Your Directors are pleased to present their Fourty Seventh Annual Report together withAudited Financial Statements for the financial year ended 31st March 2018.
| || ||(H in Lacs) |
|Particulars ||2017-18 ||2016-17 |
|Sale of products ||28366.03 ||24510.15 |
|Other Income ||152.47 ||124.54 |
|Total Income ||28518.50 ||24634.69 |
|Profit Before Tax ||2534.45 ||2313.71 |
|Less: Current Tax ||792.00 ||773.00 |
|Less: Earlier year Tax Adjustment ||2.35 ||15.05 |
|Less: Deferred Tax ||48.25 ||79.35 |
|Net Profit After Tax ||1691.85 ||1446.31 |
|Balance profit from Last Years ||6722.45 ||5788.52 |
|Less: Appropriations: || || |
|Other Comprehensive Incomes ||68.09 ||61.83 |
|Transfer to General Reserve || ||- |
|Issue of Bonus Shares ||- ||397.96 |
|Final Dividend on Equity Shares Paid during the year ||214.90 ||47.76 |
|Tax on Dividend ||43.74 ||4.83 |
|Balance carried to Balance Sheet ||8087.57 ||6722.45 |
Review of Operations:
Fiscal 2017-18 proved to be year of stellar performance for your Company with an alltime High Sales Revenue of H 285 Crores. Delivering superior performance in todaysvolatile and global environment requires sound strategy and disciplined execution. Asustained focus on new marketing initiatives and acquisition of new customers has led toan improved overall performance of your company as highlighted below :
|Financial || |
|Sales Turnover increased by 16% to H 285 Cr (PY H 246 Cr.) ||Profit Before taxH 25 Cr. (PY H 23 Cr.) |
| ||Net Worth of the Company went up by 49%. |
|Export earnings increased by 12% to H 220 Cr. (PY H 197 Cr.) ||EPS went to H 13.36 from H 11.60 PY despite an increase in the Capital base arising out of the Rights Issue. |
FY 2017-18 saw an overall increase in volumes. FIBC sales went up to 9619 MT from 9308MT (PY) an increase of 3%. Fabric sales went up to 3964 MT from 3530 MT (PY). MFY saleswent up to 2477 MT from 2104 MT (PY). Total number of active customers went up to 55 from41 (PY). The geographical footprint expanded and now we sell to around 40 countriesglobally.
The foundation and ground breaking ceremony of the new Greenfield Project at GajnerRoad was performed on the 1st of April 2017.
The Roof Top Solar plant generated 492443 units of electricity during the yearreducing the carbon foot print by about 8 Lacs Kg.
The Dealer Operated Polymer Warehouse activity of IOCL remained steady and we sold14560 MT this year. Sales of this division were affected for a few months due to theinitial impact of GST implementation.
During the year your Company has issued and allotted 2387774 partly paid up equityshares on Rights basis. The Board has also made call on these partly paid up shares. Theconversion of partly paid shares on which call money have been received into fully paid upequity shares and listing and trading approval thereon are under process.
Your Directors have recommended a finaldividend @ H 1.80 per Equity Share for thefinancialyear 2017-18 on increased capital. Payment of dividend is subject to the approvalof shareholders. Further the dividend shall be paid in proportion to the paid up value ofequity shares.
Your Company continues to work on technological upgradation and innovation. The newGreenfield project at Gajner Road Fatehpur Roshnai District Kanpur Dehat was formallyinaugurated and production started on the 20th of July 2018 where the company has createdan additional work space of about 40000 sq meters of building. It will take a couple ofmonths for the entire operations to streamline whereby substantial shifting from existinglocations will also take place. To follow the growth momentum and to take a great leapforward your Company is gearing to rollout this ambitious project which will beinstrumental in substantial expansion of the existing capacities and consolidation ofoperations. The management continues to look at more investment opportunities and investwherever opportunities are available. The management continues to lay emphasis on exportsof value added products and expanding the geographical reach of its export market is yourCompanys priority. The outlook for the current financial year looks robust andpositive. The management is hopeful of improving its
Your Company has taken Deposits from Corporates Directors Promoters and theirrelatives. The outstanding balance of which is H 227.00 Lacs as on 31/03/2018. In view ofSection 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.
Shri Sunil Mehta is retiring by rotation at the ensuing Annual
General Meeting and is eligible for re-appointment. In view of the valuable guidanceand support received from him your Directors recommend his re-appointment. Further theBoard of Directors have re-appointed Shri Shashank Agarwal as Deputy Managing Director onfresh terms as recommended by the Nomination and Remuneration Committee subject to theapproval of shareholders at the ensuing Annual General Meeting for a period of 3 yearsw.e.f. 1st September 2018.
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. Your company has digitalized the BoardProcess and adopted the paper less Board meeting w.e.f. the current financial year.
Key Managerial Personnel:
Following are the Key Managerial Personnel of your Company:
|Sl ||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.
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 is annexed to the BoardsReport as Annexure A which forms part of this report. Management Discussionand Analysis Report as stipulated under the Listing Regulations is annexed to the AnnualReport which forms part of this Report. The Certificate certifying that the Company hascomplied with the requirements of Corporate Governance in terms of SEBI (LODR)Regulations 2015 is 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 2017-18 are annexed asAnnexure B 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) & 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are annexed as Annexure C which forms part of thisReport.
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 2018-19 has been paid within thestipulated time.
I. Statutory Auditors and their Report
M/s Rajiv Mehrotra & Associates (FRN: 002253C) Chartered Accountants wereappointed as Statutory Auditors of your Company for a period of 5 years in the AnnualGeneral Meeting held on 15/09/2017 till the conclusion of 51st Annual GeneralMeeting to be held in the year 2022. The requirement of ratification of the appointment ofStatutory Auditors every year has been omitted by the Companies (Amendment) Act 2017.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 2017-18. TheSecretarial Audit Report as placed by the Auditor is annexed with this Report as AnnexureE. There was no qualification reservation or adverse remark made by theAuditor in their respective report.
IV. Internal Auditors:
The Company has appointed M/s SKVA & Co. Chartered Accountants as the InternalAuditors of the Company for the year 2017-18. 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 properly maintaining the books of accounts and reporting financialstatements. The internal auditor of the company checks and verifies the internal controland monitors them in accordance with policy adopted by the company. Company ensures properand adequate systems and procedures 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 as Annexure F. Annual report on CSR as required underrule 8(1) of the Companies (Corporate Social Responsibility) Rules 2014 is annexed withthis report as Annexure G.
Particulars of Loans Guarantees or
Your Company has not made any Loan or given any Guarantees and the details ofinvestments are given under note 8 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 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 fluctuation to minimizethe risks. The Board members are regularly informed about the potential risks theirassessment and minimization procedures. The Board frames a plan for elimination /minimization of the risk and further lays out the steps for implementing and monitoring ofthe risk management plan.
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 effectfrom 1st 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 was a major change in the accounting policy from 2017-18onwards.
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 awhole the Board reviews the periodical performances of the Company and the role of theBoard towards achievement of the said performances and the future plans as set out fromtime to time. The performance of the Whole Time Directors is evaluated by the Board bylinking it directly with their devotion towards implementation and management of thegrowth parameters of the Company and the actual achievements of the Company. Theperformance of the Non Executive / Independent Directors is evaluated on the basis oftheir 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 therelated parties entered during the year 2017-18 were in the ordinary course of businesson arms length basis and are under omnibus approval granted by the Audit Committee.Further no material related party transaction was entered during the year under review.Accordingly disclosure as required under section 134(3)(h) of the Companies Act 2013read with the Companies (Accounts) Rules 2014 in form AOC-2 is not applicable in yourCompany. 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 of the Board and the committee interaliaperiodically 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 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
/ Courts which would impact the going concern status of the Company and its futureoperations.
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 ofthe Annual Accounts the applicable Accounting Standards had been followed along withproper explanation relating to material departures; ii) the Directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit or loss of the Company forthat period; iii) the Directors had taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; iv) the Directors had prepared the Annual Accounts of the Company on agoing concern basis. v) the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively. vi) the Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
Your Directors express their sincere gratitude for continued support and cooperationreceived from Bankers other Government Agencies and esteemed customers for theirpatronage and support during the year.
Your Directors also place on record their appreciation for the committed contributionof all the officers staff and workmen for the consistent growth of your Company.materialorders passed by the Regulators Your Directors also take this opportunity to place onrecord their gratitude to the Members for their confidence with the company.
| ||For and on behalf of the Board of Directors || |
| ||Kanpur Plastipack Limited || |
|Place: Kanpur ||(Shashank Agarwal) ||(Manoj Agarwal) |
|Date : 13st August 2018 ||Deputy Managing Director ||Managing Director |