To the Members
The Directors present the Fifty Fourth Report and the Audited Statement of Accounts ofthe Company for the year ended 31st March 2017.
1. FINANCIAL RESULTS
| ||31st March 2017 ||31st March 2016 |
| ||(Rupees) ||(Rupees) |
|Total Revenue from operations (including Excise) ||1440589987 ||1379582183 |
|Total Revenue from operations (excluding Excise) ||13089.26570 ||1250597236 |
|Other Income ||3873061 ||6185240 |
|Total Revenue ||1312799631 ||1256782476 |
|Profit before depreciation and tax ||83034175 ||63022007 |
|Less : Depreciation ||44050289 ||38083536 |
|Profit before tax ||38983887 ||24938471 |
|Less : Provision for current tax ||12740000 ||7990000 |
|Provison for Earlier years' Tax ||(1257779) ||- |
|Provision for deferred tax ||136000 ||1149000 |
|Net profit for the year amounts to ||27365666 ||15799471 |
|Balance brought forward from previous year ||276536962 ||276286888 |
|Disposable profit for the year ||303902628 ||292086359 |
The Directors recommend dividend payment of Rs.5/- per Equity Share of Rs.10/- eachon 922133 Equity Shares of Rs.10/- each for the year ended 31st March 2017 which ifapproved by the members at the 54th Annual General Meeting to be held on Friday11th August 2017.
In view of the revised Accounting Standards (AS) 4 provision for dividend is notrequired to be made in accounts. The same is required to be disclosed in notes ascontingency.
Accordingly dividend as proposed for the year 2016-17 is not accounted in the AnnualAccounts of 2016-17. The payout of Rs. 4610665 in respect of dividend will be accountedduring the Financial Year 2017-18 if approved by the Members in the ensuing AnnualGeneral Meeting.
3. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 125 of the Companies Act 2013 the unclaimed dividend relating tothe financial year ended
31st March 2010 declared on 07th July 2010 is due for remittance on 11th August 2017to Investor Education and Protection Fund established by the Central Government.
4. SHARE CAPITAL
The Paid-up Equity Share Capital as on 31st March 2017 is Rs. 9221330/- comprises922133 shares of Rs.10/- each. During the year under review the Company has not issuedany Shares on Right basis and bonus to the shareholders.
5. REVIEW OF OPERATIONS
Your Company has achieved a total sales turnover of Rs.14406 lakhs for the year ended31 st March 2017 as compared to Rs.13796 lakhs for the previous year therebyregistering a moderate growth of 4%. The profitability has also shown an improved trend ascompared to previous year. This improvement is mainly due to the increase in demand fromdairies in Gujarat and favorable domestic market conditions. During the year under reviewthe Company has achieved a sales turnover of Rs.12622 lakhs of metal cans and itscomponents as compared to Rs.12234 lakhs in the previous year thereby registering agrowth of 3% consequent upon better realization and increased demand from dairies inGujarat. The Company has executed export orders worth Rs.498 lakhs of metal cans and itscomponents during the year under review as compared to Rs. 621 lakhs in the previous yeara drop of 20%. This huge decline in export sales is mainly due to unfavourableinternational market conditions and reduction in our exports of metal components to MiddleEast countries due to volatile political & economic conditions prevailing there.
The Sugar Cone Division has achieved a sales turnover of Rs.1783 lakhs as compared toRs.1562 lakhs in the previous year a growth of 14%. This increase in salesturnover of Sugar Cone is due to increase in overall ice-cream demand. The company ishopeful of better performance during the current year in view of good demand for OTS candue to favourable mango crop and increase in the dairy demand from Gujarat.
6. DOMESTIC MARKET AND EXPORTS
The Company is one of the leading and established Company in tin packaging industry inIndia. The Company is doing aggressive marketing efforts and focusing on quality anduninterrupted supply throughout the year to dairy and food processing industries.
Further the Company has successfully established its presence in export market inMiddle East countries. The Directors are positive of the future growth in internationalmarket.
(a) Total Foreign Exchange Earned.
Product exports including deemed exports Rs. 554 lakhs (b) Total Foreign Exchange Used.Import of tinplate (main raw material) Stores & Spares Capital Goods etc. Rs. 4545lakhs
7. FINANCIAL AND ACCOUNT STATEMENTS
Your Company prepares its financial statements in compliance with the requirements ofthe Companies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India.The financial statements have been prepared on historical cost basis. The estimates andjudgments relating to the financial statements are made on a prudent basis so as toreflect a true and fair manner the form and substance of transactions and reasonablypresent the Company's state of affairs profits and cash flows for the year ended 31stMarch 2017.
There is no audit qualification in the financial statements by the statutory auditorsfor the year under review.
The Company has been by assigned a rating of CRISIL A-/ Stable for Long term facilitiesand CRISIL A2 Plus for short term facilities.
Your Company does not have any subsidiary company.
10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act
2013 wherever applicable are given in the notes to financial statements.
11. DISCLOSURES UNDER THE COMPANIES ACT 2013
i) Extract of Annual Return:
Pursuant to section 92(3) of the Companies Act 2013 (the Act') and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of annual return isannexed as Annexure I.
ii) Number of Board Meetings:
The Board of Directors met four times during the year 2016-17. The details of the boardmeetings and the attendance of the Directors thereat are provided in the CorporateGovernance Report appearing as a separate section in this Annual report.
iii) Composition of Audit Committee
Kaira Can Company Limited has an Audit Committee that currently comprises of threeIndependent Directors and one Non-Executive Director. The Chairman of the Audit Committeeis an Independent Director. The
Independent Directors are accomplished professionals from the corporate fields. TheManaging Dierctor
Executive Director & CFO and Sr. GM (Finance and Accounts) of the Company attendthe meetings on invitation. The Company Secretary is the Secretary of the Committee.During the year ended March 31 2017 the Committee met four times. The other details ofthe Audit Committee are given in the Corporate Governance Report appearing as a separatesection in this Annual Report.
iv) Related Party Transactions:
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained on a quarterlybasis for the transactions which are of a foreseen and repetitive nature. The transactionsentered into pursuant to the omnibus approval so granted are audited and a statementgiving details of all related party transactions is placed before the Audit Committee andthe Board of Directors for their approval on a quarterly basis The policy on Related PartyTransactions as approved by the Board is uploaded on the Company's website atwww.kairacan.com.
Since all related party transactions entered into by the Company were in the ordinarycourse of business and were on an arm's length basis Form AOC-2 is not applicable to theCompany.
12. MANAGEMENT OF RISKS OF FRAUD CORRUPTION AND UNETHICAL BUSINESS PRACTICES.
Whistle Blower Policy/ Vigil mechanism
The Company has a whistleblower policy to deal with instances of fraud andmismanagement if any.
In compliance with the requirement of the Companies Act 2013 and Listing Agreementguidelines the Company has established a Whistle Blower Policy/Vigil mechanism Policy andthe same is placed on the website of the Company at www.kairacan.com.
The employees of the company are made aware of the said Policy at the time of joiningthe Company.
13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis defined in the mandate provided to the internal Auditors. The Internal Audit isentrusted to M/s. Kiran Patel & Co. Chartered Accountants. The main thrust ofinternal audit is to test and review controls appraisals of risks and business processesbesides benchmarking controls with best practices in the industry. To maintain itsobjectivity and independence the Internal Auditor reports to the Audit Committee of theBoard. The Internal Auditor monitors and evaluates efficacy the and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee of the Board.
14. HEALTH SAFETY AND ENVIRONMENTAL PROTECTION
Your Company has complied with all applicable environmental laws and labour laws. TheCompany has been taking all the necessary measures to protect the environment and maximiseworker protection and safety. The Company's policy require conduct of operation in such amanner so as to ensure safety of all concerned compliance of environmental regulationsand preservation of natural resources.
In accordance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) 2013 and the rules made thereunder the Company has constituted InternalComplaints Committee. During the year under review there were no complaints referred tothe Committee. The Company is having status of ISO - 9001-2008 certification which isinternationally recognised for the production quality control and other qualities. Thescope of the certificate is for management system which is in line with the standards ofthe manufacturing and supply of metal cans and components.
15. EMPLOYEES' STOCK OPTION PLAN
Your Company has not provided to any employee stock options.
The Board consists of Executive and Non-Executive Directors including IndependentDirectors who have wide and varied experience in different discipline of corporatefunctioning.
In accordance with the provisions of the Companies Act 2013 and the Companies Articlesof Association
Shri Premal N Kapadia and Shri Kishosinh M. Jhala retire by rotation and being eligibleoffer themselves for the re-election.
17. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as Independent Directorunder the provisions of section 149 of the Companies Act 2013 as well as Regulations16(b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015. TheBoard confirms that the said Independent Directors meet the criteria as laid down underthe Companies Act 2013 as well as SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015.
18. CODE OF CONDUCT
The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management which is available on the company's website. All BoardMembers and Senior Management personnel have affirmed compliance with the code of conduct.
19. EVALUTION OF THE BOARD'S PERFORMANCE
In compliance with the Companies Act 2013 and SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015. the performance evaluation of the Board as awhole and of the Individual Directors was carried out during the year under review. Withthe help of a structured questionnaire which was prepared after taking into considerationinputs received from the Directors covering various aspects of the Board's functioning
Board culture execution and performance of specific duties obligations andgovernance.
A separate exercise was carried out to evaluate the performance of Individual Directorsincluding the Chairman of the Board on parameters such as level of engagement andcontribution independence of judgment safeguarding the interest of the Company and itsminority shareholders etc.
The Directors expressed satisfaction with the evaluation process.
20. KEY MANAGERIAL PERSONNEL
During the year under review the following are the Key Managerial Personnel of theCompany :
|Sr. No. ||Name of the Key Managerial Personnel ||Designation |
|1 ||Shri. Ashok B. Kulkarni ||Managing Director |
|2 ||Shri. K. Jagannathan ||Executive Director & Chief Financial Officer |
|3 ||Shri. Hiten P. Vanjara ||Company Secretary |
21. PARTICULARS OF THE EMPLOYEES
Disclosure pertaining to the remuneration and other details as required under Section197(12) of the Act and the Rules framed thereunder is enclosed as Annexure to the Board'sReport. The information in respect of employees of the Company required pursuant to Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will beprovided upon request. In terms of Section 136 of the Companies Act 2013 the Report andAccounts are being sent to the Members and others entitled thereto excluding theaforesaid Annexure which is available for inspection by the Members at the RegisteredOffice of the Company during business hours on working days of the Company up to the dateof the ensuing Annual General Meeting. If any Member is interested in obtaining a copythereof such Member may write to the Company Secretary in this regard.
22. NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors. This policy also lays down criteria for selection andappointment of Board Members. The details of this policy is explained in the CorporateGovernance Report.
23. STATUTORY AUDIT
The Auditors M/s. Kalyaniwalla and Mistry LLP Chartered Accountants who are statutoryauditors of the Company hold office upto the ensuing Annual General Meeting and arerecommended for re-appointment to audit the accounts of the Company for the Financial Year2017-18. As required under the provisions of Section 139 of the Companies Act 2013 theCompany has obtained written confirmation from M/s. Kalyaniwalla and Mistry LLP CharteredAccountants that their appointment if made would be in conformity with the limitsspecified in the said Section.
24. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed Mr. V. Sundaram Practicing Company Secretary(C.P.No.3373) to undertake the Secretarial Audit of the Company. The Secretarial AuditReport is included in the Directors' Report and forms an integral part of this Report andis annexed as Annexure II.
25. COST AUDIT
As per the requirement of the Central Government and pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014 asamended from time to time your Company has been carrying out audit of cost recordsrelating to Can Division. The Board of Directors on the recommendation of AuditCommittee has appointed M/s P.D. Modh & Associates as Cost Auditor to audit the costaccounts of the Company for the financial year 2017-18 As required under the CompaniesAct 2013 a resolution seeking member's approval for the remuneration payable to the CostAuditor forms part of the Notice convening the Annual General meeting.
26. BUSINESS RISK MANAGEMENT
Pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations2015.the Company has laid down a framework to inform the Board about the particulars ofrisk assessment and minimisation procedures. These procedures are reviewed by the Boardannually to ensure that executive management controls risk through the mechanism of aproperly defined framework.
The Company has a robust Business Risk Management framework to identify evaluateaccess business risks and their impact thereupon. The key business risk elementsidentified by the Company and bifurcated under different Heads are as under:
a. Raw Materials : This head covers cost of raw materials non-availability ofraw materials etc.
b. Financial : This head covers risk elements such as dwindling financialratios foreign exchnage fluctuations drop in credit rating investor relations fraudinadequate insurance etc.
c. Operations : This head includes risk elements such as non-availability oflabour labour unrest non-availability of power non-availability of water breakdownnon-availability of competent personnel pollution control legal compliance safetylogistics / transport machinery spares and equipment issues etc.
d. Market : This head includes risk elements such as price of finished productsdemand supply mismatch substitute products bad debts service / product complaintsbrand image etc.
The Assets of the Company are adequately insured against the loss of fire riotsearthquake etc. and other risks which considered necessary by the Management.
As per the Companies Act 2013 your Company is not falling under eligible company foraccepting deposits from the public. Accordingly the Company has discontinued its FixedDeposit Scheme since 31st March 2014.
However the Company is eligible to accept fixed deposits within the prescribed limitsfrom the members.
The Company has been assigned a rating of FA by CRISIL Limited for its Fixed Depositscheme for the members.
29 INSIDER TRADING POLICY:
As required under the new Insider Trading Policy Regulations of SEBI your Directorshave framed new Insider Trading Regulations and Code of Internal Procedures and Conductfor Regulating Monitoring and Reporting of Trading by Insiders. For details please referto the company's website.
30. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(C) the Board confirm and submitthe Directors' Responsibility
a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards had been followed alongwith proper explanation relating tomaterial departures;
b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
31. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
During the year under review relations between the employees and the managementremained satisfactory at all the units of the Company. The Company takes pride in thecommitment competence and dedication shown by its employees in all areas of business.
The Company is committed to nurturing enhancing and retaining top talent throughlearning and organizational development as a part of human resource development function.None of the employee is drawing salary in excess of the limits prescribed by the CompaniesAct 2013 and rules made thereunder which needs to be disclosed in the Directors' Report.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and company'soperations.
33. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
Your Company is committed to good Corporate Governance practices and following to theguidelines prescribed by the SEBI and BSE Ltd from time to time. and Pursuant to SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015. the Company hasimplemented various provisions relating to Corporate Governance a separate section oncorporate governance practices followed by the Company and Management discussion andanalysis together with a certificate from the Company Secretary in practice confirmingcompliances is set out in the Annexure IV forming part of this Report.
34. CORPORATE SOCIAL RESPONSIBILITY
The Company is committed to discharging its social responsibility as a good corporatecitizen.
The Company has identified initiative to promote preventive health care by joining handwith Jivan Jyoti Trust which runs Shree Kalikund Parshwanath General Hospital Dholka forvarious Medical and healthcare facilities to poor and needy patients in and aroundDholkaAnand and kanjari. Charutar Arogya Mandal which runs Shree Krishna Hospital inKaramsad Gujarat for advance treatment for Cancer and Cardiac of poor and needy patients.
The Company has also identified initiative through the registered trust viz. Peoplefor the Respect and care of Animals Kolkatta which ensures protection of Flora and faunaand aniamal welfare.
The Board provide a brief outline of the company's CSR policy including the statementof intent reflecting the ethos of the company broad areas of CSR interest and an overview of activities proposed to be undertaken. The CSR policy has been hosted on thewebsite of the Company. The CSR Committee consists of the following members :
|Name of the Member ||Designation |
|Shri. Premal N. Kapadia ||Chairman of the Committee |
|Shri. Shishir K. Diwanji ||Member |
|Shri. K. Jagannathan ||Member |
The Report on CSR activities as required under Companies (Corporate SocialResponsibility Policy) Rules 2014 is included in the Directors' Report and forms anintegral part of this Report and is annexed as Annexure III.
35. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTIONS
Energy Conservation continued to be priority area for the Company for effective controlon electricity and fuel consumption at all the Units.
During the year further cost savings have been achieved as all the Units of theCompany have now switched over with Natural Gas and replacing conventional lighting withLED lighting to achieve reduction in power consumption.
The Company continues its efforts in upgradation of systems and equipment with a viewto improving the quality of the products minimising manufacturing wastages costreduction in terms of better productivity and customer satisfaction through better productperformance.
36 ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important stakeholders.
Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing over all corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.
Your Directors express their appreciation for the assistance and co-operation receivedfrom the Gujarat Cooperative Milk Marketing Federation Limited Banks GovernmentAuthorities and Shareholders during the year under review. Your Directors wish to place onrecord their deep sense of appreciation for the devoted services of the executives staffand workers of the Company for its success.
| ||On behalf of the Board of Directors |
|Place : Mumbai ||SHISHIR K DIWANJI |
|Dated : 26th May 2017 ||CHAIRMAN |
| ||(DIN: 00087529) |