DIRECTORS' REPORT Dear Shareowners, Kkalpana Plastick Limited, Your Directors are pleased to present the 26th Annual Report together with the audited accounts for the year ended 31st March 2015. DIVIDEND In view of loss, your Directors do not recommend any dividend for the year 2014-15. OPERATIONS AND STATE OF COMPANY'S AFFAIRS During the year under review, the turnover (comprises mainly other income) of the Company was Rs. 0.47 Crores as compared to Rs. 0.40 Crores in the previous year. The Company has incurred Loss of Rs. 1.90 lacs as against profit of Rs. 6.08 lacs in the previous year. CHANGE OF REGISTERED OFFICE In order to manage the entire operations more economical and more efficient, the Company has shifted its registered office from Village: Bhasa, No. 14, P.O. & PS: Bishnupur, Diamond Harbour Road, South 24 Paraganas, WB - 743503 to 114/5 Hazra Road, 01st Floor, Kolkata - 700 026 with effect from 23rd August, 2014. Due Compliances in this regard has been completed. CHANGE OF NAME OF THE COMPANY During the year under review the Company has changed its name from KALPENA PLASTIKS LIMITED to KKALPANA PLASTICK LIMITED vide fresh certificate of incorporation dated 9th March, 2015 issued by Registrar of Companies, West Bengal. FIXED DEPOSITS Your Company has not accepted any fixed deposit during the year under review in terms of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 and hence no amount of principal or interest was outstanding as at the Balance Sheet date. SUBSIDIARY COMPANIES The Company does not have any subsidiary. SHARE CAPITAL The paid up Equity Share Capital as on 31st March,2015 was Rs.552.85 lacs. There has not been any change in the Equity Share Capital of the Company during the year under review. During the year under review, the Company has neither issued shares with differential voting rights nor issued sweat equity or granted stock options. DIRECTORS & KEY MANAGERIAL PERSONNEL In accordance with the provisions of the Companies Act, 2013, Mr. Deo Kishan Kalwani (DIN 03363450), Whole Time Director of the Company retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment. During the year under review, the members approved appointment of Mr. Jitendra Tiwari (DIN 00228352) and Mrs. Ananya Dey (DIN 01297763), as Independent Director for a period of 5(five) consecutive years w.e.f 1st April, 2014 upto 31st March,2019. As per the provisions of Section 149(1) of the Companies Act,2013 and revised clause 49 of the listing agreement, the Company is required to have at least one Women Director on its Board. Accordingly, Mrs. Ananya Dey (DIN 01297763) was appointed as Director of the Company. Mr. Jitendra Tiwari (DIN 00228352) and Mrs. Ananya Dey (DIN 01297763), being non-executive independent directors have submitted a declaration to the Board that they meet the criteria of independence as provided under section 149(6) of the Act. Your Company has also received declaration from all the directors, as enumerated in section 164(2) and 184(1) of the Companies Act, 2013. The brief resume and other information of the eligible directors in terms of the provisions of clause 49 of the Listing Agreement with Stock Exchanges have been detailed elsewhere in the notice. Your Directors recommends his reappointment as Director of your Company. RESIGNATIONS, CESSATIONS AND CHANGES IN KEY MANAGERIAL PERSONNEL Mr. Kali Charan Sharma, who was donning the role of CFO, has now ceased to be the CFO of the company with effect from 26th December, 2014. The Board of Directors of your Company, place on record their deep appreciation to Mr. Kali Charan Sharma, and wish him the very best in his future endeavours. However, in order to comply with the provisions of Section 203 and other applicable provisions, if any of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Miss Neha Jain was appointed as the CFO of the Company with effect from 01st January, 2015. DIRECTORS' RESPONSIBILITY STATEMENT In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that: i)In the preparation of the annual accounts, the applicable accounting standards have been followed. There are no material departures from these applicable accounting standards. ii)The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review. iii)The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv)The directors have prepared the annual accounts on a going concern basis. v)The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi)The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. AUDITORS AND AUDITORS' REPORT The Statutory Auditors of the Company, M/s Maloo & Co., Chartered Accountants, Kolkata (Firm Registration No.310062E), retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommends the re-appointment of M/s Maloo & Co., Chartered accountants, as the Auditors of the Company up to the conclusion of next Annual General Meeting. COST AUDIT Since an overall turnover of the immediately preceding financial year of the company does not exceed Rs. 100 Crore, cost audit is not applicable to your company. SECRETARIAL AUDITOR 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 Directors has appointed M/s. B.K. Barik & Associates (Membership No. FCS 5696 & COP No. 3897), Practicing Company Secretary for conducting secretarial audit of the company for the financial year 2014-15. The Secretarial Audit and Report is annexed as Annexure 1. The report is self-explanatory and do not call for any further comments. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure 2. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 The Company is committed to provide a safe and conducive work environment to its employees and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2014-15, no complaint has been received by the Company. CORPORATE SOCIAL RESPONSIBILITY (CSR) Your Company does not fall into the classes of companies as specified in Section 135 of the Companies Act, 2013. RISK MANAGEMENT In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. PARTICULARS OF EMPLOYEES None of the employees employed throughout the year or part of the year who was in receipt of salary in excess of the limit set out in the Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014, therefore, no details have been provided or required under section 197(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. BOARD MEETINGS During the year, Eight number of Board meetings were held. The dates of the Board Meetings were 29.05.2014, 13.08.2014, 01.09.2014, 30.09.2014, 13.11.2014, 01.01.2015, 12.01.2015 and 13.02.2015. BOARD EVALUATION Pursuant to the provisions of the Companies Act,2013 and clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its statutory committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The Performance evaluation of the whole time director was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process. INDUSTRIAL RELATIONS The Company continued to attract and retain qualified and diligent employees. Various senior and junior employees were recruited to add to the existing strength. During the year, your company maintained harmonious and cordial Industrial Relations. RELATED PARTY TRANSACTIONS All transactions entered with related parties for the year under review were on arm's length basis and in the ordinary course of business and as such provisions of section 188 of the Companies Act. 2013 are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. CHANGE IN NATURE OF BUSINESS, IF ANY There has been no change in the nature of business of the Company. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY No material change and commitment affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of the report. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS The Company has not given loans, guarantees or made investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013. Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the financial statement (please refer to Note 3B,3D and 4D to the financial statement). INTERNAL FINANCIAL CONTROLS The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. Listing on Stock Exchanges: The Share of the Company is listed in the following Exchanges. The Company has paid the annual listing fees for the financial year 2015-16 to BSE and has paid the custodial fees to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the financial year 2014-15 and Bills for the year 2015-16 are yet to be received. CORPORATE GOVERNANCE As per SEBI circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September,2014 , compliance with the provisions of Clause 49 shall not be mandatory for your Company. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo. Particulars required to be furnished under Section 134(3) (m) of The Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014. i.Part A and Part B of the Rules, pertaining to conservation of Energy and technology absorption, are not applicable to the Company ii.Foreign Exchange earnings and outgo Earning Nil Outgo Nil ACKNOWLEDGEMENT Your Directors wish to convey their sincere appreciation to all of the Company's employees and workers at all level for their enormous personal efforts as well as their collective contribution to the Company's performance. Your Directors also wish to thank to all the shareholders, customers, dealers, suppliers, bankers, financial institutions, Govt. authorities and all the other business associates for the continued support given by them to the Company and their confidence in its management. Registered Office: 114/5, Hazra Road, 01st Floor, Kolkata - 700 026 By Order of the Board of Directors J.Tiwari (DIN: 00228352) |