Kiran Print Pack Ltd.
|BSE: 531413||Sector: Services|
|NSE: N.A.||ISIN Code: INE516D01011|
|BSE 00:00 | 20 Oct||Kiran Print Pack Ltd|
|NSE 05:30 | 01 Jan||Kiran Print Pack Ltd|
|BSE: 531413||Sector: Services|
|NSE: N.A.||ISIN Code: INE516D01011|
|BSE 00:00 | 20 Oct||Kiran Print Pack Ltd|
|NSE 05:30 | 01 Jan||Kiran Print Pack Ltd|
Your Directors have pleasure in presenting their 30th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2019.
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:
Amount in Rs.
2. Brief description of the Company's working during the year/State of Company'saffair
Directors wish to present the details of Business operations done during the year underreview: Production and Profitability Amount in Rs.
a. Sales: Rs. 8569856/-
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 2019.
The company has not transferred any amount to reserves of the company
5. Share Capital
During the year under review your Company's Authorized Share Capital has remainunchanged at Rs.60000000 (Rupees Six Core)comprising 6000000 Equity Shares of Rs.10/-each. During the year under review your Company's Paid-up Equity Share Capital has alsoremained unchanged at Rs.50029000 (Rupees Five Crore Twenty Nine Thousand) comprising5002900 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 doesnot have any subsidiary as on 31st March 2019.
7. Material changes and commitments if any affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the 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 2019.
9. Directors and Key Managerial Personnel
Mrs. Sudha Mohta director of the company retires by rotation and being eligible offersherself for re-appointment and Ms. Palak Pandey was appointed as Company Secretary andthere wear no resignation of any other Key Managerial Personnel during the financial year2018-19. Mr. Karan Kamal Mohta (DIN : 02138590) as Managing Director for the period end on13th August 2019 and same was offers himself for re-appointment. subject to approval ofshareholder in forthcoming Annual General Meeting .
10.Particulars of Employees
The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. In terms of the provisions of Section 197(12) of the CompaniesAct 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 a statement showing the names and other particulars ofthe employees drawing remuneration in excess of the limits set out in the said Rules areprovided in the Annexure forming part of the Annual Report. However having regard to theprovisions of Section 136(1) read with its relevant proviso of the Companies Act 2013the Annual Report excluding the aforesaid information is being sent to the members of theCompany. The said information is available for inspection at the Registered Office of theCompany during working hours and any member interested in obtaining such information maywrite to the Company Secretary and the same will be furnished without any fee. Theinformation required pursuant to Section 197 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given below:
(i) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year: on Mr. Karan Kamal Mohta ManagingDirector Rs.100000/- per month.
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 28th May 2018 13thAugust 2018 14th November 2018 12th February 2019 and 20th February 2019 theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013. Pursuant to the requirements of Schedule IV to the Companies Act 2013 and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a separateMeeting of the Independent Directors of the Company was also held on 28th May 2018without the presence of non-independent directors and members of the management to reviewthe performance of non-independent directors and the Board as a whole the performance ofthe Chairperson of the company and also to assess the quality quantity and timeliness offlow of information between the company management and the Board.
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. in the preparation ofthe annual accounts the applicable accounting standards had been followed along withproper explanation relating to material departures; b. 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 and loss of the company forthat period; c. the directors had 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;d. the directors had prepared the annual accounts on a going concern basis; e. thedirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively; and f. thedirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively.
14. Declaration by an Independent Director(s) and re- appointment/declaration byDirectors:
The Company has received declaration from all the Independent Directors under Section149(7) of the Companies Act 2013 and Regulation 25(8) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 in respect of meeting the criteria ofindependence provided under Section 149(6) of the Companies Act2013 and clause (b) ofsub-regulation (1) of the Regulation 16 of SEBI (Listing Obligations and DisclosureRequirements) Regulations2015. A declaration by an Independent Director(s) that they meetthe criteria of independence as provided in sub-section (6) of Section 149 of theCompanies Act 2013 during entire financial year. An independent director shall holdoffice for a term up to five consecutive years on the Board of a Company but shall beeligible for reappointment for next five years on passing of a special resolution by theCompany and disclosure of such appointment in the Board's report.
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
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 MANOJ K. SHAH & Co. Mumbai Chartered Accountants (FirmRegistration Number: 126403W) Mumbai retire at the ensuing Annual General Meeting andbeing eligible offer themselves for reappointment for next AGM for a period of 2019-2020from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM.The Audit Committee and the Board of Directors recommends the re-appointment of MANOJK. SHAH & Co. Mumbai Chartered Accountants (Firm Registration Number: 126403W).Chartered Accountants as the Statutory Auditors of the Company in relation to thefinancial year 2018-19 till the conclusion of the next Annual General Meeting.
The Auditors' Report does not contain any qualification. Notes to Accounts andAuditors remarks in their report are self-explanatory and do not call for any furthercomments.
19.Disclosure about Cost Audit
As per the Cost Audit Orders Cost Audit is not applicable to the Company.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read withcorresponding Rules framed there under M/s Basant Kumar & Associate was appointed asthe Secretarial Auditors of the Company to carry out the secretarial audit for the yearending 31st March 2019.
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. There are no qualifications reservationsor adverse remarks made by Secretarial Auditors in their Report.
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 areregularly being exchanged. The Audit Committee of the Board in its meeting regularlyreviews the Internal Audit Reports 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
Pursuant to Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has framed a policy to familiarize the Independent Directorsabout the Company. The Policy is available on the website of thewww.kiranprintpack.wix.com/kiran.
25.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.
26.Prevention of Insider Trading
The Company has formulated a policy for Prevention of Insider Trading with a view toregulate monitor and report trading by its employees and other connected persons incompliance with SEBI (Prohibition of Insider Trading) Regulations 2015 and the same hasbeen posted on the website of the Company.
27.Orders passed by the regulators or courts or tribunals
During the Financial Year ended March 31 2019 no regulator or court or tribunal haspassed any significant and material order which is impacting the going concern status andcompany's operations in future.
28.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 . 29.Deposits The Company hasneither accepted nor renewed any deposits during the year under review.
30.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.
31.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 disclosedin AOC-2 as part of annual report.
32.Corporate Governance Certificate
The Compliance certificate from the practicing company secretaries regarding complianceof conditions of corporate governance as stipulated in SEBI (LODR) Regulation 2016 shallbe annexed with the report.
33.Management Discussion and Analysis
In accordance with the SEBI (LODR) Regulation 2016 The Management Discussion andAnalysis forms part of this Annual Report for the year ended 31st March 2019.
34.Obligation of company under the sexual harassment of women at workplace (preventionprohibition and redressal) act
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 Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.
35.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 36.Corporate Social Responsibility (CSR)
Corporate Social Responsibility provisions not applicable to company.
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.
38.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).
39.Listing with stock exchanges:
The Company confirms that it has paid the Annual Listing Fees for the year 2019-2020 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.