Kkalpana Plastick Limited
Your Directors are pleased to present the 32nd Annual Report together withthe Audited Statement of Accounts of Kkalpana Plastick Limited ('the Company') for theyear ended 31st March 2021.
(Rs. In Lacs')
|Particulars ||2020-21 ||2019-20 |
|Total Revenue ||48.70 ||44.66 |
|Profit/ (Loss) before Depreciation Interest & Tax ||14.01 ||3.02 |
|Less : Depreciation ||0.18 ||0.17 |
|Interest ||0.00 ||0.00 |
|Profit/ (Loss) before Tax ||13.83 ||2.86 |
|Less : Provision for Tax || || |
|Current Tax ||3.40 ||2.35 |
|Deferred Tax ||(0.03) ||(0.01) |
|Tax Expense for earlier years ||0.00 ||0.00 |
|Profit/ (Loss) After Tax ||10.40 ||0.52 |
|Add: Profit brought forward from previous year ||94.40 ||93.88 |
|Balance Carried to B/S ||104.80 ||94.40 |
Due to insufficient profit and paucity of funds of the Company your Directors do notrecommend any dividend for the financial year 2020-21.
Operations and State of Company's Affairs
During the year under review the total revenue of the Company was Rs. 48.70 Lacs ascompared to Rs. 44.66 Lacs in the previous year. The profit after tax was Rs. 10.40 lacsas against profit of Rs. 0.52 lacs in the previous year.
Transfer to General Reserve
The Company proposes not to transfer any funds to the General Reserve for the financialyear 2020-21. Future Outlook
The overall scenario is very bleak mainly due to lockdowns and restriction due toCOVID-19. Further because of expected cash crunch in the market the purchasing power isexpected to erode significantly. However the various incentives announced by theGovernment of India and the Atmanirbhar Bharat initiative are expected to boost positivesentiments and open some opportunities.
Change of Registered Office
The Company has shifted its registered office from 2B Pretoria Street Kolkata - 700071 to 12 Dr. U.N.Brahmachari Street Maruti Building 5th Floor Flat No. 5FKolkata- 700 017 w.e.f. 20.02.2021. Necessary compliances in this regard have beencompleted.
The World Health Organisation declared COVID-19 a global pandemic on 11.02.2020. Theimpact of this disease was felt in India also. Due to lockdown/restrictions announced byCentral/State Government the Company's office was also closed in most parts of the 1stquarter of the F.Y. 2020-21. In accordance with guidelines issued by statutoryauthorities offices opened in phased manner from end of May 2020. Intermittent lockdowntill July 2020 and also during last few days of end of F.Y. 2020-21 affected the marketat large. Since revenue in case of your Company comprises of other income the impact ofmarket fluctuations was not majorly felt in the Company.
Change in nature of Business if any
There has been no change in the nature of business of the Company during the year underreview. Transfer of Amounts to Investor Education and Protection Fund
Your Company has not declared any dividend in the preceding years hence the Companydoes not have any dividend lying unpaid or unclaimed for a period of seven years. As suchthere are no funds which are required to be transferred to Investor Education andProtection 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 this 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 the same are within thelimits as approved by the members of Company vide special resolution in its AnnualGeneral Meeting (hereinafter referred to as "AGM") held on 22.09.2017 andtherefore in compliance with the provisions of Section 186 of the Companies Act 2013.
Details of Loans Guarantees and Investments pursuant to the provisions of Section 186of the Companies Act 2013 are provided in 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.
Further there are no material related party transactions during the year underreview with the promoters directors or any Key Managerial Personnel which may have apotential conflict of interest with the Company at large. Further no omnibus approval wasgranted during the year under review.
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 as at 31.03.2021.
Details of Subsidiary/Joint-Venture/Associate Companies
You Company does not have any Subsidiary/ Associate Company and neither entered intoany Joint Venture as at 31.03.2021. Further none of the Company has become or ceased tobecome the Subsidiary Joint Venture or Associate of your Company during the financialyear 2020-21.
With the frequent changes/modifications/amendments/enactments/re-enactments in variouslaws/ regulations/guidelines/rules the Company has to face risk related to itscompliance. The provision related to penalties prosecutions etc. are inherent to allbusinesses and the Company is no exception. However the Company and its executive makesincere efforts to stay updated with applicable provisions of laws and various statutes.
With the uncertainty in markets due to COVID-19 pandemic and restrictions/lockdownsimposed Central/ State Government to combat the same as precautionary measure; the economyis expected to be affected. Your Company operating under such scenario may to some extentbe affected if its stakeholders are affected.
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 ane-mail or phone or letter to the chairman of Audit Committee. During the year no employeewas denied access to the Audit Committee of the Company. The vigil mechanism/ whistleblower policy has also been posted on the website of Company at http://kkalpanaplastick.com/policy-as-per-companies-act-2013/
Particulars of Employees
None of the employees employed during the year was in receipt of remuneration inaggregate of Rupees One Crore and Two Lakhs or more per annum for the financial year2020-21 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 are required to be provided as requiredpursuant to section 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) ofthe 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. The Internal Auditor andthe Audit Committee reviews the Internal Financial Control system periodically. During theyear under review no material or serious observations has been received from InternalAuditors of the Company for inefficiency or inadequacy of such controls.
The paid up Equity Share Capital as on 31st March 2021 was Rs.552.85 lacs.During the year under review there has not been any change in the Equity Share Capital ofthe Company. It has neither issued shares with differential voting rights nor issued sweatequity or granted stock options. As on 31st March 2021 none of the Directorshold any shares in the company.
Key Managerial Personnel & Directors
Appointments and 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.
During the year under review Ms. Rashi Nagori (DIN: 09057989) is appointed as anAdditional Director by the Board of Directors of the Company on recommendation of theNomination and Remuneration Committee of the Board at its meeting held on 10thFebruary 2021 under the category of Independent Director with effect from 10stFebruary 2021 to hold office till the conclusion of the ensuing Annual General Meetingof the Company. Pursuant to the provisions of Section 161 of the Companies Act 2013 Ms.Rashi Nagori (DIN: 09057989) vacate office at the ensuing Annual General Meeting. Howeverthe Company has received requisite notice from a member under section 160 of the CompaniesAct 2013 proposing name of Ms. Rashi Nagori (DIN: 09057989) for the office of director.Further Ms. Rashi Nagori having submitted her declaration of Independence in accordancewith section 149(7) of The Companies Act 2013 and her consent to act as an IndependentDirector of the Company for a term of 5 years w.e.f 10.02.2021 subject to approval ofmembers of the Company at the ensuing Annual General Meeting. Members are requested torefer to Item No. 3 of the Notice convening the 32nd Annual General Meeting(AGM) and the related Explanatory Statement pursuant to Section 102 of the Companies Act2013 for details. The Board recommends the passing of such resolution as an OrdinaryResolution. The format of the letter of appointment is available onhttp://kkalpanaplastick.com/draft-appointment-letter/
The Board of Directors of the Company on recommendation of the Nomination andRemuneration Committee of the Board had its meeting held on 10th February 2021passed a resolution on for reappointment of Mr Deo Kishan Kalwani as Whole Time Directorof the Company with effect from 1st October 2021 subject to the approval ofShareholders at the ensuing Annual General Meeting. Accordingly the Board recommends theresolution in relation to appointment of Mr. Deo Kishan Kalwani as a Whole Time Directorfor a term of one year w.e.f. 01/10/2021 for the approval by the shareholders of theCompany as Special Resolution. Members are requested to refer to Item No. 4 of the Noticeof the 32nd Annual General Meeting (AGM) and the related Explanatory Statementpursuant to Section 102 of the Companies Act 2013 for details.
The necessary disclosures about Directors pursuant to Regulation 36 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and clause 1.2.5 of SecretarialStandards are annexed to the notice of 32nd AGM forms part of the AnnualReport.
None of the Independent Directors is due for re-appointment.
Your Company has also received necessary declaration from all the directors asenumerated in section 164(2) and 184(1) of the Companies Act 2013.
None of the Directors are disqualified or debarred by SEBI or any other authority fromcontinuing office as director.
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 the SEBI (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.
The Independent Directors of the Company have undertaken requisite steps towards theinclusions of their names in the data bank of ID's maintained with Indian Institute ofCorporate Affairs in terms of section 150 of the Act read with Rule 6 of Companies(Appointment & Qualifications of Directors) Rules 2014 as amended from time to time.
Board Membership Criteria and list of Core Skills/Expertise identified in the contextof the business
The Board is responsible for shaping the future of the organisation within itsfiduciary characteristics. Therefore identifying the key competencies of the Boardmembers is very much essential to ensure that the qualified persons undertake thiscardinal role. Globally identifying the key competencies of Board members is consideredas the step towards a successful Board. Broadly the parameters for identifying keycompetencies or skill- set can be categorised as follows:
Industry knowledge/ experience
Having experience and knowledge of the industry in which the organisation operates isone of the key competencies of a Board member. This is required for achieving theobjectives of the organisation while operating effectively responsibly legally andsustainability. The Board members are required to demonstrate an understanding of-
the relevant laws rules regulation policies applicable to the organisation/industry/ sector and level/ status of compliances thereof by the organisation
the best corporate governance practices relevant governance codes governancestructure processes and practices followed by the organisation
business ethics ethical policies codes and practices of the organisation
the structures and systems which enable the organisation to effectivelyidentify asses and manage risks and crisis
international practice Technical skills/ experience
To assist with the ongoing aspects of Board's role the members are required to possesstechnical/ professional skills and specialist knowledge. The directors need to be able toobtain analyse interpret and use information effectively to develop plans and takeappropriate decisions. In order to assess possession of such skills the person will berequired to have knowledge about-
how to interpret financial statements and accounts in order to assess thefinancial health of an organisation
the sources of finance available to an organisation and their related merits andrisks
how to assess the financial value of an organisation and potential businessopportunities
importance of information technology in the organisation
marketing or other specific skills required for the effective performance of theorganisation Behavioural competencies/ personal attributes
Displaying high standards of conduct ability to take responsibility for their ownperformance etc. are some of the behavioural competencies which the directors are requiredto possess. Interpersonal skills such as good communication skills relationship buildingcapacity etc. will come under this category. In brief the following will be sub- setsunder this head-
Integrity and ethical standards
Managing people and achieving change
Curiosity and courage
Active contribution Strategic expertise
To create and implement effective strategies a thorough knowledge of the strategicprocess is required. The ability to think strategically enables directors to proposeideas options and plans that take advantage of available opportunities while reflecting abroad and future-oriented perspective. Having an understanding of the need for a clearvision and purpose to guide the strategy models and methods of strategic analysis optionanalysis the factors involved in successful strategy implementation by the directors isrequired for giving a strategic direction to the organisation. The sub- sets under thishead may be as below:
Vision and value creation
Strategy implementation and change
Mind- set or attitude
An ethical mind- set demonstrates a high standards of conduct. Further professionalattitude and independent mind- set enables director to provide the challenge and rigourrequired to help the Board achieve a comprehensive understanding of information andoptions as well as high standards of decisionmaking. The head may be segregated into thefollowing:
Aware of self and others
The following are the details of respective core skills of Board Members:-
|Name of Director ||Core Skill |
|Mr. Samir Kumar Dutta (DIN: 07824452) || Industry Knowledge/ Experience |
| || Strategic Expertise |
|Mr. Deo Kishan Kalwani (DIN: 03363450) || Industry Knowledge/ Experience |
| || Technical skills/ Experience |
|Mrs. Ananya Dey (DIN: 01297763) || Mind-set or attitude |
| || Behavioural competencies/ personal attributes |
|Ms. Rashi Nagori (DIN: 09057989) || Strategic Expertise |
| || Mind-set or attitude |
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. 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 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 at 31st March 2021 the Board had 4 members 1 of which wasexecutive and 3 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 at http://kkalpanaplastick.com/policy-as-per-companies-act-2013/
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.
The Company has devised a policy for performance evaluation which includes criteriafor performance evaluation. It reviews the performance evaluation criteria annually inaccordance with Regulation 4(2)(f) (ii)(9) of SEBI (listing Obligations and DisclosureRequirements) Regulations 2015 as amended from time to time. The Nomination andRemuneration Committee accordingly carries out an annual evaluation of Board'sperformance and the performance of its committees as well as individual directors (bothexecutive and non-executive/independent directors) in accordance with section 178(2) ofthe Companies Act 2013. This involves receiving inputs from all committee members. TheBoard thereafter reviews and takes on
record the performance evaluation done by the Nomination and Remuneration Committee.The Board evaluates the performance of Independent Directors in accordance with ScheduleIV to the Companies Act 2013.
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 meeting of the Independent Directors was held to review the performance ofNon-Independent Directors the performance of the Board of Directors and the performanceof the Chairman. The Directors evaluation was broadly based on parameters such as meetingthe expectation of stakeholders guidance and review of corporate strategy risksparticipation and attendance at Board / Committee meetings interpersonal skills. Theperformance evaluation of the Chairman of the Company was undertaken by the IndependentDirectors taking into account the views of Executive Directors and Non -ExecutiveDirectors. The Independent Directors also assessed the quality quantity and timeliness offlow of information between the Company's management and the Board. The directorsexpressed overall satisfaction on the evaluation process. Based on the feedback of theBoard Evaluation Process appropriate measures were taken to further improve the processand other aspects.
Observations 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 and that such systems were adequate and operating effectively.
The Board met four times during the financial year. The dates of the Board Meetingswere 26.06.2020 10.09.2020 11.11.2020 and 10.02.2021. The intervening gap between twoconsecutive Meetings was within the period prescribed under the Companies Act 2013 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The detailsof Board Meetings along with Director's attendance are given below:
|Name of Director ||Category || |
Attendance of Directors
| || ||26.06.2020 ||10.09.2020 ||11.11.2020 ||10.02.2021 |
|Deo Kishan Kalwani ||Whole-Time Director ||Yes ||Yes ||Yes ||Yes |
|Ananya Dey ||Non-Executive Independent Director ||Yes ||Yes ||Yes ||Yes |
|Samir Kumar Dutta ||Non-Executive Independent Director ||Yes ||Yes ||Yes ||Yes |
|Rashi Nagori ||Non-Executive Independent Director ||N.A. ||N.A. ||N.A. ||Yes |
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 in theCommittee Meetings held during the financial year 2020-21 is given below:
|Name of Director ||Category || |
Attendance of Directors
| || ||26.06.2020 ||10.09.2020 ||11.11.2020 ||10.02.2021 |
|Samir Kumar Dutta ||Non-Executive Independent Director; Chairman of the Committee ||Yes ||Yes ||Yes ||Yes |
|Ananya Dey ||Non-Executive Independent Director; Member of the Committee ||Yes ||Yes ||Yes ||Yes |
|Deo Kishan Kalwani ||Whole-Time Director; Member of the Committee ||Yes ||Yes ||Yes ||Yes |
|Rashi Nagori ||Non-Executive Independent Director; Member of the Committee ||N.A. ||N.A. ||N.A. ||Yes |
2. Nomination and Remuneration Committee: The Composition of the Committee andDirector's attendance in the Committee Meetings held during the financial year 2020-21 isgiven below:
|Name of Director ||Category ||Attendance of Directors |
| || ||10.02.2021 |
|Samir Kumar Dutta ||Non-Executive Independent Director; Chairman of the Committee ||Yes |
|Ananya Dey ||Non-Executive Independent Director Member of the Committee ||Yes |
|Rashi Nagori ||Non-Executive Independent Director; Member of the Committee ||Yes |
3. Stakeholders Relationship Committee: The Composition of the Committee and Director'sattendance in the Committee Meetings held during the financial year 2020-21 is givenbelow:
|Name of Director ||Category || |
Attendance of Directors
| || ||26.06.2020 ||10.09.2020 ||11.11.2020 ||10.02.2021 |
|Samir Kumar Dutta ||Non-Executive Independent Director Chairman of the Committee ||Yes ||Yes ||Yes ||Yes |
|Deo Kishan Kalwani ||Whole-Time Director; Member of the Committee ||Yes ||Yes ||Yes ||Yes |
|Ananya Dey ||Non-Executive Independent Director Member of the Committee ||Yes ||Yes ||Yes ||Yes |
Separate Independent Directors' Meeting
During the year under review the Independent Directors met on 10thFebruary 2021 inter alia to:
Evaluate performance of Non-Independent Directors and the Board of Directors asa whole;
Evaluate performance of the Chairman of the Company taking into account theviews of the Executive and Non-Executive Directors;
Evaluation of the quality content and timeliness of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform 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 22ndSeptember 2017 for a period of five (5) consecutive years subject to ratification bymembers of the Company at every subsequent Annual General Meeting. However as per theamendment 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. Pursuantto sections 139 & 141 of the Companies Act 2013 read with Rule 5 of the Companies(Audit & Auditors) Rules 2014 the Statutory Auditors have furnished a certificate oftheir eligibility and consent to continue as Statutory Auditors of your Company for theF.Y. 2021-22.
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 2021 does not contain any qualification adverse remarkor observation.
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.
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 Directorshad 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 2020-21.
The report of the Secretarial Auditors for the Financial Year 2020-21 in Form MR-3 isannexed herewith as "Annexure 2" to this report. The report is self-explanatoryand does not call for any further comments.
Internal Audit is conducted periodically and the internal auditor monitors andevaluates the efficiency and adequacy of internal control system including internalfinancial control in the Company.
The Board of Directors of the Company on the recommendations made by the AuditCommittee has appointed P R Shukla & Associates (Membership No. 300268 & FRN No.327763E) Chartered Accountants as Internal Auditors of the Company for the FY 2020-21 inaccordance with Section 138 of the Act read with the Companies (Accounts) Rules 2014.
During the year under review no frauds were reported by the Auditors pursuant toSection 143(12) of the Companies Act 2013.
Annual Secretarial Compliance Audit
The requirement of Annual Secretarial Compliance Audit under Regulation 24A of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 read with SEBICircular No.: CIR/CFD/CMD1/27/2019 dated 08.02.2019 was not applicable to the Companyduring the year under review.
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 2014the Annual Return of the Company for the year ended March 31 2021 is available on theCompany's website at: http://kkalpanaplastick.com/ agm/ and may be accessed thereat.
Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013
The Company has always created a safe and harassment free workplace for everyindividual working in premises including sexual harassment. The Company has less than 10employees in each of the establishment of the Company and Section 6 of The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013mentions "every district officer shall constitute in the district concerned acommittee to be known as the Local Committee to receive complaints of sexual harassmentfrom establishments where the Internal Committee has not been constituted due to havingless than 10 workers or if the complaint is against the employer himself." Thereforedrawing inference from this the Company did not form an Internal Complaints Committeeunder Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. There has been only 1 woman employee in the Company. The Company has never receivedany complain of any harassment or abuse of any manner by any employee or any stakeholder.
Corporate Social Responsibility (CSR)
The provision of section 135(1) of Companies Act 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 advance receipt ofwritten request from the shareholder. For members who have not registered their e-mailaddresses physical 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.
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 at http://kkalpanaplastick.com/policy-as-per-companies-act-2013/.The policies are reviewed periodically by the Board and updated based on need and newcompliance 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 3".
Your Company is committed to maintaining the highest standards of Corporate Governance.Your Company has complied with the applicable Corporate Governance requirements of theListing Regulations.
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 Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are as under:
(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
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.
| || |
For and on Behalf of the Board
|Date: 25th May 2021 Place: Kolkata ||Deo Kishan Kalwani (DIN: 03363450) Whole Time Director ||Samir Kumar Dutta (DIN: 07824452) Director |