Your Directors have pleasure in presenting their 28th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2017.
1. Financial summary or highlights/Performance of the Company (Standalone)
The Board's Report shall be prepared based on the stand alone financial statements ofthe company. The Company's financial performance for the year under review along withprevious year's figures is given hereunder:
|Particulars ||2016-17 ||2015-16 |
|Total Revenue ||4575948 ||4745287 |
|Profit Before Interest & Depreciation ||2700304 ||(923515) |
|Finance Charges ||00 ||00 |
|Gross Profit ||2504452 ||(1145125) |
|Provision for Depreciation ||195852 ||221610 |
|Net Profit Before Tax ||2504452 ||(1145125) |
|Provision for Tax ||100000 ||00 |
|Deferred Tax Charge / (Credit) ||481221 ||2180631 |
|Net Profit After Tax ||1923231 ||(3325756) |
|Balance of Profit brought forward ||1923231 ||(3325756) |
|Earnings Per Share (Basic) ||0.38 ||(0.66) |
2. Brief description of the Company's working during the year/State of Company's affair
Directors wish to present the details of Business operations done during the year underreview:
a. Production and Profitability
|Particulars ||2016-2017 ||2015-2016 |
|Revenue from Operations ||263821 ||2820187 |
|Profitability ||1923231 ||(3325756) |
b. Sales: Rs. 263821/-
Significant and Material Orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future.
No significant and material order passed by any regulators or courts or tribunalsimpacting the going concern status and company's operations in future. The company isdoing reasonable growth and development.
Your Directors have not recommended any dividend for the financial year ended 31stMarch 2017.
The company has not incurred profit so that no any amount transfers to reserves of thecompany.
5. Share Capital
During the year under review your Company's Authorized Share Capital has remainunchanged at Rs.60000000 (Rupees Six Crore)comprising 6000000 Equity Shares ofRs.10/- each. During the year under review your Company's Paid-up Equity Share Capitalhas also remained unchanged at Rs.50029000 (Rupees Five Crore Twenty Nine Thousand)comprising 5002900 Equity Shares of 10/- each.
a) Buy back of securities
The Company has not bought back any of its securities during the year under review.
b) Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
c) Bonus Shares
No Bonus Shares were issued during the year under review.
d) Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees.
6. Details of Subsidiary/Joint Ventures/Associate Companies
The Company does not have any subsidiary as on 31st March 2017.
7. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year of the company to which the financialstatements relate and the date of the report.
8. Change in the Nature of Business if any
There was no change in the nature of business of the Company during the Financial Yearended 31st March 2017
9. Directors and Key Managerial Personnel
Mrs. Sudha Mohta director of the company retires by rotation and being eligible offersherself for re-appointment and there was no appointment or resignation of any other KeyManagerial Personnel during the financial year 2016-17.
10. Particulars of Employees
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered office of the Company during business hours on working days of theCompany up to the date of ensuing Annual General Meeting. If any Member is interested ininspecting the same such Member may write to the Company in advance.
|Name of the Employee ||Designation ||Remuneration p.a.(Rs. in Lakh) ||Nature of the Employment ||Qualification ||Exper ience ||Date of Commencement of employment ||Age ||Last employment held by the employee before joining the Company ||Whether Relative of the Director if Yes name of the director ||Percentage of equity shares held by the employee in the Company # |
|1 Mr. Karan Kamal Mohta ||Managing Director ||1Lakh ||On roll ||Chartered Financial Analyst ||9 Years ||14 Aug 2014 ||31 ||Director ||S/o of Mrs. Sudha Mohta (Director) ||Nil |
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year the Board of Directors of the Company met 5(Five) times on 14th May 2016 09thAugust 2016 14th November 2016 13th February 2017 31st March 2017 and no extra ordinarygeneral meetings were convened and held. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.
Pursuant to the requirements of Schedule IV to the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a separate Meeting ofthe Independent Directors of the Company was also held on 14th May 2016 without thepresence of non-independent directors and members of the management to review theperformance of nonindependent directors and the Board as a whole the performance of theChairperson of the company and also to assess the quality quantity and timeliness of flowof information between the company management and the Board.
12. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and SEBI(LODR) Regulation 2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and Share Transfer & Shareholders' Grievances Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.
13. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that
(a) 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;
(b) 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;
the directors had prepared the annual accounts on a going concern basis;
(c) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively; and
(d) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
14. Declaration by an Independent Director(s)
A declaration by an Independent Director(s) that they meet the criteria of independenceas provided in sub-section (6) of Section 149 of the Companies Act 2013 during entirefinancial year.
15. Remuneration Policy
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
16. Audit Committee
The Audit committee of the Company as on the date of this report is constituted offollowing Directors:
1. Mr. Dwarkadas Deokishan Bagri (Chairman of the Committee)
2. Mr. Sanjay Kumar Loiwal
3. Mrs. Sudha Mohta
The Auditors M/s. ASL & Co. Chartered Accountants Mumbai retire at the ensuingAnnual General Meeting and being eligible offer themselves for reappointment for next AGMfor a period of 2017-2018 from the conclusion of this Annual General Meeting [AGM] tillthe conclusion of next AGM.
The Audit Committee and the Board of Directors recommends the re-appointment of M/s ASL& Co. Chartered Accountants as the Statutory Auditors of the Company in relation tothe financial year 2017-18 till the conclusion of the next Annual General Meeting.
18. Auditors' Report
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
19. Disclosure about Cost Audit
As per the Cost Audit Orders Cost Audit is not applicable to the Company.
20. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 read withcorresponding Rules framed there under M/s Upendar Kumar Sharma & Associate wasappointed as the Secretarial Auditors of the Company to carry out the secretarial auditfor the year ending 31st March 2017.
21. Secretarial Audit Report
A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 isannexed with this Report as ANNEXURE-I.
22. Internal Audit & Controls
The Company has well established and comprehensive internal control procedures acrossall streams ensuring that transactions are authorized entered and reported correctly andbusiness operations are effectively and efficiently carried. The company has adequateinternal control system commensurate with its size and nature of its business. Managementhas the overall responsibility for company's internal control system to safeguard theassets and to ensure reliability of financial records. The company has detailed budgetarycontrol system and the actual performance reviewed periodically and decision takenaccordingly.
The management is well connected with the effective control and MIS are regularly beingexchanged.
The Audit Committee of the Board in its meeting regularly reviews the Internal AuditReports and adequacy of internal controls.
23. Vigil Mechanism :
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.kiranprintpack.wix.com/kiran.
24. Risk management policy
In today's economic environment Risk Management is very important part of thebusiness. The main aim of risk management is to identify monitor and take precautionarymeasures in respect of the events that may pose risks for the business. Your Companyrecognizes risk management as an integral component of good corporate governance. TheCompany has developed and adopted a Risk Management Policy. Risk as assessed encompassesOperational Risk Internal Control Risks External Risks and Information Technology Risksetc.
25. Extract of ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2015 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE II .
The Company has neither accepted nor renewed any deposits during the year under review.
27. Particulars of loans guarantees or investments under section 186
The particulars of loans guarantees and investments if any covered under section 186of the Companies Act 2013 and it have been disclosed in the financial statements.
28. Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto shall be disclosedunder Notes forming part of the Financial Statements.
29. Corporate Governance Certificate
The Compliance certificate from the practicing company secretaries regarding complianceof conditions of corporate governance as stipulated in SEBI (LODR) Regulation 2015 shallbe annexed with the report.
30. Management Discussion and Analysis
In accordance with the SEBI (LODR) Regulation 2015 The Management Discussion andAnalysis forms part of this Annual Report for the year ended 31st March 2017.
31. Obligation of company under the sexual harassment of women at workplace(prevention prohibition and redressal) act 2013
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee. Company has adopted a policy for prevention of SexualHarassment of Women at workplace and has set up Committee for implementation of saidpolicy. During the year Company has not received any complaint of harassment.
32. Conservation of energy technology absorption and foreign exchange earnings andoutgo
Company has limited scope for undertaking energy conservation exercises butnevertheless continues to emphasize work practices that result in conservation of energy.At the offices of your Company special emphasis is placed on installation ofenergy-efficient lighting devices use of natural light as best as possible and adoptionof effective procedures for conservation of electricity water paper and other materialsthat consume natural resources.
Foreign exchange earnings and Outgo
There was no foreign exchange inflow or Outflow during the year under review as per AnnexureIII
33. Corporate Social Responsibility (CSR)
Corporate Social Responsibility provisions not applicable to company.
34. Human Resources
Company treats its "human resources" as one of its most important assets.
Company continuously invests in attraction retention and development of talent on anongoing basis. A number of programs that provide focused people attention are currentlyunderway. Company thrust is on the promotion of talent internally through job rotation andjob enlargement.
35. Transfer of Amounts to Investor Education and Protection Fund
Company did not have any funds lying unpaid or unclaimed for a period of seven years.Therefore there were no funds which were required to be transferred to Investor Educationand Protection Fund (IEPF).
36. Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 toBSE and Ahmadabad Stock Exchange where the Company's Shares are listed.
An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.
| ||For and on behalf of the Board of directors |
|Place: Navi Mumbai ||Mr. Karan Kamal Mohta |
|Dated: 29 MAY 2017 ||Chairman of the Meeting |
| ||(Managing Director) |
| ||(DIN: 02138590) |