On behalf of the Board of Directors it is our pleasure to present the 31st AnnualReport together with the Audited Statement of Accounts of Kkalpana Industries (India)Limited ("the Company") for the year ended March 31 2016.
SUMMARIZED FINANCIAL RESULTS (STANDALONE)
( Rs In Lacs)
| ||2015-2016 ||2014-2015 |
|Net Turnover and other Income ||187657.88 ||172906.07 |
|Profit before Depreciation Interest & Tax ||10925.19 ||8980.54 |
|Less : Depreciation ||1448.92 ||2123.41 |
|Interest ||5104.62 ||3578.93 |
|Profit before Tax ||4371.65 ||3278.19 |
|Less: Exceptional Item ||2668.98 ||2471.67 |
|Less : Provision for Tax ||563.32 ||365.20 |
|Profit After Tax ||1139.35 ||441.33 |
|Add: Profit brought forward from previous year. ||11840.90 ||11718.56 |
|Less: Impact of depreciation as per schedule II of Companies Act 2013 ||0 ||319.02 |
|Amount Available for Appropriation ||12980.23 ||11840.90 |
|Appropriation || || |
|Proposed final dividend on Equity Shares ||0 ||0 |
|Corporate Dividend Tax ||0 ||0 |
|Transfer to General Reserve ||0 ||0 |
|Surplus carried to Balance Sheet ||12980.23 ||11840.90 |
Taking into consideration increased working capital requirement and substantialincrease in operation in the year 2016-17 your directors do not recommend any dividend inrespect of financial year ended 31st March 2016.
Operations and State of Companys Affairs
During the year under review your Company achieved total revenue of Rs 1876.58 Croresas against total revenue of Rs 1729.06 Crores in the previous financial year ended 31stMarch 2015. The Profit after Tax is Rs 11.39 Crores as against Rs 04.41 Crores in theprevious year.
The Companys production and sales have recorded a significant growth over theprevious year. Higher level of Capacity Utilisation backed by strong volume growthtighter cost control geared the Company to register notable performance for the year.During the year under review the Company has booked Rs 26.68 Crores on account of loss ofassets destroyed by fire.
Transfer of Amount to Investor Education and Protection Fund
Dividend for the financial year ended 31st March 2009 which remains unpaid orunclaimed for a period of seven years will be due for transfer to Investor Education andProtection Fund (IEPF) in the month of October 2016. Members who have not yet enchasedtheir dividend warrants for the financial year ended 31st March2009 or any subsequentfinancial years are requested to lodge their claims without any delay.
Pursuant to the provisions of the Investor Education and Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has already filed the necessary form and uploaded the details of unpaid andunclaimed amounts lying with the Company as on the date of last AGM (i.e.30.09.2015)with the Ministry of Corporate Affairs.
Your Company did not invite or accept any deposits from public and /or shareholdersduring the year under review. As of 31st March 2016 there were no unpaid fixed depositswith the Company.
Transfer to General Reserve
The Company proposes not to transfer any funds out of its total profit of Rs 11.39Crore for the financial year to the General Reserve.
Research and Development
Your Company recognizes that Research & Development plays a critical role insupporting current operations as well as future growth. Your Company has focused itsattention towards development of Products that have wide industrial applicationsparticularly in cable piping packaging and footwear industries.
The Companys plants & machineries factories and movables are adequatelyinsured against various risks.
Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. RajeshKumar Kothari Whole Time Director (DIN -02168932) of the Company retires by rotation atthe conclusion of the forthcoming Annual General Meeting and being eligible has offeredhimself for re-appointment.
Further the Board on the recommendation of Nomination & Remuneration Committeeapproved the reappointment of Mr. Rajesh Kumar Kothari as Whole Time Director for a periodof five years w.e.f 12th August2016 subject to the approval of the members. Accordinglyapproval of the members is sought for reappointment of Mr. Kothari as Whole Time Directorfor a period of five years effective from 12th August 2016 in the forthcoming AGM.
The Company has received declarations from all the independent Directors of the Companyconfirming that they meet the criteria of Independence as prescribed both under Section149(6) of the Companies Act2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
The Company has a Nomination and Remuneration Committee (NRC) and the details of theCommittee and terms of reference of the NRC charter are set out in the CorporateGovernance Report which is part of the Boards Report.
The Companys Policy for selection and appointment of Directors and theirremuneration is based on its NRC policy which inter alia deals with the manner ofselection of the Directors and such other matters as provided under section 178(3) of theAct and SEBI Listing Regulations.
The Company has devised a policy for performance evaluation of Independent Directorsand the Board which includes criteria for performance evaluation of the non executive andexecutive Directors.
The Company has also organized a familiarization programme for the IndependentDirectors as per the requirement of the Companies Act 2013 along with the requirement ofRegulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
Suitable resolutions for appointment / reappointment of Directors as referred abovewill be placed for approval of the members in the forthcoming Annual General Meeting. Thebrief resume and other information of the concerned directors in terms of the provisionsof Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 have been detailed in the notice convening the forthcoming Annual General Meeting.
None of the Independent Directors are due for reappointment.
The Board met seven times during the financial year under review the details of whichare given in the Corporate Governance Report which is annexed and forms a part of thisreport. The intervening gap between two consecutive Meetings was within the periodprescribed under the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
Directors Responsibility Statement
Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material 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; and
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively ; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
AUDITORS & AUDIT
The Statutory Auditors of the Company M/s. B. Mukherjee & Co CharteredAccountants Kolkata (Firm Registration No.302096E) retire at the ensuing Annual GeneralMeeting and have confirmed their eligibility and willingness to accept office ifreappointed. The Audit Committee and the Board of Directors recommends the re-appointmentof M/s. B.Mukherjee & Co. Chartered accountants as the Auditors of the Company uptothe conclusion of next Annual General Meeting.
Further the Auditors have confirmed that they have undergone the peer review processof the Institute of Chartered Accountants of India (ICAI) and hold a valid certificateissued by the Peer Review Board of ICAI. The observations of the Auditors inthe Report on Accounts read with the relevant notes are self explanatory and do not callfor any further comments.
The Board of Directors of your Company has re-appointed M/s. DKD & AssociatesChartered Accountants Kolkata (Firm Registration No.322657E) as Internal Auditorspursuant to the provisions of Section 138 of the Companies Act 2013 for the financialyear 2016-2017.
Pursuant to section 148 of the Companies Act 2013 and subject to notification of rulesthereunder the board of directors on the recommendation of the audit committee hasappointed M/s. D. Sabyasachi & Co. (Membership N0. 00369) Cost Accountants Kolkataas the Cost Auditors of the Company for the financial year 2016-17. M/s. D. Sabyasachi& Co. have confirmed that their appointment is within the prescribed limits and theyare free from any disqualifications as provided in section 141 of the Companies Act 2013.
The Board had appointed Mr. Ashok Kumar Daga (Membership No.-FCS- 2699) PracticingCompany Secretary to conduct Secretarial Audit for the Financial Year 2015-16. The reportof the Secretarial Auditors for the Financial Year 2015-16 in Form MR-3 is annexedherewith as Annexure 1 to this report. The report is self-explanatory and does not callfor any further comments.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All applicable policies areavailable on the Companys website www.kkkalpanagroup.com. The policies are reviewedperiodically by the Board and updated based on need and new compliance requirement.
Corporate Social Responsibility (CSR)
As per Section 135 of the Companies Act 2013 the Company constituted a CSR Committeeconsisting of four Directors as under;-
|a. Mr.Narrindra Suranna ||Managing Director |
|b. Mr. R.K.Kothari ||Whole Time Director |
|c. Dr. P.R.Mukherjee ||Whole Time Director (Technical) |
|d. Mr. Nirmalendu Guha ||Independent Director |
The composition terms of reference etc.of the CSR committee are laid out in theCorporate Governance Report which forms part of this Annual Report.
The CSR Committee is of the view that any expenditure in the relevant areas becomesbeneficial to the society in general. For this purpose the committee has identified twopersonnel (Senior Staff of the Company) who would advise on the matter pertaining tosocial tenability of amount spent so that the same has desired effect on the SocioEconomy. Under the circumstances your directors are constraint to put on record that noamount towards Corporate Social Responsibility was spent in financial year 2015-16. Butit has begun work in right earnest in the current year i.e. 2016-17.
Related party transactions
The Company has formulated a Policy on Related Party Transaction (RTP) which isavailable on Companys website www.kkalpanagroup.com. There were no transactionsentered with related parties for the year under review. Thus disclosure required undersection 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company. Furtherthere are no material related party transactions during the year under review with thePromoters Directors or Key managerial Personnel.
Subsidiaries/ Joint Ventures / Associate Companies
None of the company has become or ceased to become the Subsidiary or Joint venture ofthe Company during the financial year under review. However the Company has one Associatecompany the details as required under Section 129(3) of the Companies Act 2013 are givenin Form AOC- 1 and forms part of the report as Annexure 2.
Change in nature of Business if any
There has been no change in the nature of business of the Company. Your Companycontinues to be one of the leading manufacturer of Polymer compound in the Country.
Material changes and commitments affecting the financial position of the Company
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year to which the financial statements relateand the date of the report.
Particulars of Loans Guarantees and Investments
The Company has not given loans guarantees or made investments exceeding sixty percent of the aggregate of its paid-up share capital free reserves and securities premiumaccount or one hundred per cent of its free reserves and securities premium accountwhichever is more as prescribed in Section 186 of the Companies Act 2013.
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are provided in the financial statement (please refer toNote 12 and 13 to the financial statement).
Risk Management Policy
In terms of the requirement of the Act the Company has developed and implemented theRisk Management Policy and the Audit Committee of the Board reviews the same periodically.
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 companysoperations.
Disclosure as per Sexual Harassment of Women at workplace (Prevention Prohibition andRedressal) Act 2013.
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. During the financial year2015-16 no complaint of sexual harassment has been received by the Company.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the formal annual evaluation was carried outfor the Boards own performance its committees & Individual Directors.
A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Boards functioning such asadequacy of the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.
A separate exercise was carried out for the evaluation of individual Directors (bothExecutive and Non executive/ Independent Directors) Board Committees and theChairman. The Directors evaluation was broadly based on parameters such as meeting theexpectation of stakeholders guidance and review of corporate strategy risksparticipation and attendance at Board / Committee meetings interpersonal skills. Theperformance evaluation of the Chairman of the Company was undertaken by the IndependentDirectors taking into account the views of Executive Directors and Non ExecutiveDirectors. The Independent Directors also assessed the quality quantity and timeliness offlow of information between the Companys management and the Board. The directorsexpressed overall satisfaction on the evaluation process. Based on the feedback of theBoard Evaluation Process appropriate measures were taken to further improve the processand other aspects.
Particulars of Employees
None of the employees employed throughout the year or part of the year was in receiptof salary in excess of the limit set out in the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 Therefore no details have been provided or requiredunder section 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The ratio of remuneration of each Director to the median employees remunerationand other details in accordance with sub-section 12 of Section 197 of the Act read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 form part of this report as Annexure 3
Extract of Annual Return
Pursuant to section 92(3) of the Companies Act 2013 (the Act) and Rule12(1) of the Companies (Management and Administration) Rules 2014 extract of annualreturn is annexed as Annexure 4.
Pursuant to the requirement of the Act the Company has established vigil mechanismwhich also incorporates a whistle blower policy in terms of the SEBI Listing Regulations.Protected disclosures can be made by a whistle blower through an e mail or phone or letterto the chairman of Audit Committee.
Internal financial controls
The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company.
The Company has been rated by Credit Analysis & Research Limited (CARE) for itsbanking facilities. During the year CARE has upgraded their ratings from BBB+ to A- forLong Term Banking facilities and from A2 to A2+ for Short Term Banking facilities.
The paid up Equity Share Capital as on 31st March2016 was Rs 1881.46 lacs. There hasnot been any change in the Equity Share Capital of the Company during the year underreview. During the year under review the Company has neither issued shares withdifferential voting rights nor issued sweat equity or granted stock options.
Green Initiatives in Corporate Governance
Ministry of Corporate Affairs has permitted companies to send electronic copies ofAnnual Report notices etc. to the e-mail IDs of shareholders. Your Company hasaccordingly arranged to send the soft copies of these documents to the e-mail IDs ofshareholders wherever applicable. In case any shareholder would like to receive physicalcopies of these documents the same shall be forwarded upon receipt of written request.They are also sent in hard copies to those shareholders whose email ids are notregistered.
Human Resources and Industrial Relations
The Industrial relations of the Company with its personnel has continued to be cordialand amicable. Your Directors acknowledge and appreciate the efforts and dedication ofemployees to the Company. Your directors wish to place on record the co-operation receivedfrom the Staffs and Workers at all levels and at all units.
Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo. Your Company has directed its efforts to reduce energy costs byfocusing on energy savings through the best optimization of operations on day to daybasis. The Company has used fuels in appropriate mix to attain maximum savings.
As required under Companies (Accounts) Rules 2014 the particulars of energyconservation Technology Absorption and Foreign Exchange Earnings and outgo is given inthe prescribed format as an Annexure to the Report and marked as Annexure 5.
Managements Discussion and Analysis Report
In accordance with Regulation 34 (e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Managements Discussion and Analysis Report forthe year under review is presented in a separate section forming part of the AnnualReport and marked as Annexure 6.
The Company is committed to observe good corporate governance practices. The report onCorporate Governance for the financial year ended March 31 2016 as per regulation 34(3)read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms a part of this Annual Report. The requisite Certificate from theStatutory Auditors of the Company confirming compliance with the conditions of CorporateGovernance is annexed to this Report and marked as Annexure 7 Acknowledgement
Your Directors take this opportunity to thank the Financial Institutions BanksCentral and State Governments authorities Regulatory authorities Stock Exchanges and allthe various stakeholders for their continued co-operation and support to the Company.
Your Directors also wish to place on record their appreciation to all of theCompanys employees and workers at all level for their enormous personal efforts aswell as their collective contribution to the Companys performance.
| ||For and on behalf of the Board of Directors |
|Place: Kolkata ||Narrindra Suranna (DIN : 00060127) |
|Date: 30th May 2016 ||Chairman & Managing Director |