Directors Report of Kaira Can Company Ltd.

Mar 31, 2025

The Directors present the Sixty Second Annual Report and the Audited Statement of Accounts of the Company for
the year ended 31^st March, 2025.

1. CORPORATE OVERVIEW

Kaira Can Company Limited is a company incorporated in India on March 1, 1962. The company started its
manufacturing activity as a Private Limited Company at Anand in the state of Gujarat, which later became a
Public limited company on August 24, 1964 and is listed on Bombay Stock Exchange (BSE). The Company
is engaged in the manufacture of Open Top Sanitary Cans, Lithographed and Plain Metal Containers and
Paint Containers. The company is also in the business of manufacturing of Ice Cream Cones since financial
year 2000-2001. The Registered Office of the Company is situated at Mahalaxmi, Mumbai in the state of
Maharashtra. The factories are located at Kanjari and Vitthal Udyog Nagar in the State of Gujarat.

2. FINANCIAL RESULTS

	31st March, 2025 (Rupees in Lakhs)	31st March, 2024 (Rupees in Lakhs)
Total Revenue from operations	23,214.99	22,383.58
Other Income	95.78	115.93
Total Revenue	23,310.77	22,499.51
Profit before depreciation and tax	812.39	828.18
Less : Depreciation	300.36	302.86
Profit before tax	512.03	525.32
Less : Provision for current tax	68.24	131.23
Provision for tax - earlier years	(2.11)	(182)
Provision for deferred tax	61.42	(15.69)
Net profit for the year amounts to	384.48	376.58
Balance brought forward from previous year (*5783.45 - 100 Trf. To Gen. Res - 110.66 Div. - 26.51 OCI)	5,546.28*	5,406.87
The Disposable profit for the year	5,930.76	5,783.45

3. REVIEW OF OPERATIONS

Your Company has achieved a total sales turnover of Rs.23,311 lakhs for the year ended 31^st March, 2025
as compared to Rs. 22,500 lakhs for the previous year an increase of 4%. The increase was primarily
attributable to continious demand in the metal container segment.

During the year under review, the Company has achieved a sales turnover of Rs.22,028 lakhs of metal cans
and its components as compared to Rs. 21,071 lakhs in the previous year, thereby registering an increase of
5%. The Company has executed export orders worth Rs. 526 lakhs of metal cans and its components during
the year under review as compared to Rs. 228 lakhs in the previous year. An increase 131% this sharp rise
was driven by strong international demand.

The Sugar Cone Division has achieved a sales turnover of Rs. 1,175 lakhs as compared to Rs. 1,309 lakhs
in the previous year - representing a decline of approximately 10%. This decrease was primarily attributed to
a reduction in overall market demand for ice cream, which had a direct impact on sugar cone sales during
the year. Despite the decline, the company remains focused on strengthening its sales volume, exploring
new markets, and introducing product innovations to regain growth momentum in the coming year.

4. DIVIDEND

Your Directors are pleased to recommend for your approval a dividend of Rs. 12/- per Equity Share of
Rs.10/- each on 9,22,133 Equity Share for the year ended March 31, 2025 (Previous Year: Dividend of

Rs.12/- per equity share of Rs.10/- each). The payout of Rs.1,10,65,596 /- dividend is payable shall be
subject to deduction of tax at source, as applicable. You are requested to approve the same.

5. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, the unclaimed dividend relating to the financial year
ended 31^st March, 2018 declared on 27^th July, 2018 is due for remittance on 31^st August, 2025 to Investor
Education and Protection Fund established by the Central Government.

6. SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2025 is Rs.92,21,330/- comprises 9,22,133 shares of
Rs.10/- each. During the year under review, the Company has not issued any Shares on Right basis and
bonus to the shareholders.

7. DOMESTIC MARKET AND EXPORTS

The Company is one of the leading and established Company in tin packaging industry in India. The
Company is doing aggressive marketing efforts and focusing on quality and uninterrupted supply throughout
the year to dairies and food processing industries. The company is also entered into paint sector as well.

Further, the Company has also its presence in export market in Middle East countries. The Directors are
confident about the company''s future growth in the international market. With rising global demand and
continued focus on exports, the company is well-placed to strengthen its presence and explore new
opportunities overseas.

Total Foreign Exchange Earned.	Rs. 525.84 Lakhs
Product exports
Total Foreign Exchange Used. Import of raw material, Stores & Spares, Capital Goods etc.	Rs. 2,278.03 Lakhs

8. FINANCIAL AND ACCOUNT STATEMENTS

Your Company prepares its financial statements in compliance with the requirements of the Companies Act,
2013 and as mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on
March 31, 2025 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified
under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The
estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in
a true and fair manner, the form and substance of transactions and reasonably present the Company''s state
of affairs, profits and cash flows for the year ended March 31,2025.

There is no audit qualification in the financial statements by the statutory auditors for the year under review.

9. RATING

The Company has been assigned a rating CRISIL BBB /Stable for Long term facilities and CRISIL A2 for
short term facilities.

10. SUBSIDIARIES

Your Company does not have any subsidiary company.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies
Act, 2013, wherever applicable, are given in the notes to financial statements.

12. DISCLOSURES UNDER THE COMPANIES ACT, 2013

i) Annual Return:

The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014 is available on the website of the Company
and can be accessed at www.kairacan.com.

ii) Number of Board Meetings:

The Board of Directors met four times during the year 2024-25. The details of the board meetings and
the attendance of the Directors are provided in the Corporate Governance Report appearing as a
separate section in this Annual report.

iii) Composition of Audit Committee

Kaira Can Company Limited has an Audit Committee that comprises of four Non-executives, Independent
Directors and two non-executives, non-independent Director. The Chairman of the Audit Committee is
an Independent Director. The Independent Directors are accomplished professionals from the corporate
fields. The Managing Director, Executive Director & Chief Financial Officer (CFO), GM (Finance and
Accounts) and AGM - Accounts of the Company attend the meetings on invitation. The Company
Secretary is the Secretary of the Committee.

During the year the Audit Committee has following members:

Shri. Keval N. Doshi - Chairman, Non-Executive and Independent Director

Shri. Laxman D. Vaidya - Member, Non-Executive and Independent Director

Smt. Varsha R. Jain - Member, Non-Executive and Independent Director

Shri. Jai S. Diwanji - Member, Non-Executive and Independent Director

Shri. Kirat M. Patel - Member, Non-Executive and Non Independent Director

Shri. Utsav R. Kapadia - Member, Non-Executive and Non Independent Director

During the year ended March 31,2025 the Committee met four times.

The other details of the Audit Committee are given in the Corporate Governance Report, appearing as
a separate section in this Annual Report.

iv) Related Party Transactions:

All related party transactions that were entered into during the financial year were on an arm''s length
basis and were in ordinary course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other
designated persons which may have potential conflict with the interest of the Company at large. All
related party transactions are mentioned in the notes to the accounts.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval.
Prior omnibus approval of the Audit committee is obtained on a quarterly basis for the transactions
which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus
approval so granted are audited and a statement giving details of all related party transactions is placed
before the Audit Committee and the Board of Directors for the approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s
website at www.kairacan.com.

Since all related party transactions entered into by the Company were in the ordinary course of
business and were on an arm''s length basis form AOC-2 is not applicable to the Company.

13. MANAGEMENT OF RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES.

Whistle Blower Policy/ Vigil mechanism

The Company has whistle blower policy to deal with instances of fraud and mismanagement, if any.

In compliance with the requirement of the Companies Act, 2013 and Listing Agreement guidelines, the
Company has established a Whistle Blower Policy/Vigil mechanism policy and the same is placed on the
website of the Company at www.kairacan.com.

The employees of the company are made aware of the said policy at the time of joining the Company.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report
to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

14. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed
and strengthened with new/revised standard operating procedures. The Company''s internal control system is
commensurate with its size, scale and complexities of its operations. The internal audit is entrusted to
Messrs. Kiran Patel & Co., Chartered Accountants. The main thrust of internal audit is to test and review
controls.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the
internal control systems and suggests improvements to strengthen the same. The Company has a strong
Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically
apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing
assurance to the Board of Directors. Significant audit observations and corrective actions taken by the
management are presented to the Audit Committee of the Board.

15. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all applicable environmental laws and labor laws. The Company has been
taking all the necessary measures to protect the environment and maximize worker protection and safety.
The Company''s policy require conduct of operation in such a manner so as to ensure safety of all concerned,
compliance of environmental regulations and preservation of natural resources.

Compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) 2013

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
2013 and the rules made thereunder, the Company has constituted Internal Complaints Committee. During
the year under review there were no complaints referred to the Committee.

Compliance with the Maternity Benefit Act, 1961

The Company affirms its full compliance with the provisions of the Maternity Benefit Act, 1961, including all
applicable amendments and rules framed thereunder. The Company ensures that all eligible women employees
are granted maternity leave and related benefits in accordance with the statutory requirements. Further, the
Company is committed to maintaining a safe, equitable, and supportive work environment for women.
Adequate measures are in place to safeguard the rights of women employees during and after the maternity
period, including protection from discrimination and provision of appropriate facilities as mandated by law.

The company holds ISO 9001:2015 certification for quality control and related aspects in the manufacturing
and supply of metal cans and components. Additionally, it is certified with ISO 22000:2018, an internationally
recognized standard for the production of food packaging and packaging materials. These certifications
cover the management systems in place, ensuring they align with international standards for the manufacturing
and supply of metal cans and components.

16. EMPLOYEES’ STOCK OPTION PLAN

Your Company has not provided any employee stock options.

17. DIRECTORS

The Board consists of Executive and Non-Executive Directors, including Independent Directors, who have
wide and varied experience in different discipline of corporate functioning.

In accordance with the provisions of the Companies Act, 2013 and the Company''s Articles of Association,
Shri. Jayen S. Mehta and Shri. Premal N. Kapadia retire by rotation and being eligible offer themselves for
the re-election.

The Board of Directors also proposed to re-appoint Smt. Varsha Jain for the further term of 5 years as an
Independent Director. At the ensuing 62nd Annual General Meeting, the requisite special resolution for the
said appointment is being placed before the members for their approval.

The Board of Directors appointed Shri. Rushabh Jayant Vora as an Additional Non- executive Independent
Director on 13^th June, 2025 on recommendation of Nomination and Remuneration Committee. Shri. Rushabh
Jayant Vora to be appointed as an Independent Director at the ensuing Annual General Meeting. Shri.
Rushabh Jayant Vora has more than 30 years of rich experience in Marketing, Risk & Insurance Management
and General Administration.

The Board have further re-appointed Shri. Ashok Bhaskar Kulkarni as the Managing Director and Shri. K.
Jagannathan as the Executive Director of the Company for a period of three years with effect from 1^st July,
2025. At the ensuing Annual General Meeting, the requisite Resolutions for the said appointments are being
placed before the members for their approval.

18. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements
as to qualify for their appointment as an Independent Director under the provisions of the section 149 of the
Companies Act, 2013 as well as Regulations 16 (b) of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015. The Independent Directors of your Company have certified their independence to the
Board, stating that they meet the criteria for independence as mentioned under Section 149 (6) of the
Companies Act, 2013. In terms of provisions of Section 150 of the Companies Act, 2013 read with Rule 6(4)
of the Companies (Appointment & Qualification of Directors) Amendment Rules, 2019 the Independent
Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (‘IICA'').

19. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior
Management, which is available on the company''s website. All Board Members and Senior Management
personnel have affirmed compliance with the code of conduct.

20. EVALUATION OF THE BOARD’S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the annual evaluation
has been carried out by the Board of its own performance and that of its committees and individual Directors
by way of individual and collective feedback from Directors. The Directors expressed their satisfaction with
the evaluation process.

21. KEY MANAGERIAL PERSONNEL

During the year under review, the following are the Key Managerial Personnel of the Company:

Sr. No.	Name of the Key Managerial Personnel	Designation
1	Shri. Ashok B. Kulkarni	Managing Director
2	Shri. K. Jagannathan	Executive Director & Chief Financial Officer
3	Shri. Hiten P. Vanjara	Company Secretary

22. PARTICULARS OF THE EMPLOYEES

Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
thereunder forms part of the Board''s Report. The said disclosures, information and details in respect of
employees of the Company required pursuant to said Section and the Rule will be provided upon request.
However, in terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the
Members and others entitled thereto, excluding the statement of particulars of employees and is available for
inspection by the Members upon request. If any Member is interested in obtaining a copy thereof, such
Member may write to the Company in this regard at [e-mail].

23. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of
Directors. This policy also lays down criteria for selection and appointment of Board Members. The details of
this policy is explained in the Corporate Governance Report.

24. STATUTORY AUDIT

M/s. G. D. Apte & Co., Chartered Accountants, Mumbai (Firm Registration No. 100515W) were re-appointed
as Statutory Auditors of the Company at the 61st AGM held on August 4, 2024 for second term of five
consecutive years, to hold office from the conclusion of 61st AGM till the conclusion of the 66th AGM of the
Company. The Companies (Amendment) Act, 2017 has waived the requirement for ratification of the
appointment by the members at every AGM. Hence, the approval of the members is not being sought for the
re-appointment of the Statutory Auditors and in line with resolution of their appointment passed at the 61st

AGM held on August 4, 2024. The Auditor''s Report for financial year 2024-25 does not contain any qualification,
reservation, disclaimer or adverse remark. There was no instance of fraud during the financial year under
review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section
143(12) of Act and Rules framed thereunder. The Auditor''s Report is enclosed with the financial statements
in this Annual Report.

25. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and SEBI Listing Regulations, as amended, the Board
of Directors has, on the recommendation of Audit Committee, re-appointed Mr. Prashant S. Mehta (Proprietor
- P. Mehta & Associates), Practising Company Secretary, to undertake the Secretarial Audit of the Company
for a period of five years with effect from financial year 2025-26.

The re-appointment of Secretarial Auditor is required to be placed before the Members in a general meeting
for their approval. Accordingly, Resolution seeking Members'' approval for re-appointment of Mr. Prashant S.
Mehta, Practising Company Secretary, to undertake the Secretarial Audit of the Company for a period of five
years with effect from financial year 2025-26 to financial year 2029-30, is sought under Item No. 9 of the
Notice convening the AGM.

The Secretarial Auditor''s Report for financial year 2024-25 does not contain any qualification, reservation,
disclaimer or adverse remark. The Report of the Secretarial Auditor for the financial year ended March 31,
2025 is annexed herewith as “Annexure I

26. COST AUDIT

In terms of the Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as
specified by the Central Government under Section 148(1) of the Companies Act, 2013.

The Board of Directors has, on the recommendation of Audit Committee, re-appointed M/s. P. D. Modh &
Associates as Cost Auditor for the financial year 2025-26 under Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit) Amendment Rules 2014, as amended from time to time.

The remuneration payable to the Cost Auditor is required to be placed before the Members in a general
meeting for their ratification. Accordingly, Resolution seeking Members'' ratification for the remuneration
payable for their re-appointment as Cost Auditor for the financial year 2025-26 is sought under Item No. 10
of the Notice convening the AGM.

27. BUSINESS RISK MANAGEMENT

Risk management is embedded in your Company''s operating framework. Your Company believes that
managing risks helps in maximizing returns. The Company''s approach to addressing business risks is
comprehensive and includes periodic review of such risks and a framework for mitigating controls and
reporting mechanism of such risks. The Company has a robust Business Risk Management framework to
identify, evaluate and access business risks and their impact thereupon. The key business risk elements
identified by the Company and bifurcated under different Heads are as under:

• Raw Materials: This head covers Cost of raw materials, non-availability of raw materials, etc. The
Company is mitigating these risks through regular planning of purchase of raw material and maintaining
re-order quantity and inventory management reporting.

• Financial risks: This head covers risk elements such as dwindling financial ratios, foreign exchange
fluctuations, drop in credit rating, investor relations, fraud, inadequate insurance, etc. The Company is
mitigating these risks through evaluating business operation efficiency, keeping accounts recoverable
at low and managing efficiently debt and financial leverage.

• Operations risks: This head includes risk elements such as non-availability of Labour, labor unrest,
non-availability of power, non-availability of water, breakdown, non-availability of competent personnel,
pollution control, legal compliance, safety, logistics / transport, machinery spares and equipment issues,
etc. The Company is mitigating these risks by Monitoring and evaluations at regular intervals by
establishing appropriate metrics and key performance indicators to monitor and timely assessment of
risk and performance.

• Market risks: This head includes risk elements such as price of finished products, demand Supply
mismatch, substitute products, bad debts, service / product complaints, brand image, etc. The Company
is mitigating these risks through increasing customer base, improving demand-supply chain management,
improving quality of product, creating strong brand image of the company, strong and customer friendly
relationship.

• Regulatory risks: The Company is exposed to risks attached to various statutes, laws and regulations.
The Company is mitigating these risks through regular review of legal compliances carried out through
internal as well as external compliance audits.

• Human resource risks: Retaining the existing talent pool and attracting new talent are major risks.
The Company has initiated various measures including educating, training and integration of learning
and skill development activities. The Company regularly conduct workshops and training sessions
which helps to identify, nurture and groom managerial talent within the company to prepare them for
future business leadership.

• Strategic risks: Business Developments, capital expenditure for capacity expansion etc., are normal
strategic risks faced by the Company. However, the Company is regularly taking various steps for
obtaining approvals for investments in businesses and capacity expansions.

• Cyber risks: The failure of Information Technology (IT) systems due to malicious attacks and / or non¬
compliance with data privacy laws can potentially lead to financial loss, business disruption and / or
damage to the Company''s reputation. The Company has in place a data protection system. It maintains
a cyber-security infrastructure. The Company uses standardised backup tools, services and procedures
to ensure that information and data are stored at two or more diverse locations.

28. INSURANCE

The Assets of the Company are adequately insured against the loss of fire, riots, earthquake, etc. and other
risks which considered necessary by the Management.

29. DEPOSITS

The Company has discontinued its Fixed Deposit Scheme since 11^th August, 2017 and thereafter Company
has stopped accepting fresh and renewing any fixed deposits from the members.

The company has also repaid all outstanding deposits to the fixed deposit holders as on 31^st March, 2019. As
a result, there is no outstanding Fixed Deposits as on date. Thereafter, the Company has not accepted any
fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.

30. INSIDER TRADING POLICY

As required under the amended new Insider Trading Policy Regulations of SEBI, your Directors have framed
new Insider Trading Regulations and code of Internal Procedures and Conduct for Regulating Monitoring and
Reporting of Trading by Insiders. For details please refer to the company''s website.

31. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by
them, your directors make the following statements in terms of Section 134(3) (c) of the Companies Act,
2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2025, the
applicable accounting standards have been followed along with proper explanation relating to material
departures, if any;

b. that such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have
been selected and applied consistently and judgment and estimates have been made that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,
2025 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and
were operating effectively; and

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.

No material changes or commitments have occurred between the end of the financial year and the date of
this Report which affect the financial statements of the Company in respect of the reporting year.

12. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the year under review, relations between the employees and the management remained satisfactory
at all the units of the Company. The Company takes pride in the commitment, competence and dedication
shown by its employees in all areas of business.

The Company is committed to nurturing, enhancing and retaining top talent through learning and organizational
development as a part of human resource development function.

None of the employee is drawing salary in excess of the limits prescribed by the Companies Act, 2013 and
rules made thereunder, which needs to be disclosed in the Directors'' Report.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or
tribunals impacting the going concern status and company''s operations.

14. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Your Company is committed to good Corporate Governance practices and following to the guidelines prescribed
by the SEBI and BSE Ltd from time to time and Pursuant to SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 the Company has implemented various provisions relating to Corporate
Governance, a separate section on Corporate Governance practices, followed by the Company and
Management discussion and analysis together with a certificate from the Company Secretary in practice
confirming compliances, is set out in the Annexure forming part of this Report.

15. CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to discharging its social responsibility as a good corporate citizen.

The Committee has identified the following Registered Trust for its CSR Program

The Committee has contributed by way of donation to registered trust, viz., Charutar Arogya Mandal, located
at Vallabh Vidya Nagar, Gujarat, which manages Shree Krishna Hospital, which cater to general public and
needy people in and around Karamsad, near Kanjari and Anand. The Trust is dedicated to serve the public
at reasonable rate for treatment of advance medical treatment of cancer and cardiac patients under its health
care and preventive health care program.

The Committee has also contributed by way of donation to Shree Kalikund Parshwanath General Hospital,
located at Dholka, District Ahmedabad for various charitable activities like public health system, purchasing
of medical equipment intended for use in the diagnosis, monitoring, treatment in hospital particularly related
to critical illness and other medical health care for treating poor and needy patient.

The Board provide a brief outline of the company‘s CSR policy including the statement of intent reflecting the
ethos of the company, broad areas of CSR interest and an over view of activities proposed to be undertaken.
The CSR policy has been hosted on the website of the Company.

The CSR Committee consists of the following members:

Name of the Member	Designation
Shri. Premal N. Kapadia, Non-Executive Non-Independent Director	Chairman of the committee
Shri. Keval N. Doshi, Non-Executive Independent Director	Member
Shri. K. Jagannathan, Executive Director and CFO	Member

The Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules,
2014 is included in the Directors'' Report and forms an integral part of this Report and is annexed as
Annexure II.

36. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS

A. Conservation of Energy

Energy conservation remains a top priority for the Company, as we aim to effectively control electricity
and fuel consumption across all our units. The company has taken following steps to streamline power
consumption and reduce overall energy usage.

i. Implemented LED smart fit lighting in Cone & Can division to save the energy;

ii. Installed day light sensor in plant, street and parking area for energy saving.

B. Technology Absorption

In line with our commitment to continuous improvement, the Company continues to upgrade systems
and equipment. These efforts are focused on enhancing product quality, minimizing manufacturing
wastages, improving productivity, and ensuring customer satisfaction. The company has installed following
equipments accordingly:

i. Sheet feed press in Can division;

ii. Additional one Printing and one Coating Machine;

iii. New firefighting system in Kanjari Unit;

iv. Sewage Treatment Plant (STP) in Kanjari Unit;

v. Modern unloading bay for quick unloading of Raw Material etc.

C. Technology Absorption, Adaptation, and Innovation

The Company has made continuous efforts in technology absorption by integrating advanced tools into
operations. Adaptation efforts focus on customizing technologies to local and operational needs.
Innovation is encouraged through ongoing R&D and process improvements. These initiatives collectively
support sustained growth and competitiveness.

37. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders.

Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating
performance and cost competitiveness, consolidating and building for growth, enhancing the productive
asset and resource base and nurturing overall corporate reputation. Your Company is also committed to
creating value for its corporate actions positively impact the socio-economic and environmental dimensions
and contribute to sustainable growth and development.

38. ACKNOWLEDGEMENT

Your Directors express their appreciation for the assistance and co-operation received from the Gujarat Co¬
operative Milk Marketing Federation Limited, customers, suppliers, Banks, Government Authorities and
Shareholders during the year under review.

Your Directors wish to place on record their deep sense of appreciation to all employees for their hard work,
dedication and support which has helped us to face all challenges and enable business continuity.

On behalf of the Board of Directors
UTSAV R. KAPADIA
DIN 00034154

ASHOK B. KULKARNI
DIN 01605886

Place: Mumbai
Date: 13^th June, 2025

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Mar 31, 2024

The Directors present the Sixty First Annual Report and the Audited Statement of Accounts of the Company for the year ended 31^st March, 2024.

1. CORPORATE OVERVIEW

Kaira Can Company Limited is a company incorporated in India on March 1, 1962. The company started its manufacturing activity as a Private Limited Company at Anand in the state of Gujarat, which later became a Public limited company on August 24, 1964 and is listed on Bombay Stock Exchange (BSE). The Company is engaged in the manufacture of Open Top Sanitary Cans, Lithographed and Plain Metal Containers and Paint Containers. The company is also in the business of manufacturing of Ice Cream Cones since financial year 2000-2001. The Registered Office of the Company is situated at Mahalaxmi, Mumbai in the state of Maharashtra. The factories are located at Kanjari and Vithal Udyog Nagar in the State of Gujarat.

2 FINANCIAL RESIN TS

	31st March, 2024	31st March, 2023
	(Rupees in Lakhs)	(Rupees in Lakhs)
Total Revenue from operations	22,383.58	25,387.12
Other Income	115.93	75.50
Total Revenue	22,499.51	25,462.62
Profit before depreciation and tax	828.18	1,600.07
Less : Depreciation	302.86	456.08
Profit before tax	525.32	1,143.98
Less : Provision for current tax	131.23	364.22
Provision for tax - earlier years	(182)	(5.28)
Provision for deferred tax	(15.69)	(18.95)
Net profit for the year amounts to	376.58	803.99
Balance brought forward from previous year (*5,608.60 - 100 Trf. To Gen. Res - 110.66 Div. 8.93 OCI)	5,406.87	4,804.61
The Disposable profit for the year	5,783.45	5,608.60

3. REVIEW OF OPERATIONS

Your Company has achieved a total sales turnover of Rs. 22,500 lakhs for the year ended 31^st March, 2024 as compared to Rs. 25,463 lakhs for the previous year - a decrease of 12%. The decline is attributed to factors namely the sales of OTS cans were badly affected due to poor mango season, the decline in demand by various customers due to unfavorable domestic as well as international market condition.

During the year under review, the Company has achieved a sales turnover of Rs. 21,071 lakhs of metal cans and its components as compared to Rs. 23,823 lakhs in the previous year, thereby registering a decrease of 12%. The Company has executed export orders worth Rs. 228 lakhs of metal cans and its components during the year under review as compared to Rs. 412 lakhs in the previous year. This decline in export sales is mainly due to unfavorable international market condition and reduction in our exports of metal components to Middle East Countries due to volatile economic conditions prevailing there.

The Sugar Cone Division has achieved a sales turnover of Rs. 1,309 lakhs as compared to Rs.1,553 lakhs in the previous year - decrease of 16%. This decline in sales turnover of sugar cone is due to decrease in overall ice-cream demand.

4. DIVIDEND

Your Directors are pleased to recommend for your approval dividend of Rs. 12/- per Equity Share of Rs.10/- each on 9,22,133 Equity Share for the year ended March 31,2024 (Previous Year: Dividend of Rs.12/- per equity share of Rs.10/- each). The payout of Rs.1,10,65,596 /- dividend is payable shall be subject to deduction of tax at source, as applicable. You are requested to approve the same.

5. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, the unclaimed dividend relating to the financial year ended 31^st March, 2017 declared on 11^th August, 2017 is due for remittance on 15^th September, 2024 to Investor Education and Protection Fund established by the Central Government.

6. SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2024 is Rs.92,21,330/- comprises 9,22,133 shares of Rs.10/-each. During the year under review, the Company has not issued any Shares on Right basis and bonus to the shareholders.

7. DOMESTIC MARKET AND EXPORTS

The Company is one of the leading and established Company in tin packaging industry in India. The Company is doing aggressive marketing efforts and focusing on quality and uninterrupted supply throughout the year to dairies and food processing industries. The company has entered into paint sector as well.

Further, the Company has also its presence in export market in Middle East countries. The Directors are positive of the future growth in international market.

Total Foreign Exchange Earned.	Rs. 227.67 lakhs
Product exports
Total Foreign Exchange Used.	Rs. 961.16 lakhs
Import of tinplate (main raw material), Stores & Spares, Capital Goods etc.

8. FINANCIAL AND ACCOUNT STATEMENTS

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and as mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31,2024 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2024.

There is no audit qualification in the financial statements by the statutory auditors for the year under review.

9. RATING

The Company has been assigned a rating CRISIL A-/ Stable for Long term facilities and CRISIL A2 Plus for short term facilities.

10. SUBSIDIARIES

Your Company does not have any subsidiary company.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are given in the notes to financial statements.

12. DISCLOSURES UNDER THE COMPANIES ACT, 2013

i) Annual Return:

The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed at www.kairacan.com.

ii) Number of Board Meetings:

The Board of Directors met four times during the year 2023-24. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report, appearing as a separate section in this Annual report.

iii) Composition of Audit Committee

Kaira Can Company Limited has an Audit Committee that comprises of four Non-executives, Independent Directors and two non-executives, non-independent Director. The Chairman of the Audit Committee is an Independent Director. The Independent Directors are accomplished professionals from the corporate fields. The Managing Director, Executive Director & Chief Financial Officer (CFO), GM (Finance and Accounts) and AGM - Accounts of the Company attend the meetings on invitation. The Company Secretary is the Secretary of the Committee.

During the year the Audit Committee has following members:

Shri. Keval N. Doshi - Chairman, Non-Executive and Independent Director

Shri. Laxman D. Vaidya - Member, Non-Executive and Independent Director

Smt. Varsha R. Jain - Member, Non-Executive and Independent Director

Shri. Jai S. Diwanji - Member, Non-Executive and Independent Director

Shri. Kirat M. Patel - Member, Non-Executive and Non Independent Director

Shri. Utsav R. Kapadia - Member, Non-Executive and Non Independent Director

During the year ended March 31,2024 the Committee met four times.

The other details of the Audit Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

iv) Related Party Transactions:

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. All related party transactions are mentioned in the notes to the accounts.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for the approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at www. kairacan.com.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm''s length basis form AOC-2 is not applicable to the Company.

13. MANAGEMENT OF RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES.

Whistle Blower Policy/ Vigil mechanism

The Company has whistle blower policy to deal with instances of fraud and mismanagement, if any.

In compliance with the requirement of the Companies Act, 2013 and Listing Agreement guidelines, the Company has established a Whistle Blower Policy/Vigil mechanism policy and the same is placed on the website of the Company at www.kairacan.com.

The employees of the company are made aware of the said policy at the time of joining the Company.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

14. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal audit is entrusted to Messrs. Kiran Patel & Co., Chartered Accountants. The main thrust of internal audit is to test and review controls.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a strong Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board.

15. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all applicable environmental laws and labor laws. The Company has been taking all the necessary measures to protect the environment and maximize worker protection and safety. The Company''s policy require conduct of operation in such a manner so as to ensure safety of all concerned, compliance of environmental

regulations and preservation of natural resources.

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) 2013 and the rules made thereunder, the Company has constituted Internal Complaints Committee. During the year under review there were no complaints referred to the Committee.

The Company is having status of ISO - 9001-2015 certification, which is internationally recognized for the production, quality control and other qualities. The scope of certificate is for management system which is in line with the standards of the manufacturing and supply of metal cans and components.

16. EMPLOYEES'' STOCK OPTION PLAN

Your Company has not provided any employee stock options.

17. DIRECTORS

The Board consists of Executive and Non-Executive Directors, including Independent Directors, who have wide and varied experience in different discipline of corporate functioning.

In accordance with the provisions of the Companies Act, 2013 and the Company''s Articles of Association, Shri. Atul Kumar Agarwal and Shri. Utsav R. Kapadia retire by rotation and being eligible offer themselves for the re-election.

The Board of Directors also proposed to re-appoint Shri. Keval N. Doshi for the further term of 5 years as an Independent Director. At the ensuing 61st Annual General Meeting, the requite special resolution for the said appointment is being placed before the members for their approval.

18. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the section 149 of the Companies Act, 2013 as well as Regulations 16 (b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Board confirms that the said Independent Directors meet the criteria as laid down under the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

19. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the company''s website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

20. EVALUATION OF THE BOARD''S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the annual evaluation has been carried out by the Board of its own performance and that of its committees and individual Directors by way of individual and collective feedback from Directors. The Directors expressed their satisfaction with the evaluation process.

21. KEY MANAGERIAL PERSONNEL

During the year under review, the following are the Key Managerial Personnel of the Company:

Sr. No.	Name of the Key Managerial Personnel	Designation
1	Shri. Ashok B. Kulkarni	Managing Director
2	Shri. K. Jagannathan	Executive Director & Chief Financial Officer
3	Shri. Hiten P Vanjara	Company Secretary

22. PARTICULARS OF THE EMPLOYEES

Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thereunder forms part of the Board''s Report. The said disclosures, information and details in respect of employees of the Company required pursuant to said Section and the Rule will be provided upon request. However, in terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the statement of particulars of employees and is available for inspection by the Members upon request. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard at [e-mail].

23. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy is explained in the Corporate Governance Report.

24. STATUTORY AUDIT

M/s. G. D. Apte & Co., Chartered Accountants, Mumbai (Firm Registration No. 100515W) complete their first term of five consecutive years as the statutory auditors of the company at the conclusion of 61st aGm of the company. Pursuant to section 139(2) of the Companies Act 2013, the company can appoint them for a second term of five consecutive years.

They have consented to the said reappointment, and confirmed that their reappointment, if made, would be within the limits specified under Section 141(3)(g) of the Companies Act, 2013. They have further confirmed that they are not disqualified to be reappointed as statutory auditors in terms of the provisions of the Companies Act, 2013 and the provisions of the Companies (Audit and Auditors) Rules, 2014, as amended from time to time.

The Audit Committee and the Board of Directors has recommended the reappointment of M/s. G. D. Apte & Co., Chartered Accountants as statutory auditors of the company from the conclusion of the 61st AGM till the conclusion of 66th AGM, to the members.

The Auditor''s Report for financial year 2023-24 does not contain any qualification, reservation, disclaimer or adverse remark. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Companies Act, 2013 and Rules framed thereunder. The Auditor''s Report is enclosed with the financial statements in this Annual Report.

25. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Mr. Prashant S. Mehta Practicing Company Secretary ACS 5814 (C.P.No.17341) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included in the Directors'' Report and forms an integral part of this report is annexed as Annexure - I

26. COST AUDIT

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to Can Division.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. P D. Modh & Associates as Cost Auditor to audit the cost accounts of the Company for the financial year 2024-25. As required under the Companies Act, 2013, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General meeting.

27. BUSINESS RISK MANAGEMENT

Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company''s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The Company has a robust Business Risk Management framework to identify, evaluate and access business risks and their impact thereupon. The key business risk elements identified by the Company and bifurcated under different Heads are as under:

• Raw Materials: This head covers Cost of raw materials, non-availability of raw materials, etc. The Company is mitigating these risks through regular planning of purchase of raw material and maintaining re-order quantity and inventory management reporting.

• Financial risks: This head covers risk elements such as dwindling financial ratios, foreign exchange fluctuations, drop in credit rating, investor relations, fraud, inadequate insurance, etc. The Company is mitigating these risks through evaluating business operation efficiency, keeping accounts recoverable at low and managing efficiently debt and financial leverage.

• Operations risks: This head includes risk elements such as non-availability of Labour, labor unrest, nonavailability of power, non-availability of water, breakdown, non-availability of competent personnel, pollution control, legal compliance, safety, logistics / transport, machinery spares and equipment issues, etc. The Company is mitigating these risks by Monitoring and evaluations at regular intervals by establishing appropriate metrics and key performance indicators to monitor and timely assessment of risk and performance.

• Market risks: This head includes risk elements such as price of finished products, demand Supply mismatch, substitute products, bad debts, service / product complaints, brand image, etc. The Company is mitigating these risks through increasing customer base, improving demand-supply chain management, improving quality of product, creating strong brand image of the company, strong and customer friendly relationship.

• Regulatory risks: The Company is exposed to risks attached to various statutes, laws and regulations. The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

• Human resource risks: Retaining the existing talent pool and attracting new talent are major risks. The Company has initiated various measures including educating, training and integration of learning and skill development activities. The Company regularly conduct workshops and training sessions which helps to identify, nurture and groom managerial talent within the company to prepare them for future business leadership.

• Strategic risks: Business Developments, capital expenditure for capacity expansion etc., are normal strategic risks faced by the Company. However, the Company is regularly taking various steps for obtaining approvals for investments in businesses and capacity expansions.

• Cyber risks: The failure of Information Technology (IT) systems due to malicious attacks and / or non-compliance with data privacy laws can potentially lead to financial loss, business disruption and / or damage to the Company''s reputation. The Company has in place a data protection system. It maintains a cyber-security infrastructure. The Company uses standardised backup tools, services and procedures to ensure that information and data are stored at two or more diverse locations.

28. INSURANCE

The Assets of the Company are adequately insured against the loss of fire, riots, earthquake, etc. and other risks which considered necessary by the Management.

29. DEPOSITS

The Company has discontinued its Fixed Deposit Scheme since 11^th August, 2017 and thereafter Company has stopped accepting fresh and renewing any fixed deposits from the members.

The company has also repaid all outstanding deposits to the fixed deposit holders as on 31^st March, 2019. As a result, there is no outstanding Fixed Deposits as on date.

30. INSIDER TRADING POLICY

As required under the amended new Insider Trading Policy Regulations of SEBI, your Directors have framed new Insider Trading Regulations and code of Internal Procedures and Conduct for Regulating Monitoring and Reporting of Trading by Insiders. For details please refer to the company''s website.

31. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

32. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the year under review, relations between the employees and the management remained satisfactory at all the units of the Company. The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

The Company is committed to nurturing, enhancing and retaining top talent through learning and organizational development as a part of human resource development function.

None of the employee is drawing salary in excess of the limits prescribed by the Companies Act, 2013 and rules made thereunder, which needs to be disclosed in the Directors'' Report.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations.

34. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Your Company is committed to good Corporate Governance practices and following to the guidelines prescribed by the SEBI and BSE Ltd from time to time and Pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 the Company has implemented various provisions relating to Corporate Governance, a separate section on Corporate Governance practices, followed by the Company and Management discussion and analysis together with a certificate from the Company Secretary in practice confirming compliances, is set out in the Annexure forming part of this Report.

35. CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to discharging its social responsibility as a good corporate citizen.

The Committee has identified the following Registered Trust for its CSR Program

The Committee has contributed by way of donation to registered trust, viz., Charutar Arogya Mandal, located at Vallabh Vidya Nagar, Gujarat, which manages Shree Krishna Hospital, which cater to general public and needy people in and around Karamsad, near Kanjari and Anand. The Trust is dedicated to serve the public at reasonable rate for treatment of advance medical treatment of cancer and cardiac patients under its health care and preventive health care program.

The Committee has also contributed by way of donation to HPL Public charitable trust, for various charitable activities like public health system, hospital particularly related to critical illness and other medical health care for treating poor and needy patient.

The Board provide a brief outline of the company''s CSR policy including the statement of intent reflecting the ethos of the company, broad areas of CSR interest and an over view of activities proposed to be undertaken. The CSR policy has been hosted on the website of the Company.

The CSR Committee consists of the following members:

Name of the Member	Designation
Shri. Premal N. Kapadia, Non-Executive Non-Independent Director	Chairman of the committee
Shri. Keval N. Doshi, Non-Executive Independent Director	Member
Shri. K. Jagannathan, Executive Director and CFO	Member

The Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is included in the Directors'' Report and forms an integral part of this Report and is annexed as Annexure II.

36 CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS

A. Conservation of Energy

Energy conservation remains a top priority for the Company, as we aim to effectively control electricity and fuel consumption across all our units. The company has taken following steps to streamline power consumption and reduce overall energy usage.

i. Implemented LED smart fit lighting in Cone & Can division to save the energy;

ii. Installed day light sensor in plant, street and parking area for energy saving.

B. Technology Absorption , Adaptation and Innovation

In line with our commitment to continuous improvement, the Company continues to upgrade systems and equipment. These efforts are focused on enhancing product quality, minimizing manufacturing wastages, improving productivity, and ensuring customer satisfaction. The company has installed following equipments accordingly:

i. Sheet feed press in Can division;

ii. Additional one Printing and one Coating Machine;

iii. New firefighting system in Kanjari Unit;

iv. Sewage Treatment Plant (STP) in Kanjari Unit;

v. Modern unloading bay for quick unloading of Raw Material etc.

37. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders.

Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

38. ACKNOWLEDGEMENT

Your Directors express their appreciation for the assistance and co-operation received from the Gujarat Co-operative Milk Marketing Federation Limited, customers, suppliers, Banks, Government Authorities and Shareholders during the year under review.

Your Directors wish to place on record their deep sense of appreciation to all employees for their hard work, dedication and support which has helped us to face all challenges and enable business continuity.

On behalf of the Board of Directors

UTSAV R. KAPADIA DIN 00034154

ASHOK B. KULKARNI DIN 01605886

Place: Mumbai Date: 24^th May, 2024

---

Mar 31, 2018

To the Members,

The Directors present the Fifty Fifth Report and the Audited Statement of Accounts of the Company for the year ended 31^st March, 2018.

1. FINANCIAL RESULTS

	31fl March, 2018 (Rupees in Lakhs)	31March, 2017 (Rupees in Lakhs)
Total Revenue from operations (including Excise & Excluding GST)	14,881.88	14,412.29
Total Revenue from operations (excluding Excise & Excluding GST)	14,460.23	13,095.66
Other Income	38.28	32.80
Total Revenue	14,498.51	13,128.46
Profit before depreciation and tax	1,145.75	829.94
Less : Depreciation	452.74	440.50
Profit before tax	693.01	389.44
Less : Provision for current tax	268.68	131.89
Provision for Earlier years'' Tax	-	(12.58)
Provision for deferred tax	(56.09)	(3.41)
Net profit for the year amounts to	480.42	273.54
Balance brought forward from previous year *(Net of Transffered to General Reserve, Dividend & Dividend distribution tax).	2,919.04*	2,801.00
The Disposable profit for the year	3,399.47	3,074.54

2. DIVIDEND

The Directors recommend dividend payment of Rs. 6.50/- per Equity Share of Rs.10/- each on 9,22,133 Equity Share of Rs.10/- each for the year ended 31^st March, 2018, which, if approved by the members at the 55^th Annual General Meeting to be held on Friday, 27^th July, 2018.

The payout of Rs.59,93,865/- in respect of dividend, will be accounted during the Financial Year 2018-19, if approved by the Members in the ensuing Annual General Meeting.

3. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, the unclaimed dividend relating to the financial year ended 31^st March, 2011 declared on 13^th July, 2011 is due for remittance on 17^th August, 2018 to Investor Education and Protection Fund established by the Central Government.

4. SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2018 is Rs.92,21,330/- comprises 9,22,133 shares of Rs.10/-each. During the year under review, the Company has not issued any Shares on Right basis and bonus to the shareholders.

5. REVIEW OF OPERATIONS

Your Company has achieved a total sales turnover of Rs.14,882 lakhs for the year ended 31^st March, 2018 as compared to Rs.14,412 lakhs for the previous year, thereby registering a moderate growth of 3%. The profitability has also shown an improved trend as compared to previous year.

During the year under review, the Company has achieved a sales turnover of Rs.13,599 lakhs of metal cans and its components as compared to Rs.12,630 lakhs in the previous year, thereby registering a growth of 8%, consequent upon better realization and increased demand from dairies in Gujarat. The Company has executed export orders worth Rs.288 lakhs of metal cans and its components during the year under review as compared to Rs.498 lakhs in the previous year. This decline in export sales is mainly due to unfavourable international market conditions and reduction in our exports of metal components to Middle East countries due to volatile economic conditions prevailing there.

The work of installation of the another imported Printing machine with UV drying oven system is in the process at Kanjari Unit. The Printing machine will be ready for commercial production by mid of July 2018. This will cater to additional printing requirements of the company and it will help timely delivery of increased multi colour can requirements. In addition company will be able to take jobs of printed sheets.

The Sugar Cone Division has achieved a sales turnover of Rs.1,283 lakhs as compared to Rs.1,782 lakhs in the previous year.

In February 2018, the company has installed and commissioned new Ice cream Sleeve punching & forming Machine at GIDC Vithal Udyog Nagar in Cone factory. The Sleeve machine is having capacity to supply of Ice cream cone sleeves of different sizes as per the needs of various customers of Ice cream Cones.

By this measure we are now in a position to cater to the customers with timely supply of cones. This will help to improve competitiveness and better profitability.

6. DOMESTIC MARKET AND EXPORTS

The Company is one of the leading and established Company in tin packaging industry in India. The Company is doing aggressive marketing efforts and focusing on quality and uninterrupted supply throughout the year to dairy and food processing industries.

Further, the Company has successfully established its presence in export market in Middle East countries. The Directors are positive of the future growth in international market.

(a) Total Foreign Exchange Earned.

Product exports including deemed exports Rs. 343 lakhs

(b) Total Foreign Exchange Used.

Import of tinplate (main raw material), Stores & Spares, Capital Goods etc. Rs. 5,457 lakhs

7. FINANCIAL AND ACCOUNT STATEMENTS

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and as mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2018 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2018.

There is no audit qualification in the financial statements by the statutory auditors for the year under review.

8. RATING

The Company has been by assigned a rating of CRISIL A-/ Stable for Long term facilities and CRISIL A2 Plus for short term facilities.

9. SUBSIDIARIES

Your Company does not have any subsidiary company.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are given in the notes to financial statements.

11. DISCLOSURES UNDER THE COMPANIES ACT, 2013

i) Extract of Annual Report:

Pursuant to section 92(3) of the Companies Act, 2013 (''the Act'') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is annexed as Annexure I.

ii) Number of Board Meetings:

The Board of Directors met four times during the year 2017-18. The details of the board meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, appearing as a separate section in this Annual report.

iii) Composition of Audit Committee

Kaira Can Company Limited has an Audit Committee that currently comprises of three Independent Directors and one Non-Executive Director. The Chairman of the Audit Committee is an Independent Director. The Independent Directors are accomplished professionals from the corporate fields. The Managing Director, Executive Director & CFO, GM (Finance and Accounts) and AGM - Accounts of the Company attend the meetings on invitation. The Company Secretary is the Secretary of the Committee.

During the year ended March 31, 2018 the Committee met four times.

The other details of the Audit Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

iv) Related Party Transactions:

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for the approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at www.kairacan.com.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm''s length basis form AOC-2 is not applicable to the Company.

12. MANAGEMENT OF RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES.

Whistle Blower Policy/ Vigil mechanism

The Company has whistle blower policy to deal with instances of fraud and mismanagement, if any.

In compliance with the requirement of the Companies Act, 2013 and Listing Agreement guidelines, the Company has established a Whistle Blower Policy /Vigil mechanism policy and the same is placed on the website of the Company at www.kairacan.com.

The employees of the company are made aware of the said policy at the time of joining the Company.

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the mandate provided to the Internal Auditors. The Internal Audit is entrusted to M/s. Kiran Patel & Co., Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisals of risks and business processes, besides benchmarking controls with best practices in the industry. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee of the Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

14. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all applicable environmental laws and labour laws. The Company has been taking all the necessary measures to protect the environment and maximise worker protection and safety. The Company''s policy require conduct of operation in such a manner so as to ensure safety of all concerned, compliance of environmental regulations and preservation of natural resources.

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) 2013 and the rules made thereunder, the Company has constituted Internal Complaints Committee. During the year under review there were no complaints referred to the Committee.

The Company is having status of ISO - 9001-2015 certification, which is internationally recognised for the production, quality control and other qualities. The scope of certificate is for management system which is in line with the standards of the manufacturing and supply of metal cans and components.

15. EMPLOYEES'' STOCK OPTION PLAN

Your Company has not provided to any employee stock options.

16. DIRECTORS

The Board consists of Executive and Non-Executive Directors, including Independent Directors, who have wide and varied experience in different discipline of corporate functioning.

In accordance with the provisions of the Companies Act, 2013 and the Companies Articles of Association, Shri Pavan Kumar Singh and Shri Utsav R. Kapadia retire by rotation and being eligible offer themselves for the re-election.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the section 149 of the Companies Act, 2013 as well as Regulations 16 (b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Board confirms that the said Independent Directors meet the criteria as laid down under the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

18. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the company''s website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

19. EVALUATION OF THE BOARD''S PERFORMANCE

In compliance with Companies Act, 2013, and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, and in line with the Guidance notes issued by SEBI the performance evaluation of the Board as a whole and of the Individual Directors was carried out during the year under review. With the help of a structured questionnaire which was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning, Board culture, execution and performance and specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The Directors expressed satisfaction with the evaluation process.

20. KEY MANAGERIAL PERSONNEL

During the year under review, the following are the Key Managerial Personnel of the Company:

Sr. No.	Name of the Key Managerial Personnel	Designation
1	Shri. Ashok B. Kulkarni	Managing Director
2	Shri. K. Jagannathan	Executive Director & Chief Financial Officer
3	Shri. Hiten P Vanjara	Company Secretary

21. PARTICULARS OF THE EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act, and the Rules framed thereunder is enclosed as Annexure to the Board’s Report. The information in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and other entitled thereto, excluding the aforesaid Annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

22. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy is explained in the Corporate Governance Report.

23. STATUTORY AUDIT

As per the provisions of Section 139 of the Companies Act 2013, the term of office of M/s Kalyaniwalla & Mistry LLP, Chartered Accountants as Statutory Auditors of the Company, will conclude from the close of the forthcoming Annual General Meeting of the Company. They have been our Auditors for past 10 years. The Board of Directors places on record its appreciation for the services rendered by M/s Kalyaniwalla & Mistry LLP, Chartered Accountants. as the Statutory Auditors of the company.

Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of Messrs. MSKA & Associates, Chartered Accountants (ICAI Firm Registration Number 105047W) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013. Members'' attention is drawn to a Resolution proposing the appointment of Messrs. MSKA & Associates, Chartered Accountants, as Statutory Auditors of the Company which is included at Item No. 5 of the Notice convening the Annual General Meeting.

24. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Mr. Prashant S. Mehta, Practicing Company Secretary ACS 5814 (C.P.No.17341) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included in the Directors'' Report and forms an integral part of this report and is annexed as Annexure - II

25. COST AUDIT

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to Can Division.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s P. D. Modh & Associates as Cost Auditor to audit the cost accounts of the Company for the financial year 2018-19. As required under the Companies Act, 2013, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General meeting.

26. BUSINESS RISK MANAGEMENT

Pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 the Company has laid down a framework to inform the Board about the particulars of risk assessment and minimisation procedures. These procedures are reviewed by the Board annually to ensure that executive management controls risk through the mechanism of a properly defined framework.

The Company has a robust Business Risk Management framework to identify, evaluate, access business risks and their impact thereupon. The key business risk elements identified by the Company and bifurcated under different Heads are as under:

a. Raw Materials: This head covers Cost of raw materials, non-availability of raw materials, etc.

b. Financial : This head covers risk elements such as dwindling financial ratios, foreign exchange fluctuations, drop in credit rating, investor relations, fraud, inadequate insurance, etc.

c. Operations : This head includes risk elements such as non-availability of Labour, labor unrest, non-availability of power, non-availability of water, breakdown, non-availability of competent personnel, pollution control, legal compliance, safety, logistics / transport, machinery spares and equipment issues, etc.

d. Market : This head includes risk elements such as price of finished products, demand Supply mismatch, substitute products, bad debts, service / product complaints, brand image, etc.

27. INSURANCE

The Assets of the Company are adequately insured against the loss of fire, riots, earthquake, etc. and other risks which considered necessary by the Management.

28. DEPOSITS

The Company has discontinued its Fixed Deposit Scheme w.e.f. 11^th August, 2017. The Company has also stopped accepting fresh and renewing all fixed deposits from the members. The company has made arrangement to repay fixed deposit on maturity to fixed deposit holders.

The Company has assigned a rating of FA/Stable by CRISIL Limited for its Fixed Deposit Scheme, for the members.

29. INSIDER TRADING POLICY

As required under the new Insider Trading Policy Regulations of SEBI, your Directors have framed new Insider Trading Regulations and code of Internal Procedures and Conduct for Regulating Monitoring and Reporting of Trading by Insiders. For details please refer to the company''s website.

30. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

31. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the year under review, relations between the employees and the management remained satisfactory at all the units of the Company. The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

The Company is committed to nurturing, enhancing and retaining top talent through learning and organizational development as a part of human resource development function.

None of the employee is drawing salary in excess of the limits prescribed by the Companies Act, 2013 and rules made thereunder, which needs to be disclosed in the Directors'' Report.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations.

33. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Your Company is committed to good Corporate Governance practices and following to the guidelines prescribed by the SEBI and BSE Ltd from time to time and Pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 the Company has implemented various provisions relating to Corporate Governance, a separate section on Corporate Governance practices, followed by the Company and Management discussion and analysis together with a certificate from the Company Secretary in practice confirming compliances, is set out in the Annexure forming part of this Report.

34. CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to discharging its social responsibility as a good corporate citizen.

The Committee has identified a Registered Trust, viz., Vardhaman Seva Kendra, Gujarat Which taken up relief work for protection Animal in distress mostly affected by heavy rain in North Gujarat and Rajasthan in August 2017.

The Committee has as also contributed by way of donation to Registered Trust, viz., Charutar Arogya Mandal, located at Vallabh Vidya Nagar, Gujarat, which manages Shree Krishna Hospital, which cater to general public and needy people in and around Karamsad, near Kanjari and Anand. The Trust is dedicated to serve the public at reasonable rate for advance medical treatment of cancer and cardiac patients under its health care and preventive health care programme.

The Board provide a brief outline of the company''s CSR policy including the statement of intent reflecting the ethos of the company, broad areas of CSR interest and an over view of activities proposed to be undertaken. The CSR policy has been hosted on the website of the Company.

The CSR Committee consists of the following members :

Name of the Member	Designation
Shri. Premal N. Kapadia	Chairman of the Committee
Shri. Shishir K. Diwanji	Member
Shri. K. Jagannathan	Member

The Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is included in the Directors’ Report and forms an integral part of this Report and is annexed as Annexure III.

35. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS

Energy Conservation continued to be priority area for the Company for effective control on electricity and fuel consumption at all the Units.

During the year, further cost savings have been achieved as all the Units of the Company have now switched over with Natural Gas and replacing conventional lighting with LED lighting to achieve reduction in power consumption.

The Company continues its efforts in upgradation of systems and equipment, with a view to improving the quality of the products, minimizing manufacturing wastages, cost reduction in terms of better productivity and customer satisfaction through better product performance.

36. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders.

Accordingly, your Company’s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

37. ACKNOWLEDGEMENT

Your Directors express their appreciation for the assistance and co-operation received from the Gujarat Co-operative Milk Marketing Federation Limited, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.

On behalf of the Board of Directors

Place : Mumbai SHISHIR K DIWANJI

Dated : 28^th May, 2018 CHAIRMAN

(DIN: 00087529)

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Mar 31, 2017

The Directors present the Fifty Fourth Report and the Audited Statement of Accounts of the Company for the year ended 31^st March, 2017.

1. FINANCIAL RESULTS

	31st March, 2017 (Rupees)	31st March, 2016 (Rupees)
Total Revenue from operations (including Excise)	1,44,05,89,987	1,37,95,82,183
Total Revenue from operations (excluding Excise)	1,30,89,.26,570	1,25,05,97,236
Other Income	38,73,061	61,85,240
Total Revenue	1,31,27,99,631	1,25,67,82,476
Profit before depreciation and tax	8,30,34,175	6,30,22,007
Less : Depreciation	4,40,50,289	3,80,83,536
Profit before tax	3,89,83,887	2,49,38,471
Less : Provision for current tax	1,27,40,000	79,90,000
Provison for Earlier years'' Tax	(12,57,779)	-
Provision for deferred tax	1,36,000	11,49,000
Net profit for the year amounts to	2,73,65,666	1,57,99,471
Balance brought forward from previous year	27,65,36,962	27,62,86,888
Disposable profit for the year	30,39,02,628	29,20,86,359

2. DIVIDEND

The Directors recommend dividend payment of Rs.5/- per Equity Share of Rs.10/- each on 9,22,133 Equity Shares of Rs.10/- each for the year ended 31^st March, 2017, which, if approved by the members at the 54^th Annual General Meeting to be held on Friday, 11^th August, 2017.

In view of the revised Accounting Standards (AS) 4, provision for dividend is not required to be made in accounts. The same is required to be disclosed in notes as contingency.

Accordingly, dividend as proposed for the year 2016-17 is not accounted in the Annual Accounts of 2016-17.

The payout of Rs. 46,10,665 in respect of dividend, will be accounted during the Financial Year 2017-18, if approved by the Members in the ensuing Annual General Meeting.

3. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, the unclaimed dividend relating to the financial year ended 31^st March, 2010 declared on 07^th July, 2010 is due for remittance on 11^th August, 2017 to Investor Education and Protection Fund established by the Central Government.

4. SHARE CAPITAL

The Paid-up Equity Share Capital as on 31^st March, 2017 is Rs. 92,21,330/- comprises 922133 shares of Rs.10/-each. During the year under review, the Company has not issued any Shares on Right basis and bonus to the shareholders.

5. REVIEW OF OPERATIONS

Your Company has achieved a total sales turnover of Rs.14,406 lakhs for the year ended 31^st March, 2017 as compared to Rs.13,796 lakhs for the previous year, thereby registering a moderate growth of 4%. The profitability has also shown an improved trend as compared to previous year. This improvement is mainly due to the increase in demand from dairies in Gujarat and favorable domestic market conditions.

During the year under review, the Company has achieved a sales turnover of Rs.12,622 lakhs of metal cans and its components as compared to Rs.12,234 lakhs in the previous year, thereby registering a growth of 3% consequent upon better realization and increased demand from dairies in Gujarat. The Company has executed export orders worth Rs.498 lakhs of metal cans and its components during the year under review as compared to Rs. 621 lakhs in the previous year a drop of 20%. This huge decline in export sales is mainly due to unfavourable international market conditions and reduction in our exports of metal components to Middle East countries due to volatile political & economic conditions prevailing there.

The Sugar Cone Division has achieved a sales turnover of Rs.1,783 lakhs as compared to Rs.1,562 lakhs in the previous year - a growth of 14%. This increase in sales turnover of Sugar Cone is due to increase in overall ice-cream demand.

The company is hopeful of better performance during the current year in view of good demand for OTS can due to favourable mango crop and increase in the dairy demand from Gujarat.

6. DOMESTIC MARKET AND EXPORTS

The Company is one of the leading and established Company in tin packaging industry in India. The Company is doing aggressive marketing efforts and focusing on quality and uninterrupted supply throughout the year to dairy and food processing industries.

Further, the Company has successfully established its presence in export market in Middle East countries. The Directors are positive of the future growth in international market.

(a) Total Foreign Exchange Earned.

Product exports including deemed exports Rs. 554 lakhs

(b) Total Foreign Exchange Used.

Import of tinplate (main raw material), Stores & Spares, Capital Goods etc. Rs. 4,545 lakhs

7. FINANCIAL AND ACCOUNT STATEMENTS

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended 31^st March, 2017.

There is no audit qualification in the financial statements by the statutory auditors for the year under review.

8. RATING

The Company has been by assigned a rating of CRISIL A-/ Stable for Long term facilities and CRISIL A2 Plus for short term facilities.

9. SUBSIDIARIES

Your Company does not have any subsidiary company.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are given in the notes to financial statements.

11. DISCLOSURES UNDER THE COMPANIES ACT, 2013

i) Extract of Annual Return:

Pursuant to section 92(3) of the Companies Act, 2013 (''the Act'') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is annexed as Annexure I.

ii) Number of Board Meetings:

The Board of Directors met four times during the year 2016-17. The details of the board meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, appearing as a separate section in this Annual report.

iii) Composition of Audit Committee

Kaira Can Company Limited has an Audit Committee that currently comprises of three Independent Directors and one Non-Executive Director. The Chairman of the Audit Committee is an Independent Director. The Independent Directors are accomplished professionals from the corporate fields. The Managing Director, Executive Director & CFO and Sr. GM (Finance and Accounts) of the Company attend the meetings on invitation. The Company Secretary is the Secretary of the Committee.

During the year ended March 31, 2017 the Committee met four times.

The other details of the Audit Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

iv) Related Party Transactions:

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at www.kairacan.com.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm''s length basis, Form AOC-2 is not applicable to the Company.

12. MANAGEMENT OF RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES.

Whistle Blower Policy/ Vigil mechanism

The Company has a whistleblower policy to deal with instances of fraud and mismanagement, if any.

In compliance with the requirement of the Companies Act, 2013 and Listing Agreement guidelines, the Company has established a Whistle Blower Policy/Vigil mechanism Policy and the same is placed on the website of the Company at www.kairacan.com.

The employees of the company are made aware of the said Policy at the time of joining the Company.

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the mandate provided to the internal Auditors. The Internal Audit is entrusted to M/s. Kiran Patel & Co., Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisals of risks and business processes, besides benchmarking controls with best practices in the industry. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee of the Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

14. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all applicable environmental laws and labour laws. The Company has been taking all the necessary measures to protect the environment and maximize worker protection and safety. The Company''s policy require conduct of operation in such a manner so as to ensure safety of all concerned, compliance of environmental regulations and preservation of natural resources.

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) 2013 and the rules made thereunder, the Company has constituted Internal Complaints Committee. During the year under review there were no complaints referred to the Committee.

The Company is having status of ISO - 9001-2008 certification, which is internationally recognized for the production, quality control and other qualities. The scope of the certificate is for management system which is in line with the standards of the manufacturing and supply of metal cans and components.

15. EMPLOYEES'' STOCK OPTION PLAN

Your Company has not provided to any employee stock options.

16. DIRECTORS

The Board consists of Executive and Non-Executive Directors, including Independent Directors, who have wide and varied experience in different discipline of corporate functioning.

In accordance with the provisions of the Companies Act, 2013 and the Companies Articles of Association, Shri Premal N Kapadia and Shri Kishosinh M. Jhala retire by rotation and being eligible offer themselves for the re-election.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director under the provisions of section 149 of the Companies Act, 2013 as well as Regulations 16(b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Board confirms that the said Independent Directors meet the criteria as laid down under the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

18. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the company''s website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

19. EVALUTION OF THE BOARD’S PERFORMANCE

In compliance with the Companies Act, 2013, and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. the performance evaluation of the Board as a whole and of the Individual Directors was carried out during the year under review. With the help of a structured questionnaire which was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning, 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, on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The Directors expressed satisfaction with the evaluation process.

20. KEY MANAGERIAL PERSONNEL

During the year under review, the following are the Key Managerial Personnel of the Company :

Sr. No.	Name of the Key Managerial Personnel	Designation
1	Shri. Ashok B. Kulkarni	Managing Director
2	Shri. K. Jagannathan	Executive Director & Chief Financial Officer
3	Shri. Hiten P. Vanjara	Company Secretary

21. PARTICULARS OF THE EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act, and the Rules framed thereunder is enclosed as Annexure to the Board''s Report. The information in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid Annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

22. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy is explained in the Corporate Governance Report.

23. STATUTORY AUDIT

The Auditors M/s. Kalyaniwalla and Mistry LLP, Chartered Accountants, who are statutory auditors of the Company hold office up to the ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2017-18. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Kalyaniwalla and Mistry LLP Chartered Accountants, that their appointment, if made, would be in conformity with the limits specified in the said Section.

24. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Mr. V. Sundaram Practicing Company Secretary (C.P.No.3373) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included in the Directors'' Report and forms an integral part of this Report and is annexed as Annexure II.

25. COST AUDIT

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to Can Division.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s P.D. Modh & Associates as Cost Auditor to audit the cost accounts of the Company for the financial year 2017-18 As required under the Companies Act, 2013, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General meeting.

26. BUSINESS RISK MANAGEMENT

Pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.the Company has laid down a framework to inform the Board about the particulars of risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that executive management controls risk through the mechanism of a properly defined framework.

The Company has a robust Business Risk Management framework to identify, evaluate, access business risks and their impact thereupon. The key business risk elements identified by the Company and bifurcated under different Heads are as under:

a. Raw Materials : This head covers cost of raw materials, non-availability of raw materials, etc.

b. Financial : This head covers risk elements such as dwindling financial ratios, foreign exchange fluctuations, drop in credit rating, investor relations, fraud, inadequate insurance, etc.

c. Operations : This head includes risk elements such as non-availability of labour, labour unrest, non-availability of power, non-availability of water, breakdown, non-availability of competent personnel, pollution control, legal compliance, safety, logistics / transport, machinery spares and equipment issues, etc.

d. Market : This head includes risk elements such as price of finished products, demand supply mismatch, substitute products, bad debts, service / product complaints, brand image, etc.

27. INSURANCE

The Assets of the Company are adequately insured against the loss of fire, riots, earthquake, etc. and other risks which considered necessary by the Management.

28. DEPOSITS

As per the Companies Act, 2013, your Company is not falling under eligible company for accepting deposits from the public. Accordingly, the Company has discontinued its Fixed Deposit Scheme since 31^st March, 2014. However, the Company is eligible to accept fixed deposits within the prescribed limits from the members.

The Company has been assigned a rating of FA by CRISIL Limited for its Fixed Deposit scheme, for the members.

29 INSIDER TRADING POLICY:

As required under the new Insider Trading Policy Regulations of SEBI, your Directors have framed new Insider Trading Regulations and Code of Internal Procedures and Conduct for Regulating Monitoring and Reporting of Trading by Insiders. For details please refer to the company''s website.

30. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(C), the Board confirm and submit the Directors'' Responsibility Statement:-

a) in the preparation of the annual accounts, for the year ended March 31, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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 and loss of the company for that period;

c) the Directors had 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;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the year under review, relations between the employees and the management remained satisfactory at all the units of the Company. The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

The Company is committed to nurturing, enhancing and retaining top talent through learning and organizational development as a part of human resource development function.

None of the employee is drawing salary in excess of the limits prescribed by the Companies Act, 2013 and rules made there under, which needs to be disclosed in the Directors'' Report.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations.

33. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Your Company is committed to good Corporate Governance practices and following to the guidelines prescribed by the SEBI and BSE Ltd from time to time. and Pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. the Company has implemented various provisions relating to Corporate Governance, a separate section on corporate governance practices, followed by the Company, and Management discussion and analysis together with a certificate from the Company Secretary in practice confirming compliances, is set out in the Annexure IV forming part of this Report.

34. CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to discharging its social responsibility as a good corporate citizen.

The Company has identified initiative to promote preventive health care by joining hand with Jivan Jyoti Trust which runs Shree Kalikund Parshwanath General Hospital, Dholka for various Medical and healthcare facilities to poor and needy patients in and around Dholka,Anand and kanjari. Charutar Arogya Mandal, which runs Shree Krishna Hospital in Karamsad, Gujarat for advance treatment for Cancer and Cardiac of poor and needy patients.

The Company has also identified initiative through the registered trust, viz., People for the Respect and care of Animals, Kolkatta which ensures protection of Flora and fauna and aniamal welfare.

The Board provide a brief outline of the company''s CSR policy including the statement of intent reflecting the ethos of the company, broad areas of CSR interest and an over view of activities proposed to be undertaken. The CSR policy has been hosted on the website of the Company.

The CSR Committee consists of the following members :

Name of the Member	Designation
Shri. Premal N. Kapadia	Chairman of the Committee
Shri. Shishir K. Diwanji	Member
Shri. K. Jagannathan	Member

The Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is included in the Directors'' Report and forms an integral part of this Report and is annexed as Annexure III.

35. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS

Energy Conservation continued to be priority area for the Company for effective control on electricity and fuel consumption at all the Units.

During the year, further cost savings have been achieved as all the Units of the Company have now switched over with Natural Gas and replacing conventional lighting with LED lighting to achieve reduction in power consumption.

The Company continues its efforts in upgradation of systems and equipment, with a view to improving the quality of the products, minimizing manufacturing wastages, cost reduction in terms of better productivity and customer satisfaction through better product performance.

36 ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders.

Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing over all corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

37 ACKNOWLEDGEMENT

Your Directors express their appreciation for the assistance and co-operation received from the Gujarat Cooperative Milk Marketing Federation Limited, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.

On behalf of the Board of Directors

Place : Mumbai SHISHIR K DIWANJI

Dated : 26^th May, 2017 CHAIRMAN

(DIN: 00087529)

---

Mar 31, 2016

To the Members,

The Directors present the Fifty Third Report and the Audited Statement of Accounts of the Company for the year ended 31^st March, 2016.

1. FINANCIAL RESULTS

	31st March, 2016 (Rupees)	31st March, 2015 (Rupees)
Total Revenue from operations (including Excise)	1,37,95,82,183	1,59,60,25,733
Total Revenue from operations (excluding Excise)	1,25,05,97,236	1,45,58,34,967
Other Income	61,85,240	90,83,026
Total Revenue	1,25,67,82,476	1,46,49,17,993
Profit before depreciation and tax	6,30,22,007	10,64,15,147
Less : Depreciation	3,80,83,536	4,64,68,194
Profit before tax	2,49,38,471	5,99,46,953
Less : Provision for current tax	79,90,000	1,23,84,000
Provision for deferred tax	11,49,000	1,02,18,100
Net profit for the year amounts to	1,57,99,471	3,73,44,853
Balance brought forward from previous year	27,62,86,888	25,44,91,433
The disposable profit for the year amounts to which the Directors have decided to appropriate as follows:-	29,20,86,359	29,18,36,286
(a) Proposed Dividend	46,10,665	46,10,665
(b) Tax on Proposed Dividend	9,38,732	9,38,732
(c) General Reserve	1,00,00,000	1,00,00,000
Leaving the surplus in Profit and Loss Account	27,65,36,962	27,62,86,888

2. DIVIDEND AND RESERVE

The Directors recommend payment of the following dividend for the year ended 31^st March, 2016, which, if approved by the members at the Annual General Meeting to be held on Friday, 12^th August, 2016, will be paid to those members of the Company who hold Equity Shares in physical form and whose names stand on the Register of Members of the Company as on 5th August, 2016 and to those members who hold their Equity Shares in Demat form and whose names appear on the list of members provided by NSDL/CDSL for that purpose.

A dividend of 50% i.e. Rs.5/- per Equity Share of Rs.10/- each on 9,22,133 Equity Shares of Rs.10/- each aggregating to Rs.46,10,665/-.

The Company has proposed to transfer an amount of Rs. 1,00,00,000/- to the General Reserves. An amount of Rs.27,65,36,962/- is proposed to be retained in the Statement of Profit and Loss

3. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, the unclaimed dividend relating to the financial year ended 31^st March, 2009 declared on 21st August, 2009 is due for remittance on 25^th September, 2016 to Investor Education and Protection Fund established by the Central Government.

4. SHARE CAPITAL

The Paid-up Equity Share Capital as on 31^st March, 2016 is Rs.92,21,330/- comprises 922133 shares of Rs.10/-each. During the year under review, the Company has not issued any Shares on Right basis and bonus to the shareholders.

5. REVIEW OF OPERATIONS

Your Company has achieved a total sales turnover of Rs.13,796 lakhs for the year ended 31st March, 2016 as compared to Rs.15,960 lakhs for the previous year- a drop of 14%. The decline is attributed to factors namely; the sales of OTS cans were badly affected due to poor mango season, the decline in demand by GCMMF Limited due to unfavorable domestic as well as international market conditions.

As a results of the above, the Company Could only achieved a sales turnover of Rs.12,234 lakhs of metal cans and its components as compared to Rs.14,661 lakhs in the previous year - substantial reduction of 17%.The Company has executed export orders worth Rs.621 lakhs of metal cans and its components during the year under review as compared to Rs.901 lakhs in the previous year-a drop of 31% This decline in export sales is mainly due to unfavorable international market conditions and reduction in our exports of metal components to Middle East countries due to volatile political conditions prevailing there.

The Sugar Cone Division has achieved a sales turnover of Rs.1,562 lakhs as compared to Rs.1,300 lakhs in the previous year - a growth of 20%.This increase in sales turnover of Sugar Cone is due to expansion of production capacity and increase in overall ice-cream demand.

Our Company was carrying out its manufacturing operations of Anand unit at the premises which were taken on rental basis from Kaira Dist. Co-operative Milk Producers'' Union Limited. As Kaira Dist. Co-operative Milk Producers'' Union Limited required the premises for its own expansion, company has handed over Anand unit premises to Kaira Dist. Co-operative Milk Producers'' Union Limited on 15th February, 2016. The Company has transferred and installed all the machinery at Kanjari factory. The Directors express their appreciation for the support and co-operation extended by Kaira Dist. Co-operative Milk Producers'' Union Limited, since the inception of Anand unit.

The Company is hopeful of better performance during the current year.

6. DOMESTIC MARKET AND EXPORTS

The Company is one of the leading and established Company in tin packaging industry in India. The Company is doing aggressive marketing efforts and focusing on quality and uninterrupted supply throughout the year to dairy and food processing industries.

Further, the Company has successfully established its presence in export market in Middle East countries. The Directors are positive of the future growth in international market.

(a) Total Foreign Exchange Earned.

Product exports including deemed exports Rs. 695 lakhs

(b) Total Foreign Exchange Used.

Import of tinplate (main raw material), Stores & Spares, Capital Goods etc. Rs. 5,261 lakhs

7. FINANCIAL AND ACCOUNT STATEMENTS

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended 31^st March, 2016.

There is no audit qualification in the financial statements by the statutory auditors for the year under review.

8. RATING

The Company has been assigned by CRISL Limited a rating of CRISIL A- / Stable for Long term facilities and CRISIL a2 Plus for short term facilities.

9. SUBSIDIARIES

Your Company does not have any subsidiary company.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are given in the notes to financial statements.

11. DISCLOSURES UNDER THE COMPANIES ACT, 2013

i) Extract of Annual Return:

Pursuant to section 92(3) of the Companies Act, 2013 (''the Act'') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is annexed as Annexure I.

ii) Number of Board Meetings:

The Board of Directors met four times during the year 2015-16. The details of the board meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, appearing as a separate section in this Annual report.

iii) Composition of Audit Committee

Kaira Can Company Limited has an Audit Committee that currently comprises of three Independent Directors and one Non-Executive Director. The Chairman of the Audit Committee is an Independent Director. The Independent Directors are accomplished professionals from the corporate fields. The Managing Director, Executive Director & CFO and GM (Finance and Accounts) of the Company attend the meetings on invitation. The Company Secretary is the Secretary of the Committee.

During the year ended March 31, 2016 the Committee met four times. The attendance of the members at the meetings is stated below:

Name of Member	Status	No. of Meetings attended
Shri Kirat M Patel	Chairman	4
Smt Amita V Parekh	Member	4
Smt Laxman D. Vaidya	Member	Nil
Shri Utsav R. Kapadia	Member	4

The other details of the Audit Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

iv) Related Party Transactions:

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at www.kairacan.com.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm''s length basis, form AOC-2 is not applicable to the Company.

12. MANAGEMENT OF RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES.

Whistle Blower Policy/ Vigil mechanism

The Company has a whistleblower policy to deal with instances of fraud and mismanagement, if any.

In compliance with the requirement of the Companies Act, 2013 and Listing Agreement guidelines, the Company has established a Whistle Blower Policy /Vigil mechanism Policy and the same is placed on the website of the Company at www.kairacan.com.

The employees of the company are made aware of the said Policy at the time of joining the Company.

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the mandate provided to the internal Auditors. The Internal Audit is entrusted to M/s. Kiran Patel & Co., Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisals of risks and business processes, besides benchmarking controls with best practices in the industry. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee of the Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

14. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all applicable environmental laws and labour laws. The Company has been taking all the necessary measures to protect the environment and maximize worker protection and safety. The Company''s policy require conduct of operation in such a manner so as to ensure safety of all concerned, compliance of environmental regulations and preservation of natural resources.

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) 2013 and the rules made there under, the Company has constituted Internal Complaints Committee. During the year under review there were no complaints referred to the Committee.

The Company is having status of ISO - 9001-2008 certification, which is internationally recognized for the production, quality control and other qualities. The scope of the certificate is for management system which is in line with the standards of the manufacturing and supply of metal cans and components.

15. EMPLOYEES’ STOCK OPTION PLAN

Your Company has not provided to any employee stock options.

16. DIRECTORS

The Board consists of Executive and Non-Executive Directors, including Independent Directors, who have wide and varied experience in different discipline of corporate functioning. During the year under review The Company has appointed Shri.Laxman D. Vaidya as an Independent Director at the 52nd Annual General Meeting. Shri. Laxman D. Vaidya has more than 15 years rich experience in the field of finance.

In accordance with the provisions of the Companies Act, 2013 and the Company’s Articles of Association, Shri. Utsav R. Kapadia and Shri Nanak G Sheth, retire by rotation and being eligible offer themselves for re-election.

The Board have further re-appointed Shri Ashok B Kulkarni as the Managing Director and Shri K Jagannathan as the Executive Director of the Company for a period of three years with effect from 1st July, 2016. At the ensuing Annual General Meeting, the requisite Resolutions for the said appointments are being placed before the members for their approval.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director under the provisions of section 149 of the Companies Act, 2013 as well as Regulations 16(b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Board confirms that the said Independent Directors meet the criteria as laid down under the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

18. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the company''s website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

19. EVALUTION OF THE BOARD’S PERFORMANCE

In compliance with the Companies Act, 2013, and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. the performance evaluation of the Board as a whole and of the Individual Directors was carried out during the year under review. With the help of a structured questionnaire which was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning, 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, on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The Directors expressed satisfaction with the evaluation process.

20. KEY MANAGERIAL PERSONNEL

During the year under review, the following are the Key Managerial Personnel of the Company :

Sr. No.	Name of the Key Managerial Personnel	Designation
1	Shri. Ashok B. Kulkarni	Managing Director
2	Shri. K. Jagannathan	Executive Director & Chief Financial Officer
3	Shri. Hiten P. Vanjara	Company Secretary

21. PARTICULARS OF THE MANAGERIAL REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

22. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy is explained in the Corporate Governance Report.

23. STATUTORY AUDIT

The Auditors M/s. Kalyaniwalla and Mistry, Chartered Accountants, who are statutory auditors of the Company hold office upto the ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2016-17. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Kalyaniwalla and Mistry that their appointment, if made, would be in conformity with the limits specified in the said Section.

24. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed Messrs V. Sundaram & Co., a firm of Company Secretaries in Practice (C.P.No.3373) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included in the Directors'' Report and forms an integral part of this Report and is annexed as Annexure II.

25. COST AUDIT

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to Can Division.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s P.D. Modh & Associates as Cost Auditor to audit the cost accounts of the Company for the financial year 2016-17 As required under the Companies Act, 2013, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General meeting.

26. BUSINESS RISK MANAGEMENT

Pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.the Company has laid down a framework to inform the Board about the particulars of risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that executive management controls risk through the mechanism of a properly defined framework.

The Company has a robust Business Risk Management framework to identify, evaluate, access business risks and their impact thereupon. The key business risk elements identified by the Company and bifurcated under different Heads are as under:

I. Operations : This head includes risk elements such as non-availability of labour, labour unrest, no availability of power, non-availability of water, breakdown, non-availability of competent personnel, pollution control, legal compliance, safety, logistics / transport, machinery spares and equipment issues, etc.

II. Raw Materials : This head covers cost of raw materials, non-availability of raw materials, etc.

III. Financial : This head covers risk elements such as dwindling financial ratios, foreign exchange fluctuations, drop in credit rating, investor relations, fraud, inadequate insurance, etc.

IV. Market : This head includes risk elements such as price of finished products, demand supply mismatch, substitute products, bad debts, service / product complaints, brand image, etc.

27. INSURANCE

The Assets of the Company are adequately insured against the loss of fire, riots, earthquake, etc. and other risks which considered necessary by the Management.

28. DEPOSITS

As per the Companies Act, 2013, your Company is not falling under eligible company for accepting deposits from the public. Accordingly, the Company has discontinued its Fixed Deposit Scheme since 31^st March, 2014. However, the Company is eligible to accept fixed deposits within the prescribed limits from the members.

The Company has been assigned a rating of FA/Stable by CRISIL Limited for its Fixed Deposit scheme, for the members.

29 INSIDER TRADING POLICY:

As required under the new Insider Trading Policy Regulations of SEBI, your Directors have framed new Insider Trading Regulations and Code of Internal Procedures and Conduct for Regulating Monitoring and Reporting of Trading by Insiders. For details please refer to the company''s website.

30. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(C), the Board confirm and submit the Directors'' Responsibility Statement :-

a) in the preparation of the annual accounts, for the year ended March 31, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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 and loss of the company for that period;

c) the Directors had 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;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the year under review, relations between the employees and the management remained satisfactory at all the units of the Company. The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

The Company is committed to nurturing, enhancing and retaining top talent through learning and organizational development as a part of human resource development function.

None of the employee is drawing salary in excess of the limits prescribed by the Companies Act, 2013 and rules made there under, which needs to be disclosed in the Directors'' Report.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations.

33. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Your Company is committed to good Corporate Governance practices and following to the guidelines prescribed by the SEBI and BSE Ltd from time to time. and Pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. the Company has implemented various provisions relating to Corporate Governance, a separate section on corporate governance practices, followed by the Company, and Management discussion and analysis together with a certificate from the Company Secretary in practice confirming compliances, is set out in the Annexure forming part of this Report.

34. CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to discharging its social responsibility as a good corporate citizen.

The Company has identified initiative to promote Education for poor and needy students by joining hands with Jay Pasavnath Education Trust which runs Kalikund Elementry English School in Dholka, near Kanjari in Gujarat, and Anandalaya Education Society which runs Anandalaya School in Anand, Gujarat. The Company has also identified initiative to promote preventive health care by joining hands with Charutar Arogya Mandal, which runs Shree Krishna Hospital in Karamsad,Gujarat for advance treatment for Cancer and Cardiac of poor and needy patients. The Board provide a brief outline of the company''s CSR policy including the statement of intent reflecting the ethos of the company, broad areas of CSR interest and an over view of activities proposed to be undertaken. The CSR policy has been hosted on the website of the Company.

The CSR Committee consists of the following members :

	Name of the Member		Designation
Shri.	Premal N. Kapadia	Chairman of the Committee
Shri.	Shishir K. Diwanji	Member
Shri.	K. Jagannathan	Member

The Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is included in the Directors'' Report and forms an integral part of this Report and is annexed as Annexure III.

35. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS

Energy Conservation continued to be priority area for the Company for effective control on electricity and fuel consumption at all the Units. During the year, further cost savings have been achieved as all the Units of the Company have now switched over with Natural Gas and replacing conventional lighting with LED improved lighting to achieve reduction in power consumption.

The expansion and modernization programme undertaken by the Company at its Kanjari Plant and Vithal Udyog Nagar Unit, Kheda District has been completed in time. The Company continues its efforts in up gradation of systems and equipment, with a view to improving the quality of the products, minimizing manufacturing wastages, cost reduction in terms of better productivity and customer satisfaction through better product performance.

36 ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders.

Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing over all corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

37 CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in Government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

38. ACKNOWLEDGEMENT

Your Directors express their appreciation for the assistance and co-operation received from the Gujarat Cooperative Milk Marketing Federation Limited, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.

On behalf of the Board of Directors

Place : Mumbai UTSAV R. KAPADIA ASHOK B. KULKARNI

Dated : 27th May, 2016 DIRECTOR MANAGING DIRECTOR

(DIN:00034154) (DIN: 1605886)

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Mar 31, 2015

To the Members,

The Directors present the Fifty Second Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

1. FINANCIAL RESULTS 31st March, 2015 31st March, 2014 (Rupees) (Rupees)

Total Revenue from operations (including Excise) 1,59,60,25,733 1,33,24,98,936

Total Revenue from operations (excluding Excise) 1,45,58,34,967 1,21,20,92,425

Other Income 90,83,026 2,86,72,132

Total Revenue 1,46,49,17,993 1,24,07,64,557

Profit before depreciation and tax 10,64,15,147 10,32,91,726

Less : Depreciation 4,64,68,194 2,13,84,632

Profit before tax 5,99,46,953 8,19,07,094

Less : Provision for current tax 1,23,84,000 1,00,00,000

Provision for deferred tax 1,02,18,100 1,44,68,190

Net profit for the year amounts to 3,73,44,853 5,74,38,904

Excess/(Short) provisions for taxes in respect of previous year - (30,82,056)

Balance brought forward from previous year 25,44,91,433 21,55,28,833

The disposable profit for the year amounts to which the Directors 29,18,36,286 26,98,85,681 have decided to appropriate as follows:-

(a) Proposed Dividend 46,10,665 46,10,665

(b) Tax on Proposed Dividend 9,38,732 7,83,583

(c) General Reserve 1,00,00,000 1,00,00,000

Leaving the surplus in Profit and Loss Account 27,62,86,889 25,44,91,433



2. DIVIDEND AND RESERVE

The Directors recommend payment of the following dividend for the year ended 31st March, 2015, which, if approved by the members at the Annual General Meeting to be held on Wednesday, 12th August, 2015, will be paid to those members of the Company who hold Equity Shares in physical form and whose names stand on the Register of Members of the Company as on 6th August, 2015 and to those members who hold their Equity Shares in Demat form and whose names appear on the list of members provided by NSDL/CDSL for that purpose.

A dividend of 50% i.e. Rs.5/- per Equity Share of Rs.10/- each on 9,22,133 Equity Shares of Rs.10/- each aggregating to Rs.46,10,665/-.

The Company has proposed to transfer an amount of Rs. 1,00,00,000/- to the General Reserves. An amount of Rs.27,62,86,889/- is proposed to be retained in the Statement of Profit and Loss

3. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, the unclaimed dividend relating to the financial year ended 31st March, 2008 declared on 18th September, 2008 is due for remittance on 24th October, 2015 to Investor Education and Protection Fund established by the Central Government.

4. SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March, 2015 is Rs.92,21,330/- comprises 922133 shares of Rs.10/- each. During the year under review, the Company has not issued any Shares on Right basis and bonus to the shareholders.

5. REVIEW OF OPERATIONS

Your Company has achieved a total sales turnover of Rs.15,960 lakhs for the year ended 31st March, 2015 as compared to Rs.13,225 lakhs for the previous year - a growth of 21%. The profitability has also shown an improved trend as compared to previous year.

During the year under review, the Company has achieved a sales turnover of Rs.14,661 lakhs of metal cans and its components as compared to Rs.12,275 lakhs in the previous year, thereby registering a growth of 21%. This growth has been achieved mainly due to good mango season leading to better realisation and increase in the dairy demand from Gujarat dairies. The Company has executed export orders worth Rs.901 lakhs of metal cans and its components during the year under review as compared to Rs.589 lakhs in the previous year. This increase in export sales is mainly due to reasonably good demand from Middle East countries.

The Sugar Cone Division has achieved a sales turnover of Rs.1,300 lakhs as compared to Rs.950 lakhs in the previous year - a growth of 37%. This increase in sales turnover of Sugar Cone is due to expansion of production capacity and increase in overall ice-cream demand. As mentioned in the last year's report, the additional third equipment was successfully installed at its Vithal Udyog Nagar Unit, Kheda District and the commercial production was started in the first quarter of the Accounting Year 2014-15. With the installation of the third machine, the production capacity of Sugar Cone Division has become 1500 lakhs of cones per annum.

The mango season for the current year is somewhat affected due to unseasonal climatic condition, mainly in Western parts of India i.e., Gujarat Region and Konkan Region of Maharashtra.

However, the Company is hopeful of overall better performance during the current year.

6. DOMESTIC MARKET AND EXPORTS

The Company is one of the leading and established Company in tin packaging industry in India. The Company is doing aggressive marketing efforts and focusing on quality and uninterrupted supply throughout the year to dairy and food proccessing industries.

Further, the Company has successfully established its presence in export market in Middle East countries. The Directors are positive of the future growth in international market.

(a) Total Foreign Exchange Earned.

Product exports including deemed exports Rs. 987 lakhs

(b) Total Foreign Exchange Used.

Import of tinplate (main raw material), Stores & Spares, Capital Goods etc. Rs. 5,453 lakhs

7. FINANCIAL AND ACCOUNT STATEMENTS

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended 31st March, 2015.

There is no audit qualification in the financial statements by the statutory auditors for the year under review.

8. RATING

The Company has been assigned by ICRA Limited a rating of ICRA BBB for Long term facilities and ICRA A3 Plus for short term facilities.

9. SUBSIDIARIES

Your Company does not have any subsidiary company.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are given in the notes to financial statements.

11. DISCLOSURES UNDER THE COMPANIES ACT, 2013

i) Extract of Annual Return:

Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is annexed as Annexure I.

ii) Number of Board Meetings:

The Board of Directors met four times during the year 2014-15. The details of the board meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, appearing as a separate section in this Annual report.

iii) Composition of Audit Committee

Kaira Can Company Limited has an Audit Committee that currently comprises of three Independent Directors and one Non-Executive Director. The Chairman of the Audit Committee is an Independent Director. The Independent Directors are accomplished professionals from the corporate fields. The Managing Dierctor, Executive Director & CFO and GM (Finance and Accounts) of the Company attend the meetings on invitation. The Company Secretary is the Secretary of the Committee.

During the year ended March 31, 2015 the Committee met four times. The attendance of the members at the meetings is stated below:

Name of Member Status No. of Meetings attended

Shri Kirat M Patel Chairman 4

Shri Shishir K Diwanji Member 4

Smt Amita V Parekh Member 2

Shri Utsav R. Kapadia Member 4

The other details of the Audit Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

iv) Related Party Transactions:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in theordinary course of business. There are no materially significant related party transactions made by the Company with Promoters,Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of theCompany at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approvalof the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. Thetransactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all relatedparty transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www.kairacan.com.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, form AOC-2 is not applicable to the Company.

12. MANAGEMENT OF RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES.

Whistle Blower Policy/ Vigil mechanism

In compliance with the requirement of the Companies Act, 2013 and Listing Agreement guidelines, the Company has established a Whistle Blower Policy /Vigil mechanism Policy and the same is placed on the website of the Company at www.kairacan.com.

The employees of the company are made aware of the said Policy at the time of joining the Company.

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the mandate provided to the internal Auditors. The Internal Audit is entrusted to M/s. Kiran Patel & Co., Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisals of risks and business processes, besides benchmarking controls with best practices in the industry. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee of the Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

14. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all applicable environmental laws and labour laws. The Company has been taking all the necessary measures to protect the environment and maximise worker protection and safety. The Company's policy require conduct of operation in such a manner so as to ensure safety of all concerned, compliance of environmental regulations and preservation of natural resources.

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) 2013 and the rules made thereunder, the Company has constituted Internal Complaints Committee. During the year under review there were no complaints referred to the Committee.

The Company is having status of ISO - 9001-2008 certification, which is internationally recognised for the production, quality control and other qualities. The scope of the certificate is for management system which is in line with the standards of the manufacturing and supply of metal cans and components.

15. EMPLOYEES' STOCK OPTION PLAN

Your Company has not provided to any employee stock options.

16. DIRECTORS

The Board consists of Executive and Non-Executive Directors, including Independent Directors, who have wide and varied experience in different discipline of corporate functioning. During the year under review, nominee of the Gujarat Co-operative Milk Marketing Federation Ltd (GCMMF) Shri. R. S.Sodhi and Shri. Jayen Mehta have resigned from the board with effect from 20th December, 2014. The Board of Directors placed on record the appreciation for the valuable services and guidance rendered by them in their capacity as Directors of the Company.

Gujarat Co-operative Milk Marketing Federation Ltd (GCMMF) have appointed Shri.Kishorsinh M. Jhala and Shri. Pavan Kumar Singh as Nominee Directors of GCMMF. with effect from 20th December, 2014. They are appointed as Additional Directors on the Board upto the ensuing Annual General Meeting. The Company has received notice in writing from a member, signifying their candidature for the office of Directors of the Company. The Board recommend approval for their appointment.

The Company has received a notice from a shareholder, proposing the name of Shri. Laxman Deepak Vaidya to be appointed as an Independent Director at the ensuing Annual General Meeting. Shri. Laxman Deepak Vaidya has more than 15 years rich experience in the field of finance.

In accordance with the provisions of the Companies Act, 2013 and the Companies Articles of Association, Shri. Premal N. Kapadia, retires by rotation and being eligible offers himself for re-election.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director under the provisions of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement. The Board confirms that the said Independent Directors meet the criteria as laid down under the Companies Act, 2013 as well as the Clause 49 of the Listing Agreement.

Your Directors proposed to appoint Shri. Laxman Deepak Vaidya as an Independent Director of the Company to hold the office of Directors for five years from the date of this Annual General Meeting.

18. EVALUTION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act, 2013, and Clause 49 of the Listing Agreement, the performance evaluation of the Board as a whole and of the Individual Directors was carried out during the year under review. With the help of a structured questionnaire which was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning, 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, on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The Directors expressed satisfaction with the evaluation process.

19. KEY MANAGERIAL PERSONNEL

During the year under review, the following are the Key Managerial Personnel of the Company :

Sr. Name of the Key Managerial Personnel Designation No

1 Shri. Ashok B. Kulkarni Managing Director

2 Shri. K. Jagannathan Executive Director & Chief Financial Officer

3 Shri. Hiten P. Vanjara Company Secretary

20. PARTICULARS OF THE MANAGERIAL REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

21. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy is explained in the Corporate Governance Report.

22. STATUTORY AUDIT

The Auditors M/s. Kalyaniwalla and Mistry, Chartered Accountants, who are statutory auditors of the Company hold office upto the ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Kalyaniwalla and Mistry that their appointment, if made, would be in conformity with the limits specified in the said Section.

23. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Messrs V. Sundaram & Co., a firm of Company Secretaries in Practice (C.PNo.3373) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included in the Directors' Report and forms an integral part of this Report and is annexed as Annexure II.

24. COST AUDIT

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to Can Division.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s PD. Modh & Associates as Cost Auditor to audit the cost accounts of the Company for the financial year 2015-16 As required under the Companies Act, 2013, a resolution seeking member's approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General meeting.

25. BUSINESS RISK MANAGEMENT

Pursuant to Clause 49 of the Listing Agreement, the Company has laid down a framework to inform the Board about the particulars of risk assessment and minimisation procedures. These procedures are reviewed by the Board annually to ensure that executive management controls risk through the mechanism of a properly defined framework.

The Company has a robust Business Risk Management framework to identify, evaluate, access business risks and their impact thereupon. The key business risk elements identified by the Company and bifurcated under different Heads are as under:

I. Operations : This head includes risk elements such as non-availability of labour, labour unrest, non- availability of power, non-availability of water, breakdown, non-availability of competent personnel, pollution control, legal compliance, safety, logistics / transport, machinery spares and equipment issues, etc.

II. Raw Materials : This head covers cost of raw materials, non-availability of raw materials, etc.

III. Financial : This head covers risk elements such as dwindling financial ratios, foreign exchnage fluctuations, drop in credit rating, investor relations, fraud, inadequate insurance, etc.

IV. Market : This head includes risk elements such as price of finished products, demand supply mismatch, substitute products, bad debts, service / product complaints, brand image, etc.

26. INSURANCE

The Assets of the Company are adequately insured against the loss of fire, riots, earthquake, etc. and other risks which considered necessary by the Management.

27. DEPOSITS

As per the Companies Act, 2013, your Company is not falling under eligible company for accepting deposits from the public. Accordingly, the Company has discontinued its Fixed Deposit Scheme since 31st March, 2014. However, the Company is eligible to accept fixed deposits within the prescribed limits from the members.

The Company has been assigned a rating of MA- (MA minus) by ICRA Ltd for its Fixed Deposit scheme, for the members.

28. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(C), the Board confirm and submit the Directors' Responsibility Statement :-

a) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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 and loss of the company for that period;

c) the Directors had 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;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the year under review, relations between the employees and the management remained satisfactory at all the units of the Company. The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

The Company is committed to nurturing, enhancing and retaining top talent through learning and organizational development as a part of human resource development function.

None of the employee is drawing salary in excess of the limits prescribed by the Companies Act, 2013 and rules made thereunder, which needs to be disclosed in the Directors' Report.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations.

31. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Your Company is committed to good Corporate Governance practices and following to the guidelines prescribed by the SEBI and BSE Ltd from time to time. As per Clause 49 of the Listing Agreement with the Stock Exchange, the Company has implemented various provisions relating to Corporate Governance, a separate section on corporate governance practices, followed by the Company, and Management discussion and analysis together with a certificate from the Company Secretary in practice confirming compliances, is set out in the Annexure forming part of this Report.

32. CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to discharging its social responsibility as a good corporate citizen.

The Company has identified initiative to promote preventive health care by joining hands with Jivan Jyoti Trust which runs Kalikund Parshwanath General Hospital, Dholka, near Anand and Kanjari in Gujarat. The Board provide a brief outline of the company's CSR policy including the statement of intent reflecting the ethos of the company, broad areas of CSR interest and an overview of activities proposed to be undertaken. The CSR policy has been hosted on the website of the Company.

The CSR Committee consists of the following members :

Name of the Member Designation

Shri. Premal N. Kapadia Chairman of the Committee

Shri. Shishir K. Diwanji Member

Shri. K. Jagannathan Member

The Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is included in the Directors' Report and forms an integral part of this Report and is annexed as Annexure III.

33. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS

Energy Conservation continued to be priority area for the Company for effective control on electricity and fuel consumption at all the Units. During the year, further cost savings have been achieved as all the Units of the Company have now switched over with Natural Gas.

The expansion and modernisation programme undertaken by the Company at its Kanjari Plant and Vithal Udyog Nagar Unit, Kheda District has been completed in time. The Company continues its efforts in upgradation of systems and equipment, with a view to improving the quality of the products, minimising manufacturing wastages, cost reduction in terms of better productivity and customer satisfaction through better product performance.

34. ACKNOWLEDGEMENT

Your Directors express their appreciation for the assistance and co-operation received from the Gujarat Co- operative Milk Marketing Federation Limited, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.

On behalf of the Board of Directors

Place : Mumbai SHISHIR K. DIWANJI Dated : 26th May, 2015 CHAIRMAN (DIN: 00087529)

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Mar 31, 2014

TO THE MEMBERS,

The Directors present the Fifty First Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

31st March, 2014 31st March, 2013 (Rupees) (Rupees) profit from Manufacturing Operations & Job work 8,19,07,094 6,34,57,745 profit on sale of Investments in Subsidiary Company -- 19,50,50,000 profit before tax 8,19,07,094 25,85,07,745 Less : Provision for current tax 1,00,00,000 5,76,00,000 Provision for deferred tax 1,44,68,190 14,92,000 Net profit for the year amounts to 5,74,38,905 19,94,15,745 Excess/(Short) provisions for taxes in respect of previous year (30,82,056) (29,80,404) Balance brought forward from previous year 21,55,28,833 5,44,87,740 The disposable profit for the year amounts to which the Directors 26,98,85,681 25,09,23,081 have decided to appropriate as follows:-

(a) Proposed Dividend 46,10,665 46,10,665 (b) Tax on Proposed Dividend 7,83,583 7,83,583 (c) General Reserve 1,00,00,000 3,00,00,000 Leaving the surplus in profit and Loss Account 25,44,91,433 21,55,28,833

2. DIVIDEND

The Directors recommend payment of the following dividend for the year ended 31st March, 2014, which, if approved by the members at the Annual General Meeting to be held on 1st August, 2014, will be paid to those members of the Company who hold Equity Shares in physical form and whose names stand on the Register of Members of the Company as on 1st August, 2014 and to those members who hold their Equity Shares in Demat form and whose names appear on the list of members provided by NSDL/CDSL for that purpose.

A dividend @ 50% on 9,22,133 Equity Shares of Rs.10 /- each…….Rs. 46,10,665.

3. REVIEW OF OPERATIONS

Your Company has achieved a total sales turnover of Rs.13,225 lakhs for the Year Ended 31st March, 2014, as compared to Rs.12,689 lakhs for the previous year - a moderate growth of 5%. As mentioned in the last year''s Report, the Company has closed down the operations of Milk and Milk Products Division (MMPD) Plant at Vashi on 30th June, 2013, which has restricted the overall growth in sales turnover to some extent. However, the profitability has improved as compared to previous year.

During the year under review, the Company has achieved a sales turnover of Rs. 12,275 lakhs of metal cans and components as compared to Rs.11,397 lakhs in the previous year, thereby registering a grown of 8%. This growth is attributed mainly to good mango season leading to better realization and increase in the demand from Gujarat dairies. The Company is also supplying favoured milk cans and condensed milk cans to dairies in Gujajrat on regular basis. The Company could only execute export orders worth Rs.589 lakhs of metal cans and its components during the year under review as compared to Rs.724 lakhs in the previous year. This drop in export sales is mainly due to market instability prevailing in the Middle East countries.

As mentioned earlier, the Company has closed down the operations of MMPD on 30th June, 2013. This Division has achieved job-work earnings of Rs.100 lakhs during 3 months from April to June, 2013. The Company has settled and paid all the legal dues to the employees. The Company has also sold all the machinery.

The Sugar Cone Division has achieved a sales turnover of Rs.950 lakhs as compared to Rs. 606 lakhs for the previous year - a growth of 57%. As mentioned in the last year''s Report, the additional second equipment was installed at its Vitthal Udyog Nagar Unit, Kheda Dist. and the commercial production had commenced in the 3rd quarter of the accounting year 2012-13. As demand for Sugar Cones for filling Ice-Cream continues to be increasing, the Company had placed order for the third imported equipment, which has already arrived and under installation. With the installation of the third machine, the production capacity of Sugar Cone Division will become 1,500 lakhs of Cones per annum, which will fully take care of the requirements of dairies in Gujarat and other Ice-cream manufacturers.

In the year 2011, the Company had undertaken modernization and expansion of Kanjari Plant. The work of installation of Oven as well as the imported Printing and Coating Line was completed and commissioned in the 3rd quarter of 2011-12. Thereafter, the Company placed order for new Soudronic Body Maker. The Body Maker has arrived and installed. The commercial production has started in the month of April, 2014.

The Company is hopeful of better performance during the current year in view of good demand for OTS Cans due to favourable mango crop and increase in the dairy demand from Gujarat.

4. EXPORTS

During the year under review, the Company has achieved export earnings to the tune of Rs. 589 lakhs from export of metal containers and components.

5. (a) Total Foreign Exchange Earned.

Product exports including deemed exports Rs. 725 lakhs

(b) Total Foreign Exchange Used.

Import of tinplate (main raw material), Stores & Spares, Capital Goods, etc. Rs. 5,339 lakhs

6. CONSERVATION OF ENERGY

Your Company continues to give priority to the Conservation of Energy. All aspects of generation and usage are regularly reviewed. The Company has undertaken various measures in rationalisation of electric motors, driving gears, etc., such as (a) periodic checking and monitoring of electrical load of all motors and repairing the defective ones (b) regular inspection and maintenance of power generating equipment for achieving maximum effciency (c) cost saving as all the Units of the Company have switched over with Natural Gas.

7. TECHNOLOGY ABSORPTION

The Company continues its efforts in upgradation of systems and equipment with a view to improving the quality of the products, minimizing manufacturing wastages, cost reduction in terms of better production and customer satisfaction through better product performance. The Company has installed state of the art 3 Piece welded can making line from Soudronic AG, Switzerland consisting of Cepak automatic Duplex Slitter with sheet feeder and high speed automatic side seam welder SOUCAN 650 to produce cans @ 400 cpm. The line is equipped with weld monitor with both Powder and Liquid stripe application unit. The line further consists of German CANTEC Combination machine, where spin fanging, beading and seaming takes place in one unit. Cans are then palletized on automatic MECTRA Italy Palletizer, which ensures untouched hygienic automatic palletizing, strapping, wrapping of the cans as against age old carton packing.

8. PUBLIC DEPOSITS

As per the Companies Act, 2013, your Company is not falling under the Net worth or Turnover criteria prescribed under Companies (Acceptance of Deposits) Rules, 2014, for accepting deposits from the public. Accordingly the Company will repay the existing deposits along with interest on 31st March 2015 or on date of maturity whichever is earlier.

However, Board of Directors recommend to accept deposits within prescribed limits from the members.

9. DIRECTORS

In accordance with the provisions of the Companies Act, 2013 (erstwhile-1956) and the Company''s Articles of Association, Shri Utsav R. Kapadia and Shri Nanak G. Sheth retire by rotation and being eligible, offer themselves for re-election.

Under the Article 118 of the Articles of the Association of the Company, your Board has appointed Shri Kirat M. Patel, Executive Director of Alkyl Amines Chemicals Limited as an Additional Director on 8th August, 2013. Shri. Kirat M. Patel has more than 35 years rich experience in finance and operations. Your Board has also appointed Shri Shishir K. Diwanji, one of the leading Solicitors and Advocates in Mumbai as an Additional Director on 12th November, 2013. Shri Diwanji is having more than 45 years of rich experience in advising Corporates in Corporate Laws, Legal Documentation and Litigation matters. Shri Patel and Shri Diwanji hold the office upto the ensuing Annual General Meeting and they will be appointed as Independent Directors on the Board of the Company.

The Board of Directors at their meeting held on 23rd May, 2014, has now appointed Shri.Shishir K. Diwanji as Chairman of the Company.

The Company has received a Notice from a shareholder, proposing the name of Smt. Amita V. Parekh to be appointed as a Woman / Independent Director at the ensuing Annual General Meeting. Smt. Amita V. Parekh has more than 30 years of rich experience in retail Banking and Finance.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956 :

(i) that in the preparation of the annual accounts for the year ended on 31st March, 2014, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

(ii) that such accounting policies as mentioned in notes to the financial statements have been selected and applied consistently and judgements and estimates that are reasonable and prudent made so as to give a fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2014 and of the profit of the Company for that year.

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the annual accounts for the year ended on 31st March, 2014, have been prepared on a going concern basis.

11. PERSONNEL

During the year under review, relations between the employees and the management remained satisfactory at all the units of the Company.

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not given since the remunerations paid to employees during the financial year 2013-14 were below the limits prescribed by the amended Companies (Particulars of Employees) Rules, 1975.

12. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchange, the Company has implemented various provisions relating to Corporate Governance, a separate section on corporate governance practices, followed by the Company, together with a certifcate from the Company Secretary in practice confirming compliance, is set out in the Annexure forming part of this Report.

13. CORPORATE SOCIAL RESPONSIBILITIES

Your Company recognises the fact that, beyond the day-to-day conduct of its business, as a responsible corporate citizen, it has to discharge its duties towards the larger society in which it operates.

The Company has also constituted CSR Committee, consisting of Shri Premal N. Kapadia, Shri Shishir K. Diwanji and Shri K. Jagannathan. The core areas identified by your Company and CSR Committee in order to improve the society are Promoting Education, Health Care, Women Empowerment and ensuring Environmental sustainability

14. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management personnel, which is available on the Company''s website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

15. INSURANCE

The Properties and Assets of the Company are adequately insured.

16. AUDITORS

The Auditors M/s. Kalyaniwalla and Mistry, Chartered Accountants, who are statutory auditors of the Company hold office upto the ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2014-15. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Kalyaniwalla and Mistry that their appointment, if made, would be in conformity within the prescribed limit specified in the said Section.

17 DIRECTORS RESPONSE TO REMARKS IN AUDITOR''S REPORT

"The Company did not have an internal audit system during the year"

In the opinion of the Management, there are adequate internal control system and procedures commensurate with the size of the Company and nature of its business. The Company is in the process of appointing Internal Auditors.

18. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Gujarat Co-operative Milk Marketing Federation Limited, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.

On behalf of the Board of Directors,

Place : Mumbai SHISHIR K DIWANJI Dated : 23rd May, 2014 CHAIRMAN

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Mar 31, 2013

TO THE MEMBERS,

In this Golden Jubilee year, we feel proud to salute the two visionaries who were instrumental in establishing KAIRA CAN in the field of Packaging in the year 1962. Firstly, the late Dr. V. Kurien who created a history of White Revolution in India under the well known Brand "AMUL" and secondly, the late Shri H.N. Kapadia, an entrepreneur in metal can manufacturing industry and later, Chairman of Indian Institute of Packaging.

The Directors present the Fiftieth and the Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS 31st March, 2013 31st March, 2012 (Rupees) (Rupees)

Profit from Manufacturing Operations & Job work 6,34,57,745 4,47,91,039

Profit on sale of Investment in Subsidiary Company 19,50,50,000 -

Profit before tax 25,85,07,745 4,47,91,039

Less : Provision for current tax 5,76,00,000 1,14,00,000

Provision for deferred tax 14,92,000 38,99,455

Net profit for the year amounts to 19,94,15,745 2,94,91,584

Excess/(Short) provisions for taxes in respect of previous year (29,80,404) -

Balance brought forward from previous year 5,44,87,740 3,76,75,472

The disposable profit for the year amounts to 25,09,23,081 6,71,67,056 which the Directors have decided to appropriate as follows:-

(a) Proposed Dividend 46,10,665 23,05,333

(b) Tax on Proposed Dividend 7,83,583 3,73,983

(c) General Reserve 3,00,00,000 1,00,00,000

Leaving the surplus in Profit and Loss Account 21,55,28,833 5,44,87,740

2. DIVIDEND

The Directors recommend payment of the following dividend for the year ended 31st March, 2013, which, if approved by the members at the Annual General Meeting to be held on 12th July, 2013, will be paid to those members of the Company who hold Equity Shares in physical form and whose names stand on the Register of Members of the Company as on 12th July, 2013 and to those members who hold their Equity Shares in Demat form and whose names appear on the list of members provided by NSDL/CDSL for that purpose.

A dividend @ 50% on 9,22,133 Equity Shares of Rs. 10 /- each...................................Rs. 46,10,665. (which includes a special dividend @ 25% on the occasion of Golden Jubilee year of the Company)

3. REVIEW OF OPERATIONS

Your Company posted a better performance by achieving higher sales volume of Rs.12,689 lakhs for the year under review, as compared to Rs.11,724 lakhs in the previous year - a growth of 8%. The profitability has also shown an improved trend as compared to previous year. A profit from sale of investment of Rs.19,50,50,000/-, is from the disposal of the Company''s investment in PUMA Properties Limited and hence the said Company has ceased to be a wholly owned Subsidiary of our Company. It is pertinent to mention that the said profit is being utilised by your Company for the expansion programme undertaken at its Kanjari Unit.

During the year under review, the Company has achieved a turnover of Rs.11,397 lakhs of metal cans and its components as compared to Rs.10,588 lakhs in the previous year, thereby registering a growth of 8%, consequent upon good mango season leading to better realisation and increase in the dairy demand from Gujarat Co-operative Milk Marketing Federation Limited (GCMMF). The Company could only execute export orders worth Rs.724 lakhs of metal cans and its components during the year under review as compared to Rs.1,189 lakhs in the previous year. This huge drop in export sales is mainly due to financial crisis prevailing in European countries, which affected our exports to Middle East countries.

The Milk and Milk Products Division (MMPD) has achieved job-work earnings to the tune of Rs.685 lakhs during the year ended 31st March, 2013 as compared to Rs.662 lakhs in the previous year. Kaira District Co-operative Milk Producers'' Union Limited (Amul Dairy) has established a new Dairy Plant at Virar with a processing capacity of about 10 lakh litres of milk per day under the brand name Amul. This plant is fully automatic and state-of-the-art modern plant. GCMMF has already informed us that the milk being given to Kaira Can for processing and packing will be gradually reduced by transferring milk to their new Dairy Plant at Virar. In view of this development, the Company''s operations of processing and packing of milk at Vashi Plant has become uneconomical and unviable. Hence, subsequent to the closure of accounting year 2012-13, the Company has decided to close the operations at Vashi plant by 30th June, 2013. It is important to mention that at the behest of the late Dr. V. Kurien, your Company had embarked on to a business of processing, packing and distribution of Amul Milk in Mumbai in December, 1992, which was highly appreciated by GCMMF.

The Sugar Cone Division has achieved a sales turnover of Rs.606 lakhs as compared to Rs.474 lakhs in the previous year - a growth of 28%. We feel happy to inform you that the expansion programme of Sugar Cone Division undertaken by the Company at its Vitthal Udyog Nagar Unit, Kheda District has been completed in time. The construction of additional shed has been completed and a new imported equipment has been installed in this new shed and the commercial production has already commenced in the third quarter of the year under review. With the installation of the second machine, the production capacity of Sugar Cone Division has become more than double.

As mentioned in the last year''s Report, the Company has already installed and commissioned the new imported Printing and Coating Line at Kanjari Unit. As the demand for tin containers continues to be increasing, the Company has undertaken a further expansion of its Kanjari Plant. The Company has already placed the order for new imported Body Maker, which will be installed and the commercial production is expected to commence in the third quarter of the current year.

The Company is hopeful of better performance during the current year.

4. EXPORTS

During the year under review, the Company has achieved export earnings to the tune of Rs. 724 lakhs from export of metal containers and components.

5. (a) Total Foreign Exchange Earned.

Product exports including deemed exports Rs. 843 lakhs

(b) Total Foreign Exchange Used.

Import of tinplate (main raw material), Stores & Spares, Rs. 4,054 lakhs Capital Goods, etc.

6. CONSERVATION OF ENERGY

Conservation of Energy has been receiving constant attention and measures are being taken for effective control on electricity and fuel consumption at all the Units. As mentioned in the last year''s Report, cost savings have been achieved as all the Units of the Company have now switched over with Natural Gas.

7. TECHNOLOGY ABSORPTION

The Company continues its efforts in upgradation of systems and equipment with a view to improving the quality of the products, minimising manufacturing wastages, cost reduction in terms of better productivity and customer satisfaction through better product performance. The expansion programme of Sugar Cone Division undertaken by the Company at its Vitthal Udyog Nagar Unit, Kheda District has been completed in time. The construction of additional shed has been completed and a new imported equipment has been installed in this new shed and the commercial production has already commenced in the third quarter of the year under review. With the installation of the second machine, the production capacity of Sugar Cone Division has become more than double. The Company has undertaken further expansion at its Kanjari Plant. The Company has already placed the order for new imported Body Maker, which will be installed and the commercial production is expected to commence in the third quarter of the current year.

8. PUBLIC DEPOSITS

At the end of the financial year, there were two depositors whose deposits were not claimed by them or for which disposal instructions had also not been received though the repayment had fallen due and the total amount involved in such deposits were Rs. 50,000/- 9. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Shri Premal N. Kapadia and Shri R. S Sodhi retire by rotation and being eligible, offer themselves for re-election.

The Board have further re-appointed Shri Ashok B Kulkarni as the Managing Director and Shri K Jagannathan as the Executive Director of the Company for a period of three years with effect from 1st July, 2013. At the ensuing Annual General Meeting, the requisite Resolutions for the said appointments are being placed before the members for their approval.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956 :

(i) that in the preparation of the annual accounts for the year ended on 31st March, 2013, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

(ii) that such accounting policies as mentioned in notes to the financial statements have been selected and applied consistently and judgements and estimates that are reasonable and prudent made so as to give a fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2013 and of the profit of the Company for that year.

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the annual accounts for the year ended on 31st March, 2013, have been prepared on a going concern basis.

11. PERSONNEL

During the year under review, relations between the employees and the management remained satisfactory at all the units of the Company.

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not given since the remunerations paid to employees during the financial year 2012-13 were below the limits prescribed by the amended Companies (Particulars of Employees) Rules, 1975.

12. AUDITORS

The Auditors M/s. Kalyaniwalla and Mistry, Chartered Accountants, retire at the end of the ensuing Annual General Meeting and it is proposed that they be re-appointed. The Company has received a Certificate from them to the effect that their appointment, if made, will be within the prescribed limit under Section 224 (1-B) of the Companies Act, 1956.

13. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Gujarat Co-operative Milk Marketing Federation Limited, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.

On behalf of the Board of Directors,

Place : Mumbai PREMAL N. KAPADIA Dated : 23rd May, 2013 Chairman

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Mar 31, 2012

The Directors present the forty-nineth Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS 31st March, 2012 31st March, 2011 (Rupees) (Rupees)

Profit from Manufacturing Operations & Job work 4,47,91,039 3,82,73,221

Profit before tax 4,47,91,039 3,82,73,221

Less : Provision for current tax 1,14,00,000 2,70,00,000 Provision for deferred tax 38,99,455 (54,73,570)

Net profit for the year amounts to 2,94,91,584 1,67,46,791

Balance brought forward from previous year 3,76,75,472 3,36,07,997

The disposable profit for the year amounts to 6,71,67,056 5,03,54,788 which the Directors have decided to appropriate as follows:-

(a) Proposed Dividend 23,05,333 23,05,333

(b) Tax on Proposed Dividend 3,73,983 3,73,983

(c) General Reserve 1,00,00,000 1,00,00,000

Leaving the surplus in Profit and Loss Account 5,44,87,740 3,76,75,472

2. DIVIDEND

The Directors recommend payment of the following dividend for the year ended 31st March, 2012, which, if approved by the members at the Annual General Meeting to be held on 12th July, 2012, will be paid to those members of the Company who hold Equity Shares in physical form and whose names stand on the Register of Members of the Company as on 12th July, 2012 and to those members who hold their Equity Shares in Demat form and whose names appear on the list of members provided by NSDL/CDSL for that purpose.

A dividend @ 25% on 9,22,133 Equity Shares of Rs. 10 /- each ..... Rs. 23,05,333.

3. REVIEW OF OPERATIONS

The Company has achieved a total sales turnover of Rs.11,724 lakhs for the year ended 31st March, 2012 as compared to Rs.11,850 lakhs for the previous year - a drop of 1%. The decline is attributed mainly to two factors. Firstly, the sales of OTS cans were affected due to poor mango season in Western part of India, i.e., Gujarat region and Kokan region of Maharashtra. Secondly, our exports of metal components to Middle East countries were substantially reduced due to prevailing economic conditions there.

As a result of the above, the Company could achieve a turnover of Rs.10,588 lakhs of metal cans and its components during the year under review as compared to Rs.10,791 lakhs for the previous year - a reduction of 2%. The Company could only execute export orders worth Rs.1,189 lakhs of metal cans and its components during the year under review as compared to Rs.1,517 lakhs for the previous year, a drop of 22%.

However, the profitability has shown an improved trend as compared to previous year. This growth is mainly due to two reasons, firstly on account of higher job-work earnings of the Milk and Milk Products Division (MMPD) and secondly due to sale of four small tenements owned by the Company at Mehsana, as a result of closing the said Unit last year.

The work of installation of the Oven at Kanjari Unit was completed in October, 2011. The work of installation of the new imported Printing and Coating Line at Kanjari Unit was also completed in October, 2011. As the Printing and Coating Machinery was installed and commissioned in the third quarter of 2011 - 12, it would enable the Company to compete more effectively in the OTS market and also tap the export market.

The Milk and Milk Products Division has achieved job-work earnings to the tune of Rs.662 lakhs during the year ended 31st March, 2012 as compared to Rs.603 lakhs for the previous year - a growth of 10%.

The Sugar Cone Division has achieved a sales turnover of Rs.474 lakhs as compared to Rs.456 lakhs for the previous year. As the demand for Sugar Cones for filling ice-cream continues to be increasing, the Company has undertaken an expansion of its Vitthal Udyog Nagar Unit, Kheda District. The construction of additional shed will be completed in the third quarter of the current financial year. The Company has already placed the order for new imported equipment which will be installed in the new shed and the commercial production is expected to commence in the third quarter of the current year.

The Company is hopeful of better performance during the current year.

4. EXPORTS

During the year under review, the Company has achieved export earnings to the tune of Rs. 1,189 lakhs from export of metal containers and components.

5. (a) Total Foreign Exchange Earned.

Product exports including deemed exports Rs. 1,304 lakhs

(b) Total Foreign Exchange Used.

Import of tinplate (main raw material), Stores & Spares, Rs. 4,573 lakhs Capital Goods, etc.

6. CONSERVATION OF ENERGY

Energy conservation continued to be priority area for the Company for effective control on electricity and fuel consumption at all the Units. During the year, further cost savings have been achieved in switching over of LPG with Natural Gas at our Kanjari Unit. All the Units of the Company have now switched over with Natural Gas.

7. TECHNOLOGY ABSORPTION

The Company continues its efforts in upgradation of systems and equipment with a view to improving the quality of its products, minimizing manufacturing wastages, cost reduction in terms of better productivity and customer satisfaction through better product performance. As mentioned in the last year's report, the Company has already installed and commissioned the new imported Printing and Coating Line at Kanjari Unit. As demands for Sugar Cones for filling ice-cream continues to be increasing, the Company has undertaken an expansion of its Vitthal Udyog Nagar Unit, Kheda District. The construction of additional shed and the installation of the new imported equipment is expected to be completed in the third quarter of the current year.

8. PUBLIC DEPOSITS

At the end of the financial year, there were five depositors whose deposits were not claimed by them or for which disposal instructions had also not been received though the repayment had fallen due and the total amount involved in such deposits were Rs. 1,25,000/-.

9. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Shri N. G. Sheth and Shri Jayen Mehta retire by rotation and being eligible, offers themselves for re-election.

10. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has its wholly owned Subsidiary, namely PUMA Properties Limited. The results of PUMA Properties Limited are attached to the Annual Report along with Statement specified in Section 212 of the Companies Act, 1956. The Company is also presenting its Audited Consolidated Financial Statements, which form part of the Annual Report, in compliance with the accounting standards.

11. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956 :

(i) that in the preparation of the annual accounts for the year ended on 31st March, 2012, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

(ii) that such accounting policies as mentioned in notes to the financial statements have been selected and applied consistently and judgements and estimates that are reasonable and prudent made so as to give a fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2012 and of the profit of the Company for that year.

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the annual accounts for the year ended on 31st March, 2012, have been prepared on a going concern basis.

12. PERSONNEL

During the year under review, relations between the employees and the management remained satisfactory at all the units of the Company.

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not given since the remunerations paid to employees during the financial year 2011-12 were below the limits prescribed by the amended Companies (Particulars of Employees) Rules, 1975.

13. AUDITORS

The Auditors M/s. Kalyaniwalla and Mistry, Chartered Accountants, retire at the end of the ensuing Annual General Meeting and it is proposed that they be re-appointed. The Company has received a Certificate from them to the effect that their appointment, if made, will be within the prescribed limit under Section 224 (1-B) of the Companies Act, 1956.

14. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Gujarat Co-operative Milk Marketing Federation Limited, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.



On behalf of the Board of Directors,

Place : Mumbai PREMAL N. KAPADIA

Dated : 28th May, 2012 Chairman

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Mar 31, 2011

The Directors present the forty-eighth Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2011.

1. FINANCIAL RESULTS

31st March, 2011 31st March, 2010

(Rupees) (Rupees)

Profit from Manufacturing Operations & Job work 3,82,73,221 1,96,58,051

Profit from transfer of Asset to Subsidiary - 2,95,78,482

Profit before tax 3,82,73,221 4,92,36,533

Less : Provision for current tax 2,70,00,000 1,40,01,000

Provision for deferred tax (54,73,570) (51,97,309)

Net Profit for the year amounts to 1,67,46,791 4,04,32,842

Excess/(Short) provision for taxes in respect of previous years - (1,340)

Balance brought forward from previous year 3,36,07,997 58,64,718

The disposable Profit for the year amounts to which the Directors have decided to appropriate as follows:- 5,03,54,788 4,62,96,220

(a) Proposed Dividend 23,05,333 23,05,333

(b) Tax on Proposed Dividend 3,73,983 3,82,890

(c) General Reserve 1,00,00,000 1,00,00,000

Leaving the surplus in Profit and Loss Account 3,76,75,472 3,36,07,997

2. DIVIDENED

The Directors recommend payment of the following dividend for the year ended 31st March, 2011, which, if approved by the members at the Annual General Meeting to be held on 13th July, 2011, will be paid to those members of the Company who hold Equity Shares in physical form and whose names stand on the Register of Members of the Company as on 13th July, 2011 and to those members who hold their Equity Shares in Demat form and whose names appear on the list of members provided by NSDL/CDSL for that purpose.

A dividend @ 25% on 9,22,133 Equity Shares of Rs. 10 /- each ... Rs. 23,05,333/-.

3. REVIEW OF OPERATIONS

Your Company continued to post a better performance by achieving higher sales volume of Rs.11,850 lakhs for the year under review as compared to Rs.10,602 lakhs in the previous year – a growth of 12%. The Profitability has also shown an improved trend as compared to previous year.

During the year under review, the Company has achieved a turnover of Rs.10,791 lakhs of metal cans and its components as compared to Rs.9,326 lakhs in the previous year, thereby registering a growth of 16%, consequent upon improved volume of sales to GCMMF as well as export business. The Company executed export orders worth Rs.1,517 lakhs of metal cans and components as against Rs.1,207 lakhs in the previous year - a growth of 26%.

The prospects for OTS business and exports seem to be reasonably favourable which would lead to an improved contribution during the current year.

The Milk and Milk Products Division has achieved job-work earnings to the tune of Rs.603 lakhs during the year ended 31st March, 2011 as compared to Rs.511 lakhs for the previous year – a growth of 18%.

Sugar Cone Division has achieved a sales turnover of Rs.456 lakhs as compared to Rs.425 lakhs for the previous year.

Your Company has undertaken the consolidation and modernization of Kanjari Plant, which is under progress. Consequently, the Company has closed its operations at Mehsana Unit, which was in rented premises and shifted the machinery and installed it in our own premises at Kanjari Unit. The Company will be installing very shortly new imported Printing and Coating Line at Kanjari Unit. The work of installing the Oven is already under progress and will be completed by early June, 2011. The Printing and Coating Machinery will be installed by early August, 2011 and is expected to be commissioned by end August, 2011. This would enable the Company to compete more effectively in the OTS market and aggressively tap the export market.

The Company is hopeful of further improving the performance during the current year through economical usage of raw material mix and budgetary control as cost reduction measures together with efficient monitoring of working capital.

4. EXPORTS

During the year under review, the Company has achieved export earnings to the tune of Rs. 1,517 lakhs from export of metal containers and components.

5. (a) Total Foreign Exchange Earned.

Product exports including deemed exports Rs. 1,610 lakhs

(b) Total Foreign Exchange Used.

Import of tinplate (main raw material), Stores & Spares, Capital Goods etc. Rs. 4,191 lakhs

6. CONSERVATION OF ENERGY

Conservation of Energy has been receiving constant attention and measures are being taken for effective control on electricity and fuel consumption at all the Units. During the year, cost savings have been achieved in switching over of LPG with Natural Gas at our Anand Unit. The ventilation has been vastly improved by fixing more Turbo Ventilators in the old shed at our Kanjari Unit. In the new shed being constructed at Kanjari Unit, we have put insulated roofng, which will have the effect of lowering the temperature and improving working environment. We have also installed chiller plant adjacent to the bodymaker, which will improve the energy effciency.

7. TECHNOLOGY ABSORPTION

The Company continues its efforts in upgradation of systems and equipment with a view to improving the quality of its products, minimizing manufacturing wastages, cost reduction in terms of better productivity and customer satisfaction through better product performance. As mentioned in the last years report, the Company is under process of installing new printing / coating machine and oven at our Kanjari Unit and is expected to complete the work soon.

8. PUBLIC DEPOSITS

At the end of the financial year, there were eleven depositors whose deposits were not claimed by them or for which disposal instructions had also not been received though the repayment had fallen due and the total amount involved in such deposits was Rs. 4,25,000/-. Since then, eight deposits amounting Rs. 3,50,000/- have been renewed and three deposits amounting to Rs. 75,000/- remain unclaimed.

9. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Shri P. N. Kapadia and Shri U. R. Kapadia retire by rotation and being eligible, offers themselves for re-election.

Under Article 118 of the Articles of the Association of the company, your Board of Directors have appointed Shri R.S. Sodhi, Managing Director of the Gujarat Co-operative Milk Marketing Federation Limited (GCMMF), as an Additional Director on 10th February, 2011, to fll in the vacancy caused by the resignation of Shri B.M. Vyas. Shri Sodhi has more than 29 years of rich experience in Marketing and Sales function with GCMMF. Pursuant to the provisions of Section 260 of the Companies Act, 1956, Shri R.S. Sodhi, will hold offce upto the date of the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Company has received a notice from a Member intimating his intention to propose Shri R.S. Sodhi, as a Director of the Company.

10. SUBSIDIARY COMPANY AnD CONSOLIDATED FINANCIAL STATEMENTS

The Company has its wholly owned Subsidiary, namely PUMA Properties Limited. The results of PUMA Properties Limited are attached to the Annual Report along with Statement specifed in Section 212 of the Companies Act, 1956. The Company is also presenting its Audited Consolidated Financial Statements, which form part of the Annual Report, in compliance with the accounting standards.

11. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956 :

(i) that in the preparation of the annual accounts for the year ended on 31st March, 2011, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

(ii) that such accounting policies as mentioned in notes to the financial statements have been selected and applied consistently and judgements and estimates that are reasonable and prudent made so as to give a fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2011 and of the Profit of the Company for that year.

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the annual accounts for the year ended on 31st March, 2011, have been prepared on a going concern basis.

12. PERSONEL

During the year under review, relations between the employees and the management remained satisfactory at all the units of the Company.

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not given since the remunerations paid to employees during the financial year 2010-11 were below the limits prescribed by the amended Companies (Particulars of Employees) Rules, 1975.

13. AUDITORS

The Auditors M/s. Kalyaniwalla and Mistry, Chartered Accountants, retire at the end of the ensuing Annual General Meeting and it is proposed that they be re-appointed. The Company has received a Certifcate from them to the effect that their appointment, if made, will be within the prescribed limit under Section 224 (1-B) of the Companies Act, 1956.

14. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Gujarat Co-operative Milk Marketing Federation Limited, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.

On behalf of the Board of Directors,

ASHOK B. KULKARNI UTSAV R. KAPADIA

Managing Director Director

Place : Mumbai

Dated : 30th May, 2011

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Mar 31, 2010

The Directors present the forty-seventh Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

31st March, 2010 31st March, 2009 (Rupees) (Rupees)

Profit from Manufacturing Operations & Job work 1,96,58,051 23,44,858

Profit from transfer of Asset to Subsidiary 2,95,78,482 --

Profit before tax 4,92,36,533 23,44,858

Less /Provision for current tax 1,40,01,000 16,00,000

Provision for deferred tax (51,97,309) (10,64,230)

Fringe Benefit tax -- 7,00,000

Net profit for the year amounts to 4,04,32,842 11,09,088

Excess/(Short) provision for taxes in respect of previous years (1,340) --

Balance brought forward from previous year 58,64,718 58,62,480

The disposable profit for the year amounts to which the Directors have decided to appropriate as follows:- 4,62,96,220 69,71,568

(a) Proposed Dividend 23,05,333 9,22,133

(b) Tax on Proposed Dividend 3,82,890 1,56,717

(c) General Reserve 1,00,00,000 28,000

Leaving the surplus in Profit and Loss Account 3,36,07,997 58,64,718

2. DIVIDEND

The Directors recommend payment of the following dividend for the year ended 31st March, 2010, which, if approved by the members jat the Annual General Meeting to be held on 7th July, 2010, will be paid to those members of the Company who hold Equity Shares in physical form and whose names stand on the Register of Members of the Company as on 7th July, 2010 and to those members who hold their Equity Shares in Demat form and whose names appear on the list of members provided by NSDL/CDSL for that purpose.

A dividend @ 25% on 9,22,133 Equity Shares of Rs. 10 /- each ..... Rs. 23,05,333/-.

3. REVIEW OF OPERATIONS

The Company has achieved a total sales turnover of Rs.10,602 lakhs for theyear ended 31st March, 2010, as compared to Rs. 11,792 lakhs for the previous year, a drop of 10%. The decline is attributed mainly to two factors. As mentioned in the previous years Directors Report, the permanent workmen at our Anand and Kanjari units had resorted to total stoppage of work/illegal strike during the month of April 2009, with the result our sales of OTS cans to the customers were badly affected during the peak period of mango season. Secondly, our exports of metal components to Dubai were substantially reduced due to financial crisis of Middle East countries.

As a result of the above, the Company could achieve a turnover of Rs. 9,326 lakhs of metal cans and its components during the year under review as compared to Rs. 10,785 lakhs for the previous year - a reduction of 14%. The Company could only execute export orders worth Rs. 1,207 lakhs of metal components as against Rs. 1,848 lakhs for the previous year - a substantial drop of 35%.

However, the net operating profit for the year has been substantially increased to Rs.197 lakhs. The growth is attributed mainly due to overall cost reduction measures taken by the Company resulting into better management of cash flow.

The Milk and Milk products division has achieved job-work earnings to the tune of Rs. 511 lakhs during the year ended 31st March, 2010.

Sugar Cone Division has achieved a sales turnover of Rs. 425 lakhs as compared to Rs. 439 lakhs for the previous year.

Good news is that slowdown in the global economy prevailing for the past two years has been arrested and there are definite signs of improvement. Number of proposals being implemented by the Government are stimulating industrial growth and improving the climate of investment. The reform process initiated by the Government is showing positive results in the growth of the countrys economy. The data released recently points to a continuous growth in industrial output of the county.

With the consistent and vigorous efforts being made by the Company for cost reduction measures coupled with efficient monitoring of working capital, Company expects improved performance for the current year.

4. EXPORTS

During the year under review, the Company has achieved export earnings to the tune of Rs. 1,207 lakhs from export of metal containers and components.

5. (a) Total Foreign Exchange Earned.

Product exports including deemed exports Rs.1,326 lakhs

(b) Total Foreign Exchange Used.

Import of tinplate (main raw material), Stores & Spares. Rs.3,024 lakhs

6. CONSERVATION OF ENERGY

Energy conservation continued to be priority area for the Company. Energy conservation measures taken / being taken are as under :

(a) Optimum utilization of maximum demand load.

(b) replacement of incandescent lamps with CFL at our milk packing station at Vashi (Navi Mumbai)

(c) replacement of LPG with natural gas at our Sugar Cone Division and Can Division at Kanjari Unit.

(d) awareness and training programmes for employees.

(e) switching off lights and air conditioners during breaks and when not essential.

(f) energy audits and corrective actions.

Inspite of increase in power and fuel costs, expenses are controlled to a large extent due to these measures.

7. TECHNOLOGY ABSORPTION

The Company has been engaged in constantly upgrading the can making technology. The Company continues its efforts in upgradation of systems and equipment with a view to improving the quality of its products, minimizing manufacturing wastages, cost reduction in terms of better productivity and customer satisfaction through better product performance. The efforts are made towards technology absorption, adoption and innovation. The Company is also planning to install new printing / coating machine and oven.

8. PUBLIC DEPOSITS

At the end of the financial year, there were two depositors whose deposits were not claimed by them or for which disposal instructions had also not been received though the repayment had fallen due and the total amount involved in such deposits was Rs. 50,000/-. Since then, the said deposits amounting to Rs. 50,000/- have been renewed.

9. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Shri B. M Vyas and Shri N. G. Sheth, retire by rotation and being eligible, offer themselves for re-appointment.

The Board have further re-appointed Shri. Ashok B. Kulkami as the Managing Director and Shri K. Jagannathan as the Executive Director of the company for a period of three years with effect from 1st July, 2010. At the ensuing Annual General Meeting, the requisite Resolutions for the said appointments are being placed before the members for their approval.

10. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has its wholly owned Subsidiary, namely PUMA Properties Limited. The results of PUMA Properties Limited are attached to the Annual Report along with Statement specified in Section 212 of the

Companies Act, 1956. The Company is also presenting its Audited Consolidated Financial Statements, which form part of the Annual Report, in compliance with the accounting standards.

As PUMA Properties Limited was formed as a 100% wholly owned Subsidiary, to deal in real estate business, Kaira Can Company Limited has sold one of its property to the Subsidiary Company at a ratable value published by the Government. The profit arising out of this transaction to Kaira Can Company Limited has been dealt in the Profit & Loss Account for the year ended 31st March, 2010.

11. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956 :

(i) that in the preparation of the annual accounts for the year ended on 31st March, 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

(ii) that such accounting policies as mentioned in notes to the financial statements have been selected and applied consistently and judgements and estimates that are reasonable and prudent made so as to give a fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2010 and of the profit of the Company for that year.

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the annual accounts for the year ended on 31st March, 2010, have been prepared on a going concern basis.

12. PERSONNEL

During the year under review, relations between the employees and the management remained satisfactory at all the units of the Company.

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not given since the remunerations paid to employees during the financial year 2009-10 were below the limits prescribed by the amended Companies (Particulars of Employees) Rules, 1975.

13. AUDITORS

The Auditors M/s. Kalyaniwalla and Mistry, Chartered Accountants, retire at the end of the ensuing Annual General Meeting and it is proposed that they be re-appointed. The Company has received a Certificate from them to the effect that their appointment, if made, will be within the prescribed limit under Section 224 (1-B) of the Companies Act, 1956.

14. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Gujarat Co-operative Milk Marketing Federation Limited, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.

On behalf of the Board of Directors

Place : Mumbai PREMAL N. KAPADIA

Dated : 29th May, 2010 Chairman