Your Directors have pleasure in submitting the 45th Annual Report together with AuditedAccounts for the year ended 31st March 2016.
( Rs in Lacs)
|Particulars ||2015-16 || |
|Sale of products ||24596.52 ||24600.12 |
|Other Income ||366.26 ||321.78 |
|Total Income ||24962.78 ||24921.90 |
|Net Profit After Tax ||1645.58 ||1144.90 |
|Appropriations: || || |
|Transfer to General Reserve ||30.00 ||30.00 |
|Transfer to Gratuity Reserve Fund ||- ||- |
|Proposed Equity Dividend ||143.27 ||95.51 |
|Dividend on Preference Shares ||24.00 ||24.00 |
|Tax on Dividend ||34.07 ||23.89 |
|Balance carried to Balance Sheet ||1414.24 ||971.50 |
REVIEW OF OPERATIONS:
During the year under review your Company has achieved yet another milestone bycontinuing its path of growth and achieving a Turnover ofRs 250 Crores despite low rawmaterial prices. It is a matter of great satisfaction that your Company has managed toretain all its customers and improve Volumes with some of its principal customers inEurope. The inroads made into North America have started to become steady business with asignificant improvement in sales from South America. Your Company continues to layemphasis on value added products and is creating the infrastructure towards that goal.
During the year your Company successfully installed the second Roof Top Solar plant of306 kw capacity bringing the total generation to 506 kw. This Project has shown a boldinitiative towards renewable energy.
The year saw significant improvements in margins. Accordingly the bottom line of yourCompany has increased by 43.76 % reaching a record figure of `16.46 Crores against `11.45Crores in the previous year.
The trading activities as Del Credere Associate Cum Consignment Stockist of Indian OilCorporation Limited (IOCL) have stabilized and performing well in a difficult market.
Your Directors have declared an interim dividend @ 12% (i.e. `1.20) per Equity Share inits meeting held on 10th March 2016 and have recommended a final dividend @ 6% (i.e.`0.60) per Equity Share in its meeting held on 23rd May 2016 for the financial year2015-16. Dividend on Preference Shares was declared @ 12% for the financial year 2015-16according to the terms of their issue.
The year marks two major milestones in the life span of your Company. We have completed45 years of successful operations since incorporation and 30 years since the public issue.To mark this momentous occasion your Directors have recommended to issue Bonus shares tothe equity shareholders of the Company by way of capitalizing part of the reserves in theratio of 1:2 i.e. one equity share for every two equity shares held.
Your Company continues to work on technological upgradation and innovation. The Companyhas undertaken a massive project towards Operation Excellence and Lean management in itsfacilities which has started bringing in results As an ongoing process all suchinitiatives will further improve its performance. The management continues to lay emphasison exports of value added products and expanding the geographical reach of its exportmarket is your Companys priority.
The third Multifilament Yarn Plant has stabilized and the product has been establishedin the market. New Export markets and some research towards value added products ishelping this division.
The outlook for the current financial year looks robust and positive. The management ishopeful of improving its profitability.
Your Company has taken Deposits from Corporates Directors Promoters and theirrelatives. The outstanding balance of which is Rs 307.00 Lacs (including interest accruedthereon) as on 31/03/2016. In view of Section 73 to 76 of the Companies Act 2013 readwith Companies (Acceptance of Deposit) Rules 2014 all the deposits held by the Companyare exempted deposits.
Smt. Usha Agarwal is retiring by rotation at the ensuing Annual General Meeting and iseligible for re-appointment. In view of the valuable guidance and support received fromher your Directors recommend her re-appointment.
During the year Dr. Ram Gopal Bagla was appointed as an Additional Director(Independent) w.e.f. 25th May 2015 to hold office till the date of 44th Annual GeneralMeeting i.e. 13th August 2015. His appointment was regularised at the 44th AnnualGeneral Meeting and he was appointed as Independent Director of the Company w.e.f. 13thAugust 2015 to hold office for 5 (five) consecutive years up to 31.03.2020.
Further in the 44th Annual General Meeting held on 13th August 2015 Shri ShashankAgarwal has been re-appointed as Director (Technical) with fresh terms and conditions fora period of 3 years w.e.f. 1st September 2015 and there has been a revision of terms andconditions of appointment of Shri Manoj Agarwal Managing Director and Shri Sunil MehtaDirector (Operations) for the remaining tenure of their present Term.
During the year your Company has conducted 6 meetings of the Board of Directors. Thedetails of the meeting and attendance therein are given under Corporate Governance Report.
KEY MANAGERIAL PERSONNEL
During the year Shri Arvind Gunjan General Manager (Finance) has been designated asthe Chief Financial Officer w.e.f. 8th February 2016 in the Board meeting held on 8thFebruary 2016. Shri Ankur Shrivastav was the Company Secretary of the Company up to 15thSeptember 2015. Shri Brajmohan Prasad was the Company Secretary of the w.e.f. 16thSeptember 2015 up to 31st March 2016. The Board of Directors in its meeting held on 10thMarch 2016 has appointed Shri Avinash Kumar Singh as the Company Secretary of the Companyw.e.f. 1st April 2016.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
Pursuant to Regulations 34 (3) and 53 (f ) of SEBI (LODR) Regulations 2015 Report onCorporate Governance and Management Discussion & Analysis Report are annexed to theAnnual Report as Annexure A which forms part of this Report. TheAuditors Certificate certifying that the Company has complied with the requirementsof Corporate Governance in terms of SEBI (LODR) Regulations 2015 is attached and formsthe part of this Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information as per Section 134(3)(m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 relating to conservation of energy technology absorption andforeign exchange earnings and outgo for the financial year 2015-16 are annexed as AnnexureB which forms part of this Report.
PARTICULARS OF EMPLOYEES:
The information required under Section 197(12) of the Companies Act 2013 read with theRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are annexed as Annexure C which forms part of this Report.
No employee of the Company is covered under any of the clauses of Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration ) Rules 2014 are furnished in AnnexureD and is attached to this Report.
The Equity Shares of Company continue to be listed at Bombay Stock Exchange. We confirmthat the Annual Listing Fees for the financial year 2016-17 has been paid.
I. STATUTORY AUDITORS
M/s Pandey & Co. Chartered Accountants were appointed as Statutory Auditors ofyour Company for a period of 3 years in the Annual General Meeting held on 10/09/2014.Their continuance of appointment is placed for ratification at the ensuing Annual GeneralMeeting. The Company has received a certificate from the above Auditors to the effect thatif their appointment is ratified it would be in accordance with the provisions of Section141 of the Companies Act 2013.
There was no qualification reservation or adverse remark made by the Auditors in theirrespective report.
II. COST AUDITORS
In view of the Companies (Auditors Report) Order 2015 Cost Audit is notapplicable on your Company.
III. SECRETARIAL AUDITORS
The Company has appointed M/s Adesh Tandon & Associates Practicing CompanySecretaries as the Secretarial Auditors of the Company for the year 2015-16. There was noqualification reservation or adverse remark made by the Auditor in their respectivereport. The Secretarial Audit Report as placed by the Auditor is annexed with this Reportas Annexure E.
IV. INTERNAL AUDITORS:
The Company has appointed M/s Kapoor & Tandon Chartered Accountants as theInternal Auditors of the Company for the year 2015-16. Their report is placed before theAudit Committee of the Company from time to time.
The observations made in the Secretarial Audit Report annexed hereto as Annexure E areself explanatory and hence need no further explanation from your Directors.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control with reference to the financialstatements. All the transactions are properly authorized recorded and reported to theManagement. The Company is following all the applicable Accounting Standards for properlymaintaining the books of accounts and reporting financial statements. The internal auditorof the Company checks and verifies the internal control and monitors them in accordancewith policy adopted by the Company. Company ensures proper and adequate systems andprocedures commensurate with its size and nature of its business.
CORPORATE SOCIAL RESPONSIBILITY
In terms of section 135 and Schedule VII of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility) Rules 2014 the Board of Directors of yourCompany has constituted a CSR Committee the details of which are given in CorporateGovernance
Report. CSR Committee of the Board has developed a CSR Policy which is enclosed as partof this report Annexure-F.
Annual report on CSR as required under rule 8(1) of the Companies (Corporate SocialResponsibility) Rules 2014 is annexed with this report as Annexure G.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Your Company has not made any loan or given any Guarantees or made any investment underSection 186 of the Companies Act 2013.
VIGIL MECHANISM _WHISTLE BLOWER POLICY_
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules 2014 andRegulations 34 (3) and 53 (f ) of SEBI (LODR) Regulations 2015 a Vigil Mechanism fordirectors and employees to report genuine concerns about unethical behaviour actual orsuspected fraud or violation of the Companys code of conduct or ethics policy hasbeen established. The Vigil Mechanism Policy has been uploaded on the website of theCompany.
The Company follows the risk management policy wherein the management keeps an eagleeye view on the markets both domestic and foreign related to the products the Companymanufactures and the raw materials required. The management also monitors thesocio-economic changes worldwide and the changes in the currency parameters viz-a-vizIndian market and foreign markets inter-se currency and socio economic parameters.
The Board members are regularly informed about the potential risks their assessmentand minimization procedures. The Board frames a plan for elimination / minimization of therisk and further lays out the steps for implementing and monitoring of the risk managementplan.
There are no risks which in the opinion of the Board are of the nature that canthreaten the existence of the Company. However the risks inter-se that are generallydealt in regular course of business and have to be taken care of are fluctuations inforeign exchange rates and raw material prices.
MATERIAL CHANGES AND COMMITMENTS:
No material changes or commitments which may affect the financial position of theCompany has been occurred between the end of the financial year of the Company and thedate of this report.
The Board annually evaluates its performance as well as the performances of itsCommittees and of Directors individually.
For evaluating the performance of the Board as a whole the Board reviews theperiodical performances of the Company and the role of the Board towards achievement ofthe said performances and the future plans as set out from time to time.
The performance of the Whole Time Directors is evaluated by the Board by linking itdirectly with their devotion towards implementation and management of the growthparameters of the Company and the actual achievements of the Company.
The performance of the Non Executive / Independent Directors is evaluated on the basisof their contribution for adopting better corporate governance practices transparency anddisclosures in achieving the goal of the Company.
The performance of the various Committees of the Board is reviewed on the basis of theachievement of the work designated to the specific committee.
RELATED PARTY TRANSACTIONS:
During the year no contract or arrangement was entered by the Company in terms of theprovisions of Section 188(1) of the Companies Act 2013.
Form AOC-2 detailing the related party transactions is annexed herewith as AnnexureH.
The policy to deal with the related party transactions is uploaded on theCompanys website. The weblink of the same is http://kanplas.com/wp-content/uploads/Policy-on-Related-Party-Transactions. pdf.
COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. The Company has duly constituted the Nomination and Remuneration Committee ofthe Board and the committee interalia periodically evaluates:
1. The need for change in composition and size of the Board;
2. Recommend/review remuneration of the Managing Director(s) and Whole-time Director(s)based on their performance.
3. Recommend the policy for remuneration of Directors KMPs & other senior levelemployees of the Company and review the same in accordance with the performance of theCompany and industry trend.
The Remuneration Policy is annexed herewith as Annexure I which forms partof this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to clause (c) of sub-section 3 of Section 134 of the Companies Act 2013 theBoard of Directors of the Company hereby state and confirm that: -
i) in the preparation of the Annual Accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures;
ii) 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 or loss of the Company for that period;
iii) 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;
iv) the Directors had prepared the Annual Accounts of the Company on a going concernbasis.
v) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Directors express their sincere gratitude for overwhelming cooperation andassistance received from State Bank of India other Government Agencies and esteemedcustomers for their continued patronage and support during the year.
Your Directors also place on record their appreciation for the contribution made by allthe Officers Staff and Workmen. The consistent growth of your Company was made possibleby their hard work cooperation and support.
Your Directors also take this opportunity to place on record their gratitude to theMembers for their continued support and confidence with the Company.
| ||For and on behalf of the Board || |
|Place: Kanpur ||SHASHANK AGARWAL ||MANOJ AGARWAL |
|Date : 29th July 2016 ||Director (Technical) ||Managing Director |