2014 the members of the Company appointed the said Directors as Independent Directors not liable to retire by rotation and to hold the office upto 31st March, 2019.

The Board of Directors at its meeting held on 22nd January 2015, on recommendation of Nomination & Remuneration Committee had appointed Mr. Sunil Talati as an Additional Director in the category of Independent Directors of the Company. The members of the Company had confirmed his appointment as Independent Director through Postal Ballot conducted by the Company on 27th March 2015. The members of the Company approved the term of Mr. Sunil Talati as a Director not liable to retire by rotation and to hold office upto 21st January, 2020.

The members have also confirmed the appointment of the existing Independent Directors viz. Mr. Atul Sud and Mr. Sudhir Merchant as Independent Directors with effect from 22nd January, 2015, not liable to retire by rotation and to hold the office upto 31st March, 2019.

Mr. K. K. Kanoria & Mr. Rishav Kanoria, Directors of the Company, retire by rotation and have offered themselves for re-appointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement..

Directors' Responsibility Statement:

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013 with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they have prepared the annual accounts on a going concern basis; and

e) That they have laid down proper internal financial controls and that the same are adequate and operating effectively; and

f) That they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Detail of Key Managerial Personnel:

The following persons are the whole time Key Managerial Personnel in terms of Section 203 of the Companies Act, 2013:-

Sr. Name of the Person Designation No.

1 Mr. K. K. Kanoria Chairman

2. Mr. Saket Kanoria Managing Director

3. Mr. Rishav Kanoria Executive Director

4. Mr. S. G. Nanavati Executive Director

5. Mr. Vivek Poddar Chief Financial Officer

6. Mr. Pravin Karambelkar Company Secretary

Number of Board Meetings:

The Board of Directors met 6 (six) times in the year. The details of the meeting of the board and the attendance of the Directors are provided in the Corporate Governance Report.

Sustainability:

Your Company strongly believes that in order to be a good corporate citizen, respect of the environment is paramount. Accordingly, the company has taken several steps to negate its carbon footprint, installing sustainable cooling and air conditioning systems, optimizing usage of raw materials, as well as outfitting all factories with the latest generation LED lamps. Further, your company has taken the pledge to be associated with the Swachh Bharat Abhiyan (Clean India Mission), taking responsibility for cleanliness of the areas around its factories.

Corporate Governance:

Your Company has complied with all the provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement with the Stock Exchange. A report on the compliance of the Corporate Governance and the Auditors' certificate are given as an Annexure to this effect.

Audit Committee

Pursuant to the provisions of Section 177 (8) of the Companies Act, 2013, the composition of the Audit Committee is disclosed as under:

Sr. Name Designation No.

1. Mr. Atul Sud Chairman (Independent Director)

2. Mr. Sudhir Merchant Member (Independent Director)

3. Ms. Sonal Agrawal Member (Independent Director)

All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company.

Corporate Social Responsibility:

The Company has constituted the Corporate Social Responsibility Committee on 30th May, 2014 consisting of the following members:

Sr. Name Designation No.

1. Mr. Sudhir Merchant Chairman

2. Mr. Saket Kanoria Member

3. Mr. Rishav Kanoria Member

The report on Corporate Social Responsibility (CSR) activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure "A".

Related Party Transactions:

All the Related Party Transactions are in the ordinary course of business and on arm's length basis and are in compliance with the applicable provisions of the Act and the listing agreement. There are no materially significant related party transactions made by the Company with Promoters, Directors and Key Managerial Personnel etc. which may have potential conflict of interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval, if required. The details of the transactions with related parties are provided in the accompanying financial statements.

Board Evaluation:

The performance evaluation of the Independent Directors was also carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors were carried out by the Independent Directors by review at the meeting of the Independent Directors. Your Directors express their satisfaction with the evaluation process.

Policy for selection, appointment and remuneration of directors including Criteria for their Performance Evaluation

The Company has adopted a "Nomination & Remuneration Policy" which interalia includes Company's policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors.

Vigil Mechanism/Whistle Blower Policy:

The Company has a Vigil Mechanism Policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics Policy. This mechanism provides adequate safeguards against victimization of directors/employees to deal within stance of fraud and mismanagement, if any.

The Vigil Mechanism Policy inter alia provides a direct access to the Complainant to the Audit Committee Chairman of the Company. The Vigil Mechanism Policy of the Company is also posted on the Company's website.

Risk Management:

The Board of Directors of your Company has framed the Risk Management Policy. The Company being a manufacturer of the packaging material is always exposed to the general risks such as government regulations and policies, statutory compliances, economy related, market related. The Company from time to time identifies the risk and has put in its place appropriate measures for mitigating such risks.

Sexual Harassment Policy:

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15:

a) No of complaints received: Nil

b) No of complaints disposed of: Nil

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith has "Annexure B".

Secretarial Audit Report:

M/s S. Anantha & Co., Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and rules made thereunder.

The Secretarial Audit report for Financial year 2014-15 forms part of Annual Report as Annexure "C" to the Board's Report. With respect to the observations of the Secretarial Auditor, the Board replies hereunder:-

1. Non-filing of E-Form-MGT10 i.e., Return to be filed with Ministry of Corporate Affairs, whenever there is an increase or decrease of two percent or more in the shareholding of the Promoters and top ten shareholders within 15 days of such change by the Company.

The Company has filed E-Form-MGT10 whenever there is a change of 2% or more calculated on the paid up share capital of the Company.

2. Notice with respect to Annual General Meeting and Book Closure is made electronically to the Stock Exchanges and placed on the website of the Company, however, Notice as per Section 91 read with Rule 10 of the Companies (Management and Administration) Rules, 2014 has not been published in the newspaper.

The Company immediately intimated about the Book-Closure to both the Stock Exchanges viz. BSE Limited and the Ahmedabad Stock Exchange Limited and the same got released in the Press Release of BSE Limited. Further, the Company published in its Website about the Book-Closure and in the Annual Report.

Deposits:

Your Company has not accepted any deposit from the general public in terms of Section 73 of the Companies Act, 2013 Particulars of Loan, Guarantees or Investment:

During the year under review, the Company has not given any loan, guarantee or made investment under Section 186 of the Companies Act, 2013.

Personnel:

Your Directors are pleased to state that the relations with the employees and workers at factories and offices were cordial throughout the year under review.

Two persons employed throughout the year, were in receipt of remuneration of Rs. 60 Lacs per annum or more, amounting to Rs. 1.88 crores. There were 1092 employees on the rolls of Company as on March 31,2015.

Information required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended on 31st March, 2015 is given in a separate Annexure to this Report.

The above Annexure is not being sent along with this Report to the Members of the Company. In accordance with the provisions of section 136 of the Companies Act, 2013 the same is available for inspection during working hours for a period of 21 days before the date of the Annual General Meeting. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company in this regard.

Conservation of Energy, Technology Absorptions :

Your Company has continued to make efforts for conservation of energy substantially and optimizing the use of energy.

Auditors:

M/s. Shah Gupta & Company, Auditors of the Company retire at the Annual General Meeting and are eligible for re-appointment.

Acknowledgement:

Your Directors wish to record their appreciation to all our bankers namely Dena Bank, Axis Bank and ICICI Bank for their continued support and timely assistance in providing working capital and long term fund requirements and RBL Bank for the financial assistance provided for long term fund requirements.

Place: Mumbai For and on Behalf of the Board of Directors Date: 3rd, June 2015 Chairman


Mar 31, 2014

To the Members,

The Directors have pleasure in submitting the Twenty-Sixth Annual Report with the audited accounts of the Company for the year ended 31st March, 2014.

Financial results

(Rs. in lacs)

Year Year Particulars 2013-14 2012-13

Gross Sales / Income from operations 41243.57 38877.69

EBIDTA 6191.97 5579.72

From which have been deducted :

Losses on account of Exchange rate difference 73.95 14.30

Interest / Finance charges 1765.60 1495.68

Leaving a Cash profit of 4352.42 4069.74

From which have been deducted :

Depreciation 2379.29 2035.27

Provision for Tax 525.00 605.10

Provision for Deferred Taxation 197.77 78.74

Leaving a balance of 1250.36 1350.63

To which have been added :

Balance brought forward from previous year 290.02 209.11

Making a total of 1540.38 1559.74

Which has been appropriated by the Directors as under

General Reserve 1000.00 1000.00

Proposed Dividend 217.50 230.55

Corporate tax on dividend 36.96 39.18

Balance to be carried forward 285.92 290.02

Total 1540.38 1559.74

Dividend:

Your Directors are pleased to recommending dividend of Rs.2.50 per Equity Share amounting to Rs.254.46 lakhs including tax thereon.

WORKING REVIEW AND PERFORMANCE

Working Review:

During the year 2013-14, the gross turnover of your Company has increased to Rs.412.43 crores from Rs.388.78 crores for the previous year ended 31st March 2013 representing a growth of 6.08%. Your Company has converted 43360 MT of paperboard as against 41773 MT in the previous year.

As usual, your Company continues to do significant share of its business by the conversion route. However, had all the products been sold on sales basis, the turnover would have been Rs.447.29 crores as against Rs.420.83 crores in the previous year, representing a growth of 6.29%.

Your Company''s exports for the year ended 31st March, 2014 stood at Rs.64.38 crores, as against Rs.85.69 crores for the previous year.

During the year under review, your Company has earned an EBIDTA of Rs.61.92 crores as compared to Rs. 55.80 crores, an increase of 10.97% over the previous year and amounts to 15.88% of net sales, as against 15.17% in the previous year.

Silvassa factory:

During the year under review, the operations of all the three units in Silvassa have been encouraging and all the units have significantly contributed to the growth in sales.

During the year under review, the Company installed a state-of-the-art KBA offset printing machine from Germany at its Offset Printing Unit (OPU) in Silvassa alongwith a host of ancillary equipments which was commissioned in July 2013. The capacity utilisation of the unit has been increasing for the past few months and the unit has also added several new customers to its portfolio.

The performance of the Gravure printing unit (GPU) at Silvassa has also been satisfactory and bulk of the Company''s exports is contributed by products manufactured by this unit. This unit was also expanded during the year by integrating the neighbouring plots, and by installation of equipments which enable us to convert value added jobs such as high volume foil stamping and tactile UV applications.

The third unit at Silvassa is called Fluted Corrugation unit (FCU) and is also performing satisfactorily and is producing E/F/N futed cartons for a variety of customers in the FMCG and Food industries.

Haridwar factory:

The Haridwar plant of your Company continues to achieve high levels of capacity utilisation. The products of the Company have been well received by its customers and your Directors are pleased to state that the levels of utilisation and business generated at this plant have surpassed expectations and are at satisfactory level.

Goa factory:

During the year under review, your company added a printing machine at this facility by transferring a 6 colour offset printing machine from Silvassa and installed additional new equipment. This factory has become a full-fedged independent unit for manufacture of printed cartons, and will be a key factor in our pursuit of servicing orders from south based customers.

Guwahati project:

During the year under review, your Directors have decided to pursue the opportunity to expand our activities by setting up a Greenfield state-of-art packaging plant in Chayagaon, near Guwahati in the state of Assam. The northeast region of the country has been growing rapidly and Central and State Governments offer several fiscal benefits for units being set up there. In view of this, your Company has decided to set up a plant there to cater to the increasing demand for high quality packaging in that region. The construction of the factory building at the site is going on in full swing and we expect to commence commercial production by the end of the year.

Future prospects:

Your Directors are pleased to state that due to the continuous growth your Company has witnessed, it continues to be India''s largest independent manufacturer of folding cartons with a turnover crossing a milestone fgure of Rs.400 crores at a compound annual growth rate in excess of 16% over the last 5 years.

Further, your Directors are hopeful that, with the swearing in of a very progressive and stable Government at the Centre, the growth of Indian economy will further accelerate which promises to result in high growth in the FMCG sector and this will enable your company to utilise its capacities at higher levels and indeed create more opportunities for growth in the foreseeable future.

Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Director''s Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

c) That they have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

d) That they have prepared the annual accounts on a going concern basis.

Deposits:

Your Company has not accepted any deposits from the general public in terms of Section 58A of the Companies Act, 1956.

Corporate Social Responsibility:

According to Section 135 of the Companies Act, 2013, Board of Directors in their meeting held on 30th May 2014 have constituted a Corporate Social Responsibility Committee comprising of Mr. Sudhir Merchant, Mr. Saket Kanoria, and Mr. Rishav Kanoria. The company has adopted a Corporate Social Responsibility Policy at board meeting and the same has been posted on the website of the Company.

Corporate Governance:

Your Company has complied with all the provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement with the Stock Exchange. A report on the compliance of the Corporate Governance and the Auditor''s certifcate are given as an Annexure to this effect.

Directors:

Your Directors regret to inform that Mr. Pradip Kumar Khaitan has resigned as a Director from our Company with effect from 29th May 2014. Recent changes in the Companies Act, has placed restrictions on the total number of companies a person can serve as Director, hence this resignation. Your Directors wish to place on record the invaluable guidance Mr. Khaitan provided during his tenure and would like to record our appreciation for his varied contribution.

Mr. Sajjan Jindal & Mr. S. G. Nanavati, Directors of the Company, retire by rotation and have offered themselves for re-appointment.

Personnel:

Your Directors are pleased to state that the relations with the employees and workers at factories and offices were cordial throughout the year under review.

There are no employees who were drawing remuneration as per the limits specified under Rule 1A of the Companies (Particulars of Employees), Rules 1975, and hence, particulars as required under the provisions of Section 217 (2AA) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended are not given.

Conservation of Energy and Technology Absorptions:

Your Company has continued to make efforts for conserving and optimizing the use of energy.

Acknowledgement:

Your Directors wish to record their appreciation to all our bankers namely Dena Bank, Axis Bank and ICICI Bank for their continued support and timely assistance in providing working capital and long term fund requirements.

Auditors:

M/s. Shah Gupta & Co., Auditors of the Company retire at the Annual General Meeting and are eligible for re-appointment.

For and on Behalf of the Board of Directors

Place: Mumbai Date: 30th May, 2014

Saket Kanoria S. G. Nanavati Managing Director Executive Director


Mar 31, 2013

To the Members,

The Directors have pleasure in submitting the Twenty Fifth Annual Report with the audited accounts of the Company for the year ended 31st March, 2013.

Financial results

(Rs. in lacs)

Particulars Year Year 2012-13 2011-12

Gross Sales / Income from operations 38877.69 29567.87

EBIDTA 5579.72 4486.03

From which have been deducted :

Losses on account of Exchange rate difference 14.30 353.46

Interest / Finance charges 1495.68 1196.50

Leaving a Cash Profit of 4069.74 2936.07

From which have been deducted :

Depreciation 2035.27 1796.65

Provision for Tax 605.10 197.46

Provision for Deferred Taxation 78.74 171.46

Leaving a balance of 1350.63 770.50

To which have been added :

Balance brought forward from previous year 209.11 40.84

Making a total of 1559.74 811.34

Which has been appropriated by the Directors as under :

General Reserve 1000.00 400.00

Proposed Dividend 230.55 174.00

Corporate tax on dividend 39.18 28.23

Balance to be carried forward 290.02 209.11

Total 1559.74 811.34

Dividend :

Your Directors are pleased to recommend an increased dividend of Rs. 2.65 per Equity Share amounting to Rs. 269.72 lakhs including tax thereon.

WORKING REVIEW AND PERFORMANCE

Working Review :

During the year 2012-13, the gross turnover of your Company has increased to Rs. 388.78 crores from Rs. 295.68 crores for the previous year ended 31st March 2012 representing a growth of 31.49%. Your Company has converted 41773 MT of paperboard as against 33194 MT in the previous year. As usual, your Company continues to do significant share of its business by the conversion route. However, had all the products been sold on sales basis, the turnover would have been Rs. 420.83 crores as against Rs. 337.04 crores, representing a growth of 24.86%.

Exports of your Company have witnessed significant increase over the previous year. Your Company''s exports for the year ended 31st March, 2013 has increased to an all time high of Rs. 85.69 crores, an increase from Rs. 50.62 crores for the previous year, representing a growth of 69.28 %.

During the year under review, your Company has earned an EBIDTA of Rs. 55.80 crores as compared to Rs. 44.86 crores, an increase of 24.39 % over the previous year.

Performance :

Silvassa factory :

During the year under review, the operations of the three units in Silvassa have been satisfactory.

The performance of the factories at Silvassa has been encouraging and all the units have significantly contributed to the growth in sales as well as growth in exports.

The Company is currently in the midst of installing a state-of-the-art KBA offset printing machine from Germany at its Offset Printing Unit (OPU) in Silvassa alongwith a host of ancillary equipments. The installation should be completed by the end of May 2013 and the benefits on account of this enhancement in capacity should accrue to your Company from June 2013 onwards. The old offset machine installed in this unit in the year 2001 will be removed from this unit and though the number of printing units will remain the same, the capacity will be enhanced as a result of latest technology being employed. In addition to the offset printing machine, your company is also installing an Expert Cut die cutter which is a very high speed and automated conversion machine enabling your Company to execute large volume jobs efficiently.

Haridwar factory :

During the year under review, the performance of this unit has been satisfactory. As a result of expansion in the previous year, the unit has been able to deliver high rates of growth.

Last year, your Company had also set-up a facility for manufacture of corrugated cartons in Haridwar. Your Directors are pleased to inform that this new unit has now stabilised and the products of this unit have been well received by the Customers.

Goa factory :

During the year under review, your company had started a new factory specialising in manufacture of corrugated cartons in Kundaim Industrial Estate in Goa. This unit has been set-up on leased premises and supplies from this unit commenced from July 2012. The unit has stabilised and its products have been well received by customers.

Your Directors are pleased to inform you that your Company has made arrangements to expand the premises by leasing the adjacent shed from May 2013, and are planning to install a 6 colour offset printing machine alongwith other ancillary equipment so this unit can become a full fledged independent unit for manufacture of printed cartons.

The expansion is expected to be completed by the end of July 2013 paving the way for TCPL''s entry in the rapidly growing South Indian market.

Future prospects :

Your Directors are pleased to state that due to the continuous growth your Company has witnessed, it continues to be India''s largest manufacturer of folding cartons with a turnover approaching approx Rs. 400 crores at a compound annual growth rate in excess of 20% over the last 7 years.

Your Directors are hopeful that with the continuous growth in the Indian economy, which results in even higher growth for consumer products, your Company shall be able to utilise its capacities at a higher level and will be able to maintain the growth it has achieved in the past.

Responsibility Statement :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Director''s Responsibility Statement, it is hereby confirmed :

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) That they have selected such accounting policies and applied them consistently and made judgements and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

d) That they have prepared the annual accounts on a going concern basis.

Deposits :

Your Company has not accepted any deposits from the general public in terms of Section 58A of the Companies Act, 1956. Corporate Social Responsibility :

Your Company, as a part of Corporate Social Responsibility, has adopted an Industrial Training Institute in Dharampur, in the state of Gujarat near its factory in Silvassa. It is an industrial partner with the state of Gujarat in connection with upgradation of the institute. The institute offers vocational training to students of nearby villages in various fields like fitter, mechanic, wire-man, printing and packaging etc. At present the institute has 521 students on its rolls.

Corporate Governance :

Your Company has complied with all the provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement with the Stock Exchange. A report on the compliance of the Corporate Governance and the Auditor''s certificate are given as an Annexure to this effect.

Directors :

Mr. Sajjan Jindal & Mr. C.M.Maniar, Directors of the Company, retire by rotation and have offered themselves for re-appointment.

Mr. Rishav Kanoria has been appointed as an Additional Director at the Meeting of Board of Directors held on 7th May, 2013. He has been appointed as Executive Director, on the terms as approved by the Board, subject to approval of shareholders at the ensuing Annual General Meeting.

Issue of warrants :

During the year under review, the promoters of your Company have not been able to exercise the warrants which were held by them representing 550,000 equity shares. Though the promoters would have been very keen to subscribe to the warrants, in accordance with the SEBI regulations which restricts buying of shares by the Promoter group by 5% of the equity capital in a single year, the Promoters could not exercise their option to convert warrants into shares as they had procured the shares from the open market.

Accordingly, the 25% deposit amounting to Rs. 68.75 lacs which had been brought in by the Promoters against these warrants has been forfeited and added to the Capital Reserves as appearing in Note 2 of the accounts.

Personnel:

Your Directors are pleased to state that the relations with the employees and workers at factories and offices were cordial throughout the year under review.

There are no employees who were drawing remuneration as per the limits specified under Rule 1A of the Companies (Particulars of Employees), Rules 1975, and hence, particulars as required under the provisions of Section 217 (2AA) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended are not given.

Conservation of Energy and Technology Absorptions :

Your Company has continued to make efforts for conserving and optimizing the use of energy.

Acknowledgement :

Your Directors wish to record their appreciation to all our bankers namely Dena Bank, Axis Bank and ICICI Bank for their continued support and timely assistance in providing working capital and long term fund requirements.

Auditors :

M/s. Shah Gupta & Company, Auditors of the Company retire at the Annual General Meeting and are eligible for re-appointment.

For and on Behalf of the Board of Directors

Place : Mumbai

Date : 7th May, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in submitting the Twenty Fourth Annual Report together with the audited accounts of the Company for the year ended 31st March, 2012.

Financial Results

(Rs.In lakhs)

Particulars Year Year

2011-12 2010-11

Gross Sales / Income from operations 29567.87 25102.55

EBIDTA 4486.03 3477.19

From which have been deducted :

Losses on account of Exchange rate differences 353.46 62.09

Interest / Finance charges 1196.50 983.75

Leaving a Cash Profit of 2936.07 2431.35

From which have been deducted:

Depreciation 1796.65 1462.54

Provision for Tax and Wealth Tax 197.46 224.11

Provision for Deferred Taxation 171.46 116.00

Leaving a balance of 770.50 628.70

To which have been added :

Balance brought forward from previous year 40.84 57.71

Making a total of 811.34 686.41 Which has been appropriated by the Directors as under :

General Reserve 400.00 500.00

Proposed Dividend 174.00 125.25

Corporate tax on dividend 28.23 20.32

Balance to be carried forward 209.11 40.84

Total 811.34 686.41

Dividend :

Your Directors are pleased to recommend increased dividend of Rs 2.00 per Equity Share amounting to Rs 202.23 lakhs including tax thereon.

WORKING REVIEW AND PERFORMANCE

Working Review :

During the year 2011-12, the gross turnover of the Company has increased to Rs 295.68 crores as against Rs 251.03 crores for the previous year ended 31st March, 2011 representing a growth of 17.79%. Your Company has converted 33194 MT of paperboard as against 30984 MT in the previous year. As usual, your Company continues to do significant share of its business by the conversion route. However, had all the products been sold on sales basis, the turnover would have been Rs 337.04 crores as against Rs 285.67 crores, representing a growth of 17.98%.

Exports of the Company have witnessed significant increase over the previous year. The Company's exports for the year ended 31st March, 2012 has increased to an all time high of Rs 50.62 crores as compared to Rs 33.44 crores for the previous year, representing a growth of 51.38 %.

During the year under review, your Company has earned an EBIDTA of Rs 44.86 crores as compared to Rs 34.77 crores, an increase of 29.02% over the previous year. The EBIDTA margin has also gone up from 14.68% in the previous year to 16.07%. Consequently, profit before tax is Rs11.39 crores as compared to Rs9.69 crores, an increase of 17.54% over the previous year.

The profit before tax has been adversely affected to the tune of Rs353.46 lakhs (previous year Rs62.09 lakhs) on account of losses suffered by the company with respect to foreign exchange transactions. The company continues to borrow on both long term and short term basis in foreign currency and fluctuations in the exchange rates have had a significant bearing on the profitability. Out of the total losses suffered by the Company in the current year, a significant part is on account of exchange fluctuation which is as result of conversion of Rupee borrowing into foreign exchange borrowing for working capital needs. The balance was on account of exchange differences on import & export transactions. As far as fluctuation on term loans are concerned, the same has always been capitalized as per the relevant accounting standard.

Performance:

Silvassa factory

Your Company is now operating three independent units at Silvassa.

a) Offset Printing Unit (OPU) which is equipped with three six colour offset presses along with a host of ancillary equipments for finishing and conversion of printed sheets into cartons.

b) Gravure Printing Unit (GPU) which is equipped with three 10-colour Gravure presses, all with inline die cutting facility. This unit is focused mainly on printing and conversion of cigarette blanks.

c) Fluted Corrugation Unit (FCU) which is producing E/F/N fluted cartons for a variety of customers in the FMCG and Food industries.

The performance of the factories located at Silvassa for the year ended 31st March, 2012 has been encouraging. The units significantly contribute to the growth in sales as well as growth in conversion of paperboard.

Hardwar

During the year under review, the Company has installed a state-of-art KBA printing machine imported from Germany (which was commissioned towards end of October, 2011) along with other ancillary equipments mainly from Bobst Group, Switzerland. As a result of these expansions, the capacity of the plant has significantly increased.

The Company has also set-up a new factory specializing in manufacture of corrugated cartons in the same industrial area. The Company has also imported state-of-art machinery which have been installed at this site and the plant has commenced commercial production in the end of March, 2012.

As a result of these significant expansions at Hardwar in the current year, your Directors are confident of achieving further growth in terms of volume and sales.

Future prospects:

Your Directors are pleased to state that your Company is today, one of India's largest independent manufacturer of folding cartons with a turnover of almost Rs300 crores and board consumption of over 35000 MT per annum.

Your Directors are hopeful that with the continuous growth in the Indian economy which results in even higher growth for consumer products, your Company shall be able to utilize its capacities at a higher level and will be able to maintain the growth which it has achieved in the past.

Your Company has also initiated steps to set-up a corrugating and finishing plant at Goa. In this context, the company has leased the premises and also installed equipments and is awaiting certain Government approvals. Upon receipt of these approvals, it shall commence commercial production. This step, though small, shall strengthen the Company's relationship with its customers in the vicinity as well as create an opportunity for the company to open up new markets for its products.

Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors' Responsibility Statement, it is hereby confirmed :

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

d) That they have prepared the annual accounts on a going concern basis.

Deposits

Your Company has not accepted any deposits from the general public in terms of Section 58A of the Companies Act, 1956. Corporate Social Responsibility

Your Company, as a part of Corporate Social Responsibility, has adopted an Industrial Training Institute in Dharampur, in the state of Gujarat nearby its factory at Silvassa. It is an industrial partner with the state of Gujarat in connection with up gradation of the institute. The Institute offers vocational training to students of nearby villages in various fields like fitter, mechanic, wire-man, printing and packaging etc. At present the institute has 450 students on its rolls.

Corporate Governance

The Company has complied with all the provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement with the Stock Exchange. A report on the compliance of the Corporate Governance and the Auditor's certificate are given as an Annexure to this effect.

In accordance with the revised guidelines under the Companies Act, this year's annual report is submitted herewith in a new format to comply with revised Schedule VI of the Act. The quarterly and annual results are being released also in accordance with the same.

Directors

Mr Atul Sud and Mr Sudhir Merchant, Directors of the Company, retire by rotation and have offered themselves for re-appointment. Addition to Share capital & Issue of Warrants

During the year under review, the promoters of the Company have subscribed to 3,50,000 equity shares of Rs.10/- each at a premium of Rs.34.70 per share aggregating to .56 crores. The Share premium has been revised from Rs30.00 per Share to Rs34.70 per Share as per the directive given by Mumbai Stock Exchange. As a consequence, the paid-up share capital of the Company has increased from Rs8.35 crores to Rs8.70 crores consisting of 87,00,000 shares with a face value of Rs10/- each. Besides this, the Company has also allotted 550,000 warrants to the promoters at a price of f50/- per warrant and accordingly the promoters have brought in 25% of the amount as per SEBI guidelines.

Personnel

Your Directors are pleased to state that the relations with the employees / workers at factory and office were cordial throughout the year under review.

There are no employees who were drawing remuneration as per the limits specified under Rule 1A of the Companies (Particulars of Employees), Rules 1975, and hence, particulars as required under the provisions of Section 217 (2AA) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended are not given.

Conservation of Energy and Technology Absorptions

The Company has continued to make efforts for conserving and optimizing the use of energy.

Acknowledgement

Your Directors wish to record their appreciation to all our Bankers namely Dena Bank, Axis Bank and ICICI Bank for their continued support and timely assistance in providing working capital and long term fund requirements.

Auditors

M/s Shah Gupta & Company, Auditors of the Company retire at the Annual General Meeting and are eligible for re-appointment.

For and On Behalf of the Board of Directors

Chairman

Place : Mumbai

Date : 19th May, 2012


Mar 31, 2011

The Directors have pleasure in submitting the Twenty Third Annual Report together with the audited accounts of the company for the year ended 31st March, 2011.

Financial Results

(Rs. In lacs)

Year Year Particulars 2010-11 2009-10

Gross Sales / Income from operations 25102.55 19609.78

EBIDTA 3477.19 2742.27

From which have been deducted :

Losses on account of Exchange rate differences 62.09 85.10

Interest / Finance charges 983.75 662.78

Leaving a Cash Profit of 2431.35 1994.39

From which have been deducted :

Depreciation 1462.54 1209.10

Provision for Tax and Wealth Tax (Current Year) 224.11 283.72

Provision for Tax (earlier years) - 93.50

Provision for Deferred Taxation 116.00 (35.23)

Leaving a balance of 628.70 443.30

To which have been added :

Balance brought forward from previous year 57.71 654.34

Making a total of 686.41 1097.64

Which has been appropriated by the Directors as under :

General Reserve 500.00 900.00

Proposed Dividend 125.25 120.00

Corporate tax on dividend 20.32 19.93

Balance to be carried forward 40.84 57.71

Total 686.41 1097.64 Dividend :

Your Directors are pleased to maintain a dividend of Rs. 1.50 per equity share amounting to Rs. 145.57 lacs including tax thereon. Though the Profit after tax has increased over last year, your Directors felt it prudent to maintain the dividend to conserve funds for financing growth.

WORKING REVIEW AND PERFORMANCE

Working Review:

During the year 2010-11, the gross turnover of the Company has increased to Rs. 251.03 crores as against Rs. 196.09 crores for the previous year ended 31st March 2010 representing a growth of 28.02%. Your company has also converted 30984 M.T of paperboard as against 26989 M.T in the previous year. As usual, your Company continues to do significant share of its business by the conversion route. However, had all the products been sold on sales basis, the turnover would have been Rs. 285.67 crores as against Rs. 223.04 crores, representing a growth of 28.08%.

During the year under review, your Company has earned an EBIDTA of Rs. 34.77 crores as compared to Rs. 27.42 crores, an increpse of 26.80% over the previous year. The Profit before tax however is Rs. 9.69 crores, an increase of 23.34% over the previous year.

During the year under review, your Company has suffered foreign exchange losses on account of its foreign exchange transactions with respect to import and export of materials and forward exchange contracts towards term loans. The total losses in this respect amount to Rs. 62.09 lacs as compared to Rs. 85.10 lacs in the previous year. Though your Directors have tried to minimize these risks, the volatility of exchange rates during the year has been quite considerable and unusual given the trend over the past many years.

Performance:

Silvassa factory

As explained in the Directors Report last year, your Company is now operating three independent units at Silvassa. The oldest of its units called OPU (Offset printing unit) is equipped with three six colour offset presses along with a host of ancillary equipments for finishing and conversion of printed sheets into cartons.

During the year under review, the unit installed a new six colour AAAN Roland Offset press which was commissioned in August, 2010. The capacity utilization of the unit has been increasing for the past few months and the unit has also added several new customers to its portfolio.

The Second unit operated at Silvassa is called GPU (Gravure printing unit) is equipped with three 10 colour gravure presses, all with inline die cutting facility. This unit is focused mainly on printing and conversion of cigarette blanks. This unit was also audited and approved by world renowned cigarette manufacturers, Phillip Morris International for printing of packaging material of their products. The Company has been in negotiation with them ever since and are hopeful of printing cartons for their world famous cigarette brands in the near future. Apart from this, the performance of the unit has been satisfactory and bulk of the Companys exports are contributed by products manufactured by this unit.

The third unit at Silvassa is called FCU (Fluted Corrugation unit) and is also performing satisfactorily and is producing E/F/N fluted cartons for a variety of customers in the FMCG and Food industries.

Haridwar factory

Haridwar plant of your Company continues to achieve high levels of capacity utilization. The products of the plant have been well received by its customers and your Directors are pleased to state that the levels of capacity utilization and business generated at this plant have surpassed expectations and are at a satisfactory level.

At present, the Haridwar plant of your Company is undergoing major expansion as your Company is in the process of installing a third line of printing press at this plant along with other ancillary equipment. Your Directors expect to commence production of this enhanced capacity by September, 2011.

Your Directors are quite confident that with the increase in capacities as well as re-organization of the plant, the prospects of the same are very encouraging and the company shall reap its benefits in the coming years.

Future prospects:

Your Directors are pleased to state that your Company is today, one of the largest independent manufacturer of folding cartons in India with a turnover that has surpassed Rs. 250 crores and board consumption of over 30000 MT per annum.

During the current year, your Company is adding one more printing machine at Haridwar thereby considerably adding to its capacity. This will be the ninth printing line set-up by the Company and thereby the installed capacity will be quite considerable.

Your Directors are confident that with the growth in economy and particularly the growth in the consumer product industries, your Company shall be able to take benefit of this higher capacity by achieving higher levels of capacity utilization in the current year and in the years ahead.

Besides adding a new machine at Haridwar, your Company has also been allotted one more plot of land in Haridwar, where it intends to set-up a corrugation facility besides a warehouse for storage of raw materials and finished goods.

During the year under review, your Companys exports have witnessed remarkable increase over the previous year. The Companys exports for the year ended 31st March, 2011 has increased to Rs. 31.01 crores as compared to Rs. 23.37 crores for the previous year, representing a growth of 32.69 %.

Since the economies in the West have improved considerably, your Directors are confident that there will be further growth in exports, which will also contribute to higher levels of capacity utilization and thereby better profitability for the company.

Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

d) That they have prepared the annual accounts on a going concern basis.

Deposits

Your Company has not accepted any deposits from the general public in terms of Section 58A of the Companies Act, 1956.

Corporate Social Responsibility

Your Company has, as a part of Corporate Social Responsibility, adopted an Industrial Training Institute in Dharampur, in the state of Gujarat nearby its factory at Silvassa. It is an industrial partner with the state of Gujarat in connection with up gradation of the institute. The Institute offers vocational training to students of nearby villages. Your Company has taken special interest and initiative in improvement of English language skills of the students of the institute. At present the institute has 400 students on its rolls who are engaged in various courses such as fitter, mechanic, wireman etc. The institute has also started special basic courses in "Printing and Packaging".

Corporate Governance

The Company has complied with all the provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement with the Stock Exchange. A report on the compliance of the Corporate Governance and the Auditors certificate are given as an Annexure to this effect.

Directors

During the year under review, Mr.Pradip Kumar Khaitan was appointed as Director of the Board. He retires by rotation and has offered himself for re-appointment. Mr.C.M.Maniar also retires by rotation and has offered himself for re-appointment.

In view of increase in activities, the Board has appointed Mr.S.G.Nanavati as an additional Director on the Board and recommends him to be appointed as Executive Director on the Board, subject to approval of shareholders. His terms of appointment and remuneration are set out in the notice of the 23rd Annual General Meeting.

Addition to Share capital & Issue of Warrants

During the year under review, the promoters of the Company have subscribed to 3,50,000 equity shares of Rs. 10/- each at a premium of Rs. 30/- per share aggregating to Rs.1.40 crores. Besides this, the Company has also made a fresh allotment of 550,000 warrants to the promoters at a price of Rs. 50/- per warrant and accordingly the promoters have brought in 25% of the amount as per SEBI guidelines. However, due to certain recent amendments in SEBI Regulations (Issue of Capital & Disclosure Requirements), 2009 the Company had to cancel 550,000 warrants and the amount deposited by the warrant holders will be refunded in due course. However, in order to strengthen the long term working capital position of the Company, the Board of Directors have decided to issue 550,000 warrants on the same terms subject to permission of share holders in the ensuing Annual General Meeting. The proposed warrants can be converted into equity shares in the ratio of one warrant to one share, can be subscribed by the promoters as per SEBI guidelines within 18 months from the date of allotment.

Personnel

Your Directors are pleased to state that the relations with the employees / workers at factory and office were cordial throughout the year under review.

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the annexure to the Directors Report. However, as per the provisions of Section 219(l)(b)(iv) of the Act, the Report and Accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary.

Conservation of Energy and Technology Absorptions

The Company has continued to make efforts for conserving and optimizing the use of energy.

Acknowledgement

Your Directors wish to record their appreciation to all our Bankers namely Dena Bank, Axis Bank and ICICI Bank for their continued support and timely assistance in providing working capital and long term fund requirements.

Auditors

M/s. Shah Gupta & Company, Auditors of the Company retire at the Annual General Meeting and are eligible for re-appointment.

For and On Behalf of the Board of Directors

Chairman

Place : Mumbai Date : 30th May 2011

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