Your Directors have pleasure in submitting the Thirty First Annual Report along withAudited Financial Statement for the Financial Year ended on 31.03.2019.
Your Company's performance during the Financial Year 2018-19 is summarized below:
| || ||(Rs. in Lakhs) |
|Particulars ||Year ||Year |
| ||2018-19 ||2017-18 |
|Sales (Net of Excise Duty) ||79610.14 ||67984.06 |
|% Increase over previous year ||17.10 ||14.07 |
|Other Income ||2103.13 ||2081.14 |
|Net Sales including Other Income ||81713.27 ||70065.20 |
|EBIDTA ||10572.90 ||8769.67 |
|EBIDTA % of Net Sales ||13.28 ||12.90 |
|From which have been deducted: || || |
|Interest / Finance Charges ||2832.44 ||2545.39 |
|Leaving a cash profit of ||7740.46 ||6224.28 |
|Depreciation ||3572.26 ||3512.98 |
|Profit Before Tax ||4168.20 ||2711.30 |
|Provision for Tax ||1145.00 ||580.28 |
|Provision for Deferred Taxation ||127.89 ||109.32 |
|Profit After Tax ||2895.31 ||2021.69 |
|Other Comprehensive Income ||5.70 ||-22.12 |
|Leaving a balance of ||2901.00 ||1999.59 |
As per the dividend policy adopted by your company Directors recommend a dividend ofRs. 5.25 per Equity Share as against Rs. 3.70 recommended in the previous year. The payouton account of dividend and tax thereon amounts to Rs. 575.93 Lakhs. This corresponds to19.89 % of the profit for the year 2018-19. This amount shall be accounted in the year2019-20 subject to approval by members in the ensuing Annual General Meeting of theCompany.
During the year 2018-19 the sales of your Company has increased to Rs. 796.10 croresfrom Rs. 679.84 crores for the previous year ended 2017-18 representing a healthy growthof 17.10 % as against growth of 14.07 % during the previous year 2017-18. The EBIDTA as apercentage of sales has marginally improved to 13.28 % during the year as compared to12.90% for the previous year.
Your Company's Flexible packaging unit set up in the year 2016-17 is now runningsmoothly. All the units of the Company situated at Silvassa Haridwar Guwahati and Goaare performing well and their operations are stable.
Your Company has completed a green field project at Goa during the Financial Year2018-19 and the unit is now functional. Commercial production has started in the month ofMarch 2019 in the said unit. Subsequent to setting up the new factory at Plot No. B-51 atKundaim Industrial Estate your Company has surrendered the premises of its old rentedfacility located at sheds No 12 and 3 Plot no 124-127A taken on Lease at the sameIndustrial Estate Goa to its owners.
Your Company continues to add to its capacity at various units to maintain its growth.Accordingly it is adding a printing line at Haridwar this year by importing a sheetfedoffset press from Koenig & Bauer Germany as well as other finishing machines. It willalso add several balancing machines at its other units.
As a result of various expansion plans undertaken by the company over the past fewyears your company presently has 16 highly configured printing lines installed across itsvarious units. Moreover your company is adding capacity at its Haridwar unit in thecurrent year. Your Directors are confident of achieving higher rates of growth in thefuture and an improvement in profitability as a consequence. Your company is now wellpositioned in the market place on account of a larger and more varied manufacturing base.
The term of Independent Directors namely Mr. Atul Sud Mr. Sudhir Merchant and Mr.Rabindra Jhunjhunwala in accordance with the provisions of section 149 of the CompaniesAct 2013 expired on 31.03.2019. They have been re-appointed for the second term of fiveyears with effect from 01.04.2019 by passing special resolution through Postal Ballot on27.03.2019.
Mrs. Sonal Agrawal whose first term as Independent Director also expired on 31.03.2019has not sought re-appointment due to personal reasons. The Board places on record itssincere appreciation and gratitude for the valuable services rendered by her as anIndependent Director of your company. The Directors are making efforts to identify andinduct a suitable member on its Board as an Independent Woman Director
Mr. Sunil Talati was appointed as Independent Director of your Company pursuant to theprovisions of Section 149 of the Companies Act 2013 for the period upto 21.01.2020. Basedon his performance evaluation the Nomination & Remuneration Committee recommended hisreappointment as Independent Director. The Board of Directors of your Company in itsMeeting held on 30.05.2019 therefore recommended the reappointment of Mr. Sunil Talati asIndependent Director for a second term for the period upto 21.01.2025 as provided in theresolution. A brief profile of Mr. Sunil Talati has been given in the annexure to theNotice convening the Annual General Meeting.
In accordance with the provisions of Section 152 of the Act and your Company's Articlesof Association Mr. Rishav Kanoria and Mr. S G Nanavati retire by rotation at the ensuingAnnual General Meeting of your Company and being eligible offer themselves forre-appointment. The Board recommends their re-appointment for the consideration of theMembers of the Company. A brief profile of Mr. Rishav Kanoria and Mr. S G Nanavati havebeen given in the annexure to the Notice convening the Annual General Meeting.
A Declaration of Independence under section 149(6)/(7) of the Companies Act 2013 fromits Independent Directors Mr. Sudhir Merchant Mr. Atul Sud Mr. Rabindra Jhunjhunwala andMr. Sunil Talati respectively has been received by your Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(3)(c) of the Companies Act 2013 withrespect to the Directors Responsibilities Statement it is hereby confirmed;
(a) In the preparation of the annual financial statement the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any:
(b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that year;
(c) The directors have 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 have prepared the annual accounts on a going concern basis;
(e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and
(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
KEY MANAGERIAL PERSONNEL
The following persons are the whole time Key Managerial Personnel in terms of Section203 of the Companies Act 2013:
|Sr. No. ||Name of the Person ||Designation |
|1. ||Mr. K. K. Kanoria ||Executive Chairman |
|2. ||Mr. Saket Kanoria ||Managing Director |
|3. ||Mr. Akshay Kanoria ||Executive Director |
|4. ||Mr. S. G. Nanavati ||Executive Director |
|5. ||Mr. Vivek Poddar ||Chief Financial Officer |
|6. ||Mr. Harish Anchan ||Company Secretary |
NUMBER OF BOARD MEETINGS
During the year under review 4 (four) meetings of Board of Directors of the Companywere held on 25.05.2018 03.08.2018 02.11.2018 and 11.02.2019. The gap between twomeetings did not exceed 120 days.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
The company does not have any subsidiary associates and joint venture Companies
It has always been the Company's endeavor to operate in a fair and transparent mannerwith the highest standards of Corporate Governance. The Company complies with therequirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
A separate section on Corporate Governance is included in the Annual Report and theCertificate from the Statutory Auditors confirming the compliance of conditions onCorporate Governance as stipulated in SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is given as annexure to this effect.
Pursuant to the provisions of Section 177 (8) of the Companies Act 2013 thecomposition of the Audit Committee is disclosed as under:
|Sr. No. ||Name ||Position |
|1. ||Mr. Atul Sud ||Chairman Independent Director |
|2. ||Mr. Sudhir Merchant ||Member Independent Director |
|3. ||Mrs. Sonal Agrawal * ||Member Independent Director |
|4 ||Mr. Sunil Talati ||Member Independent Director |
The Board of Directors of the Company accepted all the recommendations of the AuditCommittee during the year. During the year 4 (four) Audit Committee Meetings were held on25.05.2018 03.08.2018 02.11.2018 and 11.02.2019. The gap between two meetings did notexceed 120 days.
NOMINATION AND REMUNERATION COMMITTEE:
Pursuant to the provisions of Section 178 of the Companies Act 2013 and Rule 6 of theCompanies (Meetings of Board & its Powers) Rules 2014 the composition of theNomination and Remuneration Committee is disclosed as under:
|Sr. No. ||Name ||Position |
|1 ||Mr. Sudhir Merchant ||Chairman Independent Director |
|2 ||Mrs. Sonal Agrawal * ||Member Independent Director |
|3 ||Mr. Atul Sud ||Member Independent Director |
|4 ||Mr. Sunil Talati ||Member Independent Director |
During the financial year 2 (two) meetings of the Nomination and Remuneration Committeewere held on 25.05.2018 and 11.02.2019.
* upto 31.03.2019.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee of the Company consists of the followingmembers :-
|Sr. No. ||Name ||Position |
|1 ||Mr.Sudhir Merchant ||Chairman Independent Director |
|2 ||Mr.Saket Kanoria ||Member Managing Director |
|3 ||Mr.Rishav Kanoria ||Member Non-Executive Director |
A policy on the (CSR) formulated by the CSR Committee is available at the website ofthe Company www.tcpl.in. The Company has spent adequately the amount required to be spenton CSR activities during the financial year. The required detail of expenditure incurredunder CSR Programs in the prescribed format is annexed to the Directors' Report. Themeeting of CSR Committee was held on 20.05.2018
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the Financial Year 2018-19 the Company has not given any Loans or providedGuarantees or made Investments as defined under section 186 of the Companies Act 2013
PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which might have potentialconflict with the interest of the Company at large. The particulars of Contract orarrangement in form AOC-2 as required under Section 134(3)(h) of the Companies Act 2013and Rule 8(2) of the Companies (Accounts) Rules 2014 is annexed to this Board Report
A Policy on dealing with Related Party Transactions is available on the website of theCompany www.tcpl.in
The disclosure requirements regarding Holding and Subsidiary Companies are not given asthere is no Holding / Subsidiary Company.
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a structured questionnaire was preparedafter taking into consideration the various aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties obligations and governance.
The performance evaluation of the Independent Directors were completed. The performanceevaluation of the Chairman and the Non- Independent Directors were carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process. The separate meeting of Independent Directors was held on 25.05.2018.The determined criteria for performance evaluation were as follows:
ii. Willingness to spend time and effort to know more about the company and itsbusiness.
iii. Contribution towards business development Management of Affairs of CompanyCorporate Governance.
iv. Contribution to developments of various Policies such as Remuneration PolicyBoard's Diversity Policy Related Party Transaction Policy & Vigil Mechanism Policy
v. Sharing of knowledge and experience for the benefit of the Company.
vi. Following up matters whenever they have expressed their opinion
vii. Updated with the latest developments in areas such as corporate governanceframework and financial reporting and in the industry and market conditions
viii. Achievement of business plans labour relation litigation attrition level ofemployees compensation policy vigil mechanism establishment and implementation ofinternal control system etc.
The familiarizing programme for the independent directors of the company regardingtheir roles rights responsibilities in the Company nature of the industry in which thecompany operates business model of the company etc. was duly conducted. The details offamiliarization programme is disclosed on the website of the Company www.tcpl.in.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes affecting the financial position of the company whichhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of the report.
POLICY FOR SELECTION APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FORTHEIR PERFORMANCE EVALUATION
The Company has adopted a "Nomination & Remuneration Policy" whichinter-alia includes Company's policy on Board Diversity selection appointment andremuneration of directors criteria for determining qualifications positive attributesindependence of a director and criteria for performance evaluation of the Directors. ThePolicy broadly lays down the guiding principles philosophy and basis for payment ofremuneration to Executive and Non-Executive Directors Key Managerial Personnel SeniorManagement and other employees. The Nomination & Remuneration Policy of the Companyhas been posted on the website of the Company www.tcpl.in.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism Policy for directors and employees to report concernsabout unethical behavior actual or suspected fraud or violation of the Company's code ofconduct or ethics Policy. This mechanism provides adequate safeguards againstvictimization of directors/employees to deal within stance of fraud and mismanagement ifany.
The Vigil Mechanism Policy inter alia provides a direct access to the complainant tothe Chairman of the Audit Committee of the Company.
The Vigil Mechanism Policy of the Company is also posted on the Company's websitewww.tcpl.in
The Company being a manufacturer of the packaging material is always exposed to thegeneral risks such as government regulations and policies statutory compliances andeconomy related risks as well as market related risks. The Company from time to timeidentifies such risks and has put in its place appropriate measures for mitigating suchrisks.
SEXUAL HARASSMENT POLICY
The Company has in place Sexual Harassment Policy in line with the requirements of TheSexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act2013. Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed ofduring the year 2018-19:
a) No of complaints received: Nil
b) No of complaints disposed of: N.A.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Act is annexed which forms an integral part of this Report and isalso available on the Company's website www.tcpl.in.
SIGNIFICANT REGULATORY OR COURT ORDERS
During the Financial Year 2018-19 there are no significant and material orders passedby the regulators or Courts or Tribunals which can adversely impact the going concernstatus of the Company and its operations in future.
RESPONSES TO QUALIFICATIONS RESERVATIONS ADVERSE REMARKS AND DISCLAIMERS MADE BY THESTATUTORY AUDITORS AND THE SECRETARIAL AUDITORS
There are no qualifications reservations adverse remarks and disclaimers of theStatutory Auditors in their report on Financial Statements for the Financial Year 2018-19.
There are no qualifications reservations adverse remarks and disclaimers of theSecretarial Auditors in the Secretarial Audit Report for the Financial Year 2018-19.
The Company has not accepted any deposits from the public within the meaning of Section73 and 76 of the Companies Act 2013 and Rules made thereunder.
As on 31.03.2019 the authorised share capital of the Company is Rs.10.00 crores dividedinto 10000000 equity shares of Rs. 10/- each and the paid up equity share capital isRs.9.10 crores comprising of 9100000 equity shares of Rs. 10 each fully paid up.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on 31.03.2019 has been prepared in accordance with the Indian Accounting Standards(Ind AS) notified under Section 133 of the Companies Act 2013 (hereinafter referred to as"The Act") read with the Companies (Accounts) Rules 2014 as amended from timeto time. The estimates and judgements relating to the Financial Statements are made on aprudent basis so as to reflect in a true and fair manner the form and substance oftransactions and reasonably present the Company's state of affairs profits and cash flowsfor the year ended 31.03.2019. The Notes to the Financial Statements forms an integralpart of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company asrequired under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as "Listing Regulations") is provided in aseparate section and forms an integral part of this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There are 1724 employees on the Company's payroll as on 31.03.2019.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said rules are provided in the AnnualReport which forms part of this Report.
Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are also provided in the Annual Report which forms partof this Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Act theAnnual Report excluding the aforesaid information is being sent to the members of theCompany. The said information is available for inspection at the registered office of theCompany during working hours and any member interested in obtaining such information maywrite to the Company Secretary and the same will be furnished on request.
M/s Makarand M Joshi & Co. Practicing Company Secretaries were appointed toconduct the Secretarial Audit of the Company for the financial year 2018-19 as requiredunder Section 204 of the Companies Act 2013 and rules made thereunder.
The Secretarial Audit Report for Financial year 2018-19 forms part of Annual Report asAnnexure to the Board's Report.
During the year 2018-19 the company has also complied with the Secretarial Standardsas amended and applicable to the Company.
CONSERVATION OF ENERGY TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
Your Company continues to make efforts for conservation of energy substantially andoptimizing the use of energy.
Foreign exchange earnings and outgo
|Foreign Exchange Earned ||Rs. 11986.81 Lakhs |
|Foreign Exchange Outgo ||Rs. 7916.32 Lakhs |
INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS
Your Company remains committed to improve the effectiveness of internal financialcontrols and processes which would help in efficient conduct of its business operationsensure security to its assets and timely preparation of reliable financial information.
The internal financial controls with reference to the Financial Statements are adequatein the opinion of the Board of Directors.
The Company has a proper system of internal controls to ensure that all assets aresafeguarded and protected against loss from unauthorized use or disposition and thattransactions are authorized recorded and reported correctly.
The internal control is supplemented by an extensive programme of internal externalaudits and periodic review by the Management.
This system is designed to adequately ensure that financial and other records arereliable for preparing financial information and other data and for maintainingaccountability of assets.
The Statutory Auditors and the Internal Auditors were inter alia invited to attendthe Audit Committee Meetings and present their observations on adequacy of internalfinancial controls and the steps required to bridge gaps if any. There are noobservations of Statutory and Internal Auditors.
M/s. Singhi & Co. Chartered Accountants have been appointed as Statutory Auditorsof the Company in the 29th Annual General Meeting held on 09.08.2017 of the Company fromthe conclusion of the said Annual General Meeting for a period of 5 years until theconclusion of the 34th Annual General Meeting of the Company.
COST RECORDS AND AUDIT
The provisions relating to maintaining of cost record and conduct Cost Audit are notapplicable to the Company.
Your Directors take this opportunity to place on record their warm appreciation for thevaluable contribution untiring efforts and spirit of dedication demonstrated by theemployees and officers at all levels in the sure and steady progress of the Company. YourDirectors wish to record their appreciation to all our bankers namely Bank of Baroda(formerly Dena Bank) Axis Bank ICICI Bank Citi Bank RBL Bank and DBS Bank for theircontinued support and timely assistance in providing working capital and long-term fundrequirements.
| ||For and on Behalf of the Board of Directors |
|Place: Mumbai || |
|Date:30.05.2019 ||Chairman |