Directors Report of Kanpur Plastipack Ltd.

Mar 31, 2025

Your Directors take pleasure to present this 54^th Annual Report of Kanpur Plastipack Limited together with Standalone and Consolidated Audited Financial Statements for the financial year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS

('' in Lacs)
Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Sale of products	62,861.03	49,272.57	62,861.03	49,741.24
Other Income	1,410.44	1,138.11	1,450.53	1,145.38
Total Income	64,271.47	50,410.68	64,311.56	50,886.62
Profit Before Tax	2,389.12	102.65	2,434.65	152.32
Less: Exceptional Items (Loss on sale of CPP Machines)	1,161.93	-	1,161.93	-
Less: Current Tax	219.77	-	224.62	4.65
Less: Earlier year Tax Adjustment	(0.63)	82.42	(0.63)	82.42
Less: Deferred Tax	(61.80)	(15.45)	(61.80)	(15.45)
Net Profit After Tax	1,069.85	35.68	1,110.53	80.70
Balance profit from Last Years	14,742.31	14,787.37	14,732.52	14,732.56
Less: Appropriations:
Other Comprehensive Incomes	(12.78)	(26.59)	(8.64)	(23.04)
Foreign Currency Translation Reserve	-	-	(3.40)	(3.55)
Transfer to General Reserve	-	-	-	-
Dividend paid during the year	-	107.33	-	107.33
Tax on Dividend	-	-	-	-
Balance carried to Balance Sheet	15,824.94	14,742.31	15,855.09	14,732.52

REVIEW OF OPERATIONS AND OUTLOOK:

FY 2024-25 emerged as a landmark year for your Company, registering the highest-ever sales revenue in its history. Despite facing global headwinds and market volatility, your Company exhibited strong resilience and delivered a remarkable turnaround. It achieved a record turnover of ? 642.71 Cr., marking a significant milestone in its growth journey.

The year under review your company faced three significant challenges:

• The closure of its subsidiary in Brasil which led to an impairment loss of ?39.07 Lacs. The management

decided to shut down this business as the cost of logistics and warehousing was not generating the profits that were envisaged.

• Significant cash losses in the CPP division in the early part of the year.

• The decision to exit the CPP business which led to a one time impairment loss of ?11.62 Cr.

We are proud that the company was able to achieve such an exceptional performance amid a challenging global environment. It is nothing but a testament to our well-defined strategy and disciplined execution.

A sustained focus on strategic marketing initiatives, customer acquisition, and deeper market penetration contributed significantly to the enhanced operational and financial performance, as outlined below:

Operational Performance:	Financial Performance:
Production increased by 17%	Turnover increased by 27%
Sales volumes increased by 16%	PBIDT increased by 123%
Export volumes increased by 9%	Net Profit after Tax increased by 2872%

reflect this strong performance and are summarized below:

(In MT)
Product	2024-25	2023-24
FIBC	13,913	13,546
Small Bags	690	884
Fabric/Liner	11,404	10,213
MFY	3,864	3,777
CPP	4,909	1,601
Others	4,343	1,660
Total	39,123	31,681

DIVESTMENT OF CAST POLYPROPYLENE FILM (CPP) DIVISION:

Your Company ventured into the Cast Polypropylene Film (CPP) division in the previous financial year as part of its diversification strategy. However, it was soon observed that the CPP industry as a whole was facing significant headwinds, characterized by subdued demand, lower price realizations, and considerable overcapacity. This resulted in underutilization of installed capacity and unremunerative prices leading to enormous losses. This was beginning to impact our core business of FIBCs and Fabrics. Recognizing the long-term implications of this trend, the Company undertook a comprehensive strategic review of the CPP division''s future prospects in the new scenarios that evolved. Based on this assessment, and in line with its commitment to operational efficiency and value creation, the Company decided to exit from the segment and focus its resources on the core business verticals with higher growth potential.

Accordingly, the Company entered into an Asset Purchase Agreement with M/s SRF Ltd. and since then has executed the sale of the CPP division''s plant, machinery and related assets on an ''as-is-where-is'' basis. This strategic divestment enabled the Company to strengthen its financial position and channel capital and management bandwidth toward its more profitable and sustainable business segments.

THE YEAR GONE BY

FY 2024-25 was a remarkable year- your Company demonstrated significant progress on all strategically significant parameters. While improving production efficiency and adopting a go-to-market strategy the Company also strengthened its focus on increasing the share of value added products in its portfolio. We continued to invest in technologies to reduce carbon emissions and to drive resources efficiency. These integrated efforts resulted in improved operational performance across all business segments. The sales volumes recorded during FY 2024-25

Your Company continues to place strong emphasis on the export of value-added products and on expanding its global presence. During the year under review, the Company successfully entered two new international markets, thereby opening up fresh avenues for its product portfolio. Additionally, your Company actively participated in prominent global trade exhibitions such as Tokyopack in Japan and Plastico in Brazil. The encouraging response and engagement received at these events are expected to significantly contribute to the Company''s efforts in deepening its global footprint. We are glad to report that your company continues to enjoy a strong loyalty from its customers where almost 80% of our export sales are from repeated customers.

Solar Power:

Sustainability remains a cornerstone of your Company''s operational philosophy and long-term strategy. Your Company has been a front runner in the adoption of renewable energy sources. Demonstrating a firm commitment to clean energy, your Company met approximately 47% of its total power requirements through solar energy during the year—resulting in meaningful cost savings and a significant reduction in carbon emissions.

Building on this momentum, the Company further entered into a long-term open access Group Captive Solar Power Purchase Agreement for a capacity of 3,000 kWp. Additionally, a 1,000 kWp rooftop solar installation was implemented at Unit 3 under the OPEX model. With the commissioning of these two solar power projects, the Company now expects to meet nearly 60% of its total energy requirements through renewable solar sources—marking a substantial step forward in its journey toward sustainable, efficient, and environmentally responsible operations.

Trading Activities:

The performance of Dealer Operated Polymer Warehouse activity of Indian Oil Corporation Limited was adversely impacted during the year under review. The Company

recorded a decline of approximately 11% in this segment compared to the previous financial year. This decline was primarily due to intensifying market competition, with emerging players'' entry into the polymer space, thereby reshaping competitive dynamics.

In response, the Company has initiated corrective measures by strengthening its customer outreach and opening the new warehouse in Bareily will also improve service efficiency. These steps are expected to help stabilize and revive the performance of this business vertical in the coming year.

OUTLOOK:

During FY 2024-25, the Company undertook several decisive actions to further improve its operational focus and strengthen its financial position. Key amongst these was the strategic divestment of the underperforming CPP division, which has enabled a sharper focus on core, margin-accretive businesses and a more disciplined approach to capital allocation.

The vacated land and building from the CPP division will be effectively repurposed for the expansion of the Company''s core business in due course, thereby ensuring optimal asset utilization and capacity enhancement aligned with long-term strategic objectives.

In parallel, the Company is streamlining its operations, targeting efficiency improvements across its operations. The Raffia division will be scaled-up to bridge the volume gap left by the divestment, with a concerted focus on improving productivity and driving higher throughput. These measures are expected to strengthen the operating leverage and margin profile of the Company going forward.

Further, with a strengthened balance sheet and the number of activities undertaken, the Company will be better positioned to pursue sustainable growth, respond proactively to market dynamics, and invest in strategic opportunities with greater agility and confidence.

Despite continued global disruptions and market volatility, positive signs are already emerging across key business segments. Sales realizations in the FIBC division have shown an upward trend. The Company''s foray into the Japanese markets—the world''s third-largest importer of FIBCs—has started attaining traction, with regular shipments now underway. This market had remained largely untapped by Indian manufacturers, and our early entry positions us favorably for long-term engagement.

Looking ahead, your Company remains committed to its strategy of innovation, operational excellence, and responsible growth. By staying agile, focused, and forward-thinking, we aim to deliver enhanced stakeholder value and solidify our leadership in the global industrial bulk packaging solutions space.

CREDIT RATING:

We have Credit Rating from Acuite Rating & Research Limited which has provided following credit ratings to the various credit facilities of the Company:

Long Term Rating	''ACUITE BBB/Stable''
Short Term Rating	''ACUITE A2 ''

Recently, the company has got its credit rating upgraded from CRISIL Ratings Limited which has accorded BBB rating with Stable outlook for the Company''s outstanding longterm facilities.

The dual rating affirms the Company''s financial stability, operational resilience, and commitment to maintaining transparency with lenders and stakeholders.

SHARE CAPITAL:

The Company had allotted 17,60,000 warrants on 17^th October, 2024 out of which 10,08,000 warrants were converted into equity shares on 24^th December, 2024. As on 31^st March, 2025 your Company has total shares capital of ''22,47,47,580.00 divided into 2,24,74,758 equity shares of ''10/- each, which is listed with both stock exchanges viz. BSE Limited and National Stock Exchange.

The Company had on 02 May, 2025 further converted remaining 7,52,000 warrants into equity shares consequently the paid-up capital has been increased to ''23,22,67,580.00 divided into 2,32,26,758 equity shares of ''10/- each. The entire shares of the Company are listed with both stock exchanges viz. BSE Limited and National Stock Exchange.

The Company is under process to issue further 10,12,000 warrants convertible into equity shares on preferential basis.

SUBSIDIARY COMPANIES

As on 31^st March, 2025, your Company has two subsidiary Companies. During the year, there has been no material change in the nature of the business of the subsidiaries.

As required under Section 129(3) of the Act, the report on the performance and financial position of each subsidiary company and salient features of their Financial Statements are attached in the prescribed form AOC-1 with the financial statements which forms part of this Annual Report.

In accordance with the provisions of Section 136 of the Act and the amendments thereto, read with the SEBI Listing Regulations, the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies are available on our website at www.kanplas.com.

During the year, M/s Kanplas Do Brasil, Brasil, wholly owned foreign subsidiary of the Company was closed. Except this there is no Company which became or ceased to be subsidiary, joint venture and associate during the year under review. There is no material subsidiary Company in terms of regulation nos. 16(1)(c) and 24 of the SEBI( Listing Obligation and Disclosure Requirements) Regulations, 2015.

Your Company funds its subsidiaries, from time to time, in the ordinary course of business and as per the funding requirements, through capital, loan and/or other means to meet working capital requirements.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (The ''Listing Regulations'') and Section 129(3) of the Act, the consolidated financial statements have been prepared by the Company, as per the Indian Accounting Standards (Ind AS), and form part of this Annual Report. The Consolidated Financial Statements shall also be laid at the ensuing Annual General Meeting of the Company.

DIVIDEND:

The Dividend Distribution Policy of the Company has been duly uploaded on the website of the Company at www.kanplas.com.

Your Directors have recommended a final dividend for the year 2024-25 @ 9% i.e. ''0.90 per Equity Share. Payment of dividend is subject to the approval of shareholders at the ensuing Annual General Meeting.

DIRECTORS:

Shri Shashank Agarwal is retiring by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. In view of the valuable services, guidance and support received from him, your Directors recommend his re-appointment.

The Board of Directors of the Company is having optimum combination of Independent and Promoter Directors as required under Section 149(4) read with Regulation 17 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, as amended.

MEETINGS OF THE BOARD OF DIRECTORS:

During the year your Company has conducted 6 meetings of the Board of Directors. The details of the meeting of the Board & Committees thereof including attendance therein are given under Corporate Governance Report.

Your company has digitalized the Board Process and adopted paper less Board meetings platform.

KEY MANAGERIAL PERSONNEL:

Following are the Key Managerial Personnel of your Company:

Sl No.	Name of KMP	Designation
1	Shri Manoj Agarwal	Chairman Cum Managing Director
2	Shri Ankur Srivastava	Company Secretary & Compliance Officer
3	Shri Shobhit Agarwal	Chief Financial Officer

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

DEPOSITS:

In view of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 your Company did not accept any deposit during the year under review.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under the Listing Regulations is annexed to the Annual Report as Annexure ''A'' and Management Discussion and Analysis Report also forms part of this Report.

The Certificates certifying that

(i) the Company has complied with the requirements of Corporate Governance in terms of SEBI (LODR) Regulations, 2015;and

(ii) none of the Directors on the Board of the company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the SEBI/ MCA or any such authority.

are attached and forms the part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo for the financial year 2024-25 are annexed as Annexure ''B'' which forms part of this Report.

PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure ''C'' which forms part of this Report.

AUDITORS:

I. STATUTORY AUDITORS AND THEIR REPORT

M/s Rajiv Mehrotra & Associates (FRN: 002253C), Chartered Accountants, were appointed as Statutory Auditors of your Company for a period of 5 years in the Annual General Meeting held on 02/09/2022 till the conclusion of 56^th Annual General Meeting to be held in the year 2027.

The Audit Report from the Statutory Auditors forms part of this Annual Report. The said report does not contain any qualification, reservation or adverse remark.

II. COST AUDITORS

As per Section 148 of the Act read with Companies (Audit and Auditors) Rules, 2014, the Company, is required to maintain and audit its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s Rakesh Misra & Company, Cost Accountants as the Cost Auditors of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending 31^st March, 2026. Under Section 139(1) of the Act and the Rules framed thereunder, M/s Rakesh Misra & Company have furnished a certificate of their eligibility and consent for appointment.

The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at the ensuing AGM. The resolution, accordingly, placed in the notice of Annual General Meeting for consideration and approval of the Members at the ensuing Annual General Meeting.

The cost audit report for the financial year 2024-25 will be filed within the stipulated time.

III. SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, M/s Adesh Tandon & Associates, Practicing Company Secretaries was appointed as the Secretarial Auditors of the Company for the year 2024-25. The Secretarial Audit Report for the financial year 2024-25, as placed by the Auditor, is annexed with this Report as Annexure ''D''. There was no qualification, reservation or adverse remark made by the Auditor in their respective report.

Pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 ("SEBI Listing Regulations") and provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules"), the Audit Committee and the Board of Directors at their respective meetings held on 15^th May, 2025, have recommended the appointment of M/s Adesh Tandon & Associates, Practicing Company Secretaries (CP. No. 1121, Peer Review Certificate no.: 6778/2025), a Practicing Company Secretary for a term of five consecutive years commencing from Financial Year 01^st April, 2025 to 31^st March, 2030. The appointment of Secretarial Auditors is subject to approval of the members at ensuing Annual General Meeting and accordingly suitable resolution is placed in the notice for consideration and approval of the shareholders at the ensuring Annual General Meeting.

IV. INTERNAL AUDITORS

During the year under review M/s S N Saraogi & Associates, Chartered Accountants were the Internal Auditors of the Company. Their reports were placed before the Audit Committee of the Company from time to time.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control with reference to the financial statements. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. Company ensures proper and adequate systems and procedures commensurate with its size and nature of its business.

ANNUAL RETURN:

As per the requirement of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return for the year 2024-25 has been placed on the website of the Company. The weblink of the same is https://www.kanplas. com/en/corporate-governance.

LISTING:

The Equity Shares of the Company are listed with National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). We confirm that the Annual Listing Fees for the financial year 2025-26 have been paid within the stipulated time to both the Stock Exchanges.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year 2024-25, the Company has transferred a sum of '' 14,77,703 which represent the unclaimed dividend for the financial year 2016-17 and 26,155 Equity Shares to the Investor Education and Protection Fund in compliance with provisions of the Companies Act, 2013 and rules made thereunder

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. All employees (permanent contractual, temporary, trainees) are covered under the said policy. During the financial year 2024-25, the Company has not received any complaint of sexual harassment and the details in this regard are given hereunder:

(a) number of complaints of sexual harassment received in the year: NIL

(b) number of complaints disposed off during the year: NIL

(c) number of cases pending for more than ninety days: NIL

MATERNITY BENEFIT COMPLIANCE:

During the year under review, the Company has ensured full compliance with the provisions of the Maternity Benefit Act, 1961. The Company remains committed to upholding the rights and welfare of its female employees by providing all statutory maternity benefits and other entitlements as mandated under the Act.

CORPORATE SOCIAL RESPONSIBILITY:

During 2023-24, the provisions of Section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 were not applicable on the Company. However, the Board of Directors of your Company constituted to comply with the provisions on voluntary basis.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year, your Company has not given any Loan or Guarantees to any parties covered under section 185 except its Subsidiary Companies which have been converted into Capital and the details of investments are given under note 4 and 8 of the Financial Statements. However, the investments made does not exceed the limits as prescribed under Section 186 of the Companies Act, 2013.

VIGIL MECHANISM (WHISTLE BLOWER POLICY):

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulations 34 (3) and 53 (f) of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

During the year under review no complaint was received by the Audit Committee under the Whistle Blower Policy.

RISK MANAGEMENT:

The Company has a well-defined Risk Management Policy in place, under which the management maintains close and continuous oversight of both domestic and international markets relevant to the Company''s products and raw material requirements. This includes monitoring socio-economic developments, global trade dynamics, and currency fluctuations to proactively identify and mitigate potential risks.

The Board of Directors is regularly apprised of key risk exposures, along with the corresponding assessment and mitigation strategies. The Board, in turn, provides guidance and approves appropriate plans for risk minimization

and ensures that necessary steps are taken for effective implementation and monitoring of these plans.

At present, there are no risks identified by the Board that are deemed to threaten the Company''s existence. However, the Company, in its normal course of business, continues to manage operational risks such as fluctuations in foreign exchange rates and raw material prices, which are monitored and addressed on an ongoing basis.

MATERIAL CHANGES AND COMMITMENTS:

No material changes or commitments which may affect the financial position of the Company have been occurred between the end of the financial year of the Company and the date of this report.

INDIAN ACCOUNTING STANDARDS:

Your Company has adopted Indian Accounting Standards (''Ind- AS'') with effect from 1^st April, 2017 pursuant to Ministry of Corporate Affairs notification dated 16^th February, 2015 notifying the Companies (Indian Accounting Standards) Rules, 2015.

BOARD EVALUATION:

In line with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors conducts an annual evaluation of its own performance, that of its Committees, and of individual Directors.

The performance of the Board as a whole, the Chairman of the Company and the Whole Time Directors are evaluated linking it with the periodical performances of the Company, role of the Board towards achievement of the said performances, the future plans as set out from time to time and their devotion towards implementation and management of the growth parameters of the Company.

The performance of Non-Executive and Independent Directors is evaluated on parameters such as their contribution to corporate governance practices, commitment to transparency, quality of deliberations, and the value they bring in supporting the Company''s strategic direction.

The Committees of the Board are assessed based on the extent to which they have achieved their defined roles and responsibilities, as set out in their respective charters,

and their effectiveness in adding value to the Board''s overall functioning.

RELATED PARTY TRANSACTIONS:

During the year no contracts / arrangements were entered / renewed by the Company with related parties in terms of the provisions of Section 188(1) of the Companies Act, 2013.

All the transactions with the related parties entered during the year 2024-25 were in the ordinary course of business, on arm''s length basis and as per the approval of the Audit Committee. Further, no material related party transaction was entered during the year under review.

Disclosure as required under section 134(3)(h) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, in form AOC-2, is not applicable as all the contracts entered by the Company during the year are on arms length basis and there was no material contract or arrangement.

The policy to deal with the related party transactions is uploaded on the company''s website. The weblink of the same is https://www.kanplas.com/en/policies

COMPANYS'' POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Company follows a well-balanced governance framework, ensuring an appropriate mix of Executive and Independent Directors to uphold the independence of the Board and to clearly demarcate the roles of governance and management.

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has duly constituted a Nomination and Remuneration Committee. This Committee plays a pivotal role in shaping the structure and composition of the Board and leadership team. Its key responsibilities include:

1. Evaluating the need for changes in the composition and size of the Board based on the evolving requirements of the business;

2. Recommending and reviewing the remuneration of the Managing Director and Whole-time Directors, taking into consideration their individual performance and the overall performance of the Company;

3. Framing and reviewing the remuneration policy for Directors, Key Managerial Personnel (KMPs), and senior management personnel, aligned with the performance of the Company, industry benchmarks, and good governance practices.

The Remuneration Policy, which outlines the criteria for selection, appointment, and compensation of Directors, KMPs, and senior-level employees, is annexed to this Report as Annexure ''E''.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that: -

i) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) 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 or loss of the Company for that period;

iii) 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;

iv) the Directors had prepared the Annual Accounts of the Company on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude to the Company''s bankers, government authorities, esteemed customers, business associates, and all other stakeholders

for their continued support, trust, and encouragement during the year.

The Board also places on record its deep appreciation for the dedicated efforts, commitment, and hard work of all employees—officers, staff, and workmen—whose contributions have been instrumental in driving the consistent growth and success of the Company.

Lastly, the Board extend their heartfelt thanks to the shareholders for their continued confidence, trust, and unwavering support in the Company''s vision and journey.

---

Mar 31, 2024

Your Directors take pleasure to present this 53^rd Annual Report of Kanpur Plastipack Limited together with Standalone and Consolidated Audited Financial Statements for the financial year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS:

(H in Lacs)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Sale of products	49272.58	47685.43	49741.24	47659.11
Other Income	1138.11	439.13	1145.38	448.79
Total Income	50410.69	48124.56	50886.62	48107.90
Profit Before Tax	102.65	265.24	152.34	214.78
Less: Current Tax	-	40.58	4.65	40.58
Less: Earlier year Tax Adjustment	82.42	16.31	82.42	16.31
Less: Deferred Tax	(15.45)	(202.78)	(15.45)	(202.78)
Net Profit After Tax	35.68	411.13	80.72	360.67
Balance profit from Last Years	14787.42	14640.74	14739.58	14636.41
Less: Appropriations:
Other Comprehensive Incomes	(26.59)	6.05	(23.04)	(0.10)
Transfer to General Reserve	-	-	-	-
Dividend paid during the year	107.33	257.60	107.33	257.60
Tax on Dividend	-	-	-	-
Balance carried to Balance Sheet	14742.36	14787.42	14736.01	14739.58

REVIEW OF OPERATIONS AND OUTLOOK:

Fiscal 2023-24 witnessed to be one of the most challenging years for your Company and the Company was impacted by the volatility in the global market, increased competition from within the country and an affected geopolitical environment. During the year the margins were badly affected largely due to the following reasons:

1. Lower realization on sales of fabric to South America;

2. Highly competitive market environment from within the country on exports;

3. Higher ocean freight due to Red Sea crises and, consequently, re-routing the consignments which put additional cost of freight and increased time of delivery.

4. The CPP division has been witnessing losses due to adverse market conditions.

The entire FIBC industry continues to be adversely impacted due to geopolitical reasons. Despite this, it is heartening to note that the operational performance of the Company has improved and your Company was able to record an increase in production and sales in volume terms. During the year, the production and Sales

of Rafia division in quantity terms recorded a growth of about 20% and 23%, respectively.

The year witnessed the diversification and establishment of new vertical of the Company in the form of Cast Polypropylene Film (CPP). However, due to over capacity in the CPP market the performance in the CPP division was sluggish leading to lower than expected realization and underutilization of the capacity.

With a continued emphasis on export of value added products and expanding its geographical footprints, your company has penetrated three new export markets which has opened up new avenues for the products of the Company. The Company participated in various exhibitions viz. Arabplast, Dubai, Techtextil, Germany, Propack, Kenya and Tanzania Exhibition at Tanzania. The responses received during these participations will surely help the Company to further expand its global footprints.

Solar Power:

Sustainability is deeply ingrained in everything we do. Your Company is continuously making an endeavor to opt for renewal sources of power which has enabled the Company, during the year, to consume approximately 45% of its power needs through ''Solar Power'' enabling not only cost savings to the Company but also reducing the carbon emission in the environment.

Trading Activities: The performance of Dealer Operated Polymer Warehouse activity of Indian Oil Corporation Limited was improved during the year under review. The Company recorded a growth of about 20% in this sphere in comparison to previous year. Further, the company also opened an additional warehouse in Bareilly in May, 2024 to cater the requirements of nearby regions. This will contribute further to the bottom line from the current financial year. Outlook: With India standing at the cusp of multi-decade growth and Europe being the flag bearer of universal sustainability, your Company, having state of art manufacturing facilities and a legacy of five decades, is well positioned and well prepared to capitalize on this long-term opportunity. We are fully committed to cater to the aspirations of our valued customers, engage our people, attract promising talent and build meaningful partnerships to grow our business. By consciously and energetically driving meaningful change, we are bringing the promise of a better tomorrow closer. We wish to be an active participant in the India''s growth story and work towards transformation. We are on track to regain profitability during the current year and are hopeful for better results in the years to come. Sales realizations in FIBC''s have begun to rise upwards as the Global Economy stabilizes. Initiatives taken to enter the Japanese market have begun to bear fruit as shipments have started. Japan is the world''s third largest importer of FIBC''s and a market so far not being catered to by India. Recent trends in CPP too have seen a rise in selling price and higher demand as the initial market penetration activity has helped. CREDIT RATING: We have Credit Rating from Acuite Rating & Research Limited which has provided following credit ratings to the various credit facilities of the Company:

Long Term Rating ''ACUITE BBB /Stable''

Short Term Rating ''ACUITE A2 ''

SHARE CAPITAL:

As on 31.03.2024 your Company has total shares capital of H21,46,67,580.00 divided into 2,14,66,758 equity shares of H10/-each. Which is listed with both stock exchanges viz. BSE Limited and National Stock Exchange.

SUBSIDIARY COMPANIES

As on March 31, 2024, your Company has three subsidiary Companies. During the year, there has been no material change

in the nature of the business of the subsidiaries. As required under Section 129(3) of the Act, the report on the performance and financial position of each subsidiary company and salient features of their Financial Statements are attached in the prescribed form AOC-1 with the financial statements which forms part of this Annual Report.

In accordance with the provisions of Section 136 of the Act and the amendments thereto, read with the SEBI Listing Regulations, the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies are available on our website at www.kanplas.com.

There is no Company which became or ceased to be subsidiary, joint venture and associate during the year under review. There is no material subsidiary Company in terms of regulation nos. 16(1)(c) and 24 of the SEBI( Listing Obligation and Disclosure Requirements) Regulations, 2015.

Your Company funds its subsidiaries, from time to time, in the ordinary course of business and as per the funding requirements, through capital, loan and/or other means to meet working capital requirements.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (The ''Listing Regulations'') and Section 129(3) of the Act, the consolidated financial statements have been prepared by the Company, as per the Indian Accounting Standards (Ind AS), and form part of this Annual Report. The Consolidated Financial Statements shall also be laid at the ensuing Annual General Meeting of the Company.

DIVIDEND:

The Dividend Distribution Policy of the Company has been duly uploaded on the website of the Company at www.kanplas.com.

In view of affected profitability and to retain the resources, your Directors did not recommend any dividend for the financial year 2023-24.

DIRECTORS:

Your Directors have appointed Shri Sanjeev Singhal as Independent Director of the Company w.e.f. 08/02/2024 which was later on confirmed by the shareholders through postal ballot for a consecutive period of five years.

Shri Prem Singh Khamesra has retired from the Board of Directors on 31^st March, 2024 after serving two consecutive terms as Independent Director. The Board appreciated and took on record the splendid contribution of Shri Prem Singh Khamesra during his tenure.

Shri Subodh Kumar, Independent Director unfortunately passed away on the 27^th October, 2023. The Board placed on record their appreciation for the valuable contribution made by him during his association with the Company.

The Board has re-appointed Shri Shashank Agarwal as Deputy Managing Director and Shri Sunil Mehta as Executive Director w.e.f. 01^st September, 2024 on fresh terms of appointment as recommended by the Nomination and Remuneration Committee, subject to the approval of the shareholders at the ensuing Annual General Meeting.

Also, Shri Sunil Mehta is retiring by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. In view of the valuable services, guidance and support received from him, your Directors recommend his re-appointment.

The Board of Directors of the Company is having optimum combination of Independent and Promoter Directors as required under Section 149(4) read with Regulation 17 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, as amended.

MEETINGS OF THE BOARD OF DIRECTORS:

During the year your Company has conducted 4 meetings of the Board of Directors. The details of the meeting of the Board & Committees thereof including attendance therein are given under Corporate Governance Report.

Your company has digitalized the Board Process and adopted paper less Board meetings platform.

KEY MANAGERIAL PERSONNEL:

Following are the Key Managerial Personnel of your Company:

Sl. No.	Name of KMP	Designation
1	Shri Manoj Agarwal	Chairman Cum Managing Director
2	Shri Ankur Srivastava	Company Secretary & Compliance Officer
3	Shri Shobhit Agarwal*	Chief Financial Officer
*Shri Shobit Agarwal was appointed as CFO w.e.f 10/06/2024 consequent to the resignation of earlier CFO Shri Vishal Jain w.e.f 31/05/2024.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

DEPOSITS:

In view of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 your Company did not accept any deposit during the year under review.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under the Listing Regulations is annexed to the Annual Report as Annexure ''A'' and Management Discussion and Analysis Report also forms part of this Report.

The Certificates certifying that :

(i) the Company has complied with the requirements of Corporate Governance in terms of SEBI (LODR) Regulations, 2015; and

(ii) none of the Directors on the Board of the company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the SEBI/ MCA or any such authority.

are attached and form part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo for the financial year 202324 are annexed as Annexure ''B'' which forms part of this Report.

PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure ''C'' which forms part of this Report.

AUDITORS:

I. STATUTORY AUDITORS AND THEIR REPORT

M/s Rajiv Mehrotra & Associates (FRN: 002253C), Chartered Accountants, were appointed as Statutory Auditors of your Company for a period of 5 years in the Annual General Meeting held on 02/09/2022 till the conclusion of 56^th Annual General Meeting to be held in the year 2027.

The Audit Report from the Statutory Auditors forms part of this Annual Report. The said report does not contain any qualification, reservation or adverse remark.

II. COST AUDITORS

As per Section 148 of the Act read with Companies (Audit and Auditors) Rules, 2014, the Company, is required to maintain and audit its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s Rakesh Misra & Company, Cost Accountants as the Cost Auditors of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31, 2025. Under Section 139(1) of the Act and the Rules framed thereunder M/s Rakesh Misra & Company have furnished a certificate of their eligibility and consent for appointment.

The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the members at the ensuing AGM. The resolution approving the above proposal is being placed for approval of the members at the ensuring Annual General Meeting.

The cost audit report for the financial year 2023-24 will be filed within the stipulated time.

III. SECRETARIAL AUDITORS

The Secretarial Audit Report for the financial year 202324, as placed by the Auditor, is annexed with this Report as Annexure ''D''. There was no qualification, reservation or adverse remark made by the Auditor in their respective report. The Company has, on the recommendation of the Audit Committee, re-appointed M/s Adesh Tandon & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for the year 2024-25

IV. INTERNAL AUDITORS

During the year under review M/s S N Saraogi & Associates, Chartered Accountants were the Internal Auditors of the Company. Their reports were placed before the Audit Committee of the Company from time to time.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control with reference to the financial statements. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

Company ensures proper and adequate systems and procedures commensurate with its size and nature of its business.

ANNUAL RETURN:

As per the requirement of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return for the year 2023-24 has been placed on the website of the Company. The weblink of the same is https:/www.kanplas.com/en/ corporate-governance.

LISTING:

The Equity Shares of the Company are listed with National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). We confirm that the Annual Listing Fees for the financial year 2024-25 have been paid within the stipulated time to both the Stock Exchanges.

CORPORATE SOCIAL RESPONSIBILITY:

During 2023-24, the provisions of Section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 were not applicable on the Company. However, the Board of Directors of your Company continued to comply with the provisions on voluntary basis.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year, your Company has not made any Loan or given any Guarantees to any parties covered under section 185 except its Subsidiary Companies which have been converted into Capital and the details of investments are given under note 4 and 8 of the Financial Statements. However, the investments made does not exceed the limits as prescribed under Section 186 of the Companies Act, 2013.

VIGIL MECHANISM (WHISTLE BLOWER POLICY):

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulations 34 (3) and 53 (f) of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

During the year under review no complaint was received by the Audit Committee under the Whistle Blower Policy.

RISK MANAGEMENT:

The Company follows the risk management policy wherein the management keeps an eagle eye view on the markets, both domestic and foreign, related to the products, the Company

manufactures and the raw materials required. The management also monitors the socio-economic changes worldwide and the changes in the currency fluctuation to minimize the risks.

The Board members are regularly informed about the potential risks, their assessment and minimization procedures. The Board frames a plan for elimination / minimization of the risk and further lays out the steps for implementing and monitoring of the risk management plan.

There are no risks which in the opinion of the Board are of the nature that can threaten the existence of the Company. However, the risks inter-se that are generally dealt in regular course of business are fluctuations in foreign exchange rates and raw material prices which have to be taken care.

MATERIAL CHANGES AND COMMITMENTS:

No material change or commitment which may affect the financial position of the Company has occurred between the end of the financial year of the Company and the date of this report.

INDIAN ACCOUNTING STANDARDS:

Your Company has adopted Indian Accounting Standards (''Ind- AS'') with effect from 1st April, 2017 pursuant to Ministry of Corporate Affairs notification dated 16th February, 2015 notifying the Companies (Indian Accounting Standards) Rules, 2015.

BOARD EVALUATION:

The Board annually evaluates its performance as well as the performances of its Committees and its Directors individually.

For evaluating the performance of the Board as a whole, the Chairman of the Company and the Whole Time Directors are evaluated linking it with the periodical performances of the Company, role of the Board towards achievement of the said performances, the future plans as set out from time to time and their devotion towards implementation and management of the growth parameters of the Company.

The performance of the Non Executive / Independent Directors is evaluated on the basis of their contribution for adopting better corporate governance practices, transparency and disclosures in achieving the goal of the Company.

The performance of the various Committees of the Board is reviewed on the basis of the achievement of the work designated to the specific committee.

RELATED PARTY TRANSACTIONS:

During the year no contracts / arrangements were entered / renewed by the Company with related parties in terms of the provisions of Section 188(1) of the Companies Act, 2013.

All the transactions with the related parties entered during the year 2023-24 were in the ordinary course of business, on arm''s length basis and as per the approval of the Audit Committee. Further, no material related party transaction was entered during the year under review.

Disclosure as required under section 134(3)(h) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, in form AOC-2, is not applicable as all the contracts entered by the Company during the year are on arms length basis and there was no material contract or arrangement.

The policy to deal with the related party transactions is uploaded on the company''s website. The weblink of the same is https://www.kanplas.com/en/policies

COMPANY''S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. The Company has duly constituted the Nomination and Remuneration Committee of the Board and the committee interalia periodically evaluates:

1. The need for change in composition and size of the Board;

2. Recommend/review remuneration of the Managing Director and Whole-time Director(s) based on their performance.

3. Recommend the policy for remuneration of Directors, KMPs & other senior level employees of the Company and review the same in accordance with the performance of the Company and industry trend.

The policy to deal with the selection, appointment and remuneration of the Directors and Key Managerial Personnel and other senior level employees is annexed with this report as Annexure ''E''.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that: -

i) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) 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 or loss of the Company for that period;

iii) 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;

iv) the Directors had prepared the Annual Accounts of the Company on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

ACKNOWLEDGEMENT:

Your Directors convey their sincere gratitude towards the Bankers, Government Agencies, esteemed customers and all other stakeholders for their continued support and patronage during the year.

Your Directors also place on record their appreciation for the committed and dedicated contribution of all the officers, staff and workmen for the consistent growth of your Company.

Your Directors also take this opportunity to place on record their gratitude to all the shareholders for their confidence with the Company.

---

Mar 31, 2018

Dear Members,

The Directors are pleased to present their Fourty Seventh Annual Report together with Audited Financial Statements for the financial year ended 31^st March, 2018.

Financial Highlights:

(Rs. in Lacs)

Particulars	2017-18	2016-17
Sale of products	28366.03	24510.15
Other Income	152.47	124.54
Total Income	28518.50	24634.69
Profit Before Tax	2534.45	2313.71
Less: Current Tax	792.00	773.00
Less: Earlier year Tax Adjustment	2.35	15.05
Less: Deferred Tax	48.25	79.35
Net Profit After Tax	1691.85	1446.31
Balance profit from Last Years	6722.45	5788.52
Less: Appropriations:
Other Comprehensive Incomes	68.09	61.83
Transfer to General Reserve		-
Issue of Bonus Shares	-	397.96
Final Dividend on Equity Shares Paid during the year	214.90	47.76
Tax on Dividend	43.74	4.83
Balance carried to Balance Sheet	8087.57	6722.45

Review of Operations:

Fiscal 2017-18 proved to be year of stellar performance for your Company with an all time High Sales Revenue of RS. 285 Crores. Delivering superior performance in today’s volatile and global environment requires sound strategy and disciplined execution. A sustained focus on new marketing initiatives and acquisition of new customers has led to an improved overall performance of your company as highlighted below :

Share Capital:

During the year your Company has issued and allotted 23,87,774 partly paid up equity shares on Rights basis. The Board has also made call on these partly paid up shares. The conversion of partly paid shares on which call money have been received into fully paid up equity shares and listing and trading approval thereon are under process.

Dividend:

Your Directors have recommended a final dividend @ RS. 1.80 per Equity Share for the financial year 2017-18 on increased capital. Payment of dividend is subject to the approval of shareholders. Further, the dividend shall be paid in proportion to the paid up value of equity shares.

Outlook:

Your Company continues to work on technological upgradation and innovation. The new Greenfield project at Gajner Road, Fatehpur Roshnai District, Kanpur Dehat was formally inaugurated and production started on the 20^th of July, 2018 where the company has created an additional work space of about 40,000 sq meters of building. It will take a couple of months for the entire operations to streamline whereby substantial shifting from existing locations will also take place. To follow the growth momentum and to take a great leap forward your Company is gearing to rollout this ambitious project which will be instrumental in substantial expansion of the existing capacities and consolidation of operations. The management continues to look at more investment opportunities and invest wherever opportunities are available.

The management continues to lay emphasis on exports of value added products and expanding the geographical reach of its export market is your Company’s priority. The outlook for the current financial year looks robust and positive. The management is hopeful of improving its profitability.

Deposits:

Your Company has taken Deposits from Corporates, Directors, Promoters and their relatives. The outstanding balance of which is RS. 227.00 Lacs as on 31/03/2018. In view of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 all the deposits held by the Company are exempted deposits.

Directors:

Shri Sunil Mehta is retiring by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. In view of the valuable guidance and support received from him, your Directors recommend his re-appointment.

Further, the Board of Directors have re-appointed Shri Shashank Agarwal as Deputy Managing Director on fresh terms as recommended by the Nomination and Remuneration Committee, subject to the approval of shareholders at the ensuing Annual General Meeting, for a period of 3 years w.e.f. 1^st September 2018.

Meetings of The Board of Directors:

During the year your Company has conducted 6 meetings of the Board of Directors. The details of the meeting of the Board & Committees thereof including attendance therein are given under Corporate Governance Report.

Your company has digitalized the Board Process and adopted the paper less Board meeting w.e.f. the current financial year.

Key Managerial Personnel:

Following are the Key Managerial Personnel of your Company:

Sl No.	Name of KMP	Designation
1	Shri Manoj Agarwal	Managing Director
2	Shri Ankur Srivastava	Company Secretary &
		Compliance Officer
3	Shri Arvind Gunjan	Chief Financial Officer

Declaration of Independent Directors:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Corporate Governance:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance is annexed to the Boards’ Report as Annexure ‘A’ which forms part of this report. Management Discussion and Analysis Report as stipulated under the Listing Regulations is annexed to the Annual Report which forms part of this Report. The Certificate certifying that the Company has complied with the requirements of Corporate Governance in terms of SEBI (LODR) Regulations, 2015 is attached and forms the part of this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo for the financial year 201718 are annexed as Annexure ‘B’ which forms part of this Report.

Particulars of Employees:

The information required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure ‘C’ which forms part of this Report.

Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration ) Rules, 2014 are furnished in Annexure ‘D’ and is attached to this Report.

Listing:

The Equity Shares of Company continue to be listed at Bombay Stock Exchange. We confirm that the Annual Listing Fees for the financial year 2018-19 has been paid within the stipulated time.

Auditors:

I. Statutory Auditors and their Report

M/s Rajiv Mehrotra & Associates (FRN: 002253C), Chartered Accountants, were appointed as Statutory Auditors of your Company for a period of 5 years in the Annual General Meeting held on 15/09/2017 till the conclusion of 51^st Annual General Meeting to be held in the year 2022. The requirement of ratification of the appointment of Statutory Auditors every year has been omitted by the Companies (Amendment) Act, 2017.

There was no qualification, reservation or adverse remark made by the Auditors in their respective report.

II. Cost Auditors

In view of the Companies (Auditor’s Report) Order, 2015, Cost Audit is not applicable on your Company.

III. Secretarial Auditors

The Company has appointed M/s Adesh Tandon & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for the year 2017-18. The Secretarial Audit Report, as placed by the Auditor is annexed with this Report as Annexure ‘E’. There was no qualification, reservation or adverse remark made by the Auditor in their respective report.

IV. Internal Auditors:

The Company has appointed M/s SKVA & Co., Chartered Accountants as the Internal Auditors of the Company for the year 2017-18. Their report is placed before the Audit Committee of the Company from time to time.

Internal Control System and Their Adequacy

The Company has adequate system of internal control with reference to the financial statements. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. Company ensures proper and adequate systems and procedures commensurate with its size and nature of its business.

Corporate Social Responsibility

In terms of section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 the Board of Directors of your Company has constituted a CSR Committee the details of which are given in Corporate Governance Report. CSR Committee of the Board has developed a CSR Policy which is enclosed as part of this report as Annexure ‘F’.

Annual report on CSR as required under rule 8(1) of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed with this report as Annexure ‘G’.

Particulars of Loans, Guarantees or Investments

Your Company has not made any Loan or given any Guarantees and the details of investments are given under note 8 of the Financial Statements. However, the investments made does not exceeds the limits as prescribed under Section 186 of the Companies Act, 2013.

Vigil Mechanism (Whistle Blower Policy)

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulations 34 (3) and 53 (f) of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

Risk Management

The Company follows the risk management policy wherein the management keeps an eagle eye view on the markets, both domestic and foreign, related to the products, the Company manufactures and the raw materials required. The management also monitors the socio-economic changes worldwide and the changes in the currency fluctuation to minimize the risks.

The Board members are regularly informed about the potential risks, their assessment and minimization procedures. The Board frames a plan for elimination / minimization of the risk and further lays out the steps for implementing and monitoring of the risk management plan.

There are no risks which in the opinion of the Board are of the nature that can threaten the existence of the Company. However, the risks inter-se that are generally dealt in regular course of business and have to be taken care of are fluctuations in foreign exchange rates and raw material prices.

Material Changes and Commitments :

No material changes or commitments which may affect the financial position of the Company has been occurred between the end of the financial year of the Company and the date of this report.

Indian Accounting Standards:

Your Company has adopted Indian Accounting Standards (‘Ind- AS’) with effect from 1^st April, 2017 pursuant to Ministry of Corporate Affairs notification dated 16^th February, 2015 notifying the Companies (Indian Accounting Standards) Rules, 2015. The implementation of IND-AS in 2017 was a major change in the accounting policy from 2017-18 onwards.

Board Evaluation:

The Board annually evaluates its performance as well as the performances of its Committees and of Directors individually.

For evaluating the performance of the Board as a whole, the Board reviews the periodical performances of the Company and the role of the Board towards achievement of the said performances and the future plans as set out from time to time.

The performance of the Whole Time Directors is evaluated by the Board by linking it directly with their devotion towards implementation and management of the growth parameters of the Company and the actual achievements of the Company.

The performance of the Non Executive / Independent Directors is evaluated on the basis of their contribution for adopting better corporate governance practices, transparency and disclosures in achieving the goal of the Company.

The performance of the various Committees of the Board is reviewed on the basis of the achievement of the work designated to the specific committee.

Related Party Transactions:

During the year no contract or arrangement was entered by the Company in terms of the provisions of Section 188(1) of the Companies Act, 2013.

All the transactions with the related parties entered during the year 2017-18 were in the ordinary course of business, on arm’s length basis and are under omnibus approval granted by the Audit Committee.

Further, no material related party transaction was entered during the year under review. Accordingly, disclosure as required under section 134(3)(h) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, in form AOC-2, is not applicable in your Company.

The policy to deal with the related party transactions is uploaded on the company’s website. The weblink of the same is http:// kanplas.com/wp-content/uploads/Policy-on-Related-Party-Transactions.pdf.

Company’s Policy on Directors’ Appointment and Remuneration:

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. The Company has duly constituted the Nomination and Remuneration Committee of the Board and the committee interalia periodically evaluates:

1. The need for change in composition and size of the Board;

2. Recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance.

3. Recommend the policy for remuneration of Directors, KMPs & other senior level employees of the Company and review the same in accordance with the performance of the Company and industry trend.

The Remuneration Policy is annexed herewith as Annexure ‘H’ which forms part of this report.

Significant and Material orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company’s Operations in Future.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Directors’ Responsibility Statement:

Pursuant to clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that: -

i) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) 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 or loss of the Company for that period;

iii) 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;

iv) the Directors had prepared the Annual Accounts of the Company on a going concern basis.

v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

Acknowledgement:

Your Directors express their sincere gratitude for continued support and cooperation received from Bankers, other Government Agencies and esteemed customers for their patronage and support during the year.

Your Directors also place on record their appreciation for the committed contribution of all the officers, staff and workmen for the consistent growth of your Company.

Your Directors also take this opportunity to place on record their gratitude to the Members for their confidence with the company.

For and on behalf of the Board of Directors

Kanpur Plastipack Limited

Place: Kanpur (Shashank Agarwal) (Manoj Agarwal)

Date : 13^st August, 2018 Deputy Managing Director Managing Director

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Mar 31, 2016

The Directors have pleasure in submitting the 45th Annual Report together with Audited Accounts for the year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS:

(Rs. in Lacs)

Particulars	2015-16	2014-15
Sale of products	24596.52	24600.12
Other Income	366.26	321.78
Total Income	24962.78	24921.90
Net Profit After Tax	1645.58	1144.90
Appropriations:
Transfer to General Reserve	30.00	30.00
Transfer to Gratuity Reserve Fund	-	-
Proposed Equity Dividend	143.27	95.51
Dividend on Preference Shares	24.00	24.00
Tax on Dividend	34.07	23.89
Balance carried to Balance Sheet	1414.24	971.50

REVIEW OF OPERATIONS:

During the year under review, your Company has achieved yet another milestone by continuing its path of growth and achieving a Turnover of Rs. 250 Crores despite low raw material prices. It is a matter of great satisfaction that your Company has managed to retain all its customers and improve Volumes with some of its principal customers in Europe. The inroads made into North America have started to become steady business with a significant improvement in sales from South America. Your Company continues to lay emphasis on value added products and is creating the infrastructure towards that goal.

During the year your Company successfully installed the second Roof Top Solar plant of 306 kw capacity bringing the total generation to 506 kw. This Project has shown a bold initiative towards renewable energy.

The year saw significant improvements in margins. Accordingly the bottom line of your Company has increased by 43.76 % reaching a record figure of Rs.16.46 Crores against Rs.11.45 Crores in the previous year.

The trading activities as Del Credere Associate Cum Consignment Stockiest of Indian Oil Corporation Limited (IOCL) have stabilized and performing well in a difficult market.

DIVIDEND:

Your Directors have declared an interim dividend @ 12% (i.e. Rs.1.20) per Equity Share in its meeting held on 10th March, 2016 and have recommended a final dividend @ 6% (i.e. Rs.0.60) per Equity Share in its meeting held on 23rd May, 2016 for the financial year 2015-16. Dividend on Preference Shares was declared @ 12% for the financial year 2015-16 according to the terms of their issue.

BONUS ISSUE:

The year marks two major milestones in the life span of your Company. We have completed 45 years of successful operations since incorporation and 30 years since the public issue. To mark this momentous occasion your Directors have recommended to issue Bonus shares to the equity shareholders of the Company by way of capitalizing part of the reserves in the ratio of 1:2 i.e., one equity share for every two equity shares held.

PROSPECTS:

Your Company continues to work on technological up gradation and innovation. The Company has undertaken a massive project towards Operation Excellence and Lean management in its facilities which has started bringing in results As an ongoing process all such initiatives will further improve its performance. The management continues to lay emphasis on exports of value added products and expanding the geographical reach of its export market is your Company''s priority.

The third Multifilament Yarn Plant has stabilized and the product has been established in the market. New Export markets and some research towards value added products are helping this division.

The outlook for the current financial year looks robust and positive. The management is hopeful of improving its profitability.

DEPOSITS:

Your Company has taken Deposits from Corporate, Directors, Promoters and their relatives. The outstanding balance of which is Rs. 307.00 Lacs (including interest accrued thereon) as on 31/03/2016. In view of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 all the deposits held by the Company are exempted deposits.

DIRECTORS:

Smt. Usha Agarwal is retiring by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. In view of the valuable guidance and support received from her, your Directors recommend her re-appointment.

During the year, Dr. Ram Gopal Bagla was appointed as an Additional Director (Independent) w.e.f. 25th May, 2015 to hold office till the date of 44th Annual General Meeting i.e., 13th August, 2015. His appointment was regularized at the 44th Annual General Meeting and he was appointed as Independent Director of the Company w.e.f. 13th August, 2015 to hold office for 5 (five) consecutive years up to 31.03.2020.

Further, in the 44th Annual General Meeting held on 13th August, 2015, Shri Shashank Agarwal has been re-appointed as Director (Technical) with fresh terms and conditions for a period of 3 years w.e.f. 1st September 2015 and there has been a revision of terms and conditions of appointment of Shri Manoj Agarwal, Managing Director and Shri Sunil Mehta, Director (Operations) for the remaining tenure of their present Term.

During the year your Company has conducted 6 meetings of the Board of Directors. The details of the meeting and attendance therein are given under Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

During the year, Shri Arvind Gunjan, General Manager (Finance) has been designated as the Chief Financial Officer w.e.f. 8th February, 2016 in the Board meeting held on 8th February, 2016. Shri Ankur Shrivastav was the Company Secretary of the Company up to 15th September, 2015. Shri Brajmohan Prasad was the Company Secretary of the w.e.f. 16th September, 2015 up to 31st March, 2016. The Board of Directors in its meeting held on 10th March, 2016 has appointed Shri Avinash Kumar Singh as the Company Secretary of the Company w.e.f. 1st April, 2016.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

CORPORATE GOVERNANCE:

Pursuant to Regulations 34 (3) and 53 (f) of SEBI (LODR) Regulations, 2015, Report on Corporate Governance and Management Discussion & Analysis Report are annexed to the Annual Report as Annexure ''A'' which forms part of this Report. The Auditors'' Certificate certifying that the Company has complied with the requirements of Corporate Governance in terms of SEBI (LODR) Regulations, 2015 is attached and forms the part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo for the financial year 2015-16 are annexed as Annexure ''B'' which forms part of this Report.

PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure ''C which forms part of this Report.

No employee of the Company is covered under any of the clauses of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration ) Rules, 2014 are furnished in Annexure ''D'' and is attached to this Report.

LISTING:

The Equity Shares of Company continue to be listed at Bombay Stock Exchange. We confirm that the Annual Listing Fees for the financial year 2016-17 has been paid.

AUDITORS:

I. STATUTORY AUDITORS

M/s Pandey & Co., Chartered Accountants, was appointed as Statutory Auditors of your Company for a period of 3 years in the Annual General Meeting held on 10/09/2014. Their continuance of appointment is placed for ratification at the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

There was no qualification, reservation or adverse remark made by

the Auditors in their respective report.

II. COST AUDITORS

In view of the Companies (Auditor''s Report) Order, 2015, Cost Audit is not applicable on your Company.

III. SECRETARIAL AUDITORS

The Company has appointed M/s Adesh Tandon & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for the year 2015-16. There was no qualification, reservation or adverse remark made by the Auditor in their respective report. The Secretarial Audit Report, as placed by the Auditor is annexed with this Report as Annexure ''E''.

IV. INTERNAL AUDITORS:

The Company has appointed M/s Kapoor & Tandon, Chartered Accountants as the Internal Auditors of the Company for the year

2015-16. Their report is placed before the Audit Committee of the Company from time to time.

SECRETARIAL AUDIT

The observations made in the Secretarial Audit Report annexed hereto as Annexure E are self explanatory and hence need no further explanation from your Directors.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control with reference to the financial statements. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. Company ensures proper and adequate systems and procedures commensurate with its size and nature of its business.

CORPORATE SOCIAL RESPONSIBILITY

In terms of section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules,

2014 the Board of Directors of your Company has constituted a CSR Committee the details of which are given in Corporate Governance Report. CSR Committee of the Board has developed a CSR Policy which is enclosed as part of this report Annexure-''F''.

Annual report on CSR as required under rule 8(1) of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed with this report as Annexure ''G.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has not made any loan or given any Guarantees or made any investment under Section 186 of the Companies Act, 2013.

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulations 34 (3) and 53 (f) of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

RISK MANAGEMENT

The Company follows the risk management policy wherein the management keeps an eagle eye view on the markets, both domestic and foreign, related to the products, the Company manufactures and the raw materials required. The management also monitors the socio-economic changes worldwide and the changes in the currency parameters viz-a-viz Indian market and foreign markets inter-se, currency and socio economic parameters.

The Board members are regularly informed about the potential risks, their assessment and minimization procedures. The Board frames a plan for elimination / minimization of the risk and further lays out the steps for implementing and monitoring of the risk management plan.

There are no risks which in the opinion of the Board are of the nature that can threaten the existence of the Company. However, the risks inter-se that are generally dealt in regular course of business and have to be taken care of are fluctuations in foreign exchange rates and raw material prices.

MATERIAL CHANGES AND COMMITMENTS:

No material changes or a commitment which may affect the financial position of the Company has been occurred between the end of the financial year of the Company and the date of this report.

BOARD EVALUATION:

The Board annually evaluates its performance as well as the performances of its Committees and of Directors individually.

For evaluating the performance of the Board as a whole, the Board reviews the periodical performances of the Company and the role of the Board towards achievement of the said performances and the future plans as set out from time to time.

The performance of the Whole Time Directors is evaluated by the Board by linking it directly with their devotion towards implementation and management of the growth parameters of the Company and the actual achievements of the Company.

The performance of the Non Executive / Independent Directors is evaluated on the basis of their contribution for adopting better corporate governance practices, transparency and disclosures in achieving the goal of the Company.

The performance of the various Committees of the Board is reviewed on the basis of the achievement of the work designated to the specific committee.

RELATED PARTY TRANSACTIONS:

During the year no contract or arrangement was entered by the Company in terms of the provisions of Section 188(1) of the Companies Act, 2013.

Form AOC-2 detailing the related party transactions is annexed herewith as Annexure ''H.

The policy to deal with the related party transactions is uploaded on the Company''s website. The web link of the same is http://kanplas.com/wp-content/uploads/Policy-on-Related-Party-Transactions. pdf.

COMPANYS'' POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. The Company has duly constituted the Nomination and Remuneration Committee of the Board and the committee interalia periodically evaluates:

1. The need for change in composition and size of the Board;

2. Recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance.

3. Recommend the policy for remuneration of Directors, KMPs & other senior level employees of the Company and review the same in accordance with the performance of the Company and industry trend.

The Remuneration Policy is annexed herewith as Annexure ''I'' which forms part of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that: -

i) In the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) 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 or loss of the Company for that period;

iii) 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;

iv) The Directors had prepared the Annual Accounts of the Company on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for overwhelming cooperation and assistance received from State Bank of India, other Government Agencies and esteemed customers for their continued patronage and support during the year.

Your Directors also place on record their appreciation for the contribution made by all the Officers, Staff and Workmen. The consistent growth of your Company was made possible by their hard work, cooperation and support.

Your Directors also take this opportunity to place on record their gratitude to the Members for their continued support and confidence with the Company.

For and on behalf of the Board

Place: Kanpur (SHASHANK AGARWAL) (MANOJ AGARWAL)

Date : 29th July, 2016 Director (Technical) Managing Director

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Mar 31, 2015

TO THE MEMBERS,

The Directors have pleasure in submitting the 44th Annual Report together with Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS :

(Rs. in Lacs) 2014-15 2013-14

Sale of products 24600.12 21219.27

Other Income 321.78 231.85

Total Income 24921.90 21451.12

Net Profit After Tax 1144.90 1086.96

Appropriations:

Transfer to General Reserve 30.00 30.00

Transfer to Gratuity Reserve Fund - 30.00

Proposed Equity Dividend 95.51 95.51

Dividend on Preference Shares 24.00 24.00

Tax on Dividend 23.89 20.32

Balance carried to Balance Sheet 971.50 887.13

REVIEW OF OPERATIONS:

During the year under review, your Company has achieved yet another milestone by crossing a record turnover of about Rs. 250 Crores. It is a matter of great satisfaction that your Company has continued to grow steadily. The inroads made into North America have started to become steady business. Your Company continues to lay emphasis on value added products and is creating the infrastructure towards that goal.

During the year your Company successfully installed the region''s first Roof Top Solar Plant and has shown a bold initiative towards renewable energy.

Margins came under pressure during the later part of the year due to the drastic fall in value of the Euro. Accordingly, the bottom line of your Company has increased by only 5% and reached to Rs. 11.45 Crores as against Rs. 10.87 Crores in the earlier year.

The trading activities as Del Credere Associate Cum Consignment Stockist of Indian Oil Corporation Limited (IOCL) have stabilized and is showing improved performance.

CREDIT RATING ON CREDIT FACILITIES FROM BANK:

Your Company''s financial discipline and prudence is reflected in the Credit Rating affimed by the CRISIL as under: Long Term Rating : CRISIL BBB/Stable

Short Term Rating : CRISIL A3

DIVIDEND:

Your Directors have recommended a dividend @ 12% (i.e. Rs. 1.20) per Equity Share for the financial year 2014-15. Dividend on Preference Shares is being recommended @ 12% according to the terms of their issue.

PROSPECTS:

Your Company continues to expand its manufacturing facilities. Technological upgradation in its plant and machinery is an ongoing process which will further improve the performance of your Company. The management continues to lay emphasis on exports of value added products and expanding the export market is your Company''s priority.

The third Multifilament Yarn Plant has stabilized and the product has been established in the market. The management is exploring new avenues in this segment.

The outlook for the current financial year looks robust and positive. The withdrawal of Focus Product Scheme on our products in the newly announced export import policy will have only a marginal impact on the profitability of your Company due to the steps taken by the management to increase the value realization. The current year will also show increased volumes due to which the profitability is likely to improve.

DEPOSITS:

Your Company has taken Deposits from Corporates, Directors, Promoters and their relatives. The outstanding balance of which is Rs. 333.49 Lacs (including interest accrued thereon) as on 31/03/2015. In view of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 all the deposits held by the Company are exempted deposits.

DIRECTORS:

Shri Shashank Agarwal, Director is retiring by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. In view of the valuable guidance and support received from him, your Directors recommend his re-appointment.

Dr. G. N. Mathur has vacated his office of Director w.e.f. 04/02/2015 as he could not attend the meetings of the Board for a period of 12 months. The Board acknowledges his valuable contribution and guidance during his tenure.

Dr. R. G. Bagla was appointed as Additional Director (Independent) w.e.f. 25/05/2015 and being eligible offer himself to be appointed as Director in ensuing Annual General Meeting.

During the year your Company has conducted 06 meetings of the Board of Directors. The details of the meeting and attendance therein are given under Corporate Governance Report.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, Report on Corporate Governance and Management Discussion & Analysis Report are annexed to the Annual Report as Annexure ''A'' which forms part of this Report. The Auditors'' Certificate certifying that the Company has complied with the requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement is attached and forms the part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo for the financial year 2014-15 are annexed as Annexure ''B'' which forms part of this Report.

PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Companies Act, 1956 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure ''C'' which forms part of this Report.

No employee of the Company covered under any of the clauses of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration ) Rules, 2014 are furnished in Annexure ''D'' and is attached to this Report.

LISTING:

The Equity Shares of Company continue to be listed at Bombay Stock Exchange. We confirm that the Annual Listing Fees for the financial year 2015-16 has been paid.

AUDITORS:

I STATUTORYAUDITORS

M/s Pandey & Co., Chartered Accountants, were appointed as Statutory Auditors of your Company for a period of 3 years in the Annual General Meeting held on 10/09/2014. Their continuance of appointment is placed for ratification at the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

There was no qualification, reservation or adverse remark made by the Auditors in their respective report.

II COST AUDITORS

In view of the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable on your Company. ID. SECRETARIALAUDITORS

The Company has appointed M/s Adesh Tandon & Associates, Practicing Company Secretaries as the Secretarial Auditors of your Company for the year 2014-15. There was no qualification, reservation or adverse remark made by the Auditor in their respective report. The Secretarial Audit Report, as placed by the Auditor is annexed with this Report as Annexure ''E''.

IV INTERNALAUDITORS:

The Company has appointed M/s Kapoor & Tandon, Chartered Accountants as the Internal Auditors of the Company for the year 2014-15. Their report is placed before the Audit Committee of the Company from time to time.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control with reference to the financial statements. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by your Company. Company ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 the Board of Directors of your Company has constituted a CSR Committee the details of which are given in Corporate Governance Report. CSR Committee of the Board has developed a CSR Policy which is enclosed and forms part of this report as Annexure -''F''.

Annual report on CSR as required under rule 8(1) of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed with this report as Annexure ''G''.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has not made any loan or given any Guarantees or made any investment under Section 186 of the Companies Act, 2013.

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and revised Clause 49 of the Listing Agreement, a Vigil Mechanism for directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

RISK MANAGEMENT

The Company follows the risk management policy wherein the management keeps an eagle eye view on the markets, both domestic and foreign, related to the products, the Company manufactures and the raw materials required. The management also monitors the socio-economic changes worldwide and the changes in the currency parameters viz- a-viz indian market and foreign markets inter-se, currency and socio economic parameters.

The Board members are regularly informed about the potential risks, their assessment and minimization procedures. The Board frames a plan for elimination / minimization of the risk and further lays out the steps for implementing and monitoring of the risk management plan.

There are no risks which in the opinion of the Board are of the nature that can threaten the existence of the Company. However, the risks inter-se that are generally dealt in regular course of business and have to be taken care of are fluctuations in foreign exchange rates and raw material prices.

MATERIAL CHANGES AND COMMITMENTS :

No material changes or commitments which may affect the financial position of the Company has been occurred between the end of the financial year of the Company and the date of this report.

BOARD EVALUATION:

The Board annually evaluate its performance as well as the performances of its Committees and of Directors individually.

For evaluating the performance of the Board as a whole, the Board reviews the periodical performances of the Company and the role of the Board towards achievement of the said performances and the future plans as set out from time to time.

The performance of the Whole Time Directors is evaluated by the Board by linking it directly with their devotion towards implementation and management of the growth parameters of the Company and the actual achievements of the Company.

The performance of the Non Executive / Independent Directors is evaluated on the basis of their contribution for adopting better corporate governance practices, transparency and disclosures in achieving the goal of the Company.

The performance of the various Committees of the Board is reviewed on the basis of the achievement of the work designated to the specific committee.

RELATED PARTY TRANSACTIONS:

During the year no contract or arrangement was entered by the Company in terms of the provisions of Section 188(1) of the Companies Act, 2013.

Form AOC-2 detailing the related party transactions is annexed herewith as Annexure ''H''.

The policy to deal with the related party transactions is uploaded on the company''s website. The weblink of the same is http://kanplas.com/wp-content/uploads/Policy-on-Related-Party-Transactions.pdf.

COMPANYS'' POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence

of the Board, and separate its functions of governance and management. The Company has duly constituted the Nomination and Remuneration Committee of the Board and the committee interalia periodically evaluates:

1. The need for change in composition and size of the Board;

2. Recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance.

3. Recommend the policy for remuneration of Directors, KMPs & other senior level employees of the Company and review the same in accordance with the performance of the Company and industry trend.

The Remuneration Policy is annexed herewith as Annexure ''I'' which forms part of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:-

i) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) 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 or loss of the Company for that period;

iii) 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;

iv) the Directors had prepared the Annual Accounts of the Company on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for overwhelming cooperation and assistance received from State Bank of India, other Government Agencies and esteemed customers for their continued patronage and support during the year.

Your Directors also place on record their appreciation for the contribution made by all the Officers, Staff and Workmen. The consistent growth of your Company was made possible by their hard work, cooperation and support.

Your Directors also take this opportunity to place on record their gratitude to the Members for their continued support and confidence with the company.

For and on behalf of the Board

Place : Kanpur SHASHANK AGARWAL MANOJ AGARWAL

Date : 25th May, 2015 Director (Technical) Managing Director

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Mar 31, 2014

TO THE MEMBERS,

The Directors have pleasure in submitting the 43rd Annual Report together with Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS :

(Rs. in Lacs)

2013-14 2012-13

Sale of products 21219.27 17,532.12

Other Income 231.85 165.75

Total Income 21451.12 17,697.87

Net Profit After Tax 1086.96 690.37

Appropriations:

Transfer to General Reserve 30.00 20.00

Transfer to Quality Claim Reserve Fund – 13.00

Transfer to Gratuity Reserve Fund 30.00 –

Proposed Equity Dividend 95.51 79.59

Dividend on Preference Shares 24.00 24.00

Tax on Dividend 20.32 16.81

Balance carried to Balance Sheet 887.13 536.97

REVIEW OF OPERATIONS :

During the year under review, your Company has achieved a new milestone of crossing the record turnover of Rs. 200 Crores. It is a matter of great satisfaction that your Company has continued to grow steadily. The greenshoots of recovery in the Global Economy have helped your Company to improve its operations. We have made some significant inroads in USA and Canada during the year. Your Company continues to scale new landmarks in achievements having been awarded the prestigious AIB Certification for food grade bags during the year. This will help us in making inroads in the American market.

The Bottom line of your Company has remarkably increased by 57% and reached Rs. 10.87 Crores as against Rs. 6.90 Crores in the earlier year. The highlights of the performance of your Company are as under :

Sl No. Particulars Amount Percantage (Rs. in Lacs) Increase / Decrease

1. Sales 21219 by 21%

2. PBIDT 2827 by 22%

3. Net Profit 1087 by 57%

The trading activities as Del Credere Associate Cum Consignment Stockist of Indian Oil Corporation Limited (IOCL) have stabilized and is showing improved performance. During the year under review, your Company has also become

Del Credere Associate (DCA) of M/s JJ Plastalloy Private Limited. Thus, trading activities will improve in the years to come contributing to improving the bottom-line.

DIVIDEND :

In view of the better financial results, your Directors have recommended an increased level of dividend @ 12% (i.e. Rs. 1.20) per Equity Share for the financial year 2013-14. Dividend on Preference Shares is being recommended @ 12% according to the terms of their issue.

PROSPECTS :

Your Company continues to expand its manufacturing facilities. Technological upgradation in its plant and machinery is an ongoing process which will further improve its performance. The management continues to lay emphasis on exports of value added products and expanding the export market is your Company''s priority.

The second Multifilament Yarn has stabilized and as the product has been established in the market, we are planning to expand in this area. Plans are under preparation for further Capex in the current year.

The outlook for the current financial year looks robust and positive. The management is hopeful of maintaining its profitability.

DEPOSITS :

Your Company has taken the deposits from the shareholders, directors and their friends and relatives the outstanding balance of which is Rs. 322.88 Lacs (including interest accrued thereon) as on 31/03/2014. This is to confirm that the above amount of deposit is not yet due for payment and that there are no overdue, unpaid / unclaimed deposits. The interest has also been paid in time to all the deposit holders.

In view of Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 all the deposits held with the Company are exempted deposits.

DIRECTORS :

Shri Mahesh Swarup Agarwal and Shri Sunil Mehta are the Directors retiring by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. In view of the valuable guidance and support received from them, your Directors recommend their re-appointment.

The Board has re-appointed Shri Manoj Agarwal as Managing Director and Shri Sunil Mehta as Director (Operations), subject to the approval of shareholders in ensuing Annual General Meeting, for the further periods of 3 and 5 years, respectively, w.e.f. 1st September, 2014.

CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement, Report on Corporate Governance and Management Discussion & Analysis Report are annexed to the Annual Report as Annexure ''A'' which forms part of this Report. The Auditors'' Certificate certifying that the Company has complied with the requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement is attached and forms the part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Information as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo for the financial year 2013-14 are annexed as Annexure ''B'' which forms part of this Report.

PARTICULARS OF EMPLOYEES AS REQUIRED U/S 217(2A) OF THE COMPANIES ACT, 1956 :

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of

Employees) Rules, 1975, no employee is covered under Section 217(2A) of the Companies Act, 1956 and as such the particulars of employees are not required to be disclosed.

LISTING :

The Equity Shares of Company continue to be listed at Bombay Stock Exchange. We confirm that the Listing Fees for the financial year 2014-15 has been paid.

AUDITORS :

The Statutory Auditors, M/s Pandey & Company, Chartered Accountants are retiring at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

COST AUDITOR :

Pursuant to the direction of Ministry of Corporate Affairs Cost Audit Order No.52/26/CAB-2010 dated 24.01.2012 & 06.11.2012, read with Section 233B of the Companies Act, 1956, the Company has appointed M/s Rakesh Misra & Co., Cost Accountants, to conduct audit of cost accounting records of the Company in accordance with the said order read with the Companies (Cost Audit Report) Rules, 2011 and other statutory updates for the Financial Year 2013-14.

The due date for filing Cost Audit Report for the year 2013-14 is 27th September, 2014 which will be filed accordingly.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that :- i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) 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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) the Directors had taken proper and sufficient care 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) the Directors have prepared the Annual Accounts of the Company on a going concern basis.

ACKNOWLEDGEMENT :

Your Directors express their sincere gratitude for overwhelming cooperation and assistance received from State Bank of India, other Government Agencies and esteemed customers for their continued patronage and support during the year.

Your Directors also place on record their appreciation for the contribution made by all the Officers, Staff and Workmen. The consistent growth of your Company was made possible by their hard work, cooperation and support.

Your Directors also take this opportunity to place on record their gratitude to the Members for their continued support and confidence with the company.

For and on behalf of the Board

Place :Kanpur SHASHANK AGARWAL MANOJ AGARWAL

Date : 12th August, 2014 Director (Technical) Managing Director

---

Mar 31, 2013

TO THE MEMBERS,

The Directors have pleasure in submitting the 42nd Annual Report together with Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS :

(Rs. in Lacs)

2012-13 2011-12

Sale of products 17,518.42 18,362.40

Other Income 162.51 333.52

Total Income 17,680.93 18,695.92

Net Profit after tax 687.13 1,036.92

Appropriation:

Transfer to General Reserve 20.00 160.00

Transfer to Quality Claim Reserve Fund 13.00

Proposed Equity Dividend 79.59 79.59

Dividend on Preference Shares 24.00 24.00

Tax on Dividend 16.81 16.81

Balance carried to Balance Sheet 533.73 756.52

REVIEW OF OPERATIONS :

Financial Year 2012-13 proved to be a challenging year due to global economic uncertainties and disturbances which affected industries worldwide leading to a significant impact on your Company. The management has tried its best to stabilize the operations with some success. During the year some highlights of the performance of your Company are as under:

- Sales : Rs. 17,518.42 Lacs;

- PBIDT : Rs. 2,312.54 Lacs;

- Net Profit : Rs. 687.13 Lacs.

During the year your Company aggressively explored new markets with success in new territories of South America, USA and CIS.

The silver lining is the relaxation in the JPMA where 40% of sugar & 10% of food grain have been permitted to be packed in plastic bags for the first time by the Government. Your Company was well placed to take advantage of this relaxation and shipped out over 30 Lacs sugar bags and over 35 Lacs food grain bags.

The trading activities as Del Credere Associate Cum Consignment Stockist of Indian Oil Corporation Limited (IOCL) have stabilized and is showing improved performance with an increase of about 8% in sales.

DIVIDEND :

Your Directors recommend a dividend @ 10% (i.e. Rs. 1) per Equity Share for the financial year 2012-13. Dividend on Preference Shares is being recommended @ 12% according to the terms of their issue.

PROSPECTS :

While the economic situation in Europe is far from satisfactory, initiatives taken by the management to develop new markets and some specialized products will show positive results in the year 2013-14. There is strong interest from USA and early signs of recovery in Germany which will help the Company.

FIXED DEPOSITS :

The Company has total fixed deposits of Rs. 344.99 Lacs (including interest accrued thereon) as on 31st March, 2013. This is to confirm that there are no overdue, unpaid / unclaimed deposits. The interest has also been paid in time to all deposit holders.

DIRECTORS :

Shri Prem S. Khamesra and Shri P. K. Goenka are the Directors retiring by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. In view of the valuable guidance and support received from them, your Directors recommend their re-appointment.

The Board re-appointed Shri Shashank Agarwal, Director Technical, subject to the approval of shareholders in ensuing Annual General Meeting, for the period from 5th June, 2013 to 31st May, 2016.

CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement, Report on Corporate Governance and Management Discussion & Analysis Report are annexed to the Annual Report as Annexure ''A'' which forms part of this Report. The Auditors'' Certificate certifying that the Company has complied with the requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement is attached and forms the part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Information as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo for the financial year 2012-13 are annexed as Annexure ''B'' which forms part of this Report.

PARTICULARS OF EMPLOYEES AS REQUIRED U/S 217(2A) OF THE COMPANIES ACT, 1956 :

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, no employee is covered under Section 217(2A) of the Companies Act, 1956 and as such the particulars of employees are not required to be disclosed.

LISTING :

The Equity Shares of Company continue to be listed at Bombay Stock Exchange. We confirm that the Listing Fees for the financial year 2013-14 has been paid.

AUDITORS :

The Statutory Auditors, M/s Pandey & Company, Chartered Accountants are retiring at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

COST AUDITOR :

Pursuant to the direction of Ministry of Corporate Affairs Cost Audit Order No.52/26/CAB-2010 dated 24.01.2012 &

06.11.2012, read with Section 233B of the Companies Act, 1956, the Company has appointed M/s Rakesh Misra & Co., Cost Accountants, to conduct audit of cost accounting records of the Company in accordance with the said order read with the Companies (Cost Audit Report) Rules, 2011 and other statutory updates for the Financial Year 2013-14.

The due date for filing Cost Audit Report for the year 2012-13 is 27th September, 2013 which will be filed accordingly.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that :- i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) 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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) t he D irectors had taken proper and sufficient care 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) the Directors have prepared the Annual Accounts of the Company on a going concern basis.

ACKNOWLEDGEMENT :

Your Directors place on record their sincere gratitude for overwhelming cooperation and assistance received from State Bank of India, other Government Agencies and esteemed customers for their continued patronage, support, cooperation and assistance during the year.

Your Directors also place on record their appreciation for the high degree of professionalism, whole-hearted commitment, sincere and dedicated efforts put in by all Officers, Staff and Workmen who through their competence, hard work and cooperation have enabled the Company to achieve consistent growth.

Your Directors also take this opportunity to place on record their gratitude to the Members for their continued support and confidence with the company.

For and on behalf of the Board

Place :Kanpur SHASHANK AGARWAL MANOJ AGARWAL

Date : 27th May, 2013 Director (Technical)

Managing Director

---

Mar 31, 2012

The Directors have pleasure in submitting the 41st Annual Report together with Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS :

(Rs. in Lacs)

2011-12 2010-11

Sale of products 18,362.40 11,758.43

Other Income 333.52 76.74

Total Income 18,695.92 11,835.17

Net Profit after tax 1,036.92 347.27

Appropriation:

Transfer to General Reserve 160.00 -

Proposed Equity Dividend 79.59 53.06

Dividend on Preference Shares 24.00 8.00

Tax on Dividend 16.81 9.91

Balance carried to Balance Sheet 1,918.31 1,183.58

REVIEW OF OPERATIONS :

During the year, both production and sales have considerably grown, thus there is continuous improvement in the operations of the Company. The results of upgradation and modernization of Plant and Machinery are evident.

It is a matter of satisfaction that the Company has achieved an all time record in its sales and profits. The Net profit stands at Rs. 1036.92 Lacs as against Rs. 347.27 Lacs in the previous year. The improved performance was a result of favourable market conditions enabling the Company's successful entry into South American markets and better capacity utilization.

During the year Bonus Shares in the ratio of 2:1 (1Bonus Equity Share each for every 2 existing Equity Shares) were allotted to the existing shareholders. Thus Equity Share Capital of the Company stands at Rs. 79,592,470 i.e. 79,59,247 Equity Shares of Rs. 10/- each fully paid up.

The trading activities as Del Credere Associate Cum Consignment Stockist of Indian Oil Corporation Limited (IOCL) have stabilized and is showing improved performance.

DIVIDEND :

Your Directors have recommended a dividend of Rs. 1/- per Equity Share for the year 2011-12 on enhanced Equity Share Capital. Dividend on Preference Shares is being recommended @ 12% according to the terms of their issue.

PROSPECTS :

With the successful implementation of its modernization programmes and activities undertaken during the year, it is expected that your Company will continue to give improved performance in the years to come. Encouraged by the performance in the Financial Year 2011 - 2012, the Management is now focussing on further expanding its presence in the international markets. The Management hopes to undertake a major expansion in the year 2012 - 2013 to carry on the momentum of growth.

The Multifilament Yarn division has showered up opportunities in terms of value added products which the management hopes to utilize in times to come.

FIXED DEPOSITS :

The Company has total fixed deposits of Rs. 313.50 Lacs (including interest accrued thereon) as on 31/03/2012. This is to confirm that there are no overdue, unpaid / unclaimed deposits. The interest has also been paid in time to all deposit holders.

DIRECTORS :

Shri S. M. Jain and Dr G N. Mathur are the Directors retiring by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. In view of the valuable guidance and support received from them, your Directors recommend their re-appointment.

Shri Mahesh Swarup Agarwal, having attained the age of 85 years has expressed his wish to be relieved from day to day operations of the Company and has tendered his resignation as Executive Chairman to be effective from 1st September, 2012. The Board acknowledges and appreciates his contributions as an able leader & valuable guide which resulted in the extraordinary growth which the Company has achieved during the last over 40 years from a SSI unit to the present status. The Board regretfully accepted his resignation but recommends that he be appointed as "Chairman Emeritus" for life on such honorarium as the members may approve so that the Company continues to obtain his valuable advice and guidance from time to time for the benefits of the Company.

CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement, Report on Corporate Governance and Management Discussion & Analysis Report are annexed to the Annual Report as Annexure 'A' which forms part of this Report. The Auditors' certificate certifying that the Company has complied with the requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement is attached and forms the part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo for the financial year 2011-12 are annexed as Annexure 'B ' which forms part of this Report.

PARTICULARS OF EMPLOYEES AS REQUIRED U/S 217(2A) OF THE COMPANIES ACT, 1956 :

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, no employee is covered under Section 217(2A) of the Companies Act, 1956 and as such the particulars of employees are not required to be disclosed.

LISTING :

The Equity Shares of Company continue to be listed at Bombay Stock Exchange. We confirm that the Listing Fees for the financial year 2011-12 has been paid.

AUDITORS :

The Statutory Auditors, M/s Pandey & Company, Chartered Accountants are retiring at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

COST AUDITOR :

Pursuant to MCA Cost Audit Order No. 52/26/CAB-2010 dt. 24.01.2012 read with Sec. 233B of the Companies Act, 1956, the Company has appointed M/s Rakesh Misra & Co. Cost Accountants to conduct audit of Cost accounting records of the Company in accordance with the said order read with Companies (Cost Audit Report) Rules, 2011 & other statutory updates for the Financial Year 2012-13.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:-

i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) 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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) the Directors had taken proper and sufficient care 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) the Directors have prepared the Annual Accounts of the Company on a going concern basis.

ACKNOWLEDGEMENT :

Your Directors place on record their sincere gratitude and are grateful for overwhelming cooperation and assistance received from State Bank of India, other Government Agencies and esteemed customers for their continued patronage, support, cooperation and assistance during the year.

Your Directors also place on record their appreciation for the high degree of professionalism, whole-hearted commitment, sincere and dedicated efforts put in by all Officers, Staff and Workmen who through their competence, hard work and cooperation have enabled the Company to achieve consistent growth.

Your Directors also take this opportunity to place on record their gratitude to the Members for their continued support and confidence with the company.

For and on behalf of the Board

Place : Kanpur MAHESH SWARUP AGARWAL

Date : 07th August, 2012 Executive Chairman

---

Mar 31, 2010

The Directors have pleasure in presenting the 39th Annual Report together with Audited Accounts for the year ended 31st March, 2010.

FINANCIALRESULTS :

(Rs. in Lacs)

2009-10 2008-09

Sale / Income 10276.84 10238.96

Operating Profit 825.53 683.30

Less : Interest 273.63 235.73

Less : Depreciation 154.81 162.81

Less : Adjustments relating to

earlier year - -

Profit before Tax 397.09 284.76

Less : Provision for taxation

- Current 111.00 82.00

- Deferred Tax 31.05 10.51

- Fringe Benefit Tax - 2.70

- Earlier Years 1.03 3.19

Net Profit for the year 254.01 186.36

Appropriation :

Proposed Dividend 53.06 31.84

Tax on Dividend 8.81 5.41

Balance carried to Balance Sheet 951.20 741.99

REVIEW OF OPERATIONS :

Your Directors are happy to report that in spite of global recession and heavy fluctuation in the foreign currency rates, your Company has maintained steady progress reporting a net profit of Rs 254.01 Lacs as against Rs. 186.36 Lacs for earlier year after providing for income tax. The operations continue to improve and we have processing facilities compatible with the highest international standard in the industry.

This is further to report, that your Company has been appointed as the Del Credere Associate Cum Consignment Stockist of Indian Oil Corporation Limited (IOCL) for their polymer division and, therefore have surrendered the Consignment Stockist-ship of Gail (India) Limited. We expect the higher basket of various polymers available from IOCL. Thus, trading activities will improve in the years to come contributing to improve the bottom-line.

DIVIDEND :

Your Directors have recommended a dividend of Re. 1.00 per share for the year 2009-10 as against Rs. 0.60 per share in the earlier year.

PROSPECTS :

Your Company has further expanded its manufacturing activities by starting operations at third location. With the facilities, both manufacturing and trading activities, available with the Company and looking towards the bright economic scenario in the Country where the economy is projected to grow about 7% to 8% per annum, the Company is well positioned to continue to improve its performance in the coming years. With the growing demand in packaging industry, the Company has bright prospects for its growth, both in domestic & export market.

FIXED DEPOSITS :

The Company has total fixed deposits of Rs.266.38 Lacs (including interest accrued thereon) as on 31/03/2010. This is to confirm that there are no overdue, unpaid / unclaimed deposits. The interest has also been paid in time to all deposit holders.

DIRECTORS :

Dr. G. N. Mathur and Shri S. M. Jain are the Directors retiring by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. In view of the services rendered by the said Directors and the growth the Company has achieved under their able guidance, your Directors recommend their re-appointment.

Shri B.L. Manchanda has tendered his resignation from the Board w.e.f. 25/03/2010 due to health reason. The Board reluctantly accepted his resignation and place on record appreciation for valuable guidance provided by him since the beginning.

Regretfully, the Board noted the demise of its Promoter Director Smt. Santosh Agarwal who suddenly left for heavenly abode on 31/05/2010. As a Promoter Director she was instrumental in guiding the growth of the Company which was started as a small SSI unit in 1971 and has grown to this height now. She was always the source of inspiration for the entire Board members. The Board appreciates the role played by her and places on record its sincere respect to the departed soul.

Shri Shashank Agarwal has been appointed as Director (Technical) w.e.f. 05/06/2010.

CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement, report on Corporate Governance and Management Discussion & Analysis Report are annexed to the Annual Report as Annexure ‘A which forms part of this report. The Auditors certificate certifying that the Company has complied with the requirements of the Corporate Governance in terms of Clause 49 of the Listing Agreement is attached and forms the part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Information as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo for the financial year 2009-10 are annexed as Annexure ‘B which forms part of this report.

PARTICULARS OF EMPLOYEESAS REQUIRED U/S 217(2A) OF THE COMPANIES ACT, 1956 :

Particulars of employees required to be disclosed in terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the year 2009-10 are annexed as Annexure ‘C which forms part of this report.

LISTING :

The Equity Shares of Company continue to be listed at Bombay Stock Exchange. We confirm that the Listing Fees for the financial year 2009-10 already has been paid to them.

The confirmation of delisting from Calcutta Stock Exchange has been obtained by the Company during the year.

AUDITORS :

The Statutory Auditors, M/s Pandey & Company, Chartered Accountants are retiring at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORSRESPONSIBILITY STATEMENT :

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that :- i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) 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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or Loss of the Company for that period;

iii) The Directors had taken proper and sufficient care 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) The Directors have prepared the Annual Accounts of the Company on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors would like to place on record their sincere gratitude for overwhelming cooperation and assistance received from State Bank of India, other Government Agencies and esteemed customers for their continued patronage, support, cooperation and assistance during the year.

Your Directors also wish to place on record their appreciation for the high degree of professionalism, whole-hearted commitment, sincere and dedicated efforts put in by all Officers, Staff and Workmen who through their competence, hard work and cooperation have enabled the Company to achieve consistent growth.

Your Directors also take this opportunity to place on record their gratitude to the Members for their continued support and confidence with the Company.

For and on behalf of the Board

Place : Kanpur M. S. AGARWAL

Date : 5th June, 2010 Executive Chairman