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Kanpur Plastipack Ltd.

BSE: 507779 Sector: Industrials
NSE: N.A. ISIN Code: INE694E01014
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OPEN 123.00
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VOLUME 9586
52-Week high 179.85
52-Week low 90.00
P/E 12.08
Mkt Cap.(Rs cr) 147
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 123.00
CLOSE 124.50
VOLUME 9586
52-Week high 179.85
52-Week low 90.00
P/E 12.08
Mkt Cap.(Rs cr) 147
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kanpur Plastipack Ltd. (KANPURPLASTIPA) - Director Report

Company director report

Dear Members

Your Directors are pleased to present their Fourty Sixth Annual Report together withAudited Financial Statements for the financial year ended 31st March 2017.

Financial Highlights:

(Rs. in Lacs)
Particulars 2016-17 2015-16
Sale of products 24551.40 24861.18
Other Income 124.54 118.91
Total Income 24675.94 24980.09
Profit Before Tax 2279.43 2576.13
Less: Current Tax 773.00 785.00
Less: Deferred Tax 79.35 145.54
Net Profit After Tax 1427.08 1645.59
Less: Appropriations:
Transfer to General Reserve - 30.00
Interim Dividend - 95.51
Proposed Equity Dividend 214.90 47.76
Dividend on Preference Shares 24.00 24.00
Tax on Dividend 48.65 34.07
Balance carried to Balance Sheet 1139.53 1414.25

Review of Operations:

Fiscal 2016-17 proved to be a challenging year due to continued global economicsluggishness and uncertainties which affected the industries worldwide. The year underreview was dedicated towards operational excellence. Your Company had implemented LeanManagement Structure which has resulted into reduction in time taken to produce a bag. Theoutcome of this exercise will further improve the performance of the Company.

The Roof Top Solar power system has been gradually stabilizing and during the yearunder review around 530000 Lacs units of solar energy were produced reducing the carbonfoot print by 8.80 Lacs Kg.

The trading activities as Del Credere Associate Cum Consignment Stockist of Indian OilCorporation Limited (IOCL) have stabilized and performing well. Sluggishness arising outof the demonetization has picked up during the last quarter.

Bonus Issue:

During the year your Company has issued 3979624 equity shares as fully paid up BonusShares in the ratio of 1:2 i.e. one equity share for every existing two equity shares heldconsequently the paid up equity shares have been increased from 7959247 to 11938871shares. The increased shares have also got listed and trading approval of Bombay StockExchange has been obtained.

Dividend:

Your Directors have recommended a final dividend @ 1.80 per Equity Share for thefinancial year 2016-17 on increased capital. Dividend on Preference Shares was declared @12% for the financial year 2016-17 according to the terms of their issue.

Prospects:

Your Company continues to work on technological upgradation and innovation. It hasundertaken a substantial major Greenfield project at a new premises at Gajner RoadFatehpur Roshnai District Kanpur Dehat. This will add about 410000 sq. ft. of new worldstandard factory space. This new project will be instrumental in substantial expansion ofthe existing capacities and consolidation of operations. The new capacities will come intoeffect in FY 18-19.

The management continues to lay emphasis on exports of value added products andexpanding the geographical reach of its export market is your Company's priority. Theoutlook for the current financial year looks robust and positive. The management ishopeful of improving its profitability.

Deposits:

Your Company has taken Deposits from Corporates Directors Promoters and theirrelatives. The outstanding balance of which is Rs. 247.00 Lacs as on 31/03/2017. In viewof Section 73 to 76 of the Companies Act 2013 read with Companies (Acceptance of Deposit)Rules 2014 all the deposits held by the Company are exempted deposits.

Directors:

Shri Mahesh Swarup Agarwal is retiring by rotation at the ensuing Annual GeneralMeeting and is eligible for re-appointment. In view of the valuable guidance and supportreceived from him your Directors recommend his re-appointment.

Shri P. K. Goenka resigned w.e.f. 29.07.2017 due to health issues. The Board places onrecord its appreciation and acknowledge the valuable contribution of Shri Goenka duringhis tenure.

During the year Shri Akshay Kumar Gupta was appointed as an Additional Director(Independent) w.e.f. 15th September 2016. His regularization is placed beforethe shareholders at the ensuing Annual General Meeting for a consecutive period of fiveyears till 31.03.2021.

Further the Board of Directors have re-appointed Shri Manoj Agarwal as ManagingDirector on fresh terms as recommended by the Nomination and Remuneration Committeesubject to the approval of shareholders at the ensuing Annual General Meeting for aperiod of 3 years w.e.f. 1st September 2017.

Meetings of The Board of Directors:

During the year your Company has conducted 6 meetings of the Board of Directors. Thedetails of the meeting of the Board & Committees thereof including attendance thereinare given under Corporate Governance Report.

Key Managerial Personnel:

Consequent to the resignation of Shri Avinash Kumar Singh your Company has appointedShri Ankur Srivastava as the Company Secretary w.e.f. 15th September 2016. Heearlier also was associated with the Company as Company Secretary. Following are the KeyManagerial Personnel of your Company:

Sl No. Name of KMP Designation
1 Shri Manoj Agarwal Managing Director
2 Shri Ankur Srivastava Company Secretary & Compliance Officer
3 Shri Arvind Gunjan Chief Financial Officer

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.

Corporate Governance:

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India (SEBI). The report on Corporate Governance and Management Discussion andAnalysis Report as stipulated under the Listing Regulations are annexed to the AnnualReport as Annexure ‘A' which forms part of this Report. The Certificate certifyingthat the Company has complied with the requirements of Corporate Governance in terms ofSEBI (LODR) Regulations 2015is attached and forms the 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 Rule 8 of theCompanies (Accounts) Rules 2014 relating to conservation of energy technology absorptionand foreign exchange earnings and outgo for the financial year 2016- 17 are annexed asAnnexure ‘B' which forms part of this Report.

Particulars of Employees:

The information required under Section 197(12) of the Companies Act 2013read with theRule5(l) 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.

Annual Return

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 Annexure‘D' and is attached to this Report.

Listing:

The Equity Shares of Company continue to be listed at Bombay Stock Exchange. We confirmthat the Annual Listing Fees for the financial year 2017-18 has been paid within thestipulated time.

Auditors:

i. Statutory Auditors and their Report

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 tenure is expiring at the ensuing Annual General Meeting. The existing Auditors havealso completed the maximum tenure as prescribed under Section 139(1) of the Companies Act2013. Accordingly on the recommendation of Audit Committee the Board of Directors haverecommended the appointment of M/s Rajiv Mehrotra & Associates (FRN: 002253C)Chartered Accountants as the new Statutory Auditors of your Company for a period of fiveyears from the conclusion of ensuing Annual General Meeting till the conclusion of 51stAnnual General Meeting to be held in the year 2022 subject to the ratification of membersevery year. The Company has received a certificate from the above Auditors to the effectthat if they will be appointed 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 (Auditor's Report) Order 2015 Cost Audit is not applicableon 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 2016-17. TheSecretarial Audit Report as placed by the Auditor is annexed with this Report as Annexure‘E'. There was no qualification reservation or adverse remark made by the Auditor intheir respective report.

iv. Internal Auditors:

The Company has appointed M/s SKVA & Co. Chartered Accountants as the InternalAuditors of the Company for the year 2016-17. Their report is placed before the AuditCommittee of the Company from time to time.

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 enclosedas part of 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 and the details ofinvestments are given under note 15 of the Financial Statements. However the investmentsmade does not exceeds the limits as prescribed under Section 186 of the Companies Act2013.

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 Company's code of conduct or ethics policy has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company.

Risk Management

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 fluctuation to minimizethe risks.

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.

Indian Accounting Standards:

Your Company has adopted Indian Accounting Standards (‘Ind- AS') with effect from1st April 2017 pursuant to Ministry of Corporate Affairs notification dated 16thFebruary 2015 notifying the Companies (Indian Accounting Standards) Rules 2015. Theimplementation of IND-AS in 2017 will be a major change in the accounting policy from2017-18 onwards and the Company is well positioned to ensure a smooth transition.

Board Evaluation:

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.

All the transactions with the related parties entered during the year 2016-17 were inthe ordinary course of business on arm's length basis and are under omnibus approvalgranted by the Audit Committee.

Further no material related party transaction was entered during the year underreview. Accordingly disclosure as required under section 134(3)(h) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 in form AOC-2 is not applicable inyour Company.

The policy to deal with the related party transactions is uploaded on the company'swebsite. 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 ‘H' which forms part ofthis report.

Significant and Material Orders Passed by the Regulators or Courts or TribunalsImpacting the going Concern Status and Company's 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.

Acknowledgement:

Your Directors express their sincere gratitude for overwhelming support and cooperationreceived from Bankers other Government Agencies and esteemed customers for theircontinued patronage and support during the year.

Your Directors also place on record their appreciation for the wholeheartedly supportand contribution of all the officers staff and workmen for the consistent growth of yourCompany.

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 of Directors
Kanpur Plastipack Limited
Place: Kanpur (Shashank Agarwal) (Manoj Agarwal)
Date :31st July 2017 Deputy Managing Director Managing Director