Dear Shareowners Kkalpana Plastick Limited
Your Directors are pleased to present the 26th Annual Report together with the auditedaccounts for the year ended 31st March 2015.
(Rs. In Lacs)
|Particulars ||2014-2015 ||2013-2014 |
|Sales & other Income ||47.15 ||40.01 |
|Profit before Depreciation Interest & Tax ||2.20 ||9.30 |
|Less : Depreciation ||0.36 ||0.73 |
|Interest ||0.49 ||0.41 |
|Profit before Tax ||1.35 ||8.16 |
|Less : Provision for Tax ||3.25 ||2.08 |
|Profit After Tax ||(1.90) ||6.08 |
|Add: Profit brought forward from previous year. ||41.60 ||35.52 |
|Balance Carried to B/S ||39.67 ||41.60 |
In view of loss your Directors do not recommend any dividend for the year 2014-15.
OPERATIONS AND STATE OF COMPANY S AFFAIRS
During the year under review the turnover (comprises mainly other income) of theCompany was Rs. 0.47 Crores as compared to Rs. 0.40 Crores in the previous year. TheCompany has incurred Loss of Rs. 1.90 lacs as against profit of Rs. 6.08 lacs in theprevious year.
CHANGE OF REGISTERED OFFICE
In order to manage the entire operations more economical and more efficient theCompany has shifted its registered office from Village: Bhasa No. 14 P.O.& PS: Bishnupur Diamond Harbour Road South 24 Paraganas WB 743503 to 114/5Hazra Road 01st Floor Kolkata 700 026 with effect from 23rd
August 2014. Due Compliances in this regard has been completed.
CHANGE OF NAME OF THE COMPANY
During the year under review the Company has changed its name from KALPENA PLASTIKSLIMITED to KKALPANA PLASTICK LIMITED vide fresh certificate of incorporationdated 9th March 2015 issued by Registrar of Companies West Bengal.
Your Company has not accepted any fixed deposit during the year under review in termsof Section 73 of the Companies Act 2013 read with Companies (Acceptance of Deposit)Rules 2014 and hence no amount of principal or interest was outstanding as at the BalanceSheet date.
The Company does not have any subsidiary.
The paid up Equity Share Capital as on 31st March2015 was Rs.552.85 lacs.There has not been any change in the Equity Share Capital of the Company during the yearunder review. During the year under review the Company has neither issued shares withdifferential voting rights nor issued sweat equity or granted stock options.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 Mr. Deo Kishan Kalwani(DIN 03363450) Whole Time Director of the Company retires by rotation at the conclusionof the forthcoming Annual General Meeting and being eligible has offered himself forre-appointment.
During the year under review the members approved appointment of Mr. Jitendra Tiwari(DIN 00228352) and Mrs. Ananya Dey (DIN 01297763) as Independent Director for a period of5(five) consecutive years w.e.f 1st April 2014 upto 31stMarch2019.
As per the provisions of Section 149(1) of the Companies Act2013 and revised clause 49of the listing agreement the Company is required to have at least one Women Director onits Board. Accordingly Mrs. Ananya Dey (DIN 01297763) was appointed as Director of theCompany.
Mr. Jitendra Tiwari (DIN 00228352) and Mrs. Ananya Dey (DIN 01297763) beingnon-executive independent directors have submitted a declaration to the Board that theymeet the criteria of independence as provided under section 149(6) of the Act.
Your Company has also received declaration from all the directors as enumerated insection 164(2) and 184(1) of the Companies Act 2013.
The brief resume and other information of the eligible directors in terms of theprovisions of clause 49 of the Listing Agreement with Stock Exchanges have been detailedelsewhere in the notice. Your Directors recommends his reappointment as Director of yourCompany.
RESIGNATIONS CESSATIONS AND CHANGES IN KEY MANAGERIAL PERSONNEL
Mr. Kali Charan Sharma who was donning the role of CFO has now ceased to be the CFOof the company with effect from 26th December 2014.
The Board of Directors of your Company place on record their deep appreciation to Mr.Kali Charan Sharma and wish him the very best in his future endeavours.
However in order to comply with the provisions of Section 203 and other applicableprovisions if any of the Companies Act 2013 read with Rule 8 of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 Miss Neha Jain wasappointed as the CFO of the Company with effect from 01st January 2015.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
There are no material departures from these applicable accounting standards.
ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 the year under review.
iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern basis.
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 system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
AUDITORS AND AUDITORS REPORT
The Statutory Auditors of the Company M/s Maloo & Co. Chartered AccountantsKolkata (Firm Registration No.310062E) retire at the ensuing Annual General Meeting andhave confirmed their eligibility and willingness to accept office if reappointed. TheAudit Committee and the Board of Directors recommends the re-appointment of M/s Maloo& Co. Chartered accountants as the Auditors of the Company up to the conclusion ofnext Annual General Meeting.
Since an overall turnover of the immediately preceding financial year of the companydoes not exceed Rs. 100 Crore cost audit is not applicable to your company.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshas appointed M/s. B.K. Barik & Associates (Membership No. FCS 5696 & COP No.3897) Practicing Company Secretary for conducting secretarial audit of the company forthe financial year 2014-15.
The Secretarial Audit and Report is annexed as Annexure 1. The report isself-explanatory and do not
call for any further comments.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as
Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013
The Company is committed to provide a safe and conducive work environment to itsemployees and has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of Sexual Harassment of Women atworkplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder.
During the financial year 2014-15 no complaint has been received by the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company does not fall into the classes of companies as specified in Section 135 ofthe Companies Act 2013.
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.
PARTICULARS OF EMPLOYEES
None of the employees employed throughout the year or part of the year who was inreceipt of salary in excess of the limit set out in the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 therefore no details have beenprovided or required under section 197(12) of the Companies Act 2013 read with Rules 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
During the year Eight number of Board meetings were held. The dates of the BoardMeetings were 29.05.2014 13.08.2014 01.09.2014 30.09.2014 13.11.2014 01.01.201512.01.2015 and 13.02.2015.
Pursuant to the provisions of the Companies Act2013 and clause 49 of the ListingAgreement the Board has carried out the annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsstatutory committees.
A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board s functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The Performance evaluation of the wholetime director was carried out by the Independent Directors. The Directors expressed theirsatisfaction with the evaluation process.
The Company continued to attract and retain qualified and diligent employees. Varioussenior and junior employees were recruited to add to the existing strength. During theyear your company maintained harmonious and cordial Industrial Relations.
RELATED PARTY TRANSACTIONS
All transactions entered with related parties for the year under review were on arm slength basis and in the ordinary course of business and as such provisions of section 188of the Companies Act. 2013 are not attracted. Thus disclosure in Form AOC-2 is notrequired. Further there are no material related party transactions during the year underreview with the Promoters Directors or Key Managerial Personnel.
CHANGE IN NATURE OF BUSINESS IF ANY
There has been no change in the nature of business of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material change and commitment affecting the financial position of the Company haveoccurred 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 its paid-up share capital free reserves and securities premium account or onehundred per cent of its free reserves and securities premium account whichever is moreas 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 3B3D and 4D to the financial statement).
INTERNAL FINANCIAL CONTROLS
The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company.
Listing on Stock Exchanges: The Share of the Company is listed in the followingExchanges.
|Name of the Stock Exchanges ||Stock Code |
|The Bombay Stock Exchange Ltd.(BSE) ||523652 |
|The Calcutta Stock Exchange Ltd. (CSE) ||29050 |
|The Delhi Stock Exchange Ltd.(DSE) ||19082 |
The Company has paid the annual listing fees for the financial year 2015-16 to BSE andhas paid the custodial fees to National Securities Depository Limited (NSDL) and CentralDepository Services (India) Limited (CDSL) for the financial year 2014-15 and Bills forthe year 2015-16 are yet to be received.
As per SEBI circular No. CIR/CFD/POLICY CELL/7/2014 dated 15thSeptember2014 compliance with the provisions of Clause 49 shall not be mandatory foryour Company.
Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo.
Particulars required to be furnished under Section 134(3) (m) of The Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014.
i. Part A and Part B of the Rules pertaining to conservation of Energy and technologyabsorption are not applicable to the Company
ii. Foreign Exchange earnings and outgo
Your Directors wish to convey their sincere appreciation to all of the Company semployees and workers at all level for their enormous personal efforts as well as theircollective contribution to the Company s performance.
Your Directors also wish to thank to all the shareholders customers dealerssuppliers bankers financial institutions Govt. authorities and all the other businessassociates for the continued support given by them to the Company and their confidence inits management.
|Registered Office: ||By Order of the Board of Directors |
|114/5 Hazra Road 01st Floor || |
|Kolkata 700 026 ||J.Tiwari (DIN: 00228352) |
|Date: 30th May 2015. ||(Chairman) |
Form No. MR 3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No. 9 of theCompanies (Appointment and Remuneration Personnel) Rules 2014]
M/s. KKALPANA PLASTICK LIMITED
114/5 Hazra Road 1st Floor
We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. KKALPANA PLASTICKLIMITED (hereinafter called the Company). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/ statutorycompliances and expressing our opinion thereon.
Based on our verification of the M/s. KKALPANA PLASTICK LIMITED books papersminute books forms and returns filed and other records maintained by the company andalso the information provided by the company its officers agents and authorizedrepresentatives during the conduct of secretarial audit we hereby report that in ouropinion the company has during the audit period covering the financial year ended on 31stMarch2015 complied with all the statutory provisions listed hereunder and also that thecompany has proper Board -processes and compliance mechanism in place to the extent inthe manner and subject to the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s. KKALPANA PLASTICK LIMITED (the Company) for thefinancial year ended on 31st March2015 according to the provisions of:-
(i) The Companies Act 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act 1999 and rules and regulations made there underto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
Not Applicable since the Company has not raised Share Capital during the year.
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
Not Applicable since the Company has not issued shares as per (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines 1999 during the year.
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
Not Applicable since the Company has not issued any Debt Securities as per (Issue andListing of Debt Securities) Regulations 2008.
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and
Not Applicable as the Company has not delisted its shares from any Stock Exchangeduring the year.
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
Not Applicable as the Company has not buyback any securities during the year.
(vi) Water (Prevention and Control of Pollution) Act 1974 and Air (Prevention AndControl of Pollution) Act 1981
(vii) Factories License under Factories Act 1948.
We have also examined compliance with the applicable clauses of the following:-
(i) Secretarial Standard issued by The Institute of Company Secretaries of India. (Notnotified hence not applicable to the company during the audit)
(ii) The Listing Agreements entered into by the Company with Bombay Stock ExchangeLimited (BSE) Calcutta Stock Exchange Limited (CSE) and Delhi Stock Exchange Limited(DSE).
During the period under review the Company has complied with the provision of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations.
a) Ms. Neha Jain has been appointed as CFO of the company during the year.
b) The Company is in the process of appointing a Company Secretary.
We further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes incomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Companies Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting. Majority decision is carriedthrough while the dissenting members views are captured and recorded as part of theminutes.
We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
We further report that
During the audit period no prosecution initiated against the Company and the companyhas also not received any show cause notice during the year.
| ||For B.K.BARIK & ASSOCIATES |
| ||Company Secretaries |
| ||B. K. Barik |
|Place: Kolkata ||Practicing Company Secretary |
|Date: 28.05.2015. ||FCS: 5696 C.P.No. 3897 |
This report is to be read with our letter of even date which is annexed as Annexure-Aand forms an integral part of this report.
M/s. KKALPANA PLASTICK LIMITED
114/5 Hazra Road 1st Floor
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these Secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.
4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
|Place: Kolkata ||For B.K.BARIK & ASSOCIATES |
|Date: 28.05.2015. ||Company Secretaries |
| ||B.K.Barik |
| ||Practicing Company Secretary |
| ||FCS: 5696 C.P.No. 3897 |