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Directors Report of TCPL Packaging Ltd.

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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