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KKalpana Industries (India) Ltd.

BSE: 526409 Sector: Industrials
NSE: N.A. ISIN Code: INE301C01028
BSE 00:00 | 18 Sep 19.55 -0.95
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NSE 05:30 | 01 Jan KKalpana Industries (India) Ltd
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VOLUME 32368
52-Week high 26.45
52-Week low 11.95
P/E 7.46
Mkt Cap.(Rs cr) 184
Buy Price 19.70
Buy Qty 156.00
Sell Price 19.55
Sell Qty 330.00
OPEN 20.45
CLOSE 20.50
VOLUME 32368
52-Week high 26.45
52-Week low 11.95
P/E 7.46
Mkt Cap.(Rs cr) 184
Buy Price 19.70
Buy Qty 156.00
Sell Price 19.55
Sell Qty 330.00

KKalpana Industries (India) Ltd. (KKALPANAINDS) - Director Report

Company director report

Dear Members

On behalf of the Board of Directors it is our pleasure to present the 34thAnnual Report on the affairs of the Company together with the Audited Statement ofAccounts for the year ended March 31 2019.

Summarized Financial Results

( Rs. In Lacs)

Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Net Turnover and other Income 202082.84 177352.37 199479.35 176397.94
Profit before Depreciation Interest & Tax 11433.63 10702.09 11764.11 10539.04
Less : Depreciation 1647.35 1725.66 1667.14 1732.91
Interest 5743.98 5526.60 5994.39 5526.62
Profit before Tax 4042.29 3449.83 4102.58 3279.51
Less: Exceptional Item - - - -
Less : Provision for Tax 1480.54 1252.59 1501.24 1252.59
Profit After Tax 2561.75 2197.24 2601.34 2026.91
Add: Profit brought forward from previous year. 18144.26 15947.02 18022.7 15978.32
Non – Controlling Interest 0 0 1.69 17.47
Amount Available for Appropriation 20706.01 18144.26 20625.73 18022.70
Appropriation
Proposed final dividend on Equity Shares (225.78) 0 (225.78) 0
Corporate Dividend Tax (45.96) 0 (45.96) 0
Transfer to General Reserve 0 0 0 0
Surplus carried to Balance Sheet 20434.27 18144.26 20353.98 18022.70

Indian Accounting Standards

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated 16th February 2015 notified the Indian Accounting Standards (Ind AS)applicable to certain classes of companies. IndAS has replaced the existing Indian GAAPprescribed under Section 133 of the Companies Act 2013 read with Rule 7 of Companies(Accounts) Rules 2014. For your Company Ind AS became applicable from 1stApril 2017 and the financials for Financial Year 2017-18 and 2018-19 have been preparedaccordingly.

Industrial Scenario

Your directors feel that your company’s approach in operational areas andparticularly in regard to supply chain should be judicious. The year 2019-20 and also2020-2021 are very challenging particularly because world economic scenario willdefinitely be gloomy and India will also face headwinds in its economy.

Operations and State of Company’s Affairs

During the year under review your Company achieved total revenue of Rs. 2020.83Crores as against total revenue of Rs. 1773.52 Crores in the previous financial year. TheProfit after Tax is Rs. 25.62 Crores as against Rs. 21.97Crores in the previous year.

Future Prospects

Your directors are of the firm view that your company’s Research and Developmentwhich is of a very high standard will enable your company to make inroads in new marketsboth domestic and international.

Dividend

Your directors have pleasure in recommending payment of dividend @ 12% (Rs. 0.24p perequity share of face value Rs. 2/- each) to the equity shareholders of the Company for theFinancial Year ended 31st March 2019. The total outgo will be Rs. 271.74 lacsinclusive of Dividend Distribution Tax.

Transfer of Amount to Investor Education and Protection Fund

Dividend for the financial year ended 31st March 2012 which remains unpaidor unclaimed for a period of seven years will be due for transfer to Investor Educationand Protection Fund (IEPF) on 03rd November 2019. Members who have not yetenchased their dividend warrants for the financial year ended 31st March 2012or any subsequent financial years are requested to lodge their claims without any delay.Pursuant to the provisions of the Investor Education and Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has already filed the necessary form and uploaded the details of unpaid andunclaimed amounts lying with the Company as on the date of last AGM (i.e.27.09.2018)with the Ministry of Corporate Affairs. The related data is available on theCompany’s website.

Share Capital

There is no change in the Share Capital of the Company. As on 31st March2019 the paid up equity share capital of the company stood at Rs. 1881.46 lacs dividedinto 94072930 equity shares of face value Rs. 2/- each.

Fixed Deposits

Your Company has not accepted any deposits from public and /or shareholders during theyear under review within the meaning of Section 73 of the Companies Act 2013 read withthe Companies (Acceptance of Deposit) Rules 2014 and accordingly as of 31stMarch 2019 there were no unpaid fixed deposits with the Company.

Transfer to General Reserve

The Company proposes not to transfer any funds out of its total profit of Rs. 25.62Crore for the financial year to the General Reserve.

Research and Development

Your Company recognizes that Research & Development plays a vital role insupporting current operations as well as future growth. Your Company has focused itsattention on development of Products that have wide industrial applications particularlyin cable piping packaging and footwear industries.

Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act 2013 Dr. PranabRanjan Mukherjee (DIN -00240758) Whole Time Director of the Company retires by rotationat the forthcoming Annual General Meeting and being eligible has offered himself forre-appointment. The Board on recommendation of Nomination & Remuneration Committeeat its meeting held on 11th February 2019 approved the reappointment of Dr.Pranab Ranjan Mukherjee as Whole Time Director for a period of one year w.e.f 01stOctober 2019 subject to the approval of the members. Accordingly approval of themembers is sought for reappointment of Dr. Pranab Ranjan Mukherjee at the forthcoming AGMas observed from Item No. 6 of the Notice convening this Annual General Meeting.

Mrs. Ramya Hariharan (DIN: 06928511) was also appointed as the Additional Director inthe category of Independent Director of the Company w.e.f. 11th February 2019. She holdsoffice upto the date of ensuing Annual General Meeting and being eligible has offeredherself for appointment as an Independent Director. The Board of Directors of your companyhas sought approval from members in accordance with Item No. 5 of the Notice conveningthis Annual General Meeting.

Further Mr. Dev Krishna Surana (DIN: 08357094) was also appointed as AdditionalDirector w.e.f 11th February 2019. He holds office upto the date of ensuingAnnual General Meeting and being eligible has offered himself for appointment as Directorof the Company. The Board on recommendation of Nomination & Remuneration Committeeat its meeting held on 28th May 2019 designated Mr. Dev Krishna Surana (DIN:08357094) as Whole Time Director of the Company w.e.f. 28th May 2019subject to approval of the members at the ensuing Annual General Meeting upon such termsand conditions as annexed to the Notice convening this Annual General Meeting. The Boardof Directors of your company has sought approval from members in accordance with Item No.7 of the Notice convening this Annual General Meeting.

The disclosures about Directors required pursuant to Regulation 36 of the SEBI (ListingObligations and Disclosure Requirements) Regulations (hereinafter referred as "SEBIListing Regulations") and Clause 1.2.5 of the Secretarial Standard are given in theNotice of AGM forming part of the Annual Report. Consent for appointment as requiredfrom respective Directors have been received.

None of the Independent Directors are due for reappointment.

Committees of the Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their respective composition number ofmeetings and attendance at the meeting are provided in the Corporate Governance Reportwhich also forms part of this Annual Report.

Declaration by Independent Directors

All Independent Directors of the Company have given declarations under Section 149(7)of the Act and Regulation 25(8) of SEBI Listing Regulations that they meet the criteriaof independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) ofthe SEBI Listing Regulations. In terms of Regulations 25(8) of the Listing Regulationsthe Independent Directors have confirmed that they are not aware of any circumstance orsituation which exists or may be reasonably anticipated that could impair or impacttheir ability to discharge their duties with an objective independent judgement andwithout any external influence.

Code of Conduct for Directors Senior Management Personnel and Employees

Your Company has adopted a Code of Conduct for its Directors and Senior Management. Italso has in place an HR Policy for its employees at all levels. In terms of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 all Directors and SeniorManagement Personnel have affirmed compliance with respective codes. The CEO and ManagingDirector has also affirmed and certified the same which certification is provided in theReport on Corporate Governance.

Familiarization Programme for Independent Directors

The Company had organized a familiarization programme for the Independent Directors asper the requirement of Schedule IV to the Companies Act 2013 and Regulation 25(7) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. All independentdirectors inducted into the Board attended the orientation programme. The Company hasfamiliarized the Independent Director with the company their roles rightsresponsibilities in the company nature of the Industry in which the company operates andbusiness model of the company through various programmes. Further at the time of theappointment of an Independent Director the company issues a formal letter of appointmentoutlining his/ her role function duties and responsibilities. The format of the letterof appointment is available under the head draft letter of appointment on our website(www.kkalpanagroup.com/investor-relations.php)

Board Evaluation

The Board of Directors has devised a policy for performance evaluation which includescriteria for performance evaluation. It accordingly carries out an annual evaluation ofits performance and the performance of its Committees as well as Individual Directors(both Executive and Non – executive/ Independent Directors). This involves receivinginputs from all Directors.

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the formal annual evaluation was carried outfor the Board’s own performance its committees & Individual Directors. Astructured performance evaluation form was prepared after taking into consideration inputsreceived from the Directors and on the basis of the evaluation criteria laid down byNomination and Remuneration Committee covering various aspects of the Board’sfunctioning including adequacy of the composition of the Board and its Committees Boardculture execution and performance of specific duties obligations and governance theeffectiveness of its processes information flow and functioning.

A separate meeting of Independent Directors is held to review the performance ofNon-Independent Directors the performance of the Board of Directors and the performanceof Chairman. The Directors evaluation was broadly based on parameters such as meeting theexpectation of stakeholders guidance and review of corporate strategy/ risksparticipation Director’s contribution to the Board of Directors and Committeemeetings including preparedness on the issues to be discussed as well as meaningful andconstructive contribution and inputs during the meeting and attendance at Board /Committee meetings interpersonal skills. The performance evaluation of the Chairman ofthe Company was undertaken by the Independent Directors taking into account the views ofExecutive Directors and Non –Executive Directors. The Chairperson is evaluated on thekey aspects of their role their contribution to ensuing corporate governance leadershipqualities decision implementation understanding of market and industry scenario etc. TheIndependent Directors also assessed the quality quantity and timeliness of flow ofinformation between the Company’s management and the Board.

Observation of the Board in regard its own performance

In regard to Financial Year ended 31st March 2019 the Board of Directorsof the Company after an exhaustive discussion on the captioned subject matter was of theopinion that operationally the Board as whole had issued effective instructions fromtime to time and the same were duly carried out.

However it asked for certain additional documents to be placed in the Board Meetingfor further toning up the operational efficiency of the Company. The Chairman and ManagingDirector assured that necessary departments will submit the documents as required fromtime to time for consideration of the Board of Directors of the Company.

As regards Financial Year ended 2018 the Board of Directors of the Company expressedfull satisfaction on the performance of the Board as a whole and did not call for anyfurther documents/information for improving the quality of work of the Company.

Policy on Director’s appointment and remuneration

The current policy is to have an appropriate mix of executive and non-executive/independent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As of 31st March 2019 the Board had 8 members 3of whom were executive and 5 were non-executive directors. The Company’s Policy forselection and appointment of Directors and their remuneration is based on its Nominationand Remuneration policy which inter alia deals with the manner of selection of theDirectors and Senior Management Personnel and such other matters as provided under section178(3) of the Act and 19(4) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 including any amendment thereto.

The policy of the Company on directors’ appointment and remuneration includingthe criteria for determining qualifications positive attributes independence of adirector and other matters as required under section 178(3) of Companies Act 2013 isavailable on the company’s website under the head Policy atwww.kkalpanagroup.com/investor-relations.php.

Your Directors affirm that the remuneration paid to the directors is as per the termslaid out in the Nomination and Remuneration Policy of the Company.

Core Skills of the Board

Your Directors posses adequate skills/ expertise/ competencies in the areas ofmarketing research and development finance and accounts HR/administration Legal andOperations for smooth operation of the company.

Board meetings

The Board met Five times during the financial year under review the details of whichare given in the Corporate Governance Report which is annexed and forms a part of thisreport. The intervening gap between two consecutive Meetings was within the periodprescribed under the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Directors’ Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that: (a) in the preparation of the annualaccounts the applicable accounting standards had been followed along with properexplanation 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; and (e) thedirectors had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively ; and(f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Auditors & Audit

The Statutory Auditors of the Company M/s. B.Mukherjee & Co CharteredAccountants Kolkata (Firm Registration No.302096E) were appointed as Statutory Auditorsof the Company at the Annual General Meeting of the Company held on 23rdSeptember 2017 for a period of 5 consecutive years subject to ratification by membersof the Company at every subsequent Annual General Meeting. However as per the recentamendment of Section 139 of the Companies Act 2013 which have been made effective from07th May 2018 ratification of the appointment of the auditor is no longerrequired. Hence the same is not proposed at the ensuing Annual General Meeting. TheStatutory Auditors have given a certificate of eligibility and consent that they areeligible and willing to continue as Statutory Auditors of your company for the FinancialYear 2019-20.

Further the Auditors have confirmed that they have undergone the peer review processof the Institute of Chartered Accountants of India (ICAI) and hold a valid certificateissued by the ‘Peer Review Board’ of ICAI. The Auditors’ Report on theaccounts for the year ended 31st March 2019 does not contain anyqualification adverse remark or observation.

Internal Auditors

The Board of Directors of your Company has re-appointed M/s. DKD & AssociatesChartered Accountants Kolkata (Firm Registration No.322657E) as Internal Auditorspursuant to the provisions of Section 138 of the Companies Act 2013 for the financialyear 2019-2020.

Cost Auditors

Pursuant to section 148 of the Companies Act 2013 and subject to notification of rulesthereunder the board of directors on the recommendation of the audit committee hasappointed M/s. D. Sabyasachi &

Co. (Membership N0. 00369) Cost Accountants Kolkata as the Cost Auditors of theCompany for the financial year 2019-20. M/s. D. Sabyasachi & Co. have confirmed thattheir appointment is within the prescribed limits and they are free from anydisqualifications as provided in section 141 of the Companies Act 2013.

Secretarial Audit

The Board had appointed Mr. Ashok Kumar Daga (Membership No.-FCS- 2699 C.O.P No.2948) Practicing Company Secretary to conduct Secretarial Audit for the Financial Year2018-19. The report of the Secretarial Auditors for the Financial Year 2018-19 in FormMR-3 is annexed herewith as Annexure 1 to this report. The report is self-explanatory anddoes not call for any further comments. The company does not have any material subsidiarycompany and hence the provisions of Secretarial Audit for material unlisted company asnotified by SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08.02.2019 vide which Regulation24A of SEBI (listing Obligations and Disclosure Requirements) Regulations 2015 wasamended is not applicable to your Company.

Annual Secretarial Compliance Audit

SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08.02.2019 introduced that listedcompanies shall additionally on an annual basis require a check by Practicing CompanySecretary ("PCS") on compliance of all applicable SEBI Regulations andcirculars/ guidelines issued thereunder consequent to which the PCS shall submit areport to the listed entity. Mr. Ashok Kumar Daga (Membership No.-FCS- 2699 C.O.P No.2948) Practicing Company Secretary was appointed by the Board for the said purpose whohas since submitted his report to the Board which was placed for consideration of Boardmembers at their meeting held on 28th May 2019 and subsequently submitted tothe Stock Exchange as per the requirement of said circular. The Annual SecretarialCompliance Report issued by Mr. Ashok Kumar Daga (Membership No.-FCS- 2699 C.O.P No.2948) Practicing Company Secretary for the year ended 31st March 2019 doesnot contain any qualification observation or adverse remark.

Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015mandated the formulation of certain policies for all listed companies. All applicablepolicies are available under the head Policy on the Company’swebsite:www.kkkalpanagroup.com/investor-relations.php. The policies are reviewedperiodically by the Board and updated based on need and new compliance requirement.

Corporate Social Responsibility (CSR)

The Company has a Corporate Social Responsibility Committee constitution of which isdetailed in the Corporate Governance Report forming part of this Report. In compliancewith Section 135 of the Companies Act 2013 read with Companies (Corporate SocialResponsibility Policy) Rules 2014 the Company has adopted a CSR policy which isavailable under the head policy at: http://www.kkalpanagroup.com/investor-relations.php.The Annual Report on CSR expenditures for the FY 2018-19 is annexed herewith and formspart of this report and marked as Annexure - 2.

Related party transactions

Your Company has formulated Policy on Related Party Transaction (RPT) which isavailable on Company’s website www.kkalpanagroup.com. There were no transactions thatrequired disclosure under section 134(3)(h) of the Companies Act2013 in Form AOC-2 andhence your company has not provided any details of such related party transactions.Further there are no material related party transactions during the year under reviewwith the Promoters Directors or any Key managerial Personnel which may have a potentialconflict of interest with the Company at large. All Related Party Transactions wereentered into by the company in its ordinary course of business and were at an arm’slength.

Subsidiaries/ Joint Ventures / Associate Companies

M/s. Plastic Processors & Exporter Private Limited is a Subsidiary of your Companyand M/s Kkalpana Plastick Limited is the Associate company of your company. The financialposition of these two companies is given in Form AOC- 1 and forms part of the reportmarked as ‘Annexure – 3’.

Your company holds 99.99% of equity in the paid up capital of M/s Plastic Processorsand Exporter Private Limited and holds 36.23% of equity in the paid up capital of M/sKkalpana Plastick Limited.

Performance of Subsidiaries Associates and Joint Venture Companies and theircontribution to the overall performance of the Company during the period

Name of the Entity Share in Profit and Loss
PAT (Rs. As a % age of Amount
Particulars
In lacs) Profit or Loss (Rs. In Lacs)
Kkalpana Plastick Limited- Associate Company 6.96 36.23% 2.52
Plastic Processors and Exporter Pvt Ltd - Subsidiary Company 37.06 99.99% 37.06

Change in nature of Business if any

There has been no change in the nature of business of the Company. Your Companycontinues to be one of the leading manufacturers of Polymer compound in the Country.

Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position ofthe Company 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 the aggregate of its paid-up share capital free reserves and securities premiumaccount or one hundred per cent of its free reserves and securities premium accountwhichever is more as 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 8 and 9 to the financial statement).

Risks and Concerns:

Risk factor is ingratiated to all business activities of all companies though invarying degrees and forms. As far as your company is concerned it has an approved riskmanagement policy by the Board of Directors. Risk evaluation and its management is ongoingprocess within your company and is periodically reviewed by the Board of Directors of yourcompany.

The main risks of your company are as under: Business risks

Your company has to face intense competition from unorganized sector pertaining toplastic compounds. Further the raw material prices remain volatile. It is very difficultto estimate the near future raw material cost. Technology risks Quality up gradation andproduct obsolation risks are intertwined with your company’s business management.However the high standard of in-house research and development fortifies thetechnological risks to some extent.

Financial risks

Currency war is looming on the horizon of global economy. This will make the interestrates of banks rise progressively a factor which will squeeze rate margin of yourcompany. Moreover it is feared that obtaining bank finance will also be difficult becausenearly all the Public Sector Banks (PSB) are already having large NPAs. Availability offinance will be a crucial factor for your company in the near future if the financialsituations referred above do not take a positive turn.

Risk Management Policy

The Board takes responsibility for the overall process of risk management throughoutthe organization. In terms of requirement of the Companies Act 2013 the Company hasdeveloped and implemented the Risk Management Policy and the Audit Committee of the Boardreviews the same periodically. The Compay’s business units and corporate functionsaddress risk through an institutionalized approach aligned to Company’s objective.This is further facilitated by Internal Audit which is reviewed by the Board.

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 thecompany’s operations:

Disclosure as per Sexual Harassment of Women at workplace (Prevention Prohibition andRedressal) Act 2013.

The Company has in place Internal Complaints Committee (ICC) which has been setup toredress complaints regarding Sexual Harassment. The following is the summary of SexualHarassment complaints received and disposed off during the year under review:

No. of Complaints at the beginning of the Financial Year (i.e. 01.04.2018) Nil
No. of Complaints received during the Financial Year (i.e. 2018-19) Nil
No. of Complaints disposed off during the Financial Year (i.e. 2018-19) Nil
No. of pending at the end of the Financial Year (i.e. 31.03.2019) Nil

All employees (permanent contractual temporary & trainees) are covered under thecaptioned Act. Your directors are pleased to state that working atmosphere of your companyis very healthy for male and female employees/ workers.

Particulars of Employees

None of the employees employed during the year was in receipt of remuneration inaggregate of Rupees 10200000 or more per annum for the financial year 2018-19 or Rs.850000 or more per month for any part of the Financial Year as set out in the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Therefore no suchdetails have been provided as required under section 197(12) of the Companies Act 2013read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of managerialPersonnel) Rules 2014.

The ratio of remuneration of each Director to the median employee’s remunerationand other details in accordance with sub-section 12 of Section 197 of the Act read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended forms part of this report and is marked as ‘Annexure 4’Extract of Annual Return

Pursuant to the provisions of section 92(3) and 134(3)(a) of the Companies Act 2013(‘the Act’) and rule 12(1) of the Companies (Management and Administration)Rules 2014 extract of annual return is annexed and is marked as ‘Annexure5’.

Vigil mechanism

Pursuant to the requirement of the Section 177(9) of the Companies Act 2013 theCompany has established vigil mechanism which also incorporates a whistle blower policy interms of the SEBI Listing Regulations. Protected disclosures can be made by a whistleblower through an e mail or phone or letter to the chairman of Audit Committee.

Internal financial controls

The Board has adopted policies and procedures for governance of orderly and efficientconduct of its business including adherence to the Company’s policies safeguardingits assets prevention and detection of frauds and errors accuracy and completeness ofthe accounting records and timely preparation of reliable financial disclosures. .Theinternal financial controls with reference to the Financial Statements are commensuratewith the size and nature of business of your Company. The Internal Auditor reviews theInternal Financial Control system periodically.

Green Initiatives in Corporate Governance

Ministry of Corporate Affairs has permitted companies to send electronic copies ofAnnual Report notices etc. to the registered E-mail addresses of shareholders. YourCompany has accordingly arranged to send the electronic copies of these documents toshareholders whose email addresses are registered with the Company/ DepositoryParticipant(s) wherever applicable. In case any shareholder would like to receivephysical copies of these documents the same shall be forwarded upon receipt of writtenrequest from the shareholder. For members who have not registered their e-mail addressesphysical copies are sent in permitted mode.

Human Resources and Industrial Relations

The Industrial relations of the Company with its personnel has continued to be cordialand amicable. Your Directors acknowledge and appreciate the efforts and dedication ofemployees to the Company. Your directors wish to place on record the co-operation receivedfrom the Staff and Workers at all levels and at all units.

Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo.

Your Company has directed its efforts to reduce energy costs by focusing on energysavings through the best optimization of operations on day to day basis. The Company hasused fuels in appropriate mix to attain maximum savings. As required under Companies(Accounts) Rules 2014 the particulars of energy conservation Technology Absorption andForeign Exchange Earnings and outgo is given in the prescribed format as an Annexure tothe Report and marked as Annexure ‘6’.

Management’s Discussion and Analysis Report

In accordance with Regulation 34 (e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management’s Discussion and Analysis Report forthe year under review is presented in a separate section forming part of the AnnualReport and marked as Annexure ‘7’.

Corporate Governance

The Company is committed to good corporate governance practices. The report onCorporate Governance for the financial year ended March 31 2019 as per regulation 34(3)read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms part of this Annual Report. The requisite Certificate from theStatutory Auditors of the Company confirming compliance with the conditions of CorporateGovernance is annexed to this Report and marked as Annexure ‘8’ Compliancewith applicable Secretarial Standards

Your company has complied with the applicable provisions of Secretarial Standard-1Secretarial Standard- 2 and Secretarial Standard-3 issued by the Institute of CompanySecretaries of India.

Acknowledgement

Your Directors take this opportunity to thank the Financial Institutions BanksCentral and State Government authorities Regulatory authorities Stock Exchanges and allthe various stakeholders for their continued co-operation and support to the Company. YourDirectors also wish to place on record their appreciation to all of the Company’semployees and workers at all level for their enormous efforts as well as their collectivecontribution to the Company’s performance.

For and on behalf of the Board of Directors
Narrindra Suranna
Place: Kolkata (DIN: 00060127)
Date: 28.05.2019 Chairman & Managing Director