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Kaira Can Company Ltd.
|BSE: 504840||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE375D01012|
|BSE 11:24 | 11 Dec||994.20||
|NSE 05:30 | 01 Jan||Kaira Can Company Ltd|
|Mkt Cap.(Rs cr)||91|
|Mkt Cap.(Rs cr)||91.47|
Kaira Can Company Ltd. (KAIRACAN) - Director Report
Company director report
To the Members
The Directors present the Fifty Fifth Report and the Audited Statement of Accounts ofthe Company for the year ended 31st March 2018.
1. FINANCIAL RESULTS
The Directors recommend dividend payment of Rs. 6.50/- per Equity Share of Rs.10/- eachon 922133 Equity Share of Rs.10/- each for the year ended 31st March 2018which if approved by the members at the 55th Annual General Meeting to be heldon Friday 27th July 2018.
The payout of Rs.5993865/- in respect of dividend will be accounted during theFinancial Year 2018-19 if approved by the Members in the ensuing Annual General 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 2011 declared on 13th July2011 is due for remittance on 17th August 2018 to Investor Education andProtection Fund established by the Central Government.
4. SHARE CAPITAL
The paid-up Equity Share Capital as on 31st March 2018 is Rs.9221330/-comprises 922133 shares of Rs.10/- each. During the year under review the Company hasnot issued any Shares on Right basis and bonus to the shareholders.
5. REVIEW OF OPERATIONS
Your Company has achieved a total sales turnover of Rs.14882 lakhs for the year ended31st March 2018 as compared to Rs.14412 lakhs for the previous year therebyregistering a moderate growth of 3%. The profitability has also shown an improved trend ascompared to previous year.
During the year under review the Company has achieved a sales turnover of Rs.13599lakhs of metal cans and its components as compared to Rs.12630 lakhs in the previousyear thereby registering a growth of 8% consequent upon better realization and increaseddemand from dairies in Gujarat. The Company has executed export orders worth Rs.288 lakhsof metal cans and its components during the year under review as compared to Rs.498 lakhsin the previous year. This 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 economic conditions prevailing there.
The work of installation of the another imported Printing machine with UV drying ovensystem is in the process at Kanjari Unit. The Printing machine will be ready forcommercial production by mid of July 2018. This will cater to additional printingrequirements of the company and it will help timely delivery of increased multi colour canrequirements. In addition company will be able to take jobs of printed sheets.
The Sugar Cone Division has achieved a sales turnover of Rs.1283 lakhs as compared toRs.1782 lakhs in the previous year.
In February 2018 the company has installed and commissioned new Ice cream Sleevepunching & forming Machine at GIDC Vithal Udyog Nagar in Cone factory. The Sleevemachine is having capacity to supply of Ice cream cone sleeves of different sizes as perthe needs of various customers of Ice cream Cones.
By this measure we are now in a position to cater to the customers with timely supplyof cones. This will help to improve competitiveness and better profitability.
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. 343 lakhs
(b) Total Foreign Exchange Used.
Import of tinplate (main raw material) Stores & Spares Capital Goods etc. Rs.5457 lakhs
7. FINANCIAL AND ACCOUNT STATEMENTS
Your Company prepares its financial statements in compliance with the requirements ofthe Companies Act 2013 and as mandated by the Ministry of Corporate Affairs thefinancial statements for the year ended on March 31 2018 has been prepared in accordancewith the Indian Accounting Standards (IND AS) notified under Section 133 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014. The estimates and judgmentsrelating to the Financial Statements are made on a prudent basis so as to reflect in atrue and fair manner the form and substance of transactions and reasonably present theCompany's state of affairs profits and cash flows for the year ended March 31 2018.
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 financialstatements.
11. DISCLOSURES UNDER THE COMPANIES ACT 2013
i) Extract of Annual Report:
Pursuant to section 92(3) of the Companies Act 2013 ('the Act') and rule 12(1) of theCompanies (Management and Administration) Rules 2014 extract of annual return is annexedas Annexure I.
ii) Number of Board Meetings:
The Board of Directors met four times during the year 2017-18. 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.
Kaira Can Company Limited
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 fromthe corporate fields. The Managing Director Executive Director & CFO GM (Finance andAccounts) and AGM - Accounts of the Company attend the meetings on invitation. The CompanySecretary is the Secretary of the Committee.
During the year ended March 31 2018 the Committee met four times.
The other details of the Audit Committee are given in the Corporate Governance Reportappearing as a separate section 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 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 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 the approval on a quarterly basis.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website at www.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 whistle blower 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 policyand the 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 the efficacy 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 - 9001-2015 certification which is internationallyrecognised for the production quality control and other qualities. The scope ofcertificate is for management system which is in line with the standards of themanufacturing 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 Pavan Kumar Singh and Shri Utsav R. Kapadia retire by rotation andbeing eligible offer 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 an IndependentDirector under the provisions of the section 149 of the Companies Act 2013 as well asRegulations 16 (b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations2015. The Board confirms that the said Independent Directors meet the criteria as laiddown under the Companies Act 2013 as well as SEBI (Listing Obligations and DisclosuresRequirements) 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. EVALUATION OF THE BOARD'S PERFORMANCE
In compliance with Companies Act 2013 and SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 and in line with the Guidance notes issued by SEBI theperformance evaluation of the Board as a whole and of the Individual Directors was carriedout during the year under review. With the help of a structured questionnaire which wasprepared after taking into consideration inputs received from the Directors coveringvarious aspects of the Board's functioning Board culture execution and performance andspecific duties obligations and governance.
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:
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 other entitled thereto excluding the aforesaidAnnexure which is available for inspection by the Members at the Registered Office of theCompany during business hours on working days of the Company up to the date of the ensuingAnnual General Meeting. If any Member is interested in obtaining a copy thereof suchMember 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.
Kaira Can Company Limited
23. STATUTORY AUDIT
As per the provisions of Section 139 of the Companies Act 2013 the term of office ofM/s Kalyaniwalla & Mistry LLP Chartered Accountants as Statutory Auditors of theCompany will conclude from the close of the forthcoming Annual General Meeting of theCompany. They have been our Auditors for past 10 years. The Board of Directors places onrecord its appreciation for the services rendered by M/s Kalyaniwalla & Mistry LLPChartered Accountants. as the Statutory Auditors of the company.
Subject to the approval of the Members the Board of Directors of the Company hasrecommended the appointment of Messrs. MSKA & Associates Chartered Accountants (ICAIFirm Registration Number 105047W) as the Statutory Auditors of the Company pursuant toSection 139 of the Companies Act 2013. Members' attention is drawn to a Resolutionproposing the appointment of Messrs. MSKA & Associates Chartered Accountants asStatutory Auditors of the Company which is included at Item No. 5 of the Notice conveningthe Annual General Meeting.
24. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed Mr. Prashant S. Mehta Practicing Company SecretaryACS 5814 (C.PNo.17341) to undertake the Secretarial Audit of the Company. The SecretarialAudit Report is included in the Directors' Report and forms an integral part of thisreport and is annexed as Annexure - II
25. COST AUDIT
As per the requirement of 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 Audit Committee has appointed M/s P.D. Modh & Associates as Cost Auditor to audit the cost accounts of the Company for thefinancial year 2018-19. As required under the Companies Act 2013 a resolution seekingmember's approval for the remuneration payable to the Cost Auditor forms part of theNotice convening the Annual General meeting.
26. BUSINESS RISK MANAGEMENT
Pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015the Company has laid down a framework to inform the Board about the particulars of riskassessment 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 of rawmaterials etc.
b. Financial : This head covers risk elements such as dwindling financial ratiosforeign exchange fluctuations drop in credit rating investor relations fraudinadequate insurance etc.
c. Operations : This head includes risk elements such as non-availability of Labourlabor 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 products demandSupply mismatch substitute products bad debts service / product complaints brandimage 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.
The Company has discontinued its Fixed Deposit Scheme w.e.f. 11th August2017. The Company has also stopped accepting fresh and renewing all fixed deposits fromthe members. The company has made arrangement to repay fixed deposit on maturity to fixeddeposit holders.
The Company has assigned a rating of FA/Stable 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
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a. that in the preparation of the annual financial statements for the year ended March31 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. that such accounting policies as mentioned in Note 2 of the Notes to the FinancialStatements have been selected and applied consistently and judgement and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2018 and of the profit of the Company for theyear ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively; and
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and 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 theCompanies Act 2013 and rules made thereunder which needs to be disclosed in theDirectors' 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 forming part of this Report.
34. CORPORATE SOCIAL RESPONSIBILITY
The Company is committed to discharging its social responsibility as a good corporatecitizen.
The Committee has identified a Registered Trust viz. Vardhaman Seva Kendra GujaratWhich taken up relief work for protection Animal in distress mostly affected by heavy rainin North Gujarat and Rajasthan in August 2017.
The Committee has as also contributed by way of donation to Registered Trust viz.Charutar Arogya Mandal located at Vallabh Vidya Nagar Gujarat which manages ShreeKrishna Hospital which cater to general public and needy people in and around Karamsadnear Kanjari and Anand. The Trust is dedicated to serve the public at reasonable rate foradvance medical treatment of cancer and cardiac patients under its health care andpreventive health care programme.
Kaira Can Company Limited
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 :
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 minimizing 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 overall 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 Co-operative 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 : 28th May 2018 CHAIRMAN