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Kkalpana Plastick Ltd.

BSE: 523652 Sector: Consumer
NSE: N.A. ISIN Code: INE465K01016
BSE 00:00 | 04 Oct Kkalpana Plastick Ltd
NSE 05:30 | 01 Jan Kkalpana Plastick Ltd
OPEN 2.20
PREVIOUS CLOSE 2.20
VOLUME 1
52-Week high 3.56
52-Week low 2.20
P/E 44.00
Mkt Cap.(Rs cr) 1
Buy Price 2.20
Buy Qty 455.00
Sell Price 2.20
Sell Qty 30.00
OPEN 2.20
CLOSE 2.20
VOLUME 1
52-Week high 3.56
52-Week low 2.20
P/E 44.00
Mkt Cap.(Rs cr) 1
Buy Price 2.20
Buy Qty 455.00
Sell Price 2.20
Sell Qty 30.00

Kkalpana Plastick Ltd. (KKALPANAPLASTIC) - Director Report

Company director report

Dear Shareholders

Kkalpana Plastick Limited

Your Directors are pleased to present the 30th Annual Report together with the AuditedStatement of

Accounts of Kkalpana Plastick Limited ('the Company') for the year ended 31st March2019.

Financial Performance:

(Rs. In Lacs)

Particulars 2018-19 2017-18
Sales & other Income 47.11 46.43
Profit/ (Loss) before Depreciation Interest & Tax 10.94 16.79
Less : Depreciation 0.09 0.00
Interest 0.00 0.01
Profit/ (Loss) before Tax 10.85 16.78
Less : Provision for Tax
Current Tax 3.89 4.83
Deferred Tax 0.00 0.00
Tax Expense for earlier years 0.00 0.00
Profit/ (Loss) After Tax 6.96 11.94
Add: Profit brought forward from previous year. 86.92 74.98
Balance Carried to B/S 93.88 86.92

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 tocertain classes of companies. Ind AS has replaced the existing Indian GAAP prescribedunder Section 133 of the Companies Act 2013 read with Rule 7 of Companies (Accounts)Rules 2014. For your Company Ind AS is applicable from 1st April 2017 and thefinancials for Financials Year 2017-18 and 2018-19 have been prepared accordingly.

Dividend :

Due to insufficient profit and paucity of funds of the Company your Directors do notrecommend any

dividend for the financial year 2018-19.

Operations and State of Company's Affairs :

During the year under review the turnover (comprises mainly other income) of theCompany was Rs. 47.11 Lacsas compared to Rs. 46.43 Lacs in the previous year. The profitafter tax is Rs. 6.96 lacs as against profit of Rs. 11.94 lacs in the previous year.

Transfer to General Reserve :

The Company proposes not to transfer any funds to the General Reserve for the financialyear 2018-19.

Future Outlook :

The future of your Company is extricably linked to the growth of the Indian Economy andin partial the cable & wire industry. Your Directors feel that the year ahead maybring good fortune to the Company.

Change in nature of Business if any :

There has been no change in the nature of business of the Company.

Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

Material changes and commitments affecting the financial position of the Company :

No material change and commitment affecting the financial position of the Company haveoccurred 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 given loans and made investments exceeding sixty per cent of itspaid-up share capital free reserves and securities premium account or one hundred percent of its free reserves and securities premium account but within the limits asapproved by the members of Company vide special resolution in its Annual General Meeting(hereinafter referred to as "AGM") held on 22.09.2017 pursuant to Section 186of 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 3and 7 to the financial statement).

Particulars of Contracts or Arrangements made with Related Parties :

In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a policy on Related Party Transactions which is also available onthe website of Company at www.kkalpanaplastick.com.

All transactions with the related parties during the year under review were in ordinarycourse of business and at arm's length. Thus disclosure required under section 134(3) (h)of the Companies Act 2013 in Form AOC-2 is not applicable to your Company.

Deposits :

Your Company has not accepted any deposit during the year under review in terms ofSection 73 of the Companies Act 2013 read with Companies (Acceptance of Deposit) Rules2014 and there were no unpaid deposits with the Company.

Details ofSubsidiary/Joint-Venture/Associate Companies :

None of the company has become or ceased to become the subsidiary joint venture orassociate of your Company during the financial year 2018-19.

Risk Management :

In terms of the requirement of the Companies Act 2013 the Company has developed andimplemented the Risk Management Policy and the Audit Committee of the Board reviews thesame periodically.

Vigil mechanism/ Whistle Blower Policy :

Pursuant to the requirement of Section 177(9) of the Companies Act 2013 read withRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company has established vigil mechanism/ whistle blower policy to report genuineconcerns or grievances. Protected disclosures can be made by a whistle blower through an email or phone or letter to the chairman of Audit Committee. The vigil mechanism/ whistleblower policy has also been posted on the website of Company athttp://kkalpanaplastick.com/policy-as-per-companies-act-2013/

Particulars of Employees :

None of the employees employed during the yearwas in receipt of remunerationinaggregate of Rupees One Crore and Two Lakhs or more per annum for the financial year2018-19 or Rupees Eight Lakh Fifty Thousand or more per month for any part of theFinancial Year as set out in the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 Therefore no details have been provided as required under section197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

The ratio of remuneration of each Director to the median employee's remuneration andother details in accordance with sub-section 12 of Section 197 of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014as amended forms part of this report and is marked as "Annexure 1".

Internal financial controls :

The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company.

Share Capital :

The paid up Equity Share Capital as on 31st March 2019 was Rs.552.85 lacs. During theyear under review there has not been any change in the Equity Share Capital of theCompany. It has neither issued shares with differential voting rights nor issued sweatequity or granted stock options. As on 31st March 2019 none of the Directors held anyshares in the company.

Key Managerial Personnel&Directors : Inductions :

During the year under review the members approved the appointment of Mr. Samir KumarDutta

(DIN: 07824452) as an Independent Director for a period of 5(five) consecutive yearsw.e.f 5th July 2018.

Re-appointments :

In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. DeoKishan Kalwani (DIN: 03363450) Whole-Time Director of the Company retires by rotation atthe conclusion of the forthcoming Annual General Meeting and being eligible has offeredhimself for re-appointment.

Cessations :

During the year under review due to personal reasons Mr Bibhakar Jha (DIN: 07208093)Independent Director resigned from the Board of the Company with effect from 5th July2018. The Board appreciates the services rendered by him to the Company.

Declarations by Independent Directors :

The Company has received necessary declarations from each Independent Directors of theCompany pursuant to provisions of Section 149(7) confirming that they meet the criteriaof independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16(1) (b) of theSEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. In the opinion of the Board they fulfill the conditions ofindependence as specified in the Act and the Rules made there under and are independent ofthe management.

Your Company has also received necessary declaration from all the directors asenumerated in section 164(2) and 184(1) of the Companies Act 2013.

Familiarization Programme for Independent Directors :

The Company had organized a familiarization programme for the Independent Directors asper the requirement of the Schedule IV to the Companies Act 2013 and Regulation 25(7) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which is alsoavailable on the Company's website at http://kkalpanaplastick.com/wp-content/uploads/2016/03/FAMILIARIZATION-PROGRAMME-FOR-INDEPENDENT-DIRECTORS.pdf.All independent directors inducted into the Board attended the orientation programme.TheCompany has familiarized 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 letter ofappointment is available on the website of the Company at http://kkalpanaplastick.com/draft-appointment-letter/

Policy on Director's 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. As of 31st March 2019 the Board had 4 members 1 of which was executive and3 were independent directors.

The Company's Policy for selection and appointment of Directors and their remunerationis based on its Nomination and Remuneration policy which inter alia deals with themanner of selection of the Directors and such other matters as provided under section178(3) of the Act and 19(4) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The policy of the Company on director's appointment and remuneration including thecriteria for determining qualifications positive attributes independence of a directorand other matters as required under section 178(3) of the Companies Act 2013 isavailable on the website of the Company athttp://kkalpanaplastick.com/policy-as-per-companies-act-2013/

We affirm that the remuneration paid to the directors is as per the terms laid out inthe Nomination and Remuneration Policy of the Company.

Board Evaluation :

The Company has devised a policy for performance evaluation of Independent Directorsand the Board which includes criteria for performance evaluation of the non-executive andexecutive 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.

A structured performance evaluation form was prepared after taking into considerationinputs received from the Directors and on the basis of the evaluation criteria laid downby Nomination 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.

A separate exercise was carried out for the evaluation of individual Directors (bothExecutive and Non executive/ Independent Directors) Board Committees and the Chairman.The Directors evaluation was broadly based on parameters such as meeting the expectationof stakeholders guidance and review of corporate strategy risks participation andattendance at Board / Committee meetings interpersonal skills. The performance evaluationof the Chairman of the Company was undertaken by the Independent Directors taking intoaccount the views of Executive Directors and Non Executive Directors. The IndependentDirectors also assessed the quality quantity and timeliness of flow of informationbetween the Company's management and the Board. The directors expressed overallsatisfaction on the evaluation process. Based on the feedback of the Board EvaluationProcess appropriate measures were taken to further improve the process and other aspects.

Observation of the Board in regard its own performance :

The Directors were generally satisfied with the performance of the Board. They reachedthis conclusion after critical analysis of various operational segments.

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 annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures.

b) 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 or loss of the Company for that period.

c) 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.

d) The directors had prepared the annual accounts on a going concern basis and

e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws andthat such systems were adequate and operating effectively.

Board Meetings :

The Board met five times during the financial year. The dates of the Board Meetingswere 29.05.2018 18.07.2018 09.08.2018 14.11.2018 and 11.02.2019. The intervening gapbetween two consecutive Meetings was within the period prescribed under the Companies Act2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Thedetails of Board Meetings along with Director's attendance are given below:

Name of Director Category

Attendance of Directors

29.05.2018

18.07.2018 09.08.2018

14.11.2018 11.02.2019
Deo Kishan Whole-Time Yes Yes Yes Yes Yes
Kalwani Director
Ananya Dey Non-Executive Yes Yes Yes Yes Yes
Independent Director
Rama Kant Non-Executive Yes Yes Yes Yes Yes
Mishra Independent Director
Bibhakar Non-Executive Yes N.A. N.A. N.A. N.A.
Jha Independent Director
(Resigned
wef
05.07.2018)
Samir Kumar Dutta (appointed wef Non-Executive Independent Director N.A. Yes Yes Yes Yes
05.07.2018)

Committees of the Board:

The Board has three (3) Committees details of which are given below:

1. Audit Committee : The Composition of the Committee and Director's attendance inthe Committee

Meetings held during the financial year 2018-19 is given below:

Name of Category

Attendance of Directors

Director
29.05.2018 09.08.2018 14.11.2018 11.02.2019
Rama Kant Non-Executive Independent Yes Yes Yes Yes
Mishra Director; Chairman of the
Committee
Ananya Dey Non-Executive Independent Yes Yes Yes Yes
Director; Member of the
Committee
Deo Kishan Whole-Time Director; Yes Yes Yes Yes
Kalwani Member of the Committee

2. Nomination and Remuneration Committee: The Composition of the Committee andDirector's

attendance in the Committee Meetings held during the financial year 2018-19 is givenbelow:

Name of Director Category

Attendance of Directors

28.05.2018 18.07.2018 13.02.2019
Rama Kant Non-Executive Independent Yes Yes Yes
Mishra Director; Chairman of the Committee
Ananya Dey Non-Executive Independent Director; Member of the Committee Yes Yes Yes
Bibhakar Jha (resigned wef 05.07.2018) Non-Executive Independent Director Member of the Committee Yes N.A. N.A.
Samir Kumar Dutta (appointed wef 05.07.2018) Non-Executive Independent Director Member of the Committee (w.e.f 5th July 2018 till date) N.A. Yes Yes

3. Stakeholders Relationship Committee: The Composition of the Committee andDirector's attendance

in the Committee Meetings held during the financial year 2018-19 is given below:

Name of Director Category

Attendance of Directors

29.05.2018

09.08.2018 13.11.2018

13.02.2019
Ananya Dey Non-Executive Independent Director Member of the Committee Yes Yes Yes Yes

 

Name of Category

Attendance of Directors

Director
29.05.2018

09.08.2018 13.11.2018

13.02.2019
Deo Kishan Whole-Time Director Yes Yes Yes Yes
Kalwani Member of the Committee
Bibhakar Non-Executive Independent Yes N.A. N.A. N.A.
Jha (Resigned Director Member of the
wef 05.07.2018) Committee
Samir Non-Executive Independent N.A. Yes Yes Yes
Kumar Dutta (appointed wef 05.07.2018) Director Member of the Committee (w.e.f 5th July 2018 till date)

Independent Directors' Meeting:

During the year under review the Independent Directors met on 13th February 2019inter alia to: Evaluate performance of Non-Independent Directors and the Board ofDirectors as a whole; Evaluate performance of the Chairman of the Company taking intoaccount the views of the Executive and Non-Executive Directors; Evaluation of the qualitycontent and timeliness of flow of information between the Management and the Board that isnecessary for the Board to effectively and reasonably perform its duties.

All Independent Directors were present at this Meeting.

Auditors and Auditors' Report:

The Statutory Auditors of the Company M/s. B.K. Sharma & Associates CharteredAccountants Kolkata (Firm Registration No. 323388E) were appointed as Statutory Auditorof Company at the Annual General Meeting of the Company held on 22nd September 2017 fora period of five (5) consecutive years subject to ratification by members of the Companyat every subsequent Annual General Meeting. However as per the recent amendment ofSection 139 of the Companies Act 2013 which have been made effective from 07th May2018 ratification of the appointment of the auditor is no longer required. Hence the sameis not proposed at the ensuing Annual General Meeting.Pursuant to sections 139 & 141of the Companies Act 2013 read with Rule 5 of the Companies (Audit & Auditors) Rules2014 the Statutory Auditors have furnished a certificate of their eligibility and consentto continue as Statutory Auditors of your Company

for the F.Y. 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 the accounts for theyear ended 31st March 2019 does not contain any qualification adverse remark orobservation.

Cost Audit:

The turnover of the Company in the immediately preceding financial year does not exceedthe prescribed limit as mentioned in Companies (Cost Records &Audit)Rules 2014 andhence cost audit is not applicable to the company.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshas appointed M/s. B.K. Barik & Associates (Membership No. FCS 5696 & COP No.3897) Practicing Company Secretaries for conducting secretarial audit of the company forthe financial year 2018-19

The report of the Secretarial Auditors for the Financial Year 2018-19 in Form MR-3 isannexed herewith as

"Annexure 2" to this report. The report is self-explanatory and does notcall for any further comments.

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 place for consideration by Boardmembers at their meeting held on 27th May 2019 and subsequently submitted to the StockExchange as per the requirement of said circular. The Annual Secretarial Compliance Reportissued by Mr. Ashok Kumar Daga (Membership No.-FCS- 2699 C.O.P No. 2948) PracticingCompany Secretary for the year ended 31st March 2019 does not contain any qualificationobservation or adverse remark.

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 2014extract of annual return is annexed and marked as "Annexure 3".

Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal)

Act 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at workplace (Prevention Prohibitionand Redressal) Act 2013 and the

rules framed there under.

The Company has less than 10 women employees and as such no details are required to befurnished in accordance with the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013.

Your Company is also not required to constitute the Internal Complaints Committee asper the above referred Act.

During the financial year 2018-19 no complaint of sexual harassment has been receivedby the Company.

Corporate Social Responsibility (CSR)

The provision of section 135(1) of CompaniesAct 2013 i.e. corporate socialresponsibility is not applicable on your company.Therefore your company has notconstituted CSR committee.

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 :

During the year your company maintained harmonious and cordial Industrial Relations.

Your Directors acknowledge and appreciate the efforts and dedication of employees ofthe company.

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 in future.

Policies:

The SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All applicable policies areavailable on the website of the Company athttp://kkalpanaplastick.com/policy-as-per-companies-act-2013/.The policies are reviewedperiodically by the Board and updated based on need and new compliance requirement.

Management Discussion and analysis Report

In accordance with Regulation 34(2) (e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed Management Discussion and Analysis Report forthe year under review is presented in a separate section forming part of the annualreport and marked as "Annexure 4".

Corporate Governance

Your Company is committed to maintaining the highest standards of Corporate Governance.Your Company has complied with the applicable Corporate Governance requirements of theListing Agreements with the Stock Exchanges.

It may be noted that Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2)of Regulation 46 and para C D and E of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are not applicable to your company pursuant toprovisions of Regulation 15 of the said Regulations as the Paid up Capital of the Companyis below Rupees Ten Crores and Net worth below Rupees Twenty Five Crores as on the lastday of the previous Financial Year as well as on date of the report.

As such the Company is not required to mandatorily append to this report the CorporateGovernance Report or the Declaration stating that the management personnel have affirmedcompliance with the code of conduct of board of directors and senior management or thecompliance certificate from either the auditor or practicing company secretaries regardingcompliance conditions of corporate governance.

Compliance with applicable Secretarial Standards

Your company has complied with the applicable provisions of Secretarial Standard - 1and Secretarial

Standard- 2 issued by the Institute of Company Secretaries of India

Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and

Outgo

Particulars required to be furnished under Section 134(3) (m) of The Companies Act2013read with Rule 8(3) of the Companies (Accounts) Rules 2014.

(a) Conservation of energy

(i) the steps taken or impact on conservation of energy -
(ii) the steps taken by the company for utilizing alternate sources of energy -
(iii) the capital investment on energy conservation equipments Nil

(b) Technology absorption

(i) the efforts made towards technology absorption -
(ii) the benefits derived like product improvement cost reduction product development or import substitution -
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- -
(a) the details of technology imported -
(b) the year of import; -
(c) whether the technology been fully absorbed -
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof -
(iv) the expenditure incurred on Research and Development Nil

(c) Foreign Exchange earnings and outgo

Earning - Nil

Outgo - Nil

Acknowledgment

Your Directors take this opportunity to thank the Financial Institutions BanksCentral and State Governments authorities Regulatory authorities Stock Exchanges and allthe various stakeholders for their continued co-operation and support to the Company.

Your Directors wish to convey their sincere appreciation to all of the Company'semployees and workers at all level for their enormous personal efforts as well as theircollective contribution to the Company's performance.

Registered Office: RegisteredOffice: For and on Behalf of the Board
2B Pretoria Street 2B PretoriaStreet
Kolkata Kolkata 700 071 700071 Deo Kishan Kalwnai (DIN: 03363450)
th
Date: 27 May 2019. Whole time Director
Date: 27th May 2019
Place: Kolkata Rama Kant Mishra (DIN: 06882372)
Director