Directors Report of Kkalpana lndustries (India) Ltd.

Mar 31, 2025

The Board of Directors ("Board") have pleasure to present the 40^th Annual Report on the performance of Kkalpana Industries
(India) Limited ("the Company") together with the Audited Statement of Accounts for the financial year ended 31^st March,
2025. ("Financial Year 2024-25" or "FY 2024-25")

Summarized Financial Results

(Rs. In Lacs)

	Standalone
	2024-25	2023-24
Total Revenue	5,261.50	8,099.40
Profit before Depreciation, Financial Costs & Tax	648.21	970.33
Less: Depreciation	240.86	290.63
Financial Costs	338.07	535.81
Profit before Exceptional Items and Tax	69.28	143.89
Less: Exceptional Items	-	- 84.37
Profit before Tax	69.28	59.52
Less: Provision for Tax	0.55	37.63
Profit After Tax	68.73	21 .89
Add: Profit brought forward from previous year.	1736.59	1714.70
Non-Controlling Interest	-	-
Amount Available for Appropriation	1805.32	1736.59
Appropriation
Equity Dividend	-	-
Transfer to General Reserve	-	-
Surplus carried to Balance Sheet	1805.32	1736.59

Dividend

In order to preserve the Cash Flow, no dividend was recommended for FY 2024-25.

Change of Registered Office and Place of keeping & maintaining Books of Accounts

The Company had shifted its registered office outside the local limits but within the State of West Bengal from "BK Market",
16A Shakespeare Sarani, 4^th Floor, Room No. 3, Kolkata - 700071 to Bhasa, No. 14, P.O. & P.S. Bishnupur, Diamond Harbour
Road, South 24 Parganas - 743503, West Bengal for operational efficiency and cost effectiveness w.e.f. 14^th January, 2025,
which was approved by the shareholders of the company, vide postal ballot notice dated 12^th November, 2024, result
whereof was declared on 13^th January, 2025.

However, the Company had also shifted its place of keeping and maintaining Books of Accounts of the Company from "BK
Market", 16A Shakespeare Sarani, 4^th Floor, Room No. 3, Kolkata - 700071 to Unit 4C, 4th Floor, Chandra Kunj, 3 Pretoria Street,
Kolkata-700071 w.e.f. 1^st December, 2024, for operational convenience.

Necessary compliances in this regard have been completed.

Industrial Scenario

As per a McKinsey report, if plastics demand follows its current trajectory, global plastic waste volumes would grow from
260 million tons per year in 2016 to 460 million tons per year by 2030, taking what is already a serious environmental
problem to a whole new level.

As per an article by Fortune Business Insights, the global recycled plastic market size was US$ 55.46 billion in 2024 is
projected to grow to USD 107.13 billion by 2032. Favourable initiatives to promote the use of recycled plastics in
developed countries, growing acceptance of recycled plastics consumption in the textile industry as fibers in developing
countries of the Asia Pacific, and cost effective, sophisticated recycling technologies are some of the key factors driving the
global recycled plastics market.

The Indian plastics industry has been developing fast with market growth and diversification in recent years. Latest market
reports indicate that the industry is the likely to be increasing in total exports of the Plastic raw materials. According to the
Directorate General of Commercial Intelligence and Statistics (DGCIS) of India, the Indian plastics industry hosts more than
2,000 exporters.

Recycled plastic is scrap or waste plastic materials that are processed and re-purposed into useful products. Since most of
the polymer materials used globally are non-biodegradable, recycling these materials is the solution to reduce the burden
of polymers present in the environment. Furthermore, increasing restrictions on the usage of single use polymers and
initiatives taken by governments in Europe, China, India and Brazil are expected to promote recycling on fast-track basis.
For instance, the European Union has prohibited single use plastic polymer products since 2021. Moreover, the shift of end
use industries, especially packaging and consumer goods, towards sustainable or recyclable materials will drive market
growth. Further, the innovation and development of products, including packaging bottles, films, containers, and cutlery
using post-consumer recycled (PCR) plastics will provide huge opportunities for the market in the future.

Many Industries are regularly modifying the Plastic to make it environment friendly. In India, Plastic has a higher edge in
terms of Trust, Ability and Technology to leverage the global market. Corporate Houses are vigorously innovating &
competing to provide the most efficient Plastics for making manufacturing easier, recyclable and more cost effective.
However, for the corporate sector, recycling plastic is also a complicated issue. There are so many different grades of
plastic, each requiring their own recycling processes. Some non-durable plastic types are not even recyclable in a
commercially viable manner.

Currently, India generates 26,000 tonnes of Plastic Waste every day. Even though they have such great advantages, the
government and many Environmental Activists are calling for a ban on Plastics. For tackling the menace of Plastic Waste in
India, the Government has completely banned import of Solid Plastic waste/ scrap in the Country. However, the very
properties that make Plastic so dangerous - its durability and long lifespan - also make it a great asset. Plastic is such a
material that can be constantly recycled. This helps Ecology and the Economy, especially when the human population is
growing rapidly, and our lifestyle demands are increasing exponentially. The solution is not to Ban Plastic, but to ensure
that it is used responsibly and recycled properly. India generates around 9.3 million tons of plastic waste each year, which
is about 0.12 kilograms per person per day. This makes India the world''s largest producer of plastic waste, according to a
study published in Nature.

Meanwhile, there are around 30,000 plastic processing units of which 85-90% are small and medium-sized enterprises,
over 7000 recycling units and numerous end-users, which ensure an effective industry chain in the country. These
enterprises employ more than 4 million people. The Government of India intends to take the plastic industry from a
current level of Rs. 3 lakh crore (US$ 37.8 billion) of economic activity to Rs. 10 lakh crore (US$ 126 billion) in four-five years.

Operations and State of Company''s Affairs

Pursuant to the Scheme of Arrangement between Kkalpana Industries India Limited ("KIIL" or "the Company") and the Ddev
Plastiks Industries Limited ("DPIL") and their respective Creditors and Shareholders ("the Scheme"), as approved by Hon''ble
National Company Law Tribunal, Kolkata Bench, ("NCLT") vide its Order dated 4^th March, 2022, the Compounding Business
of KIIL has been vested to DPIL having an appointed date of 1^st April, 2021.

There has been no further change in the nature of business of the company during the financial year ended 31^st March, 2025.

During the year under review, your Company achieved total revenue of Rs. 5,261.50 Lacs as against total revenue of
Rs. 8,099.40 Lacs in the previous financial year. The Profit before Tax is Rs. 69.28 Lacs as against Rs. 59.52 Lacs in the previous
year. The Profit after Tax is Rs. 68.73 Lacs as against Rs. 21.89 Lacs in the previous year.

The Company recycles plastic and manufactures plastic granules. It has 2 (Two) manufacturing units with state-of-the-art
machinery, infrastructure, equipment, and R&D facilities. With plants located at East coast of India, the company gains
advantage of low freight costs. The Company is in process to identify more avenues and engage in reliable projects.

Future Prospects

Plastics are lightweight, durable and inexpensive materials that can be molded into a diverse variety of products. As a result,
production of plastics has increased manifold over the past few decades. However, their current usage has also led to the
generation of a huge amount of waste, resulting in major environmental concerns. The landfill is the conventional method
for waste disposal; however, landfill area has become scarce in many countries. Although this method has limited
environmental impacts, there are long-term risks of contamination of soil and groundwater associated with it, thus
polluting the natural environment.

Plastic recycling is the reprocessing of plastic waste into new and useful products. When performed correctly, this can
reduce dependence on landfills, conserve resources and protect the environment from plastic pollution and greenhouse
gas emissions. Furthermore, consistent support from the government and increasing penetration of recycled plastic
products is presenting lucrative opportunities for the global plastic recycling market. A major opportunity lies in increasing
use of recycled plastics to other industries and its market is forecasted to grow even more in the following years.

Plastic recycling is a mechanical and chemical process of recovering plastic waste or scrap discarded during the production
of plastic products (pre-consumer plastic waste) or after the use of these products by consumers (post-consumer plastic
waste). It is cost effective process and helps decrease carbon emissions.

The global plastic recycling market is projected to grow from an estimated $42.4 billion in 2024 to $57.9 billion by 2029,
exhibiting a Compound Annual Growth Rate (CAGR) of 6.4%. Plastic recycling is the process of retrieving waste or used
plastic materials and converting them into new products. Plastic waste is collected, sorted, cleaned, and processed in this
process to produce a new material that can be utilized to make other products. The major objective of plastic recycling is to
decrease the amount of plastic waste that ends up dumping grounds and oceans and to conserve natural resources by
using recycled plastic instead of new plastic. These programs promote recycling plastic bags to mitigate landfill hazards.
People are also increasingly preferring to recycle plastic products to reduce waste. It is a crucial aspect of waste
management and environmental conservation efforts. Several key factors are driving the plastic recycling market.

The rising awareness of the negative impacts of plastic waste on the environment, such as ocean pollution and harm to
wildlife, is one of the major factors driving the growth of the market. Due to this, there is now more demand for plastic
recycling as a means of reducing plastic waste and lowering its environmental impact. The growing desire by consumers
and businesses for environmentally friendly and sustainable goods is another factor driving the plastic recycling industry.
Recycled plastic is increasingly being used in goods by many businesses, which has increased demand for the material.

Because of the Central Government''s total emphasis on infrastructure and continuation of reforms, the sector in which
your company operates will get a big boost. Further, the strong Research and Development (R&D) facilities of your

company will propel the turnover in the very near future. Your company has been constantly seeking inroads in overseas
markets. A high standard of research and development will ensure cost reduction and cost control, which primarily affects
the bottom line of any company.

The global plastic recycling market forecast report is segmented on the basis of product, source, application, and region.
By product, the market is sub-segmented into polyethylene (PE), polyethylene terephthalate (PET), polypropylene (PP),
polyvinyl Chloride (PVC), polystyrene (PS), and others. According to Source, the market is classified into plastic bottles,
plastic films, polymer foam, and others.

Preservation of the environment, being the primary concern, worldwide, recycling becomes an important aspect, and we
look forward to the growth of industry.

Share Capital

There is no change in the Share Capital of the Company. As on 31^st March, 2025, the paid-up equity share capital of the
company stood at Rs. 1881.46 lacs divided into 94072930 equity shares of face value Rs. 2/- each.

Transfer to General Reserve

The Board of Directors decided to retain the entire amount of profits for FY 2024-25 in the retained earnings.

Transfer of Amount to Investor Education and Protection Fund

The dividend for the financial year ended 31^st March, 2018, which remains unpaid or unclaimed for a period of seven years,
will be due for transfer to the Investors'' Education and Protection Fund (IEPF) on 2^nd November, 2025. Members who have
not yet enchased their dividend warrants for the financial year ended 31^st March, 2018 or any subsequent financial year(s),
are requested to lodge their claims with the Company''s RTA without any delay.

Pursuant to the provisions of the Investor Education and Protection Fund ("IEPF") (Uploading of information regarding
unpaid and unclaimed amounts lying with companies) Rules, 2012 ("IEPF Rules"), the Company has already filed the
necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last
Annual General Meeting ("AGM") (i.e., 27^th September, 2024), with the Ministry of Corporate Affairs ("MCA").

The related data is available on the Company''s website.

Deposits

Your Company has not accepted any deposits from the public and/ or members during the year under review, within the
meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and
accordingly as of 31^st March, 2025, there were no unpaid deposits with the Company.

Research and Development

Your Company recognizes that Research & Development ("R&D") plays a vital role in supporting operations as well as
future growth. Your Company focuses its attention on development of Products that have wide industrial applications,
particularly in cable, piping, packaging and footwear industries. Through R&D, it endeavors to increase production, lower
the cost of production and lower wastage.

Directors and Key Managerial Personnel

The Board of Directors of your Company comprises of Six (6) Directors of which Two (2) are Executive Directors, One (1) are
Non-Executive Director and Three (3) are Non-Executive and Independent Directors as on 31^st March 2025.

Appointment/ Re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 ("the Act"), Dr. Pranab Ranjan Mukherjee
(DIN: 00240758), Whole-Time Director of the Company, retires by rotation at the ensuing AGM and being eligible, has

offered himself for re-appointment.

As per the stated provisions of the Act, the Independent Directors are not liable to retire by rotation.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and
committee membership held in other companies of the Directors proposed to be appointed/re-appointed, along with
their shareholding in the Company, as stipulated under Secretarial Standard-2 ("SS-2")issued by the Institute of Company
Secretaries of India ("ICSI"), and Regulation 36 of the SEBI Listing Regulation is appended as an Annexure to the Notice of
the ensuing AGM.

Mrs. Ramya Hariharan (DIN: 06928511), Independent Director of the Company was re-appointed to said office for a term of
5 years w.e.f. 27^th September, 2024. As such, his term of office expires on 26^th September, 2024. The Board, at its meeting
held on 23^rd May, 2024, upon recommendation of Nomination and Remuneration Committee at its meeting held on same
day. Her appointment as Independent Director for a term of 5 years w.e.f. 27^th September, 2024, was approved by the
shareholders vide Postal Ballot, result whereof was declared on 28^th June, 2024. It is also informed that she had submitted
her consent for being re-appointed as Independent Director of the Company.

Mr. Dhari Lal Goenka (DIN 10717410) was appointed as an Additional Director under the category of Independent Director
w.e.f. 15^th August, 2024 by the Board at its meeting held on 13^th August, 2024, upon recommendation of the Nomination
and Remuneration Committee at its meeting held on the same day. His appointment as Independent Director for a term of
5 years w.e.f. 15^th August, 2024 was approved by the shareholders at the AGM held on 27^th September, 2024. It is also
informed that he had submitted his consent for being appointed as Independent Director of the Company.

The necessary disclosures about Directors, required pursuant to Regulation 36 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Clause 1.2.5 of the Secretarial Standard on
General Meetings, are annexed to the Notice of 40^th AGM, forming part of the Annual Report.

Key Managerial Personnel

As at the Financial Year ended 31^st March, 2025, the following were the Key Managerial Personnels of the Company: -

(1) Mr. Narrindra Suranna,

(2) Dr. Pranab Ranjan Mukherjee,

(3) Mr. Indar Chand Dakalia, and

(4) Mrs. Swati Bhansali.

Your Company has also received the necessary declaration from all the directors, as enumerated in Section 164(2) and
184(1) of the Companies Act, 2013.

Independent Directors

The following Independent Directors of the Company are on Board as at 31^st March, 2025: -

(1) Mr. Samir Kumar Dutta,

(2) Mrs. Ramya Hariharan, and

(3) Mr. Dhari Lal Goenka.

None of the Independent Director is due for re-appointment at the ensuing AGM or during the period under review.

The Board is of the opinion that the Independent Directors of the Company have fulfilled the conditions as specified in SEBI
(Listing Obligations and Disclosure Requirements), Regulations, 2015 and are independent of the management, possess
requisite qualifications, experience, proficiency, and expertise in their respective designated fields and are people of
integrity.

The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the

data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs (IICA), in terms of Section 150
of the Companies Act, 2013 (including any statutory modifications, amendments/ re-enactments, if any) read with Rule 6
of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time.

Further, at the time of the appointment of an Independent Director, the company also issues a formal letter of
appointment outlining his/her role, function, duties and responsibilities. The terms and conditions of the Independent
Directors are incorporated under the head ''Terms of Appointment of Independent Director'' on the website of the
Company at https://www.kkalpanagroup.com/investor-relations/.

Cessation

Mr. Deepesh Tiwari (DIN: 09644428), Independent Director of the Company, resigned from his office w.e.f. 29^th June, 2024.

None of the Directors are disqualified or debarred by Securities and Exchange Board of India ("SEBI") or any other statutory
authority, from continuing office as Director and Certificate received in this regard from Mr. Ashok Kumar Daga (FCS-2699,
COP-2948), Practicing Company Secretary, is annexed to this report as "Annexure 1".

Declaration by Independent Directors

All Independent Directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013, that
they meet the criteria of Independence, as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. In terms of Regulations 25(8) of the
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that
they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an objective independent judgment and without any external influence.
They have also confirmed, respectively, pursuant to Circular No. LIST/COMP/14/2018-19 dated 20^th June, 2018 issued by
BSE Ltd., pertaining to enforcement of SEBI Orders regarding appointment/ re-appointment of Director/Independent
Director, that they are not debarred from holding office of Independent Director/ Director by virtue of any SEBI order or
any other statutory authority and are not disqualified from continuing as Independent Directors in terms of Section 164 of
the Companies Act, 2013. They have also confirmed, respectively, their compliance with Rules 6(1) and 6(2) of the
Companies (Appointment and Qualification of Directors) Rules, 2014 ("the Rules"), as amended from time to time, with
respect to registration with the Databank of Independent Directors maintained with Indian Institute of Corporate Affairs.

Board membership Criteria and list of Core Skills/ Expertise/ Competencies identified in the context of
the business

The Board of Directors are collectively responsible for selection of member on the Board. The Nomination and
Remuneration Committee of the Company follows defined criteria for identifying, screening, recruiting and
recommending candidates for selection as a Director on the Board. The criteria for appointment to the Board include:

• composition of the Board, which is commensurate with the size of the Company, its portfolio, geographical spread
and its status as a listed Company;

• desired age and diversity on the Board;

• size of the Board with optimal balance of skills and experience and balance of Executive and Non-Executive Directors
consistent with the requirements of law;

• professional qualifications, expertise and experience in specific areas of relevance to the Company;

• balance of skills and expertise in view of the objectives and activities of the Company;

• avoidance of any present or potential conflict of interest;

• availability of time and other commitments for proper performance of duties;

• personal characteristics being in line with the Company''s values, such as integrity, honesty, transparency, pioneering
mindset.

The Board has identified the following skills/ expertise/ competencies fundamental for the effective functioning of the

Company, which are currently available with the Board: -

• Leadership - experience of running large enterprise, leading well-governed organization, with an understanding of
organizational systems and strategic planning and risk management, understanding of global business dynamics,
across various geographical markets, industry verticals and regulatory jurisdictions.

• Strategy and planning - Appreciation of long-term trends, strategic choices and experience in guiding and leading
management teams to make decisions in uncertain environments

• Governance - Experience in developing governance practices, serving the best interests of all stakeholders,
maintaining board and management accountability, building long-term effective stakeholder engagements and
driving corporate ethics and values

• Finance and Accounting Experience - Experience in handling financial management along with an understanding of
accounting and financial statement

• Understanding use of Digital / Information Technology-Understanding the use of digital / Information Technology
across the value chain, ability to anticipate technological driven changes & disruption impacting business and
appreciation of the need of cyber security and controls across the organization

• Sales and Marketing-Experience in developing strategies to grow sales and market share, build brand awareness and
equity, and enhance enterprise reputation.

The following are the details of respective core skills of Board Members :

Name of Director	Core Skill
Mr. Narrindra Suranna (DIN: 00060127)	Leadership Strategy and Planning Finance & Accounting Experience Sales and Marketing
Mr. Ddev Surana (DIN: 08357094)	Leadership Strategy and Planning Understanding use of Digital/ Information Technology Sales and Marketing
Dr. Pranab Ranjan Mukherjee (DIN: 00240758)	Strategy and Planning Governance Sales and Marketing Understanding use of Digital/ Information Technology
Mr. Samir Kumar Dutta (DIN: 07824452)	Governance Finance and Accounting Experience
Mrs. Ramya Hariharan (DIN: 06928511)	Governance Finance and Accounting Experience Understanding use of Digital/ Information Technology
Mr. Dhari Lal Goenka (DIN: 10717410)	Finance and Accounting Experience Understanding use of Digital/ Information Technology

Committees of the Board

The Board of Directors has the following Committees :

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their respective composition, number of meetings and attendance at the meeting
are provided in the Corporate Governance Report, which also forms part of this Annual Report.

Separate meeting of Independent Directors

The Independent Directors met on 11^th February, 2025, without the attendance of Non-Independent Directors and members
of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as
a whole, the performance of the Chairman of the Company, taking into account the views of Executive Directors and
Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Code of Conduct for Directors, Senior Management Personnel and Employees

Your Company has adopted the Code of Conduct ("the Code" or "CoC") for its Directors and Senior Management. In terms of
Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, all Directors and Senior
Management Personnel have affirmed compliance with the code. The Chief Executive Officer who is also Managing Director
has in turn affirmed and certified the same, under Regulation 34(3) read with Part D of Schedule V to the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (as amended), which certification is provided in the Report on
Corporate Governance. The Company also has in place an HR Policy for its employees at all levels.

Familiarization Programme for Independent Directors

The Company had organized familiarization programmes for the Independent Directors as per the requirement of the
Companies Act, 2013 and Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
it conducts familiarization programme, from time to time, for its Independent Director. All independent directors inducted
into the Board attended the familiarization programme. The Company has familiarized the Independent Director with the
company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates and
business model of the company. The Company endeavors to update the Independent Directors regarding the company''s
projects, new ventures, if any, opening of new office sites or manufacturing units, shutdown/ closure of any manufacturing
unit. It also keeps the Independent Directors informed of any sluggishness in finance/ liquidity problems, if any. The
suggestions received from Independent Directors are taken note of and informed to the Chairman and Managing Director
takes suitable measures, if required, on the suggestions of the Independent Directors. Further, at the time of the
appointment of an Independent Director, the company also issues a formal letter of appointment outlining his/her role,
function, duties and responsibilities. The format of the letter of appointment is available under the head draft letter of
appointment on our website (www.kkalpanagroup.com/investor-relations.php)

Board Evaluation

The Board of Directors has devised a policy for performance evaluation, which includes criteria for performance evaluation.
It reviews the performance evaluation criteria annually in accordance with Regulation 4(2)(f)(ii)(9) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. The Nomination and
Remuneration Committee accordingly carries out an annual evaluation of Board''s performance, and the performance of its
Committees as well as Individual Directors (both Executive and Non-executive which also includes Independent Directors)
in accordance with Section 178(2) of the Companies Act, 2013. This involves receiving input from all Committee members.
The Board thereafter reviews and takes on record the performance evaluation done by the Nomination and Remuneration
Committee. The Board evaluates the performance of Independent Directors, pursuant to Regulation 17(10) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule IV to the Companies Act, 2013.

Pursuant to the provisions of the Section 178(2) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the formal annual evaluation was carried out for the Board''s own performance, its
committees & Individual Directors.

A structured performance evaluation form was prepared after taking into consideration inputs received from the Directors
and on the basis of the evaluation criteria laid down by Nomination and Remuneration Committee and as reviewed and
approved by the Board of Directors, covering various aspects of the Board''s functioning including adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and
governance, the effectiveness of its processes, information, flow and functioning.

A separate meeting of Independent Directors was held to review the performance of Non-Independent Directors, the
performance of the Board of Directors and the performance of Chairman. The Directors evaluation was broadly based on
parameters such as, meeting the expectation of stakeholders, guidance and review of corporate strategy, risks, participation,
Director''s contribution to the Board of Directors and Committee meetings, including preparedness on the issues to be
discussed as well as meaningful and constructive contribution and inputs during the meeting and attendance at Board /
Committee meetings, interpersonal skills. The performance evaluation of the Chairman of the Company was undertaken by
the Independent Directors considering the views of Executive Directors and Non-Executive Directors. The Chairperson is
evaluated on the key aspects of their role, their contribution to ensuring corporate governance, leadership qualities,
decision implementation, understanding of market and industry scenario etc. The Independent Directors also assessed the
quality, quantity, and timeliness of flow of information between the Company''s management and the Board.

Observation of the Board in regard its own performance

In regard to Financial Year ended 31^st March 2025, the Board of Directors of the Company, after an exhaustive discussion on
the captioned subject matter, was of the opinion that operationally, the Board, as whole, had issued effective instructions,
from time to time, and the same were duly carried out.

Policy on Director''s appointment and remuneration

The current policy is to have an appropriate mix of executive and non-executive which also includes independent directors
to maintain the independence of the Board and separate its functions of governance and management.

The Company''s Policy for selection and appointment of Directors and their remuneration is based on its Nomination and
Remuneration policy which, inter alia, deals with the manner of selection of the Directors and Senior Management
Personnel and such other matters as provided under section 178(3) of the Companies Act, 2013 and regulation 19(4) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendment thereto.

The policy of the Company on directors'' appointment and remuneration, including the criteria for determining
qualifications, positive attributes, independence of a director and other matters, as required under section 178(3)
of the Companies Act, 2013 is available on the company''s website under the head Policy at
www.kkalpanagroup.com/investor-relations.php.

Your Directors affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and
Remuneration Policy of the Company and in accordance with the Companies Act, 2013 and Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board meetings

The Board held Four (4) times during the financial year under review, the details of which are given in the Corporate
Governance Report which is annexed and forms a part of this report. The intervening gap between two consecutive
Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and as per the Circulars issued by the Ministry of Corporate Affairs and SEBI, in this regard.
During the year under review, the Board has accepted the recommendations of the Committees. The attendance of the
Directors at the Board Meetings held are as follows :

Sr. No.	Date of Board Meeting	Attendance
		No. of Directors held	No. of Directors attended
1	23.05.2024	6	5
2	13.08.2024	5	4
3	12.11.2024	6	5
4	11.02.2025	6	6

Directors'' Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that :

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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; and

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

Statutory Auditors & Audit

Pursuant to Section 140 of the Companies Act, 2013, M/s. B. Chakrabarti & Associates (Firm Registration No. 305048E),
Chartered Accountant, had been appointed as Statutory Auditor of the Company for a tenure of 5 years commencing from
the conclusion of 37^th AGM of the Company held on 24^th September, 2022 till the conclusion of 42^nd AGM of the Company to
be held in 2027.

The Statutory Auditors have confirmed their eligibility and submitted the certificate in writing that they are not disqualified
to hold the office of the Statutory Auditor for the Financial Year 2025-26 and have consented to continue to act as Statutory
Auditors for the said period.

The report of the Auditors pertaining to the Accounts in respect of the Financial Year 2024-25 read with Notes on Accounts
are self-explanatory and therefore, do not require any further clarification. The Auditors'' Report on the accounts for the year

ended 31^st March, 2025 does not contain any qualification, reservation, adverse remark or observation.

During the year under review no fraud was reported by the Auditors, pursuant to Section 143(12) of the Companies Act, 2013.
Internal Auditors & Internal Audit

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the Board of
Directors had re-appointed M/s. B. Mukherjee & Co., Chartered Accountants, Kolkata (Firm Registration No. 302096E) as
Internal Auditor for the financial year 2025-26, on the recommendation of Audit Committee, as at its meeting held on 16^th
May, 2025. The Quarterly Internal Audit Report submitted by Internal Auditors during the Financial Year 2024-25 has been
reviewed by the Audit Committee and Board, at their respective meetings and the suggestions therein implemented to the
extent possible.

Cost Auditors & Cost Audit

Pursuant to Section 148 of the Companies Act, 2013 read with Rule 4 of Companies (Cost Records and Audit) Rules, 2014, and
subject to rules thereunder, the Board of Directors, on the recommendation of the Audit Committee, as at its meeting held
on 16^th May, 2025, has re-appointed M/s. D. Sabyasachi & Co. (Membership No. 000369), Cost Accountants, Kolkata, as the
Cost Auditors of the Company for the financial year 2025-26 at remuneration of Rs. 20,000/- plus taxes, as applicable and out
of pocket expenses, subject to the approval of members of the Company. The ratification of said remuneration is placed for
consideration of members at ensuing AGM M/s. D. Sabyasachi & Co. have confirmed that their appointment is within the
prescribed limits, and they are free from any disqualifications as provided in Section 141 of the Companies Act, 2013.

The Cost Audit Report for the Financial Year 2023-24 does not contain any qualification, reservation, adverse remark or
observation.

Secretarial Auditor & Secretarial Audit

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors at its meeting dated 16^th May, 2025, on the recommendation of the Audit
Committee, appointed Mr. Ashok Kumar Daga (Membership No. FCS- 2699, COP No. 2948), Practicing Company Secretary, as
Secretarial Auditor of the Company, to conduct Secretarial Audit & Annual Secretarial Compliance Auditor, for a term of 5
(Five) consecutive years commencing from Financial Year 2025-26, subject to the approval of the shareholders at the ensuing
AGM of the Company.

The consent letter, certificate of eligibility and peer review confirmation of the Secretarial Auditor, dated 3^rd May, 2025, was
received from Mr. Ashok Kumar Daga (Membership No. FCS-2699, COP No. 2948), Practicing Company Seceretary. The brief
profile and other details of Secretarial Auditor are disclosed in the AGM Notice approved by the Board.

The report of the Secretarial Auditor for the Financial Year 2024-25 in Form MR-3 is annexed herewith as ''Annexure 2'' to this
report. The report is self-explanatory and does not call for any further comments.

Annual Secretarial Compliance Audit

SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8^th February, 2019 introduced that listed companies shall additionally, on an
annual basis, require a check by Practicing Company Secretary ("PCS") on compliance of applicable SEBI Regulations and
circulars/ guidelines issued thereunder, consequent to which, the PCS shall submit a report to the listed entity. Further, in
accordance with Regulation 24A of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 also the Annual
Secretarial Compliance Certificate is required to be filed with the Stock Exchange where the shares of the company are listed
within 60 days from end of related financial year. Accordingly, Mr. Ashok Kumar Daga (Membership No.FCS- 2699, COP No.
2948), Practicing Company Secretary, was appointed by the Board for the said purpose who has since submitted his report
to the Board, as per the prescribed format SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11^th November,

2024, copy whereof was placed for consideration by Board members, at its meeting held on 16^th May, 2025 and shall
subsequently be submitted to the Stock Exchange as per the requirement of the said circular and regulation.

The Annual Secretarial Compliance Report issued by Mr. Ashok Kumar Daga, (Membership No.FCS- 2699, COP No. 2948),
Practicing Company Secretary for the year ended 31^st March 2025 does not contain any qualification, reservation or adverse
remark and is annexed herewith as ''Annexure 3'' to this report.

Policies

The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the
formulation of certain policies for all listed companies. All applicable policies are available under the head Policy on the
Company''s website: www.kkkalpanagroup.com/investor-relations.php. The policies are reviewed periodically by the Board
and/or Committees, as required, and updated, based on need and new compliance requirements.

Corporate Social Responsibility (CSR)

The Company has a Corporate Social Responsibility Committee, the constitution of which is detailed in the Corporate
Governance Report forming part of this Report. In compliance with Section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, the Company has adopted a
CSR policy which is available under the head policy at: http://www.kkalpanagroup.com/investor-relations.php.

Pursuant to Section 135 of the Companies Act, 2013, Companies (Corporate Social Responsibility) Rules, 2014 and Schedule
VII to the Companies Act, 2013, CSR is applicable to every Company having:

(1) Net worth of Rs. 500 Crore or more, or

(2) Turnover of Rs. 1000 crore or more, or

(3) Net Profit of Rs. 5 crore or more.
during the immediately preceding financial year.

The turnover, net worth and net profit of the company in the immediately preceding financial year 2024-25 (with respect to
financial year 2023-24) did not exceed the limit as specified under Section 135 of the Companies Act, 2013 and therefore CSR
Expenditure was not required in the financial year 2024-25.

The turnover, net worth and net profit of the financial year under review i.e. financial year 2025-26 does not exceed the limit
as specified under Section 135 of the Companies Act, 2013 read with relevant Rules and therefore no CSR Expenditure is
mandatorily required to be undertaken in the FY 2025-26.

Related party transactions

Your Company has formulated a policy on Related Party Transaction ("RPT") which is available on Company''s website
www.kkalpanagroup.com. The Audit Committee reviews this policy periodically and also reviews and approves all related
party transactions, including RPT for which Omnibus approval are accorded, to ensure that the same are in line with the
provisions of applicable laws and the RPT Policy adopted by the company.

There were no transactions that required disclosure under section 134(3)(h) of the Companies Act, 2013, in Form AOC-2, and
hence your company has not provided any details of such related party transactions. Further, there are no material RPT,
during the year under review, with the Promoters, Directors or any Key Managerial Personnel which may have a potential
conflict of interest with the Company at large. Prior Omnibus Approval has been obtained for transactions which are of a
foreseen and repetitive nature which shall be reviewed by the Audit Committee periodically. All RPT were entered into by the
Company at its ordinary course of business and were at arm''s length. Omnibus Approval granted for the year under review
for repetitive transactions was reviewed by the Board and Audit Committee of the company. The details in respect to
captioned matter are specified in notes on the Financial Statement.

All RPT entered into by the company, during the year under review, were in ordinary course of business and at arm''s length.
The approval for entering into material RPT to be entered by the Company with DPIL and with Ddev Plastic Limited ("DPL")
during FY 2024-25 was accorded by the shareholders of the company vide postal ballot, result whereof was declared on 11^th
April, 2024. In addition to the above approvals, Omnibus Approval for ratification of RPT to be entered with DPIL for F.Y
2023-24 and approval of material RPT to be entered with DPIL for FY 2024-25 was accorded by the shareholders of the
company vide postal ballot, result whereof was declared on 28^th June, 2024.

Prior Omnibus Approval has been obtained for transactions which are of a foreseen and repetitive nature in the financial
year 2025-26, which shall be reviewed by the Audit Committee periodically.

Further, the Audit Committee and the Board at its respective meeting held on 11^th February, 2025 had granted Omnibus
Approval for RPTs to be entered with DPIL and DPL for FY 2025-26, was approved by the shareholders of the company vide
postal ballot, result whereof was declared on 31^st March, 2025.

Subsidiaries/ Joint Ventures / Associate Companies

The wholly owned subsidiary in the name of Kkalpana Plastic Reprocess Industries Middleeast FZE incorporated in Hamriyah
Free Zone, Sharjah, United Arab Emirates, has been wound up on 25^th December, 2023, with an effective date of 21^st
November, 2023, as approved in the Board Meeting based upon the recommendation of the Audit Committee at their
respective meeting dated 14^th November, 2023 and therefore ceased to be the subsidiary of the Company. However, the
consolidated financial results were applicable to the company from the period 1^st April, 2023 to 31^st December, 2023. From
1^st January, 2024, the consolidated financial results are not applicable to the company on account of disposal of investment
in subsidiaries i.e., Kkalpana Plastic Reprocess Industries Middleeast FZE w.e.f. 21^st November, 2023. Hence, the company is
required to prepare only standalone financial results.

The Company did not have any Subsidiary, Associate and/ or Joint Venture Companies during the financial year ended 31^st
March, 2025. However, your company is a subsidiary of Bbigplas Poly Private Limited ("BPPL") which holds 74.18% of the
share capital of the company as at 31^st March, 2025.

Material changes and commitments affecting the financial position of the Company

There is no change in the business of the company. However, as per the Scheme of Arrangement between the Company,
DPIL and their respective shareholders and creditors, as approved by the Hon''ble National Company Law Tribunal, Kolkata
Bench (NCLT) vide its order dated 4^th March, 2022, the Compounding Business Undertaking of the Company was transferred
to DPIL, on a going concern basis, under provisions of Section 230-232 of the Companies Act, 2013, w.e.f. appointed date 1^st
April, 2021. The certified copy of said NCLT Order was received on 16^th March, 2022 and filed with the Ministry of Corporate
Affairs on 1^st April, 2021, being the effective date.

Particulars of Loans, Guarantees and Investments

Pursuant to provisions of Section 186 of the Companies Act, 2013, the company is allowed to give loans, guarantees, or make
investments exceeding sixty percent of the aggregate of its paid-up share capital, free reserves and securities premium
account or one hundred percent of its free reserves and securities premium account, whichever is more, however the said
limits may be exceeded subject to prior approval of members being accorded for the same. The members had, in this regard,
approved the limit of Rs. 2000 Crores (Rupees Two Thousand Crores only) and the Company has not exceeded the approved
limit.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are
provided in the financial statement (please refer to Note 9 to the financial statement).

Risk Management Policy

Your company has an elaborate Risk Management procedure and adopted a systematic approach to mitigate risk associated
with accomplishments of objectives, operations, revenues and regulations. The Board takes responsibility for the overall
process of risk management throughout the organization. In terms of the requirement of the Companies Act, 2013, the
Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the
same periodically. The company considers activities at all levels of the Organization viz. Enterprise level, Division level,
Business Unit Level and Subsidiary level in the risk management framework. The risk management process of the Company
focuses on three elements viz. 1) Risk Assessment 2) Risk Management and 3) Risk Monitoring. The Company''s business units
and corporate functions address risk through an institutionalized approach aligned to the Company''s objective. This is
further facilitated by the Internal Audit which is reviewed by the Board and Audit Committee of the Company. The key risks
and mitigating actions are reviewed and significant audit observations and follow up actions thereon are reported to the
Audit Committee and Board.

Significant and material orders passed by the regulators

A Scheme of Arrangement between the Company, DPIL (CIN: U24290WB2020PLC241791) and their respective Shareholders
and Creditors, providing for, inter alia, transfer of the Compounding Business Undertaking of the Company, on a going
concern basis, to DPIL, as per provisions of Section 230-232 of the Companies Act, 2013, ("the scheme") was considered and
approved by the Hon''ble National Company Law Tribunal ("NCLT"), Kolkata Bench vide its order dated 4^th March, 2022.
Accordingly, Compounding Business Undertaking of the Company stands demerged and vested in DPIL wef the appointed
date 1^st April, 2021 in accordance with the said NCLT Order. The certified copy of the NCLT Order dated 4^th March, 2022 was
received on 16^th March, 2022 and duly filed with Registrar of Companies, West Bengal, on 1^st April, 2021 (Effective date). DPIL
had allotted 94072930 Equity Shares of Re.1 each in the ratio of 1:1 to the shareholders of the KIIL whose name appeared in
the shareholders'' list of the Company as on 8^th April, 2022, being the record date for the said purpose.

Disclosure as per Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company firmly believes in providing a safe, supportive, and friendly workplace environment - a workplace where its
values come to life through supporting behaviors. A positive workplace environment and great employee experience are
integral parts of its culture. Your Company continues to take various measures to ensure a workplace free from
discrimination and harassment based on gender.

Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of
an incident constituting sexual harassment. Your Company has created the framework for individuals to seek recourse and
redressal to instances of sexual harassment. Your Company has a Sexual Harassment Prevention and Grievance Handling at
the Workplace Policy in place to provide clarity around the process to raise such a grievance and how the grievance will be
investigated and resolved. An Internal Committee has been constituted in line with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, as amended from time to time, the
Company has in place Internal Complaints Committee (ICC) which has been setup to redress complaints regarding Sexual
Harassment. There are regular sessions offered to all employees to increase awareness of the topic and the Committee and
other senior members have undergone training sessions.

The following is the summary of Sexual Harassment complaints received and disposed off during the year under review :

No. of Complaints at the beginning of the Financial Year (i.e., 01.04.2024) - Nil

No. of Complaints received during the Financial Year (i.e., 2024-25) - Nil

No. of Complaints disposed off during the Financial Year (i.e., 2024-25) - Nil

No. of pending at the end of the Financial Year (i.e., 31.03.2025) - Nil

All employees (permanent, contractual, temporary & trainees) are covered under the captioned Act. Your directors are
pleased to state that working atmosphere of your company is very healthy for male and female employees/ workers.

Particulars of Employees

None of the employees, employed during the year, was in receipt of remuneration, in aggregate of Rupees 1,02,00,000 or
more per annum for the financial year 2024-25, or Rs. 8,50,000 or more per month for any part of the Financial Year, as set out
in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Therefore, no such details have
been provided in terms of section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of managerial Personnel) Rules, 2014.

The ratio of remuneration of each Director to the median employee''s remuneration and other details in accordance with
sub-section 12 of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this report and is marked as ''Annexure 4''.

Annual Return

Pursuant to the provisions of section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the annual return for the Financial Year 2024-25 is uploaded on the website
of the Company at www.kkalpanagroup.com/investor-relations/ under the tab Annual Report.

Vigil mechanism

The Company believes in conducting its affairs in fair and transparent manner by adopting the highest standards of
professionalism, honesty, integrity and ethical behavior. Pursuant to the requirement of Section 177(9) of the Companies
Act, 2013 and Regulation 22 of the SEBI Listing Regulations, the Company has established a vigil mechanism which also
incorporates a whistle blower policy in terms of the SEBI Listing Regulations in order to provide a secure environment and to
encourage employees to report unethical, unlawful, improper practice, acts or activities, if any. Protected disclosures can be
made by a whistle blower through an email or phone or letter to the chairman of Audit Committee. The Vigil Mechanism may
be accessed on the Company''s website at www.kkalpanagroup.com/investor-relations/ under the tab Policies.

During the year under review, no employee was denied access to the Audit Committee.

Internal Financial Controls

The Board has adopted policies and procedures for the governance of orderly and efficient conduct of its business, including
adherence to the Company''s policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records and timely preparation of reliable financial disclosures. The internal financial
controls with reference to the Financial Statements are commensurate with the size and nature of the business of your
Company. These have been designed to provide reasonable assurance with regard to recording and providing reliable
financial and operational information, complying with applicable Indian Accounting Standards (Ind AS) and relevant
statutes. The Internal Auditor and the Audit Committee review the Internal Financial Control system periodically. During the
year under review, no material or serious observation has been received from the Internal Auditors of the Company for
inefficiency or inadequacy of such controls.

E-Voting Facility at Annual General Meeting

In terms of Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in compliance
with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of Companies (Management and
Administration) Rules, 2014 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder (as
amended), the items of business specified in the Notice convening the 40^th Annual General Meeting of the Company shall be
transacted through electronic voting system only and for this purpose the Company is providing e-Voting facility to its''
Members whose names will appear in the register of members as on the cut-off date (fixed for the purpose), for exercising
their right to vote by electronic means through the e-Voting platform to be provided by National Securities Depository Ltd
("NSDL"). The detailed process and guidelines for e-voting have been provided in the notice convening the meeting.

Green Initiatives in Corporate Governance

As a responsible corporate citizen, the Company supports the ''Green Initiative'' undertaken by the Ministry of Corporate
Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Shareholder at
their e-mail address registered with the Depository Participants ("DPs") and Registrar and Share Transfer Agent ("RTA"). To
support the ''Green Initiative; Shareholder who have not registered their email addresses are requested to register the same
with the Company''s RTA /Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc.,
from the Company electronically.

The Ministry of Corporate Affairs and SEBI has permitted companies to send electronic copies of Annual Report, notices, etc.
to the registered E-mail addresses of shareholders. Your Company has accordingly arranged to send the electronic copies of
these documents to shareholders whose email addresses are registered with the Company/ Depository Participant(s),
wherever applicable. In accordance with the MCA and SEBI circulars the Company can send electronic copies of notice of
AGM and Annual Report on registered email addresses of the Shareholders available with the company/RTA or the
depositories. Physical circulation of notice of AGM and Annual Report is dispensed with and electronic circulation through
E-mail shall suffice. In accordance with the MCA Circulars and SEBI Circulars, your company has also adopted the facility of
E-Voting at the AGM in addition to the Remote E-Voting facility that is provided in terms of provisions of Section 108 of the
Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015 and
Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended, and Secretarial
Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

Human Resources and Industrial Relations

The Industrial relations of the Company with its personnel has continued to be cordial and amicable. Your Directors
acknowledge and appreciate the efforts and dedication of employees to the Company. Your directors wish to place on
record the co-operation received from the Staff and Workers, at all levels and at all units.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Your Company has directed its efforts to reduce energy costs by focusing on energy savings through the best optimization
of operations on day-to-day basis. The Company has used fuels in appropriate mix to attain maximum savings.

As required under Companies (Accounts) Rules, 2014, the particulars of energy conservation, Technology Absorption and
Foreign Exchange Earnings and outgo is given in the prescribed format as an Annexure to the Report and marked as
''Annexure 5''.

Management''s Discussion and Analysis Report

In accordance with Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Management''s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of
the Annual Report and marked as ''Annexure 6''.

Corporate Governance

The Company has taken the requisite steps to comply with the requisite recommendations concerning Corporate
Governance. The Company is committed to good corporate governance practices. The report on Corporate Governance for
the financial year ended 31^st March, 2025, as per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, forms part of this Annual Report and marked as ''Annexure 7. The requisite
Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate
Governance is annexed to said Report.

Compliance with applicable Secretarial Standards

The Institute of Company Secretaries of India (ICSI) is one of the premiere professional bodies in India. ICSI has issued
Secretarial Standards on important aspects like Board Meetings (SS-1), General Meetings (SS-2), Payment of Dividend (SS-3),

Maintenance of Registers and Records, Minutes of Meetings and Transfer / Transmission of Shares. The observance of
Secretarial Standards SS-1 and SS-2 are mandatory. Rest are recommendatory in nature. The company adheres to the
applicable standards voluntarily.

Acknowledgement

Your Directors takes this opportunity to thank the Financial Institutions, Banks, Central and State Government authorities,
Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation, co-operation to
the Company and look forward for their continued support in coming years.

Your Directors also wish to place on record its sincere appreciation of the efforts put in by all Company''s employees and
workers at all levels for their enormous effort as well as their collective contribution to the Company''s performance.

For and on behalf of the Board of Directors
Narrindra Suranna

^Place : ^Kolkata (Din: 00060127)

^{Date : 16}.⁰⁵.²⁰²⁵ Chairman & Managing Director

---

Mar 31, 2024

The Board of Directors have pleasure to present the 39^th Annual Report on the performance of Kkalpana Industries (India) Limited ("the Company") together with the Audited Statement of Accounts for the financial year ended March 31,2024. ("FY 23-24")

Summarized Financial Results

(Rs. In Lacs)
	Standalone		Consolidated1
	2023-24	2022-23	2022-23
Total Revenue	8,099.40	28,717.70	28,718.20
Profit before Depreciation, Financial Costs & Tax	970.34	1,044.75	1005.80
Less: Depreciation	290.63	245.62	245.62
Financial Costs	535.81	558.56	558.58
Profit before Exceptional Items and Tax	240.57	240.57	201.60
Less: Exceptional Items	-84.37	-	-
Profit before Tax	240.57	240.57	-
Less: Provision for Tax	37.63	50.51	50.50
Profit After Tax	21.89	190.06	1 51.09
Add: Profit brought forward from previous year.	1714.70	1524.64	1517.71
Non-Controlling Interest	-	-	-
Amount Available for Appropriation	1736.59	1714.70	1668.80
Appropriation	-	-	-
Equity Dividend	-	-	-
Transfer to General Reserve	-	-	-
Surplus carried to Balance Sheet	1736.59	1714.70	1668.80

Industrial Scenario

As per a McKinsey report, if plastics demand follows its current trajectory, global plastic waste volumes would grow from 260 million tons per year in 2016 to 460 million tons per year by 2030, taking what is already a serious environmental problem to a whole new level.

As per an article by Fortune Business Insights, the global recycled plastic market size was US$ 50.78 billion in 2023. Favourable initiatives to promote the use of recycled plastics in developed countries, growing acceptance of recycled plastics consumption in the textile industry as fibers in developing countries of the Asia Pacific, and cost effective, sophisticated recycling technologies are some of the key factors driving the global recycled plastics market.

The Indian plastics industry has been developing fast with market growth and diversification in recent years. Latest market reports indicate that the industry is the likely to be increasing in total exports of the Plastic raw materials. According to the Directorate General of Commercial Intelligence and Statistics (DGCIS) of India, the Indian plastics industry hosts more than 2,000 exporters.

Recycled plastic is scrap or waste plastic materials that are processed and re-purposed into useful products. Since most of the polymer materials used globally are non-biodegradable, recycling of these materials is the solution to reduce the burden of polymers present in the environment. Furthermore, increasing restrictions on the usage of single use polymers and initiatives taken by governments in Europe, China, India and Brazil are expected to promote recycling on fast-track basis. For instance, the European Union has prohibited single use plastic polymer products since 2021. Moreover, the shift of end use industries, especially packaging and consumer goods towards sustainable or recyclable materials will drive the market growth. Further, the innovation and development of products, including packaging bottles, films, containers, and cutlery using post-consumer recycled (PCR) plastics will provide huge opportunities for the market in the future.

Many Industries are regularly modifying the Plastic to make it environment friendly. In India, Plastic has a higher edge in terms of Trust, Ability and Technology to leverage the global market. Corporate Houses are vigorously innovating & competing to provide the most efficient Plastics for making manufacturing easier, recyclable and more cost effective. However, for the corporate sector, recycling plastic is also a complicated issue. There are so many different grades of plastic, each requiring their own recycling processes. Some non-durable plastic types are not even recyclable in a commercially viable manner.

Currently, India generates 26,000 tonnes of Plastic Waste every day. Even though having such great advantages, government and many Environmental Activists are calling for a ban on Plastics. For tackling the menace of Plastic Waste in India, the Government has completely banned import of Solid Plastic waste/ scrap in the Country. However, the very properties that make Plastic so dangerous - its durability and long lifespan - also make it a great asset. Plastic is such a material that can be constantly recycled. This helps Ecology and the Economy, especially when the human population is growing rapidly, and our lifestyle demands are increasing exponentially. The solution is not to Ban Plastic, but to ensure that it is used responsibly and recycled properly.

Meanwhile, there are around 30,000 plastic processing units of which 85-90% are small and medium-sized enterprises, over 7000 recycling units and numerous end-users, which ensure an effective industry chain in the country. These enterprises employ more than 4 million people. The Government of India intends to take the plastic industry from a current level of Rs. 3 lakh crore (US$ 37.8 billion) of economic activity to Rs. 10 lakh crore (US$ 126 billion) in four-five years.

Operations and State of Company''s Affairs

Pursuant to the Scheme of Arrangement between Kkalpana Industries India Limited ("KIIL" or "the Company") and the Ddev Plastiks Industries Limited ("DPIL") and their respective Creditors and Shareholders ("the Scheme"), as approved by Hon''ble

National Company Law Tribunal, Kolkata Bench, ("NCLT") vide its Order dated 04.03.2022, the Compounding Business of KIIL has been vested to DPIL having an appointed date of 01.04.2021. There has been no further change in the nature of business of the company during the financial year ended 31.03.2024.

During the year under review, your Company achieved total revenue of 8,099.40 Lacs as against total revenue of Rs. 28,717.70 Lacs in the previous financial year. The Profit after Tax is 21.89 Lacs as against Rs. 190.06 Lacs in the previous year. The figures for previous financial year are represented after taking into effect the demerger of compounding business of the Company, pursuant to approval by the (NCLT) vide its order dated 04.03.2022 with an appointed date of 01.04.2021.

The Company recycles plastic and manufactures plastic granules. It has 2 (Two) manufacturing units with state-of-the-art machinery, infrastructure, equipment, and R&D facilities. With plants located at East coast of India, the company gains advantage of low freight costs. The Company is in process to identify more avenues and engage in reliable projects.

Future Prospects

Plastics are lightweight, durable and inexpensive materials that can be molded into a diverse variety of products. As a result, production of plastics has increased manifold over the past few decades. However, their current usage has also led to the generation of a huge amount of waste, resulting in major environmental concerns. The landfill is the conventional method for waste disposal; however, landfill area has become scarce in many countries. Although this method has limited environmental impacts, there are long-term risks of contamination of soil and groundwater associated with it, thus polluting the natural environment.

Plastic recycling is the reprocessing of plastic waste into new and useful products. When performed correctly, this can reduce dependence on landfills, conserve resources and protect the environment from plastic pollution and greenhouse gas emissions. Furthermore, consistent support from the government and increasing penetration of recycled plastic products is presenting lucrative opportunities for the global plastic recycling market. A major opportunity lies in increasing use of recycled plastics to other industries and its market is forecasted to grow even more in the following years.

Plastic recycling is a mechanical and chemicalprocess of recovering plastic waste or scrap discarded during the production of plastic products (pre-consumer plastic waste) or after the use of these products by consumers (post-consumer plastic waste). It is cost effective process and helps decrease carbon emissions.

The global plastic recycling market was valued at $50.04 billion in 2023, and is projected to reach $70.12 billion by 2032, growing at a CAGR of 3.84% from 2024 to 2032. Plastic recycling is the process of retrieving waste or used plastic materials and converting them into new products. Plastic waste is collected, sorted, cleaned, and processed in this process to produce a new material that can be utilized to make other products. The major objective of plastic recycling is to decrease the amount of plastic waste that ends up in dumping grounds and oceans and to conserve natural resources by using recycled plastic instead of new plastic. These programs promote plastic bags recycling to mitigate landfill hazards. People are also increasingly preferring to recycle plastic products to reduce waste. It is a crucial aspect of waste management and environmental conservation efforts. Several key factors are driving the plastic recycling market.

The rising awareness of the negative impacts of plastic waste on the environment, such as ocean pollution and harm to wildlife, is one of the major factors driving the growth of the market. Due to this, there is now more demand for plastic recycling as a means of reducing plastic waste and lowering its environmental impact. The growing desire by consumers and businesses for environmentally friendly and sustainable goods is another factor driving the plastic recycling industry. Recycled plastic is increasingly being used in goods by many businesses, which has increased demand for the material.

Because of the Central Government''s total emphasis on infrastructure and continuation of reforms, the sector in which your company operates will get a big boost. Further, the strong Research and Development (R&D) facilities of your company will propel the turnover in the very near future. Your company has been constantly seeking inroads in overseas markets. A high standard of research and development will ensure cost reduction and cost control, which primarily affects the bottom line of any company.

The global plastic recycling market forecast report is segmented on the basis of product, source, application, and region. By product, the market is sub-segmented into polyethylene (PE), polyethylene terephthalate (PET), polypropylene (PP), polyvinyl Chloride (PVC), polystyrene (PS), and others. According to Source, the market is classified into plastic bottles, plastic films, polymer foam, and others.

Preservation of the environment, being the primary concern, worldwide, recycling becomes an important aspect, and we look forward to the growth of the industry.

Share Capital

There is no change in the Share Capital of the Company. As on 31^st March 2024, the paid up equity share capital of the company stood at Rs. 1881.46 lacs divided into 94072930 equity shares of face value Rs. 2/- each.

Transfer to General Reserve

The Board of Directors decided to retain the entire amount of profits for 2023-24 in the retained earnings.

Transfer of Amount to Investor Education and Protection Fund

Pursuant to the provisions of the Investor Education and Protection Fund ("IEPF") (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 ("IEPF Rules"), the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e., 23.09.2023), with the Ministry of Corporate Affairs ("MCA"). Since the company had not declared any dividend for the financial year ended 31.03.2017, no funds were required to be transferred to IEPF during the year under review.

Deposits

Your Company has not accepted any deposits from public and/ or members during the year under review, within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and accordingly as of 31^st March 2024, there were no unpaid deposits with the Company.

Research and Development

Your Company recognizes that Research & Development ("R&D") plays a vital role in supporting operations as well as future growth. Your Company focuses its attention on development of Products that have wide industrial applications, particularly in cable, piping, packaging and footwear industries. Through R&D, it endeavors to increase production, lower the cost of production and lower wastage.

Directors and Key Managerial Personnel

Appointment/ Re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 ("the Act"), Mr. Ddev Surana (DIN -08357094), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

As per the stated provisions of the Act, the Independent Directors are not liable to retire by rotation.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and

committee membership held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the SEBI Listing Regulation is appended as an Annexure to the Notice of the ensuing AGM.

Mrs. Ramya Hariharan (DIN: 06928511), Independent Director of the Company was re-appointed to said office for a term of 5 years w.e.f 27.09.2024. As such, his term of office expires on 26.09.2024. The Board, at its meeting held on 23.05.2024, upon recommendation of Nomination and Remuneration Committee at its meeting held on same day, approved her re-appointment for a further term of 5 years wef 27.09.2024 subject to the approval of members of the Company. It is also informed that she has submitted her consent for being re-appointed as Independent Director of the Company. The Board of Directors of the Company has, accordingly, sought approval from members, by way of special resolution, in accordance with Item No. 3 of the Postal Ballot Notice dated 23.05.2024.

The necessary disclosures about Directors, required pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Clause 1.2.5 of the Secretarial Standard on General Meetings, are annexed to the Notice of 39th AGM, forming part of the Annual Report.

Key Managerial Personnel

As at the Financial Year ended 31.03.2024, the following were the Key Managerial Personnels of the Company: -

(1) Mr. Narrindra Suranna,

(2) Dr. Pranab Ranjan Mukherjee,

(3) Mr. Indar Chand Dakalia, and

(4) Mrs. Swati Bhansali.

During the year review the Company Secretary and Compliance Officer of the Company, Ms. Ankita Karnani resigned w.e.f 20.05.2023 and Mrs. Swati Bhansali (ACS- 52755) was appointed as Company Secretary and Compliance Officer of the Company w.e.f 01.07.2023. Due to her marriage, her surname was changed from Swati Lodha to Swati Bhansali and the same was recorded.

Your Company has also received the necessary declaration from all the directors, as enumerated in Section 164(2) and 184(1) of the Companies Act, 2013.

Independent Directors

The following Independent Directors of the Company are on Board as at 31.03.2024: -

(1) Mr. Samir Kumar Dutta,

(2) Mrs. Ramya Hariharan, and

(3) Mr. Deepesh Tiwari.

None of the Independent Director is due for re-appointment at the ensuing AGM or during the period under review.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, proficiency, and expertise in their respective designated fields and are people of integrity.

The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data

bank of Independent Directors maintained with the Indian Institute of Corporate Affairs (IICA), in terms of Section 150 of the Companies Act, 2013 (including any statutory modifications, amendments/ re-enactments, if any) read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time.

Cessation

None of the Directors resigned or were removed from their office during the period under review. Further, none of the Directors ceased to be associated with the company for any other reason.

None of the Directors are disqualified or debarred by Securities and Exchange Board of India ("SEBI") or any other statutory authority, from continuing office as Director and Certificate received in this regard from Mr. Ashok Kumar Daga (PCS-2699, COP-2948), Practicing Company Secretary, is annexed to this report as "Annexure 1"

Declaration by Independent Directors

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of Independence, as laid down under Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI Listing Regulations. In terms of Regulations 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. They have also confirmed, respectively, pursuant to Circular No. LIST/COMP/14/2018-19 dated 20.06.2018 issued by BSE Ltd., pertaining to enforcement of SEBI Orders regarding appointment/ appointment of Director/Independent Director, that they are not debarred from holding office of Independent Director/ Director by virtue of any SEBI order or any other statutory authority and are not disqualified from continuing as Independent Directors in terms of Section 164 of the Act. They have also confirmed, respectively, their compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014 ("the Rules"), as amended from time to time, with respect to registration with the Databank of Independent Directors maintained with Indian Institute of Corporate Affairs.

Board membership Criteria and list of Core Skills/ Expertise/ Competencies identified in the context of the business

The Board of Directors are collectively responsible for selection of member on the Board. The Nomination and Remuneration Committee of the Company follows defined criteria for identifying, screening, recruiting and recommending candidates for selection as a Director on the Board. The criteria for appointment to the Board include:

• composition of the Board, which is commensurate with the size of the Company, its portfolio, geographical spread and its status as a listed Company;

• desired age and diversity on the Board;

• size of the Board with optimal balance of skills and experience and balance of Executive and Non-Executive Directors consistent with the requirements of law;

• professional qualifications, expertise and experience in specific areas of relevance to the Company;

• balance of skills and expertise in view of the objectives and activities of the Company;

• avoidance of any present or potential conflict of interest;

• availability of time and other commitments for proper performance of duties;

• personal characteristics being in line with the Company''s values, such as integrity, honesty, transparency, pioneering mindset.

The Board has identified the following skills/ expertise/ competencies fundamental for the effective functioning of the

• Leadership - experience of running large enterprise, leading well-governed organization, with an understanding of organizational systems and strategic planning and risk management, understanding of global business dynamics, across various geographical markets, industry verticals and regulatory jurisdictions.

• Strategy and planning - Appreciation of long-term trends, strategic choices and experience in guiding and leading management teams to make decisions in uncertain environments

• Governance - Experience in developing governance practices, serving the best interests of all stakeholders, maintaining board and management accountability, building long-term effective stakeholder engagements and driving corporate ethics and values

Finance and Accounting Experience - Experience in handling financial management along with an understanding of accounting and financial statement

• Understanding use of Digital / Information Technology-Understanding the use of digital / Information Technology across the value chain, ability to anticipate technological driven changes & disruption impacting business and appreciation of the need of cyber security and controls across the organization

• Sales and Marketing-Experience in developing strategies to grow sales and market share, build brand awareness and equity, and enhance enterprise reputation.

The following are the details of respective core skills of Board Members as on 23.05.2024:

Name of Director	Core Skill
Mr. Narrindra Suranna (DIN: 00060127)	Leadership Strategy and Planning Finance & Accounting Experience Sales and Marketing
Mr. Ddev Surana (DIN: 08357094)	Leadership Strategy and Planning Understanding use of Digital/ Information Technology Sales and Marketing
Dr. Pranab Ranjan Mukherjee (DIN: 00240758)	Strategy and Planning Governance Sales and Marketing Understanding use of Digital/ Information Technology
Mr. Samir Kumar Dutta (DIN: 07824452)	Governance Finance and Accounting Experience
Mrs. Ramya Hariharan (DIN: 06928511)	Governance Finance and Accounting Experience Understanding use of Digital/ Information Technology
Mr. Deepesh Tiwari (DIN: 09644428)	Finance and Accounting Experience Understanding use of Digital/ Information Technology

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their respective composition, number of meetings and attendance at the meeting are provided in the Corporate Governance Report, which also forms part of this Annual Report.

Separate meeting of Independent Directors

The Independent Directors met on 09.02.2024, without the attendance of Non-Independent Directors and members of the Management, except the Company Secretary, who was present by invitation. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Code of Conduct for Directors, Senior Management Personnel and Employees

Your Company has adopted the Code of Conduct ("the Code" or "CoC") for its Directors and Senior Management. In terms of Regulation 26(3) of SEBI Listing Regulations, all Directors and Senior Management Personnel have affirmed compliance with the code. The Chief Executive Officer who is also Managing Director has in turn affirmed and certified the same, under Regulation 34(3) read with Part D of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), which certification is provided in the Report on Corporate Governance. The Company also has in place an HR Policy for its employees at all levels.

Familiarization Programme for Independent Directors

The Company had organized familiarization programmes for the Independent Directors as per the requirement of the Companies Act, 2013 and Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and it conducts familiarization programme, from time to time, for its Independent Director. All independent directors inducted into the Board attended the familiarization programme. The Company has familiarized the Independent Director with the company, their roles, rights, responsibilities in the company, nature of the Industry in which the company operates and business model of the company. The Company endeavors to update the Independent Directors regarding the company''s projects, new ventures, if any, opening of new office sites or manufacturing units, shutdown/ closure of any manufacturing unit. It also keeps the Independent Directors informed of any sluggishness in finance/ liquidity problems, if any. The suggestions received from Independent Directors are taken note of and informed to the Chairman and Managing Director takes suitable measures, if required, on the suggestions of the Independent Directors. Further, at the time of the appointment of an Independent Director, the company also issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. The format of the letter of appointment is available under the head draft letter of appointment on our website (www.kkalpanagroup.com/investor-relations.php)

Board Evaluation

The Board of Directors has devised a policy for performance evaluation, which includes criteria for performance evaluation. It reviews the performance evaluation criteria annually in accordance with Regulation 4(2)(f)(ii)(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. The Nomination and Remuneration Committee accordingly carries out an annual evaluation of Board''s performance, and the performance of its

Committees as well as Individual Directors (both Executive and Non-executive/ Independent Directors) in accordance with Section 178(2) of the Companies Act, 2013. This involves receiving input from all Committee members. The Board thereafter reviews and takes on record the performance evaluation done by the Nomination and Remuneration Committee. The Board evaluates the performance of Independent Directors, pursuant to Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule IV to the Companies Act, 2013.

Pursuant to the provisions of the Section 178(2) Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the formal annual evaluation was carried out for the Board''s own performance, its committees & Individual Directors.

A structured performance evaluation form was prepared after taking into consideration inputs received from the Directors and on the basis of the evaluation criteria laid down by Nomination and Remuneration Committee and as reviewed and approved by the Board of Directors, covering various aspects of the Board''s functioning including adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, the effectiveness of its processes, information, flow and functioning.

A separate meeting of Independent Directors was held to review the performance of Non-Independent Directors, the performance of the Board of Directors and the performance of Chairman. The Directors evaluation was broadly based on parameters such as, meeting the expectation of stakeholders, guidance and review of corporate strategy, risks, participation, Director''s contribution to the Board of Directors and Committee meetings, including preparedness on the issues to be discussed as well as meaningful and constructive contribution and inputs during the meeting and attendance at Board / Committee meetings, interpersonal skills. The performance evaluation of the Chairman of the Company was undertaken by the Independent Directors considering the views of Executive Directors and Non-Executive Directors. The Chairperson is evaluated on the key aspects of their role, their contribution to ensuring corporate governance, leadership qualities, decision implementation, understanding of market and industry scenario etc. The Independent Directors also assessed the quality, quantity, and timeliness of flow of information between the Company''s management and the Board.

Observation of the Board in regard its own performance

In regard to Financial Year ended 31^st March 2024, the Board of Directors of the Company, after an exhaustive discussion on the captioned subject matter, was of the opinion that operationally, the Board, as whole, had issued effective instructions, from time to time, and the same were duly carried out.

Policy on Director''s appointment and remuneration

The current policy is to have an appropriate mix of executive and non-executive / independent directors to maintain the independence of the Board and separate its functions of governance and management.

The Company''s Policy for selection and appointment of Directors and their remuneration is based on its Nomination and Remuneration policy which, inter alia, deals with the manner of selection of the Directors and Senior Management Personnel and such other matters as provided under section 178(3) of the Act and 19(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendment thereto.

The policy of the Company on directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under section 178(3) of Companies Act, 2013 is available on the company''s website under the head Policy at www.kkalpanagroup.com/investor-relations.php.

Your Directors affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company and in accordance with the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board meetings

The Board held 5 (Five) times during the financial year under review, the details of which are given in the Corporate Governance Report which is annexed and forms a part of this report.

Sr. No.	Date of Board Meeting	No. of Directors attended
1	19.05.2023	5
2	12.08.2023	6
3	11.09.2023	6
4	14.11.2023	6
5	09.02.2024	6

The intervening gap between two consecutive Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Directors'' Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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; and

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

Statutory Auditors & Audit

Pursuant to Section 139 of the Companies Act, 2013, M/s. B. Chakrabarti & Associates (Firm Registration No. 305048E), Chartered Accountant, had been appointed as Statutory Auditor of the Company for a tenure of 5 years commencing from the conclusion of 37^th Annual General Meeting of the Company held on 24^th September 2022 till the conclusion of 42^nd Annual General Meeting of the Company to be held in 2027.

The consent for confirmation of Statutory Auditor, certificate of eligibility and peer review confirmation as per the provisions under Companies Act, 2013 and rules made thereunder, dated 13.05.2024 was received from M/s. B. Chakrabarti & Associates (Firm Registration No. 305048E), Chartered Accountant, Kolkata.

The Auditors'' Report on the accounts for the year ended 31^st March, 2024 does not contain any qualification, reservation, adverse remark or observation.

During the year under review no fraud was reported by the Auditors, pursuant to Section 143(12) of the Companies Act, 2013.

Internal Auditors & Internal Audit

Pursuant to Section 138 of the Companies Act, 2013, the Board of Directors had appointed M/s D K D & Associates, Chartered Accountants, Kolkata (Firm Registration No. 322657E) as Internal Auditor for the financial year 2023-24, on the recommendation of Audit Committee. The Quarterly Internal Audit Report submitted by Internal Auditors during the Financial Year 2023-24 has been reviewed by the Audit Committee and Board, at their respective meetings and the suggestions therein implemented to the extent possible.

The Board of Directors has appointed M/s. B. Mukherjee & Co., Chartered Accountants, Kolkata (Firm Registration No. 302096E) as Internal Auditors, for the financial year 2024-25, on the recommendation of Audit Committee.

Cost Auditors & Cost Audit

Pursuant to Section 148 of the Companies Act, 2013 and subject to rules thereunder, the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. D. Sabyasachi & Co. (Membership No. 000369), Cost Accountants, Kolkata, as the Cost Auditors of the Company for the financial year 2024-25. M/s. D. Sabyasachi & Co. have confirmed that their appointment is within the prescribed limits and they are free from any disqualifications as provided in Section 141 of the Companies Act, 2013. The Cost Audit Fees of the Cost Auditor for financial year 2024-25 is proposed for ratification at the ensuing Annual General Meeting. The Cost Audit Report for the Financial Year 2023-24 does not contain any qualification, reservation, adverse remark or observation.

Secretarial Auditor & Secretarial Audit

Pursuant to Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on 23rd May, 2024 had re-appointed Mr. Ashok Kumar Daga (Membership No.-FCS-2699, C.O.P No. 2948), Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2024-25. The report of the Secretarial Auditors for the Financial Year 2023-24 in Form MR-3 is annexed herewith as ''Annexure 2'' to this report. The report is self-explanatory and does not call for any further comments.

Annual Secretarial Compliance Audit

SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08.02.2019 introduced that listed companies shall additionally, on an annual basis, require a check by Practicing Company Secretary ("PCS") on compliance of applicable SEBI Regulations and circulars/ guidelines issued thereunder, consequent to which, the PCS shall submit a report to the listed entity. Further, in accordance with Regulation 24A of SEBI Listing Regulations also the Annual Secretarial Compliance Certificate is required to be filed with the Stock Exchange where the shares of the company are listed within 60 days from end of related financial year. Accordingly, Mr. Ashok Kumar Daga (Membership No.-FCS- 2699, C.O.P No. 2948), Practicing Company Secretary, was appointed by the Board for the said purpose who has since submitted his report to the Board, copy whereof was placed for consideration by Board members, at its meeting held on 23^rd May, 2024 and shall subsequently be submitted to the Stock Exchange as per the requirement of the said circular and regulation. The Annual Secretarial Compliance Report issued by Mr. Ashok Kumar Daga, (Membership No.-FCS- 2699, C.O.P No. 2948), Practicing Company Secretary for the year ended 31^st March 2024 does not contain any qualification, reservation or adverse remark and is annexed herewith as ''Annexure 3'' to this report.

Policies

The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All applicable policies are available under the head Policy on the Company''s website: www.kkkalpanagroup.com/investor-relations.php. The policies are reviewed periodically by the Board and/or Committees, as required, and updated, based on need and new compliance requirements.

Corporate Social Responsibility (CSR)

The Company has a Corporate Social Responsibility Committee, the constitution of which is detailed in the Corporate Governance Report forming part of this Report. In compliance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, the Company has adopted a CSR policy which is available under the head policy at: http://www.kkalpanagroup.com/investor-relations.php.

Pursuant to Section 135 of the Companies Act, 2013, Companies (Corporate Social Responsibility) Rules, 2014 and Schedule VII to the Act, CSR is applicable to every Company having:

(1) Net worth of Rs. 500 Crore or more, or

(2) Turnover of Rs. 1000 crore or more, or

(3) Net Profit of Rs. 5 crore or more.

during the immediately preceding financial year.

The turnover, net worth and net profit of the company in the immediately preceding financial year 2022-23 (with respect to financial year 2023-24) did not exceed the limit as specified under Section 135 of the Companies Act, 2013 and therefore CSR Expenditure was not required in the financial 2022-23.

The turnover, net worth and net profit of the financial year under review i.e. financial year 2023-24 does not exceed the limit as specified under Section 135 of the Companies Act, 2013 read with relevant Rules and therefore no CSR Expenditure is mandatorily required to be undertaken in the FY 2024-25.

Related party transactions

Your Company has formulated a policy on Related Party Transaction ("RPT") which is available on Company''s website www.kkalpanagroup.com. There were no transactions that required disclosure under section 134(3)(h) of the Companies Act, 2013, in Form AOC-2, and hence your company has not provided any details of such related party transactions. Further, there are no material RPT, during the year under review, with the Promoters, Directors or any Key Managerial Personnel which may have a potential conflict of interest with the Company at large. Prior Omnibus Approval has been obtained for transactions which are of a foreseen and repetitive nature which shall be reviewed by the Audit Committee periodically. All RPT were entered into by the Company at its ordinary course of business and were at arm''s length. Omnibus Approval granted for the year under review for repetitive transactions was reviewed by the Board and Audit Committee of the company. The details in respect to captioned matter are specified in notes to Financial Statement.

Omnibus approval in respect of regular RPT to be entered by the Company with DPIL and with Ddev Plastic Limited ("DPL") during F.Y 2023-24, was granted by the Audit Committee and Board of Directors at their meeting held on 10.02.2023 vide Postal Ballot Notice dated 10.02.2023, whereof the result declared on 12.04.2023.

The omnibus approval in respect of regular RPT to be entered by the Company with DPIL and DPL during F.Y 2024-25, was granted by the Audit Committee and Board of Directors at their meeting held on 09.02.2024 vide Postal Ballot Notice dated 09.02.2024, whereof the result declared on 11.04.2024.

Further, the Audit Committee and the Board at its respective meeting held on 23.05.2024 had granted Omnibus Approval for ratification of RPT to be entered with DPIL for F.Y 2023-24 and approval of material RPT to be entered with DPIL for F.Y 2024-25, subject to the same being approved by the members of the Company, in addition to the RPT approved by the members by postal ballot, result whereof declared on 11.04.2024. Accordingly, the Company is seeking approval of members vide Postal Ballot Notice dated 23.05.2024.

Subsidiaries/ Joint Ventures / Associate Companies

Bbigplas Poly Private Limited ("BPPL"), holding Company as it holds 74.03% in the Company.

Kkalpana Plastick Limited ("KPL") was the Associate Company of the Company wherein the Company holds 36.23% of equity in its paid-up capital. However, 2002920 equity shares of KPL have been proposed by the Board of Directors based upon the recommendation of the Audit Committee at their respective meeting dated 19^th May, 2023, to be transferred to BPPL, holding Company of the company, which would account for an Inter-se Transfer of Shares between the Promoters, in terms of Regulation 10 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, since BPPL is also the promoter of KPL and therefore ceased to be the associate of the Company.

Further, the wholly owned subsidiary in the name of Kkalpana Plastic Reprocess Industries Middleeast FZE incorporated in Hamriyah Free Zone, Sharjah, United Arab Emirates, has been wound up on 25^th December, 2023, with an effective date of 21^st November, 2023, as approved in the Board Meeting based upon the recommendation of the Audit Committee at their respective meeting dated 14^th November, 2023 and therefore ceased to be the subsidiary of the Company.

The consolidated financial results were applicable to the company from the period 1^st April, 2023 to 31st December, 2023. From 1^st January, 2024, the consolidated financial results are not applicable to the company on account of disposal of investment in subsidiaries i.e., Kkalpana Plastic Reprocess Industries Middleeast FZE w.e.f 21^st November, 2023. Hence, the company is required to prepare only standalone financial results.

Material changes and commitments affecting the financial position of the Company

There is no change in the business of the company. However, as per the Scheme of Arrangement between the Company, DPIL and their respective shareholders and creditors, as approved by the Hon''ble National Company Law Tribunal, Kolkata Bench (NCLT) vide its order dated 4^th March, 2022, the Compounding Business Undertaking of the Company was transferred to DPIL, on a going concern basis, under provisions of Section 230-232 of the Companies Act, 2013, wef appointed date 01.04.2021. The certified copy of said NCLT Order was received on 16.03.2022 and filed with the Ministry of Corporate Affairs on 01.04.2022, being the effective date.

Particulars of Loans, Guarantees and Investments

Pursuant to provisions of Section 186 of the Companies Act, 2013, the company is allowed to give loans, guarantees, or make investments exceeding sixty per cent of the aggregate of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, however the said limits may be exceeded subject to prior approval of members being accorded for the same. The members had, in this regard, approved the limit of Rs. 2000 Crores (Rupees Two Thousand Crores only) and the Company has not exceeded the approved limit.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are provided in the financial statement (please refer to Note 9 to the financial statement).

Risk Management Policy

Your company has an elaborate Risk Management procedure and adopted a systematic approach to mitigate risk associated with accomplishments of objectives, operations, revenues and regulations. The Board takes responsibility for the overall process of risk management throughout the organization. In terms of the requirement of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. The company considers activities at all levels of the Organization viz. Enterprise level, Division level, Business Unit Level and Subsidiary level in the risk management framework. The risk management process of the Company focuses on three elements viz. 1) Risk Assessment 2) Risk Management and 3) Risk Monitoring. The Company''s business units and corporate functions address risk through an institutionalized approach aligned to the Company''s objective. This is further facilitated by the Internal Audit which is reviewed by the Board and Audit Committee of the Company. The key risks and mitigating actions are reviewed and significant audit observations and follow up actions thereon are reported to the Audit Committee and Board.

Significant and material orders passed by the regulators

A Scheme of Arrangement between the Company, DPIL (CIN: U24290WB2020PLC241791) and their respective Shareholders and Creditors, providing for, inter alia, transfer of the Compounding Business Undertaking of the Company, on a going concern basis, to DPIL, as per provisions of Section 230-232 of the Companies Act, 2013, ("the scheme") was considered and approved by the Hon''ble National Company Law Tribunal (NCLT), Kolkata Bench vide its order dated 04th March, 2022. Accordingly, Compounding Business Undertaking of the Company stands demerged and vested in DPIL wef the appointed date 01.04.2021 in accordance with the said NCLT Order. The certified copy of the NCLT Order dated 04.03.2022 was received on 16.03.2022 and duly filed with Registrar of Companies, West Bengal, on 01.04.2022 (Effective date). DPIL had allotted 94072930 Equity Shares of Re.1 each in the ratio of 1:1 to the shareholders of the KIIL whose name appeared in the shareholders'' list of the Company as on 08.04.2022, being the record date for the said purpose.

Disclosure as per Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

As per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, as amended from time to time, the Company has in place Internal Complaints Committee (ICC) which has been setup to redress complaints regarding Sexual Harassment. The following is the summary of Sexual Harassment complaints received and disposed off during the year under review:

No. of Complaints at the beginning of the Financial Year (i.e., 01.04.2023) - Nil

No. of Complaints received during the Financial Year (i.e., 2023-24) - Nil

No. of Complaints disposed off during the Financial Year (i.e., 2023-24) - Nil

No. of pending at the end of the Financial Year (i.e., 31.03.2024) - Nil

All employees (permanent, contractual, temporary & trainees) are covered under the captioned Act. Your directors are pleased to state that working atmosphere of your company is very healthy for male and female employees/ workers.

Particulars of Employees

None of the employees, employed during the year, was in receipt of remuneration, in aggregate of Rupees 1,02,00,000 or more per annum for the financial year 2023-24, or Rs. 8,50,000 or more per month for any part of the Financial Year, as set out in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Therefore, no such details have been provided in terms of section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014.

The ratio of remuneration of each Director to the median employee''s remuneration and other details in accordance with sub-section 12 of Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this report and is marked as ''Annexure 4''

Annual Return

Pursuant to the provisions of section 92(3) and 134(3)(a) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the annual return for the Financial Year 2023-24 is uploaded on the website of the Company at www.kkalpanagroup.com/investor-relations/ under the tab Annual Report.

Vigil mechanism

The Company believes in conducting its affairs in fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant to the requirement of the Section 177(9) of the Companies Act, 2013, the Company has established vigil mechanism which also incorporates a whistle blower policy in terms of the SEBI Listing Regulations in order to provide a secure environment and to encourage employees to report unethical, unlawful, improper practice, acts or activities, if any. Protected disclosures can be made by a whistle blower through an e mail or phone or letter to the chairman of Audit Committee. During the year under review no employee was denied access to the Audit Committee.

Internal Financial Controls

The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of the business of your Company. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable Indian Accounting Standards (Ind AS) and relevant statutes. The Internal Auditor and the Audit Committee review the Internal Financial Control system periodically. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

E-Voting Facility at Annual General Meeting

In terms of Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of Companies (Management and Administration) Rules, 2014 and other applicable provisions of the Act and Rules made thereunder (as amended), the items of business specified in the Notice convening the 39th Annual General Meeting of the Company shall be transacted through electronic voting system only and for this purpose the Company is providing e-Voting facility to its'' Members whose names will appear in the register of members as on the cut-off date (fixed for the purpose), for exercising their right to vote by electronic means through the e-Voting platform to be provided by National Securities Depository Ltd ("NSDL"). The detailed process and guidelines for e-voting have been provided in the notice convening the meeting.

Acknowledgement

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company.

Your Directors also wish to place on record their appreciation to all of the Company''s employees and workers at all level for their enormous efforts as well as their collective contribution to the Company''s performance.

1

The consolidated financial results were applicable to the company from the period 1^st April, 2023 to 31^st December, 2023. From 1^st January, 2024, the consolidated financial results are not applicable to the company on account of disposal of investment in subsidiaries i.e., Kkalpana Plastic Reprocess Industries Middleeast FZE w.e.f 21^st November, 2023. Hence, the company is required to prepare standalone financial results.

Dividend

In order to preserve the Cash Flow, no dividend was recommended for FY 23-24.

Change of Registered Office

There has been no change in the registered office of the Company during the period under review.

---

Mar 31, 2023

The Board of Directors have pleasure to present the 38^th Annual Report on the performance of the Company together with the Audited Statement of Accounts for the financial year ended March 31, 2023. ("FY 22-23")

Summarized Financial Results

	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Revenue	28,717.70	4647.28	28,718.20	4647.28
Profit before Depreciation, Financial Costs & Tax	1,044.75	615.82	1005.80	587.40
Less: Depreciation	245.62	294.65	245.62	294.65
Financial Costs	558.56	33.57	558.58	33.57
Profit before Tax	240.57	287.61	201.60	259.18
Less: Provision for Tax	50.51	(242.33)	50.50	(242.33)
Profit After Tax	190.06	529.94	151.09	501.51
Add: Profit brought forward from previous year.	1524.64	25354.70	1517.71	25375.85
Less: Amount adjusted pursuant to scheme of arrangement	-	(24171.86)	-	(24171.51)
Non-Controlling Interest	-	-	-	-
Amount Available for Appropriation	1714.70	1712.78	1668.80	1705.85
Appropriation
Equity Dividend	-	(188.15)	-	(188.15)
Transfer to General Reserve	-	-	-	-
Surplus carried to Balance Sheet	1714.70	1524.63	1668.80	1517.71

Dividend

In order to preserve the Cash Flow, no dividend was recommended for FY 22-23.

Change of Registered Office

The Company has shifted its registered office within local limits of the city to BK Market, 16A Shakespeare Sarani, 4th Floor, Room No. 3, Kolkata - 700071 from 2B Pretoria Street, Kolkata 700071 w.e.f. 28th May 2022 for operational convenience.

Necessary compliances in this regard have been completed.

Industrial Scenario

As per a McKinsey report, if plastics demand follows its current trajectory, global plastic waste volumes would grow from 260 million tons per year in 2016 to 460 million tons per year by 2030, taking what is already a serious environmental problem to a whole new level.

As per an article by Fortune Business Insights, the global recycled plastic market size was US$ 41.13 billion in 2020. Favourable initiatives to promote the use of recycled plastics in developed countries, growing acceptance of recycled plastics consumption in the textile industry as fibers in developing countries of the Asia Pacific, and cost effective, sophisticated recycling technologies are some of the key factors driving the global recycled plastics market.

The Indian plastics industry has been developing fast with market growth and diversification in recent years. Latest market reports indicate that the industry is the likely to be increasing in total exports of the Plastic raw materials. According to the Directorate General of Commercial Intelligence and Statistics (DGCIS) of India, the Indian plastics industry hosts more than 2,000 exporters.

Recycled plastic is scrap or waste plastic materials that are processed and re-purposed into useful products. Since most of the polymer materials used globally are non-biodegradable, recycling of these materials is the solution to reduce the burden of polymers present in the environment. Furthermore, increasing restrictions on the usage of single use polymers and initiatives taken by governments in Europe, China, India and Brazil are expected to promote recycling on fast-track

basis. For instance, the European Union has prohibited single use plastic polymer products since 2021. Moreover, the shift of end use industries, especially packaging and consumer goods towards sustainable or recyclable materials will drive the market growth. Further, the innovation and development of products, including packaging bottles, films, containers, and cutlery using post-consumer recycled (PCR) plastics will provide huge opportunities for the market in the future.

Many Industries are regularly modifying the Plastic to make it environment friendly. In India, Plastic has a higher edge in terms of Trust, Ability and Technology to leverage the global market. Corporate Houses are vigorously innovating & competing to provide the most efficient Plastics for making manufacturing easier, recyclable and more cost effective. However, for the corporate sector, recycling plastic is also a complicated issue. There are so many different grades of plastic, each requiring their own recycling processes. Some non-durable plastic types are not even recyclable in a commercially viable manner.

Currently, India generates 25,940 tonnes of Plastic Waste every day. Even though having such great advantages, government and many Environmental Activists are calling for a ban on Plastics. For tackling the menace of Plastic Waste in India, the Government has completely banned import of Solid Plastic waste/ scrap in the Country. However, the very properties that make Plastic so dangerous - its durability and long lifespan - also make it a great asset. Plastic is such a material that can be constantly recycled. This helps Ecology and the Economy, especially when the human population is growing rapidly, and our lifestyle demands are increasing exponentially. The solution is not to Ban Plastic, but to ensure that it is used responsibly and recycled properly.

Meanwhile, there are around 30,000 plastic processing units of which 85-90% are small and medium-sized enterprises, over 7000 recycling units and numerous end-users, which ensure an effective industry chain in the country. These enterprises employ more than 4 million people. The Government of India intends to take the plastic industry from a current level of Rs. 3 lakh crore (US$ 37.8 billion) of economic activity to Rs. 10 lakh crore (US$ 126 billion) in four-five years.

Operations and State of Company''s Affairs

Pursuant to the Scheme of Arrangement between Kkalpana Industries India Limited ("KIIL" or "the Company") and the Ddev Plastiks Industries Limited ("DPIL") and their respective Creditors and Shareholders ("the Scheme"), as approved by Hon''ble National Company Law Tribunal, Kolkata Bench, (NCLT) vide its Order dated 04.03.2022, the Compounding Business of KIIL has been vested to DPIL having an appointed date of 01.04.2021. There has been no further change in the nature of business of the company during the financial year ended 31.03.2023.

During the year under review, your Company achieved total revenue of 28,717.70 Lacs as against total revenue of Rs. Rs. 4647.28 Lacs in the previous financial year. The Profit after Tax is 190.06 as against Rs. 529.94 Lacs in the previous year. The figures for previous financial year are represented after taking into effect the demerger of compounding business of the Company, pursuant to approval by the Hon''ble National Company Law Tribunal (NCLT), Kolkata Bench vide its order dated 04.03.2022 with an appointed date of 01.04.2021.

The Company recycles plastic and manufactures plastic granules. It has 2 (Two) manufacturing units with state-of-the-art machinery, infrastructure, equipment, and R&D facilities. With plants located at East coast of India, the company gains advantage of low freight costs. The Company is in process to identify more avenues and engage in reliable projects.

Future Prospects

Plastics are lightweight, durable and inexpensive materials that can be molded into a diverse variety of products. As a result, production of plastics has increased manifold over the past few decades. However, their current usage has also led to the generation of a huge amount of waste, resulting in major environmental concerns. The landfill is the conventional method for waste disposal; however, landfill area has become scarce in many countries. Although this method has limited environmental impacts, there are long-term risks of contamination of soil and groundwater associated with it, thus polluting the natural environment.

Plastic recycling is the reprocessing of plastic waste into new and useful products. When performed correctly, this can reduce dependence on landfills, conserve resources and protect the environment from plastic pollution and greenhouse gas emissions. Furthermore, consistent support from the government and increasing penetration of recycled plastic products is presenting lucrative opportunities for the global plastic recycling market. A major opportunity lies in increasing use of recycled plastics to other industries and its market is forecasted to grow even more in the following years.

Plastic recycling is a mechanical and chemical process of recovering plastic waste or scrap discarded during the production of plastic products (pre-consumer plastic waste) or after the use of these products by consumers (post-consumer plastic waste). It is cost effective process and helps decrease carbon emissions.

The global plastic recycling market was valued at $27.9 billion in 2021, and is projected to reach $61 billion by 2031, growing at a CAGR of 8.7% from 2022 to 2031. Plastic recycling is the process of retrieving waste or used plastic materials and converting them into new products. Plastic waste is collected, sorted, cleaned, and processed in this process to produce a new material that can be utilized to make other products. The major objective of plastic recycling is to decrease the amount of plastic waste that ends up in dumping grounds and oceans and to conserve natural resources by using recycled plastic instead of new plastic. These programs promote plastic bags recycling to mitigate landfill hazards. People are also increasingly preferring to recycle plastic products to reduce waste. It is a crucial aspect of waste management and environmental conservation efforts. Several key factors are driving the plastic recycling market.

The rising awareness of the negative impacts of plastic waste on the environment, such as ocean pollution and harm to wildlife, is one of the major factors driving the growth of the market. Due to this, there is now more demand for plastic recycling as a means of reducing plastic waste and lowering its environmental impact. The growing desire by consumers and businesses for environmentally friendly and sustainable goods is another factor driving the plastic recycling industry. Recycled plastic is increasingly being used in goods by many businesses, which has increased demand for the material.

Because of the Central Government''s total emphasis on infrastructure and continuation of reforms, the sector in which your company operates will get a big boost. Further, the strong Research and Development (R&D) facilities of your company will propel the turnover in the very near future. Your company has been constantly seeking inroads in overseas markets. A high standard of research and development will ensure cost reduction and cost control, which primarily affects the bottom line of any company.

The global plastic recycling market forecast report is segmented on the basis of product, source, application, and region. By product, the market is sub-segmented into polyethylene (PE), polyethylene terephthalate (PET), polypropylene (PP), polyvinyl Chloride (PVC), polystyrene (PS), and others. According to Source, the market is classified into plastic bottles, plastic films, polymer foam, and others.

Preservation of the environment, being the primary concern, worldwide, recycling becomes an important aspect, and we look forward to the growth of the industry.

Share Capital

There is no change in the Share Capital of the Company. As on 31^st March 2023, the paid up equity share capital of the company stood at Rs. 1881.46 lacs divided into 94072930 equity shares of face value Rs. 2/- each.

Transfer to General Reserve

The Board of Directors decided to retain the entire amount of profits for 2022-23 in the retained earnings.

Transfer of Amount to Investor Education and Protection Fund

Pursuant to the provisions of the Investor Education and Protection Fund ("IEPF") (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e., 24.09.2022), with the Ministry of Corporate Affairs ("MCA"). Since the company had not declared any dividend for the financial year ended 31.03.2016, no funds were required to be transferred to IEPF during the year under review.

Deposits

Your Company has not accepted any deposits from public and/ or members during the year under review, within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and accordingly as of 31^st March 2023, there were no unpaid deposits with the Company.

Research and Development

Your Company recognizes that Research & Development ("R&D") plays a vital role in supporting operations as well as future growth. Your Company focuses its attention on development of Products that have wide industrial applications, particularly in cable, piping, packaging and footwear industries. Through R&D, it endeavors to increase production, lower the cost of production and lower wastage.

Directors and Key Managerial Personnel

Directors

Mr. Narrindra Suranna (DIN: 00060127), Chairman and Managing Director of the Company was appointed to said office for a term of 5 years wef 01.08.2017. As such, his term of office expired on 31.07.2022. The Board, at its meeting held on 12.02.2022, upon recommendation of Nomination and Remuneration Committee at its meeting held on same day, approved his re-appointment for a further term of 5 years wef 01.08.2022, and the same was approved by the shareholders at the Extra-Ordinary General Meeting held on 27.06.2022. It is also informed that he had submitted his consent for being re-appointed as Chairman and Managing Director of the Company.

Mr. Samir Kumar Dutta (DIN: 07824452), Independent Director of the Company was appointed to said office for a term of 5 years wef 23.09.2017. As such, his term of office expired on 22.09.2022. The Board, at its meeting held on 26.03.2022, upon recommendation of Nomination and Remuneration Committee at its meeting held on same day, approved his re-appointment for a further term of 5 years wef 22.09.2022, and the same was approved by the shareholders at the Extra-Ordinary General Meeting held on 27.06.2022. It is also informed that he had submitted his consent for being reappointed as Independent Director of the Company.

Dr. Pranab Ranjan Mukherjee (DIN: 00240758) was appointed as an Additional Director w.e.f 27.03.2022 by the Board at its meeting held on 26.03.2022, upon recommendation of Nomination and Remuneration Committee at its meeting held on same day. His appointment as Whole-Time Director was approved by the shareholders at the Extra-Ordinary General Meeting held on 27.06.2022 for a term of 5 years wef 27.06.2022. It is also informed that he had submitted his consent for being appointed as Whole-Time Director of the Company.

Mr. Deepesh Tiwari (DIN: 09644428) was appointed as Additional Director under the category of Independent Director of the Company with effect from 27.06.2022 by the Board of Directors at its meeting on 27.06.2022 upon recommendation of the Nomination and Remuneration Committee at its meetings held on same day. His appointment as Independent Director for a term of 5 years wef 27.06.2022 was approved by the shareholders at the Annual General Meeting held on 24.09.2022. It is also informed that he had submitted his consent for being appointed as Independent Director of the Company.

The necessary disclosures about Directors, required pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Clause 1.2.5 of the Secretarial Standard on General Meetings, are annexed to the Notice of 38^th AGM, forming part of the Annual Report.

During the year under review, none of the directors resigned.

None of the Directors are disqualified or debarred by SEBI or any other statutory authority, from continuing office as Director.

Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 ("the Act"), Dr. Pranab Ranjan Mukherjee (DIN -00240758), Whole-Time Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

As per the stated provisions of the Act, the Independent Directors are not liable to retire by rotation.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the SEBI Listing Regulation is appended as an Annexure to the Notice of the ensuing AGM.

Key Managerial Personnel

As at the Financial Year ended 31.03.2023, the following were the Key Managerial Personnels of the Company: -

(1) Mr. Narrindra Suranna,

(2) Dr. Pranab Ranjan Mukherjee,

(3) Mr. Indar Chand Dakalia, and

(4) Ms. Ankita Karnani.

However, at the Board Meeting held on 19^th May, 2023, Ms. Ankita Karnani, Company Secretary and Compliance Officer of the Company resigned with effect from 20.05.2023 and Mrs. Swati Lodha bearing Membership No. (ACS- 52755) was appointed as Company Secretary and Compliance Officer of the Company with effect from 01.07.2023.

Your Company has also received the necessary declaration from all the directors, as enumerated in Section 164(2) and 184(1) of the Companies Act, 2013.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, proficiency, and expertise in their respective designated fields and are people of integrity.

The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs (IICA), in terms of Section 150 of the Companies Act, 2013 (including any statutory modifications, amendments/ re-enactments, if any) read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time.

Declaration by Independent Directors

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of Independence, as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulations 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. They have also confirmed, respectively, pursuant to Circular No. LIST/COMP/14/2018-19 dated 20.06.2018 issued by BSE Ltd., pertaining to enforcement of SEBI Orders regarding appointment/ re-appointment of Director/Independent Director, that they are not debarred from holding office of Independent Director/ Director by virtue of any SEBI order or any other statutory authority and are not disqualified from continuing as Independent Directors in terms of Section 164 of the Act. They have also confirmed, respectively, their compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014 ("the Rules"), as amended from time to time, with respect to registration with the Databank of Independent Directors maintained with Indian Institute of Corporate Affairs.

Board membership Criteria and list of Core Skills/ Expertise/ Competencies identified in the context of the business

The Board of Directors are collectively responsible for selection of member on the Board.The Nomination and Remuneration Committee of the Company follows defined criteria for identifying, screening, recruiting and recommending candidates for selection as a Director on the Board. The criteria for appointment to the Board include:

• composition of the Board, which is commensurate with the size of the Company, its portfolio, geographical spread and its status as a listed Company;

• desired age and diversity on the Board;

• size of the Board with optimal balance of skills and experience and balance of Executive and Non-Executive Directors consistent with the requirements of law;

• professional qualifications, expertise and experience in specific areas of relevance to the Company;

• balance of skills and expertise in view of the objectives and activities of the Company;

• avoidance of any present or potential conflict of interest;

• availability of time and other commitments for proper performance of duties;

• personal characteristics being in line with the Company''s values, such as integrity, honesty, transparency, pioneering mindset.

The Board has identified the following skills/ expertise/ competencies fundamental for the effective functioning of the

Company, which are currently available with the Board: -

• Leadership - experience of running large enterprise, leading well-governed organization, with an understanding of organizational systems and strategic planning and risk management, understanding of global business dynamics, across various geographical markets, industry verticals and regulatory jurisdictions.

• Strategy and planning - Appreciation of long-term trends, strategic choices and experience in guiding and leading management teams to make decisions in uncertain environments

• Governance - Experience in developing governance practices, serving the best interests of all stakeholders, maintaining board and management accountability, building long-term effective stakeholder engagements and driving corporate ethics and values

• Finance and Accounting Experience - Experience in handling financial management along with an understanding of accounting and financial statement

• Understanding use of Digital / Information Technology-Understanding the use of digital / Information Technology across the value chain, ability to anticipate technological driven changes & disruption impacting business and appreciation of the need of cyber security and controls across the organization

• Sales and Marketing-Experience in developing strategies to grow sales and market share, build brand awareness and equity, and enhance enterprise reputation.

The following are the details of respective core skills of Board Members as on 19.05.2023:

Name of Director	Core Skill
Mr. Narrindra Suranna (DIN: 00060127)	Leadership Strategy and Planning Finance & Accounting Experience Sales and Marketing
Mr. Ddev Surana (DIN: 08357094)	Leadership Strategy and Planning Understanding use of Digital/ Information Technology Sales and Marketing
Dr. Pranab Ranjan Mukherjee (DIN: 00240758)	Strategy and Planning Governance Sales and Marketing Understanding use of Digital/ Information Technology
Mr. Samir Kumar Dutta (DIN: 07824452)	Governance Finance and Accounting Experience
Mrs. Ramya Hariharan (DIN: 06928511)	Governance Finance and Accounting Experience Understanding use of Digital/ Information Technology
Mr. Deepesh Tiwari (DIN: 09644428)	Finance and Accounting Experience Understanding use of Digital/ Information Technology

Committees of the Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their respective composition, number of meetings and attendance at the meeting are provided in the Corporate Governance Report, which also forms part of this Annual Report.

Separate meeting of Independent Directors

The Independent Directors met on 10.02.2023, without the attendance of Non-Independent Directors and members of the Management, except the Company Secretary, who was present by invitation. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Code of Conduct for Directors, Senior Management Personnel and Employees

Your Company has adopted the Code of Conduct ("the Code" or "CoC") for its Directors and Senior Management. In terms of Regulation 26(3) of SEBI Listing Regulations, all Directors and Senior Management Personnel have affirmed compliance with the code. The Chief Executive Officer who is also Managing Director has in turn affirmed and certified the same, under Regulation 34(3) read with Part D of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), which certification is provided in the Report on Corporate Governance. The Company also has in place an HR Policy for its employees at all levels.

Familiarization Programme for Independent Directors

The Company had organized familiarization programmes for the Independent Directors as per the requirement of the Companies Act, 2013 and Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and it conducts familiarization programme, from time to time, for its Independent Director. All independent directors inducted into the Board attended the familiarization programme. The Company has familiarized the Independent Director with the company, their roles, rights, responsibilities in the company, nature of the Industry in which the company operates and business model of the company. The Company endeavors to update the Independent Directors regarding the company''s projects, new ventures, if any, opening of new office sites or manufacturing units, shutdown/ closure of any manufacturing unit. It also keeps the Independent Directors informed of any sluggishness in finance/ liquidity problems, if any. The suggestions received from Independent Directors are taken note of and informed to the Chairman and Managing Director takes suitable measures, if required, on the suggestions of the Independent Directors. Further, at the time of the appointment of an Independent Director, the company also issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. The format of the letter of appointment is available under the head draft letter of appointment on our website (www.kkalpanagroup.com/investor-relations.php)

Board Evaluation

The Board of Directors has devised a policy for performance evaluation, which includes criteria for performance evaluation. It reviews the performance evaluation criteria annually in accordance with Regulation 4(2)(f)(ii)(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. The Nomination and Remuneration Committee accordingly carries out an annual evaluation of Board''s performance, and the performance of its Committees as well as Individual Directors (both Executive and Non-executive/ Independent Directors) in accordance with Section 178(2) of the Companies Act, 2013. This involves receiving input from all Committee members. The Board thereafter reviews and takes on record the performance evaluation done by the Nomination and Remuneration Committee. The Board evaluates the performance of Independent Directors, pursuant to Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule IV to the Companies Act, 2013.

Pursuant to the provisions of the Section 178(2) Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the formal annual evaluation was carried out for the Board''s own performance, its committees & Individual Directors.

A structured performance evaluation form was prepared after taking into consideration inputs received from the Directors and on the basis of the evaluation criteria laid down by Nomination and Remuneration Committee and as reviewed and approved by the Board of Directors, covering various aspects of the Board''s functioning including adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, the effectiveness of its processes, information, flow and functioning.

A separate meeting of Independent Directors was held to review the performance of Non-Independent Directors, the performance of the Board of Directors and the performance of Chairman. The Directors evaluation was broadly based on parameters such as, meeting the expectation of stakeholders, guidance and review of corporate strategy, risks, participation, Director''s contribution to the Board of Directors and Committee meetings, including preparedness on the

issues to be discussed as well as meaningful and constructive contribution and inputs during the meeting and attendance at Board / Committee meetings, interpersonal skills. The performance evaluation of the Chairman of the Company was undertaken by the Independent Directors considering the views of Executive Directors and Non-Executive Directors. The Chairperson is evaluated on the key aspects of their role, their contribution to ensuring corporate governance, leadership qualities, decision implementation, understanding of market and industry scenario etc. The Independent Directors also assessed the quality, quantity, and timeliness of flow of information between the Company''s management and the Board.

Observation of the Board in regard its own performance

In regard to Financial Year ended 31^st March 2023, the Board of Directors of the Company, after an exhaustive discussion on the captioned subject matter, was of the opinion that operationally, the Board, as whole, had issued effective instructions, from time to time, and the same were duly carried out.

Policy on Director''s appointment and remuneration

The current policy is to have an appropriate mix of executive and non-executive / independent directors to maintain the independence of the Board and separate its functions of governance and management.

The Company''s Policy for selection and appointment of Directors and their remuneration is based on its Nomination and Remuneration policy which, inter alia, deals with the manner of selection of the Directors and Senior Management Personnel and such other matters as provided under section 178(3) of the Act and 19(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendment thereto.

The policy of the Company on directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under section 178(3) of Companies Act, 2013 is available on the company''s website under the head Policy at www.kkalpanagroup.com/investor-relations.php.

Your Directors affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company and in accordance with the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board meetings

The Board held 6 (Six) times during the financial year under review, the details of which are given in the Corporate Governance Report which is annexed and forms a part of this report.

Sr. No.	Date of Board Meeting	No. of Directors attended
1	14.04.2022	5
2	27.05.2022	5
3	27.06.2022	5
4	12.08.2022	6
5	11.11.2022	6
6	10.02.2023	5

The intervening gap between two consecutive Meetings was within the period prescribed under the Companies Act,

2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Directors'' Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors

confirm that:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance

with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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; and

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

Statutory Auditors & Audit

Pursuant to Section 139 of the Companies Act, 2013, M/s. B. Chakrabarti & Associates (Firm Registration No. 305048E), Chartered Accountant, were appointment as Statutory Auditor of the Company for a tenure of 5 years commencing from the conclusion of 37^th Annual General Meeting of the Company held on 24^th September 2022 till the conclusion of 42^nd Annual General Meeting of the Company to be held in 2027.

The consent for confirmation of Statutory Auditor, certificate of eligibility and peer review confirmation as per the provisions under Companies Act, 2013 and rules made thereunder, dated 05.05.2023 was received from M/s. B. Chakrabarti & Associates (Firm Registration No. 305048E), Chartered Accountant, Kolkata.

The Auditors'' Report on the accounts for the year ended 31^st March, 2023 does not contain any qualification, reservation, adverse remark or observation.

During the year under review no fraud was reported by the Auditors, pursuant to Section 143(12) of the Companies Act, 2013.

Internal Auditors & Internal Audit

Pursuant to Section 138 of the Companies Act, 2013, the Board of Directors of your Company has re-appointed M/s. DKD & Associates, Chartered Accountants, Kolkata (Firm Registration No.322657E) as Internal Auditors, for the financial year 2023-2024, on the recommendation of Audit Committee. The Quarterly Internal Audit Report submitted by Internal Auditors during the Financial Year 2022-23 has been reviewed by the Audit Committee and Board, at their respective meetings and the suggestions therein implemented to the extent possible.

Cost Auditors & Cost Audit

Pursuant to Section 148 of the Companies Act, 2013 and subject to rules thereunder, the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. D. Sabyasachi & Co. (Membership No. 000369), Cost Accountants, Kolkata, as the Cost Auditors of the Company for the financial year 2023-24. M/s. D. Sabyasachi & Co. have confirmed that their appointment is within the prescribed limits and they are free from any disqualifications as provided in Section 141 of the Companies Act, 2013. The Cost Audit Fees of the Cost Auditor for financial year 2023-24 is proposed for ratification at the ensuing Annual General Meeting. The Cost Audit Report for the Financial Year 2022-23 does not contain any qualification, reservation, adverse remark or observation.

Secretarial Auditor & Secretarial Audit

Pursuant to Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on 19^th May, 2023 had re-appointed Mr. Ashok Kumar Daga (Membership No.-FCS- 2699, C.O.P No. 2948), Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2023-24. The report of the Secretarial Auditors for the Financial Year 2022-23 in Form MR-3 is annexed herewith as ''Annexure 1'' to this report. The report is self-explanatory and does not call for any further comments.

Annual Secretarial Compliance Audit

SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08.02.2019 introduced that listed companies shall additionally, on an annual basis, require a check by Practicing Company Secretary ("PCS") on compliance of applicable SEBI Regulations and circulars/ guidelines issued thereunder, consequent to which, the PCS shall submit a report to the listed entity. Further, in accordance with Regulation 24A of SEBI Listing Regulations also the Annual Secretarial Compliance Certificate is required to be filed with the Stock Exchange where the shares of the company are listed within 60 days from end of related financial year. Accordingly, Mr. Ashok Kumar Daga (Membership No.-FCS- 2699, C.O.P No. 2948), Practicing Company Secretary, was appointed by the Board for the said purpose who has since submitted his report to the Board, copy whereof was placed for consideration by Board members, at its meeting held on 19^th May, 2023 and shall subsequently be submitted to the Stock Exchange as per the requirement of the said circular and regulation. The Annual Secretarial Compliance Report issued by Mr. Ashok Kumar Daga, (Membership No.-FCS- 2699, C.O.P No. 2948), Practicing Company Secretary for the year ended 31^st March 2023 does not contain any qualification, reservation or adverse remark and is annexed herewith as Annexure 2'' to this report.

Policies

The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All applicable policies are available under the head Policy on the Company''s website: www.kkkalpanagroup.com/investor-relations.php. The policies are reviewed periodically by the Board and/or Committees, as required, and updated, based on need and new compliance requirements.

Corporate Social Responsibility (CSR)

The Company has a Corporate Social Responsibility Committee, the constitution of which is detailed in the Corporate Governance Report forming part of this Report. In compliance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, the Company has adopted a CSR policy which is available under the head policy at: http://www.kkalpanagroup.com/investor-relations.php.

Pursuant to Section 135 of the Companies Act, 2013, Companies (Corporate Social Responsibility) Rules, 2014 and Schedule VII to the Act, CSR is applicable to every Company having:

(1) Net worth of Rs. 500 Crore or more, or

(2) Turnover of Rs. 1000 crore or more, or

(3) Net Profit of Rs. 5 crore or more.

during the immediately preceding financial year.

The turnover, net worth and net profit of the company in the immediately preceding financial year 2021-22 (with respect to financial year 2022-23) did not exceed the limit as specified under Section 135 of the Companies Act, 2013 and therefore CSR Expenditure was not required in the financial 2022-23.

The turnover, net worth and net profit of the financial year under review i.e. financial year 2022-23 does not exceed the limit as specified under Section 135 of the Companies Act, 2013 read with relevant Rules and therefore no CSR Expenditure is mandatorily required to be undertaken in the FY 2023-24.

Related party transactions

Your Company has formulated a policy on Related Party Transaction (RPT) which is available on Company''s website www. kkalpanagroup.com. There were no transactions that required disclosure under section 134(3)(h) of the Companies Act, 2013, in Form AOC-2, and hence your company has not provided any details of such related party transactions.

A proposal was made by the board of directors for entering into related party transaction entered between the Company and Ddev Plastiks Industries Limited (DPIL) and also with Ddev Plastic Limited (DPL) at its board meeting dated 10.02.2023 in terms of Section 188 of the Companies Act, 2013 (''Act''), read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provisions of the Act read with related rules thereunder, and Regulation 23 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Listing Regulations"). The above transactions being material in nature required shareholders'' approval. The board of directors based upon the recommendation of Audit Committee decided to take necessary approval from the shareholders by way of Postal Ballot and accordingly Mr. Ashok Kumar Daga (FCS No: 2699 and CP No: 2948), Practicing Company Secretary was appointed as the Scrutinizer for scrutinizing the E-voting results. The postal ballot notice seeking approval of the shareholders for entering into such transactions was circulated to the shareholders. Based upon the report of the Scrutinizer and as informed to the Stock Exchanges, the Shareholders considered and approved the proposed resolutions and thereby the proposed transactions. Both the resolutions i.e., Approval for Material Related party transaction between the Company with Ddev Plastiks Industries Limited (''DPIL'') and also with Ddev Plastic Limited (''DPL'') to be entered into by the company in its ordinary course of business and at an arm''s length for FY 2023-24 were passed with requisite majority by way of Postal Ballot by members on 12.04.2023.

The terms and conditions as approved by the members for entering Related Party Transaction between the Company and DPIL, are as follows:

a. aggregate value of Related Party Transaction to be entered during FY 2023-24 for sale, purchase or supply of any goods or material, directly or through an agent, subject to such transaction(s) being carried out at arm''s length and in the ordinary course of business of the Company, not to exceed Rs. 300 crores.

b. aggregate value Related Party Transaction to be entered during FY 2023-24 for payment with respect to brand usage or royalty in the ordinary course of business of the Company, not to exceed Rs. 15 crores.

The terms and conditions as approved by members for entering Related Party Transaction between the Company and DPL, are as follows:

a. aggregate value of Related Party Transaction to be entered during FY 2023-24 for sale, purchase or supply of any goods or material, directly or through an agent, subject to such transaction(s) being carried out at arm''s length and in the ordinary course of business of the Company, not to exceed Rs. 150 crores.

Consolidated Financial Statement

Pursuant to Section 129(3) of the Companies Act, 2013 ("Act"), the consolidated financial statements of the Company and its subsidiaries and associate, prepared in accordance with the relevant Accounting Standard specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, form part of this Annual Report. Pursuant to the provisions of the said section, a statement containing the salient features of the financial statements of the Company''s subsidiaries, associates and joint ventures in Form AOC-1 is given in this Annual Report and marked as "Annexure-3".

The Annual Report of the Company, containing therein its standalone and the consolidated financial statements has also been placed on the website of the Company, https://www.kkalpanagroup.com/investor-relations/. The Financial Statements along with audit reports of the subsidiaries are available for inspection online by the Members.

Subsidiaries/ Joint Ventures / Associate Companies

Kkalpana Plastick Limited (KPL) is the Associate Company of the Company wherein the Company holds 36.23% of equity in its paid-up capital. However, 2002920 equity shares of KPL have been proposed by the Board of Directors based upon the recommendation of the Audit Committee at their respective meeting dated 19.05.2023, to be transferred to Bbigplas Poly Private Limited (BPPL), holding Company of the company, which would account for an Inter-se Transfer of Shares between the Promoters, in terms of Regulation 10 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, since BPPL is also the promoter of KPL. As at end of financial year under review the company continued to be an associate company and has accordingly been considered in consolidated financials of the Company.

Kkalpana Plastic Reprocess Industries Middleeast FZE'' is the Foreign Wholly Owned Subsidiary Company of the Company, incorporated in Hamriyah Free Zone, Sharjah, United Arab Emirates. The said company has accordingly been considered in consolidated financials of the Company.

Ddev Plastiks Industries Limited (DPIL) was incorporated as the Wholly Owned Subsidiary of the Company on 07.12.2020. However, the Company ceased to be the subsidiary of the Company in view of approval of the Scheme of Arrangement relating to Demerger by the Hon''ble National Company Law Tribunal (NCLT), Kolkata Bench vide its order dated 4^th March 2022 with an appointed date of 01.04.2021, whereby the compounding business of Kkalpana Industries (India) Limited stands demerged and vested in Ddev Plastiks Industries Limited and the shareholders of the Company were allotted shares of DPIL in 1:1 ratio and the existing 1,00,000 shares held by Kkalpana Industries (India) Limited were cancelled.

Ddev Plastic Limited (DPL) was also incorporated as Wholly Owned Subsidiary of the Company on 05.04.2021. However, on 28.09.2022, the Company transferred the shares of DPL held by it i.e.,10000 Equity Shares of Rs 10 each to BPPL, Holding Company of the Company, and therefore as at 31.03.2023, DPL ceased to be subsidiary of the Company.

Further, the wholly owned subsidiary in the name of Kkalpana Industries Banga Limited incorporated in Bangladesh, which had been under process of winding up, has finally been wound up on 29.02.2023 and therefore ceased to be the subsidiary of the company.

The financial position of Ddev Plastic Limited (subsidiary till 28.09.2022), Kkalpana Plastick Limited (associate) and Kkalpana Plastic Reprocess Industries Middleeast FZE'' (foreign subsidiary) are given in Form AOC- 1 and forms part of the report as Annexure 3''. The financials of Ddev Plastiks Industries Limited have been prepared separately by it and is not required to be consolidated, in accordance with NCLT Order approving the Scheme of Arrangement of Demerger. The financials of said associates and subsidiaries have been considered by the Board in the Consolidated Financials of the Company and is available for inspection at the website of the Company at https://www.kkalpanagroup.com.

Performance of Subsidiaries, Associates and Joint Venture Companies and their contribution to the overall performance of the Company during the year under review

Particulars	PAT (Rs. In lacs)	As a % age of Profit or Loss	Amount (Rs. In Lacs)
Kkalpana Plastick Limited - Associate Company	(47.86)	36.23	(17.34)
Ddev Plastic Limited - Wholly Owned Subsidiary (till 28.09.2022)	(0.08)	100	(0.08)
Kkalpana Plastic Reprocess Industries Middleeast FZE - Foreign Subsidiary	(22.05)	100	(22.05)

Material changes and commitments affecting the financial position of the Company

There is no change in the business of the company. However, as per the Scheme of Arrangement between the Company, Ddev Plastiks Industries Limited ("DPIL") and their respective shareholders and creditors, as approved by the Hon''ble National Company Law Tribunal, Kolkata Bench (NCLT) vide its order dated 04^th March, 2022, the Compounding Business Undertaking of the Company was transferred to DPIL, on a going concern basis, under provisions of Section 230-232 of the Companies Act, 2013, wef appointed date 01.04.2021. The certified copy of said NCLT Order was received on 16.03.2022 and filed with the Ministry of Corporate Affairs on 01.04.2022, being the effective date.

Particulars of Loans, Guarantees and Investments

Pursuant to provisions of Section 186 of the Companies Act, 2013, the company is allowed to give loans, guarantees, or make investments exceeding sixty per cent of the aggregate of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, however the said limits may be exceeded subject to prior approval of members being accorded for the same. The members had, in this regard, approved the limit of Rs. 2000 Crores (Rupees Two Thousand Crores only) and the Company has not exceeded the approved limit.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are provided in the financial statement (please refer to Note 9 and 39 to the financial statement).

Risk Management Policy

Your company has an elaborate Risk Management procedure and adopted a systematic approach to mitigate risk associated with accomplishments of objectives, operations, revenues and regulations. The Board takes responsibility for the overall process of risk management throughout the organization. In terms of the requirement of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. The company considers activities at all levels of the Organization viz. Enterprise level, Division level, Business Unit Level and Subsidiary level in the risk management framework. The risk management process of the Company focuses on three elements viz. 1) Risk Assessment 2) Risk Management and 3) Risk Monitoring. The Company''s business units and corporate functions address risk through an institutionalized approach aligned to the Company''s objective. This is further facilitated by the Internal Audit which is reviewed by the Board and Audit Committee of the Company. The key risks and mitigating actions are reviewed and significant audit observations and follow up actions thereon are reported to the Audit Committee and Board.

Significant and material orders passed by the regulators

A Scheme of Arrangement between the Company, Ddev Plastiks Industries Limited ("DPIL") (CIN: U24290WB2020PLC241791)

and their respective Shareholders and Creditors, providing for, inter alia, transfer of the Compounding Business Undertaking of the Company, on a going concern basis, to Ddev Plastiks Industries Limited, as per provisions of Section 230-232 of the Companies Act, 2013, ("the scheme") was considered and approved by the Hon''ble National Company Law Tribunal (NCLT), Kolkata Bench vide its order dated 04^th March, 2022. Accordingly, Compounding Business Undertaking of the Company stands demerged and vested in Ddev Plastiks Industries Limited wef the appointed date 01.04.2021 in accordance with the said NCLT Order. The certified copy of the NCLT Order dated 04.03.2022 was received on 16.03.2022 and duly filed with Registrar of Companies, West Bengal, on 01.04.2022 (Effective date). Ddev Plastiks Industries Limited had allotted 94072930 Equity Shares of Re.1 each in the ratio of 1:1 to the shareholders of the KIIL whose name appeared in the shareholders'' list of the Company as on 08.04.2022, being the record date for the said purpose.

Disclosure as per Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

As per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, as amended from time to time, the Company has in place Internal Complaints Committee (ICC) which has been setup to redress complaints regarding Sexual Harassment. The following is the summary of Sexual Harassment complaints received and disposed off during the year under review:

No. of Complaints at the beginning of the Financial Year (i.e., 01.04.2022) - Nil

No. of Complaints received during the Financial Year (i.e., 2022-23) - Nil

No. of Complaints disposed off during the Financial Year (i.e., 2022-23) - Nil

No. of pending at the end of the Financial Year (i.e., 31.03.2023) - Nil

All employees (permanent, contractual, temporary & trainees) are covered under the captioned Act. Your directors are pleased to state that working atmosphere of your company is very healthy for male and female employees/ workers.

Particulars of Employees

None of the employees, employed during the year, was in receipt of remuneration, in aggregate of Rupees 1,02,00,000 or more per annum for the financial year 2022-23, or Rs. 8,50,000 or more per month for any part of the Financial Year, as set out in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Therefore, no such details have been provided in terms of section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014.

The ratio of remuneration of each Director to the median employee''s remuneration and other details in accordance with sub-section 12 of Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this report and is marked as ''Annexure 4''

Annual Return

Pursuant to the provisions of section 92(3) and 134(3)(a) of the Companies Act, 2013 (''the Act'') read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the annual return for the Financial Year 2022-23 is uploaded on the website of the Company at www.kkalpanagroup.com/investor-relations/ under the tab Annual Report.

Vigil mechanism

The Company believes in conducting its affairs in fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant to the requirement of the Section 177(9) of the Companies Act, 2013, the Company has established vigil mechanism which also incorporates a whistle blower policy in terms of the SEBI Listing Regulations in order to provide a secure environment and to encourage employees to report unethical, unlawful, improper practice, acts or activities, if any. Protected disclosures can be made by a whistle blower through an e mail or phone or letter to the chairman of Audit Committee. During the year under review no employee was denied access to the Audit Committee.

Internal Financial Controls

The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of the business of your Company. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable Indian Accounting Standards (Ind AS) and relevant statutes. The Internal Auditor and the Audit Committee review the Internal Financial Control system periodically. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Green Initiatives in Corporate Governance

The Ministry of Corporate Affairs and SEBI has permitted companies to send electronic copies of Annual Report, notices, etc. to the registered E-mail addresses of shareholders. Your Company has accordingly arranged to send the electronic copies of these documents to shareholders whose email addresses are registered with the Company/ Depository Participant(s), wherever applicable. In accordance with the MCA and SEBI circulars the Company can send electronic copies of notice of AGM and Annual Report on registered email addresses of the Shareholders available with the company/RTA or the depositories. Physical circulation of notice of AGM and Annual Report is dispensed with and electronic circulation through E-mail shall suffice. In accordance with the MCA Circulars and SEBI Circulars, your company has also adopted the facility of E-Voting at the AGM in addition to the Remote E-Voting facility that is provided in terms of provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended, and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

Human Resources and Industrial Relations

The Industrial relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of employees to the Company. Your directors wish to place on record the co-operation received from the Staff and Workers, at all levels and at all units.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Your Company has directed its efforts to reduce energy costs by focusing on energy savings through the best optimization of operations on day-to-day basis. The Company has used fuels in appropriate mix to attain maximum savings.

As required under Companies (Accounts) Rules, 2014, the particulars of energy conservation, Technology Absorption and Foreign Exchange Earnings and outgo is given in the prescribed format as an Annexure to the Report and marked as ''Annexure 5''.

Management''s Discussion and Analysis Report

In accordance with Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and marked as ''Annexure 6''.

Corporate Governance

The Company is committed to good corporate governance practices. The report on Corporate Governance for the financial year ended March 31, 2023, as per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report and marked as ''Annexure 7''. The requisite Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to said Report.

Compliance with applicable Secretarial Standards

The Institute of Company Secretaries of India (ICSI) is one of the premiere professional bodies in India. ICSI has issued Secretarial Standards on important aspects like Board Meetings (SS1), General Meetings (SS2), Payment of Dividend (SS3), Maintenance of Registers and Records, Minutes of Meetings and Transfer / Transmission of Shares. The observance of Secretarial Standards SS1, SS2 and SS3 are mandatory. Rest are recommendatory in nature. The company adheres to the applicable standards voluntarily.

Acknowledgement

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company.

Your Directors also wish to place on record their appreciation to all of the Company''s employees and workers at all level for their enormous efforts as well as their collective contribution to the Company''s performance.

For and on behalf of the Board of Directors

Narrindra Suranna

(DIN: 00060127)

Place: Kolkata Chairman & Managing Director

Date:19.05.2023

---

Mar 31, 2018

Dear Members,

On behalf of the Board of Directors, it is our pleasure to present the 33^rd Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended March 31, 2018.

Summarized Financial Results

( Rs. In Lacs)

	Standalone		Consolidated
	2017-18	2016-2017	2017-18	2016-17
Net Turnover and other Income	177593.69	214789.61	176740.2	214789.99
Profit before Depreciation, Interest & Tax	10943.41	10444.27	10780.36	10422.47
Less : Depreciation	1725.66	1313.95	1732.91	1314.79
Interest	5767.92	5398.4	5767.94	5398.50
Profit before Tax	3449.83	3731.92	3279.51	3709.18
Less: Exceptional Item
Less : Provision for Tax	1252.59	1104.09	1252.59	1104.02
Profit After Tax	2197.24	2627.83	2026.91	2605.16
Add: Profit brought forward from previous year.	15947.02	13319.20	15978.32	13372.81
Less: Impact of depreciation as per schedule II of Companies Act, 2013	0	0	0	0
Amount Available for Appropriation	18144.27	15947.03	18022.70	15978.32
Appropriation
Proposed final dividend on Equity Shares	0	0	0	0
Corporate Dividend Tax	0	0	0	0
Transfer to General Reserve	0	0	0	0
Surplus carried to Balance Sheet	18144.27	15947.03	18022.70	15978.32

Indian Accounting Standards

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated 16^th February, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. IndAS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014. For your Company, Ind AS became applicable from 1^st April, 2017 and the financials for Financial Year 2017-18 have been prepared accordingly.

Goods and Service Tax

Changes across IT systems, supply chain and operations have been made keeping in mind the sweeping changes that GST brought in. The Government had announced to go live on GST w.e.f. 01^st July, 2017 and your company has adequately adapted to this transformative reform.

Industrial Scenario

The countries GDP growth for the year ended 31^st March, 2018 has been 6.60% with 7.3% growth projected for the Financial Year 2018-19. India will be reversing 2 year declining GDP growth

The benefit of reforms such as recently implemented GST and Government’s endeavor to ease bureaucratic control will propel India’s future growth. Your company is confident of getting new customers because of high quality of your company’s output against the competitors.

Further, robust foreign exchange inflow attracted by liberalized regulation and the Government’s efforts to improve the ease of doing business will further bolster the Indian economy.

Operations and State of Company’s Affairs

During the year under review, your Company achieved total revenue of Rs. 1775.94 Crores as against total revenue of Rs. 2147.90 Crores in the previous financial year. The Profit after Tax is Rs. 21.97 Crores as against Rs. 26.28 Crores in the previous year.

Future Prospects

Your company is making continuous endeavor to enter into new areas of global markets. The high standard of research and development will ensure cost reduction and cost control which primarily affects the bottom line of any company.

Dividend

Your directors have pleasure in recommending payment of dividend @ 12% (Rs. 0.24p per equity share of face value Rs. 2/- each) to the equity shareholders of the Company for the Financial Year ended 31^st March, 2018. The total outgo (excluding taxes as applicable) will be Rs. 225.78 lacs.

Transfer of Amount to Investor Education and Protection Fund

Dividend for the financial year ended 31^st March, 2011, which remains unpaid or unclaimed for a period of seven years, will be due for transfer to Investor Education and Protection Fund (IEPF) on 18^th December, 2018. Members who have not yet enchased their dividend warrants for the financial year ended 31^st March, 2011 or any subsequent financial years, are requested to lodge their claims without any delay.

Pursuant to the provisions of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e.23.09.2017), with the Ministry of Corporate Affairs.

Share Capital

There is no change in the Share Capital of the Company. As on 31st March, 2018, the paid up equity share capital of the company stood at Rs. 1881.46 lacs divided into 94072930 equity shares of face value Rs. 2/- each.

Fixed Deposits

Your Company has not accepted any deposits from public and /or shareholders during the year under review, within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and accordingly as of 31^st March, 2018, there were no unpaid fixed deposits with the Company.

Transfer to General Reserve

The Company proposes not to transfer any funds out of its total profit of Rs. 21.79 Crore for the financial year to the General Reserve.

Research and Development

Your Company recognizes that Research & Development plays a critical role in supporting current operations as well as future growth. Your Company has focused its attention on development of Products that have wide industrial applications, particularly in cable, piping, packaging and footwear industries.

Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Rajesh Kothari (DIN -02168932), Whole Time Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.

Further, the Board, on recommendation of Nomination & Remuneration Committee, at its meeting held on 30^th May, 2018, approved the reappointment of Dr. Pranab Ranjan Mukherjee as Whole Time Director for a period of one year w.e.f 01^st October, 2018 , subject to the approval of the members. Accordingly, approval of the members is sought for reappointments of Dr. Pranab Ranjan Mukherjee at the forthcoming AGM.

Further, Mr. Samir Kumar Dutta (DIN: 07824452) was also appointed as the Non Executive Independent Director of the Company, w.e.f. 21st June, 2017, by the members of the Company, at the Annual General Meeting of the Company held on 23rd September, 2017. He will attain the age of 75 years in December, 2018. As per Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, members of the company are required to pass special resolution to enable the concerned Non Executive Director to continue in office. The Board of Directors of your company have sought approval from members as maybe observed from Item No. 7 of the Notice convening this Annual General Meeting.

Further, the Board, on recommendation of Nomination & Remuneration Committee, at its meeting held on 30^th May, 2018, designated Mr. Narrindra Suranna (DIN: 00060127), Chairman and Managing Director of the Company as also the CEO of the Company.

Ms. Tanvi Panday (ACS-31176) was also appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 01^st June, 2017 pursuant to resignation of Mr. A.B. Chakrabarty (FCS-7184) from the said post.

None of the Independent Directors are due for reappointment.

Committees of the Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings and attendance at the meeting are provided in the Corporate Governance Report.

Declaration by Independent Directors

The Company has received necessary declarations from each independent Director of the Company, pursuant to provisions of Section 149(7), confirming that they meet the criteria of Independence as prescribed both under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Familiarization Programme for Independent Directors

The Company had organized a familiarization programme for the Independent Directors as per the requirement of the Companies Act, 2013 and Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All independent directors inducted into the Board attended the orientation programme. The Company has familiarized the Independent Director with the company, their roles, rights, responsibilities in the company, nature of the Industry in which the company operates and business model of the company through various programmes. Further, at the time of the appointment of an Independent Director, the company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. The format of the letter of appointment is available under the head draft letter of appointment on our website (www.kkalpanagroup.com/investor-relations.php)

Policy on Director’s 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. As of 31^st March, 2018, the Board had 6 members, 3 of whom were executive and 3 were independent directors.

The Company’s Policy for selection and appointment of Directors and their remuneration is based on its Nomination and Remuneration policy which, inter alia, deals with the manner of selection of the Directors and such other matters as provided under section 178(3) of the Act and 19(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy of the Company on directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under section 178(3) of Companies Act, 2013 is available on our website under the head Policy at www. kkalpanagroup.com/investor-relations.php.

There has been no change in the policy since last fiscal. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Board meetings

The Board met Six times during the financial year under review, the details of which are given in the Corporate Governance Report which is annexed and forms a part of this report. The intervening gap between two consecutive Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Directors’ Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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 ; and

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

Auditors & Audit

The Statutory Auditors of the Company, M/s. B.Mukherjee & Co, Chartered Accountants, Kolkata (Firm Registration No.302096E), were appointed as Statutory Auditors of the Company, at the Annual General Meeting of the Company held on 23^rd September, 2017, for a period of 5 consecutive years, subject to ratification by members of the Company at every subsequent Annual General Meeting. However, as per the recent amendment of Section 139 of the Companies Act, 2013, which have been made effective from 07^th May, 2018, ratification of the appointment of the auditor is no longer required. Hence the same is not proposed at the ensuing Annual General Meeting.

Further, the Auditors have confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the ‘Peer Review Board’ of ICAI. The Auditors’ Report on the accounts for the year ended 31^st March, 2018 does not contain any qualification, adverse remark or observation.

Internal Auditors

The Board of Directors of your Company has re-appointed M/s. DKD & Associates, Chartered Accountants, Kolkata (Firm Registration No.322657E) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2018-2019.

Cost Auditors

Pursuant to section 148 of the Companies Act, 2013 and subject to notification of rules thereunder, the board of directors, on the recommendation of the audit committee, has appointed M/s. D. Sabyasachi & Co. (Membership N0. 00369), Cost Accountants, Kolkata, as the Cost Auditors of the Company for the financial year 2018-19. M/s. D. Sabyasachi & Co. have confirmed that their appointment is within the prescribed limits and they are free from any disqualifications as provided in section 141 of the Companies Act, 2013.

Secretarial Audit

The Board had appointed Mr. Ashok Kumar Daga (Membership No.-FCS- 2699, C.O.P No. 2948), Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2017-18. The report of the Secretarial Auditors for the Financial Year 2017-18 in Form MR-3 is annexed herewith as Annexure 1 to this report. The report is self-explanatory and does not call for any further comments.

Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All applicable policies are available under the head Policy on the Company’s website:www.kkkalpanagroup.com/investor-relations.php. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Corporate Social Responsibility (CSR)

The Company has a Corporate Social Responsibility Committee, constitution of which is detailed in the Corporate Governance Report forming part of this Report. In compliance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted a CSR policy which is available under the head policy at: http://www.kkalpanagroup.com/investor-relations.php. The Annual Report on CSR expenditures for the FY 2017-18 is annexed herewith and forms part of this report and marked as Annexure - 2.

Related party transactions

Your Company has formulated Policy on Related Party Transaction (RPT) which is available on Company’s website www.kkalpanagroup.com. There were no transactions that required disclosure under section 134(3)(h) of the Act, in Form AOC-2, and hence your company has not provided any details of such related party transactions. Further, there are no material related party transactions during the year under review with the Promoters, Directors or any Key managerial Personnel which may have a potential conflict of interest with the Company at large.

Subsidiaries/ Joint Ventures / Associate Companies

M/s. Plastic Processors & Exporter Private Limited had become a Subsidiary of the Company during the financial year 2016-17 and M/s Kkalpana Plastick Limited is the Associate company of your company. The financial position of these two companies is given in Form AOC- 1 and forms part of the report as ‘Annexure - 3’.

Your company holds 90% of equity in the paid up capital of M/s Plastic Processors and Exporter Private Limited and holds 36.23% of equity in the paid up capital of M/s Kkalpana Plastick Limited.

Performance of Subsidiaries, Associates and Joint Venture Companies and their contribution to the overall performance of the Company during the period

Name of the Entity	Share in Profit and Loss
Particulars	PAT (Rs. In lacs)	As a % age of Profit or Loss	Amount (Rs. In Lacs)
Kkalpana Plastick Limited- Associate Company	11.95	36.23%	4.33
Plastic Processors and Exporter Pvt Ltd - Subsidiary Company	(423.98)	90.00%	(381.58)

Change in nature of Business, if any

There has been no change in the nature of business of the Company. Your Company continues to be one of the leading manufacturers of Polymer compound in the Country.

Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report. Particulars of Loans, Guarantees and Investments

The Company has not given loans, guarantees or made investments exceeding sixty per cent of the aggregate of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the financial statement (please refer to Note 8 and 9 to the financial statement).

Risk Management Policy

In terms of requirement of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.

Significant and material orders passed by the regulators

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

Disclosure as per Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place Internal Complaints Committee (ICC) which has been setup to redress complaints regarding Sexual Harassment. The following is the summary of Sexual Harassment complaints received and disposed off during the year under review:

No. of Complaints at the beginning of the Financial Year (i.e. 01.04.2017) - Nil

No. of Complaints received during the Financial Year (i.e. 2017-18) - Nil

No. of Complaints disposed off during the Financial Year (i.e. 2017-18) - Nil

No. of pending at the end of the Financial Year (i.e. 31.03.2018) - Nil

All employees (permanent, contractual, temporary & trainees) are covered under the captioned Act. Your directors are proud to state that working atmosphere of your company is very healthy for male and female employees/ workers.

Board Evaluation

The Company has devised a policy for performance evaluation of Independent Directors and the Board, which includes criteria for performance evaluation of the non-executive and executive Directors.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the formal annual evaluation was carried out for the Board’s own performance, its committees & Individual Directors.

A structured performance evaluation form was prepared after taking into consideration inputs received from the Directors and on the basis of the evaluation criteria laid down by Nomination and Remuneration Committee, covering various aspects of the Board’s functioning including adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out for the evaluation of individual Directors (both Executive and Non -executive/ Independent Directors), Board Committees and the Chairman. The Directors evaluation was broadly based on parameters such as, meeting the expectation of stakeholders, guidance and review of corporate strategy, risks, participation and attendance at Board / Committee meetings, interpersonal skills. The performance evaluation of the Chairman of the Company was undertaken by the Independent Directors taking into account the views of Executive Directors and Non -Executive Directors. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company’s management and the Board. The directors expressed overall satisfaction on the evaluation process. Based on the feedback of the Board Evaluation Process, appropriate measures were taken to further improve the process and other aspects.

Particulars of Employees

None of the employees, employed during the year, was in receipt of remuneration, in aggregate of Rupees 1,02,00,000 or more per annum for the financial year 2017-18, or Rs. 8,50,000 or more per month for any part of the Financial Year, as set out in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Therefore, no such details have been provided as required under section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014.

The ratio of remuneration of each Director to the median employee’s remuneration and other details in accordance with sub-section 12 of Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this report and is marked as ‘Annexure 4’

Extract of Annual Return

Pursuant to the provisions of section 92(3) and 134(3)(a) of the Companies Act, 2013 (‘the Act’) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is annexed and is marked as ‘Annexure 5’.

Vigil mechanism

Pursuant to the requirement of the Section 177(9) of the Companies Act, 2013, the Company has established vigil mechanism which also incorporates a whistle blower policy in terms of the SEBI Listing Regulations. Protected disclosures can be made by a whistle blower through an e mail or phone or letter to the chairman of Audit Committee.

Internal financial controls

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of your Company.

Green Initiatives in Corporate Governance

Ministry of Corporate Affairs has permitted companies to send electronic copies of Annual Report, notices, etc. to the registered E-mail addresses of shareholders. Your Company has accordingly arranged to send the electronic copies of these documents to shareholders whose email addresses are registered with the Company/ Depository Participant(s), wherever applicable. In case any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request from the shareholder. For members who have not registered their e-mail addresses, physical copies are sent in permitted mode.

Human Resources and Industrial Relations

The Industrial relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of employees to the Company. Your directors wish to place on record the co-operation received from the Staff and Workers, at all levels and at all units.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Your Company has directed its efforts to reduce energy costs by focusing on energy savings through the best optimization of operations on day to day basis. The Company has used fuels in appropriate mix to attain maximum savings.

As required under Companies (Accounts) Rules, 2014, the particulars of energy conservation, Technology Absorption and Foreign Exchange Earnings and outgo is given in the prescribed format as an Annexure to the Report and marked as Annexure ‘6’.

Management’s Discussion and Analysis Report

In accordance with Regulation 34 (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 , the Management’s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and marked as Annexure ‘7’.

Corporate Governance

The Company is committed to good corporate governance practices. The report on Corporate Governance for the financial year ended March 31, 2018, as per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report. The requisite Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to this Report and marked as Annexure ‘8’

Compliance with applicable Secretarial Standards

Your company has complied with the applicable provisions of Secretarial Standard-1, Secretarial Standard-2 and Secretarial Standard-3 issued by the Institute of Company Secretaries of India.

Acknowledgement

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company.

Your Directors also wish to place on record their appreciation to all of the Company’s employees and workers at all level for their enormous personal efforts as well as their collective contribution to the Company’s performance.

For and on behalf of the Board of Directors

Narrindra Suranna

(DIN:00060127)

Chairman & Managing Director

Place: Kolkata

Date: 30.05.2018

---

Mar 31, 2016

Dear Members,

On behalf of the Board of Directors, it is our pleasure to present the 31st Annual Report together with the Audited Statement of Accounts of Kkalpana Industries (India) Limited ("the Company") for the year ended March 31, 2016.

SUMMARIZED FINANCIAL RESULTS (STANDALONE)

(Rs. In Lacs)

	2015-2016	2014-2015
Net Turnover and other Income	187657.88	172906.07
Profit before Depreciation, Interest &Tax	10925.19	8980.54
Less : Depreciation	1448.92	2123.41
Interest	5104.62	3578.93
Profit before Tax	4371.65	3278.19
Less: Exceptional Item	2668.98	2471.67
Less : Provision for Tax	563.32	365.20
Profit After Tax	1139.35	441.33
Add: Profit brought forward from previous year.	11840.90	11718.56
Less: Impact of depreciation as per schedule II of Companies Act, 2013	0	319.02
Amount Available for Appropriation	12980.23	11840.90
Appropriation
Proposed final dividend on Equity Shares	0	0
Corporate Dividend Tax	0	0
Transfer to General Reserve	0	0
Surplus carried to Balance Sheet	12980.23	11840.90

Dividend

Taking into consideration, increased working capital requirement and substantial increase in operation in the year 2016-17, your directors do not recommend any dividend in respect of financial year ended 31st March, 2016.

Operations and State of Company''s Affairs

During the year under review, your Company achieved total revenue of Rs. 1876.58 Crores as against total revenue of Rs. 1729.06 Crores in the previous financial year ended 31st March, 2015. The Profit after Tax is Rs. 11.39 Crores as against Rs. 04.41 Crores in the previous year.

The Company''s production and sales have recorded a significant growth over the previous year. Higher level of Capacity Utilization backed by strong volume growth, tighter cost control geared the Company to register notable performance for the year. During the year under review the Company has booked Rs. 26.68 Crores on account of loss of assets destroyed by fire.

Transfer of Amount to Investor Education and Protection Fund

Dividend for the financial year ended 31st March, 2009, which remains unpaid or unclaimed for a period of seven years, will be due for transfer to Investor Education and Protection Fund (IEPF) in the month of October, 2016. Members who have not yet enchased their dividend warrants for the financial year ended 31st March,2009 or any subsequent financial years, are requested to lodge their claims without any delay.

Pursuant to the provisions of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e.30.09.2015), with the Ministry of Corporate Affairs.

Fixed Deposits

Your Company did not invite or accept any deposits from public and /or shareholders during the year under review. As of 31st March, 2016, there were no unpaid fixed deposits with the Company.

Transfer to General Reserve

The Company proposes not to transfer any funds out of its total profit of Rs. 11.39 Crore for the financial year to the General Reserve.

Research and Development

Your Company recognizes that Research & Development plays a critical role in supporting current operations as well as future growth. Your Company has focused its attention towards development of Products that have wide industrial applications, particularly in cable, piping, packaging and footwear industries.

Insurance

The Company''s plants & machineries, factories and movables are adequately insured against various risks. Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Rajesh Kumar Kothari, Whole Time Director (DIN -02168932) of the Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.

Further, the Board, on the recommendation of Nomination & Remuneration Committee approved the reappointment of Mr. Rajesh Kumar Kothari as Whole Time Director for a period of five years w.e.f 12th August,2016, subject to the approval of the members. Accordingly, approval of the members is sought for reappointment of Mr. Kothari as Whole Time Director for a period of five years effective from 12th August, 2016 in the forthcoming AGM.

The Company has received declarations from all the independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under Section 149(6) of the Companies Act,2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has a Nomination and Remuneration Committee (NRC) and the details of the Committee and terms of reference of the NRC charter are set out in the Corporate Governance Report, which is part of the Board''s Report.

The Company''s Policy for selection and appointment of Directors and their remuneration, is based on its NRC policy which, inter alia, deals with the manner of selection of the Directors and such other matters as provided under section 178(3) of the Act and SEBI Listing Regulations.

The Company has devised a policy for performance evaluation of Independent Directors and the Board, which includes criteria for performance evaluation of the non executive and executive Directors.

The Company has also organized a familiarization programme for the Independent Directors as per the requirement of the Companies Act, 2013 along with the requirement of Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Suitable resolutions for appointment / reappointment of Directors, as referred above, will be placed for approval of the members in the forthcoming Annual General Meeting. The brief resume and other information of the concerned directors, in terms of the provisions of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been detailed in the notice convening the forthcoming Annual General Meeting.

None of the Independent Directors are due for reappointment.

Board meetings

The Board met seven times during the financial year under review, the details of which are given in the Corporate Governance Report which is annexed and forms a part of this report. The intervening gap between two consecutive Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Directors'' Responsibility Statement

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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 ; and

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

AUDITORS & AUDIT

The Statutory Auditors of the Company, M/s. B. Mukherjee & Co, Chartered Accountants, Kolkata (Firm Registration No.302096E), retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommends the re-appointment of M/s. B.Mukherjee & Co., Chartered accountants, as the Auditors of the Company up to the conclusion of next Annual General Meeting.

Further, the Auditors have confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the ''Peer Review Board'' of ICAI. The observations of the Auditors in the Report on Accounts read with the relevant notes are self explanatory and do not call for any further comments.

Internal Auditors

The Board of Directors of your Company has re-appointed M/s. DKD & Associates, Chartered Accountants, Kolkata (Firm Registration No.322657E) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2016-2017.

Cost Auditors

Pursuant to section 148 of the Companies Act, 2013 and subject to notification of rules there under, the board of directors, on the recommendation of the audit committee, has appointed M/s. D. Sabyasachi & Co. (Membership N0. 00369), Cost Accountants, Kolkata, as the Cost Auditors of the Company for the financial year 2016-17. M/s. D. Sabyasachi & Co. have confirmed that their appointment is within the prescribed limits and they are free from any disqualifications as provided in section 141 of the Companies Act, 2013.

Secretarial Audit

The Board had appointed Mr. Ashok Kumar Daga (Membership No.-FCS- 2699), Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2015-16. The report of the Secretarial Auditors for the Financial Year 2015-16 in Form MR-3 is annexed herewith as Annexure 1 to this report. The report is self-explanatory and does not call for any further comments.

Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All applicable policies are available on the Company''s website www.kkkalpanagroup.com. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Corporate Social Responsibility (CSR)

As per Section 135 of the Companies Act, 2013, the Company constituted a CSR Committee consisting of four Directors, as under;-

a. Mr.Narrindra Suranna Managing Director

b. Mr.R.K.Kothari Whole Time Director

c. Dr.P.R.Mukherjee Whole Time Director(Technical)

d. Mr. Nirmalendu Guha Independent Director

The composition, terms of reference, etc. of the CSR committee are laid out in the Corporate Governance Report which forms part of this Annual Report.

The CSR Committee is of the view that any expenditure, in the relevant areas, becomes beneficial to the society in general. For this purpose, the committee has identified two personnel (Senior Staff of the Company) who would advise on the matter pertaining to social tenability of amount spent so that the same has desired effect on the Socio Economy. Under the circumstances, your directors are constraint to put on record that no amount towards Corporate Social Responsibility was spent in financial year 2015-16. But, it has begun work in right earnest in the current year i.e. 2016-17.

Related party transactions

The Company has formulated a Policy on Related Party Transaction (RTP) which is available on Company''s website www.kkalpanagroup.com. There were no transactions entered with related parties for the year under review. Thus, disclosure required under section 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key managerial Personnel.

Subsidiaries/ Joint Ventures / Associate Companies

None of the company has become or ceased to become the Subsidiary or Joint venture of the Company during the financial year under review. However, the Company has one Associate company, the details as required under Section 129(3) of the Companies Act, 2013 are given in Form AOC- 1 and forms part of the report as ''Annexure - 2''.

Change in nature of Business, if any

There has been no change in the nature of business of the Company. Your Company continues to be one of the leading manufacturer of Polymer compound in the Country.

Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report.

Particulars of Loans, Guarantees and Investments

The Company has not given loans, guarantees or made investments exceeding sixty per cent of the aggregate of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the financial statement (please refer to Note 12 and 13 to the financial statement).

Risk Management Policy

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.

Significant and material orders passed by the regulators

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

Disclosure as per Sexual Harassment ofWomen at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2015-16, no complaint of sexual harassment has been received by the Company.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the formal annual evaluation was carried out for the Board''s own performance, its committees & Individual Directors.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out for the evaluation of individual Directors (both Executive and Non - executive/ Independent Directors), Board Committees and the Chairman. The Directors evaluation was broadly based on parameters such as, meeting the expectation of stakeholders, guidance and review of corporate strategy, risks, participation and attendance at Board / Committee meetings, interpersonal skills. The performance evaluation of the Chairman of the Company was undertaken by the Independent Directors taking into account the views of Executive Directors and Non -Executive Directors. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company''s management and the Board. The directors expressed overall satisfaction on the evaluation process. Based on the feedback of the Board Evaluation Process, appropriate measures were taken to further improve the process and other aspects.

Particulars of Employees

None of the employees, employed throughout the year or part of the year, was in receipt of salary in excess of the limit set out in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Therefore, no details have been provided or required under section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The ratio of remuneration of each Director to the median employee''s remuneration and other details in accordance with sub-section 12 of Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this report as ''Annexure 3''

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 (''the Act'') and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is annexed as ''Annexure 4''.

Vigil mechanism

Pursuant to the requirement of the Act, the Company has established vigil mechanism which also incorporates a whistle blower policy in terms of the SEBI Listing Regulations. Protected disclosures can be made by a whistle blower through an e mail or phone or letter to the chairman of Audit Committee.

Internal financial controls

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

Credit Rating

The Company has been rated by Credit Analysis & Research Limited (CARE) for its banking facilities. During the year, CARE has upgraded their ratings from BBB to A- for Long Term Banking facilities and from A2 to A2 for Short-term Banking facilities.

Share Capital

The paid up Equity Share Capital as on 31st March,2016 was Rs. 1881.46 lacs. There has not been any change in the Equity Share Capital of the Company during the year under review. During the year under review, the Company has neither issued shares with differential voting rights nor issued sweat equity or granted stock options.

Green Initiatives in Corporate Governance

Ministry of Corporate Affairs has permitted companies to send electronic copies of Annual Report, notices, etc. to the e-mail IDs of shareholders. Your Company has accordingly arranged to send the soft copies of these documents to the e-mail IDs of shareholders wherever applicable. In case any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request. They are also sent in hard copies to those shareholders whose email ids are not registered.

Human Resources and Industrial Relations

The Industrial relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of employees to the Company. Your directors wish to place on record the co-operation received from the Staffs and Workers at all levels and at all units.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Your Company has directed its efforts to reduce energy costs by focusing on energy savings through the best optimization of operations on day to day basis. The Company has used fuels in appropriate mix to attain maximum savings.

As required under Companies (Accounts) Rules, 2014, the particulars of energy conservation, Technology Absorption and Foreign Exchange Earnings and outgo is given in the prescribed format as an Annexure to the Report and marked as Annexure ''5''.

Management''s Discussion and Analysis Report

In accordance with Regulation 34 (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and marked as Annexure ''6''.

Corporate Governance

The Company is committed to observe good corporate governance practices. The report on Corporate Governance for the financial year ended March 31, 2016, as per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of this Annual Report. The requisite Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to this Report and marked as Annexure ''7''

Acknowledgement

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Governments authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company.

Your Directors also wish to place on record their appreciation to all of the Company''s employees and workers at all level for their enormous personal efforts as well as their collective contribution to the Company''s performance.

For and on behalf of the Board of Directors

Place: Kolkata Narrindra Suranna (DIN : 00060127)

Date: 30th May, 2016 Chairman & Managing Director

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Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the 29th Annual Report on the business and operation of the Company together with Audited Statements of Accounts for the year ended 31st March, 2014.

Summarized Financial Results (Rs In Lacs)

2013-2014 2012-2013

Net Turnover and other Income 124558.53 118009.32

Profit before Depreciation, Interest & Tax 8171.22 6884.99

Less : Depreciation 1508.30 1189.33

Interest 3853.78 2633.80

Profit before Tax 2809.14 3061.86

Less : Provision for Tax 860.71 1064.80

Profit After Tax 1948.43 1997.06

Add: Profit brought forward from previous year. 10491.09 9158.17

Amount Available for Appropriation 12439.52 11155.24

Appropriation

Proposed final dividend on Equity Shares 225.78 225.78

Corporate Dividend Tax 38.37 38.37

Transfer to General Reserve 456.82 400.00

Surplus carried to Balance Sheet 11718.55 10491.09

Operations

During the year under review, your Company achieved total revenue of Rs. 1245.58 Crores including other income of Rs. 13.01 Crores as against total revenue of Rs. 1180.09 Crores including other income of Rs. 12.23 Crores in the previous financial year ended 31st March, 2013. The Profit after Tax was Rs. 19.48 Crore f or the Current year as against Rs. 19.97 Crore in the previous year. Despite of high finance cost and depreciation, your company has been able to generate PAT referred above.

The Company''s Production and Sales have recorded a significant growth over the previous year. Further, the operational efficiency has also resulted in Company''s financials.

The operational performance of the Company has been comprehensibly covered in the Management Discussion and Analysis Report.

Flexible Packaging and Ink Projects

As mentioned in 27th Annual Report, your company, in order to diversify its product concentration risk and take advantage of its in-house compounding knowledge, has set up an ambitious flexible packaging project at Dankuni, West Bengal. Your company has also set up a manufacturing unit of Industrial Ink as backward integration for Flexible Packaging unit. The commercial production has already been started. Your company has also commenced full scale marketing activities with its target customers so that the plant would be able to deliver quality products to prospective customers in multiple segments in the shortest possible time.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.20/- per equity share of Rs. 10/- each i.e. 12% for the f inancial year ended March 31st, 2014.The Dividend outgo would amount to Rs.262.40 lacs (inclusive of Dividend Distribution tax ). The dividend, subject to approval of the shareholders at the AGM on 26th September, 2014, wi ll be pai d to the members whose names appear i n the register of members as on the close of the business hours on 21st September, 2014

General Reserve

Out of the amount available for appropriation for the financial year 2013-14, an amount of Rs.4 .57Crore has been transferred to the General Reserve.

Fixed Deposits

Your Company did not invite or accept any deposits from public and /or shareholders during the year under review. As of 31st March, 2014, there were no fixed deposits pending with the Company

Research and Development

Your Company recognizes that Research & Development plays a critical role in supporting current operations as wel l as future growth. Your Company has focused its attention towards development of Products that have wide industrial application particularly in cable, piping packaging and footwear industry.

Insurance

The Company''s pl ants & machineries, factories and movables are adequately insured against various risks.

Directors

In accordance with the provisions of the Companies Act, 2013, Mr. Rajesh Kumar Kothari , Whole Time Director (DIN -02168932) of the Company retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.

Mr.Sami r Kumar Paul and Dr. R Dasgupta have resigned from the Directorship of the Company with effect from 01.11.2013 and 31.03.2014 respectively. The Board places on record its appreciation for the services rendered by them to the Company.

According to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Nirmalendu Guha (DIN 01154485) as Independent Director for five consecutive years, with effect from 1 st Apri l, 2014 upto 31 st March, 2019.

Suitable resoluti ons for appointment / reappointment of Di rectors, as referred above, wil l be placed for approval of the members in the forthcoming Annual General Meeting. The brief resume and other information of the concerned directors, in terms of the provisions of clause 49 of the Listing Agreement with Stock Exchanges, have been detailed in the notice convening the forthcoming Annual General Meeting.

Your Company has received from the Independent Directors Certificate of Independence, as enumerated in section 149(6) of the Companies Act, 2013.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Compani es Act, 1956, the Di rectors hereby confirm that:

- in preparation of the annual accounts, the applicable accounting standards have been fol lowed. There are no material departures from these applicable accounting standards.

- the directors have selected such accounting policies and applied them consistently and made judgments and esti mates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2014 and its profit for the year ended on that date.

- the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisi ons of the Act for safeguard ng the assets of the Company and for preventing and detecting fraud and other irregularities.

- the directors have prepared the annual accounts on a going concern basis.

Auditors & Audit

The Statutory Auditors of the Company, M/s. B.Mukherjee & Co, Chartered Accountants, Kolkata (Firm Registration No.302096E), retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommends the re-appointment of M/s. B.Mukherjee & Co., Chartered accountants, as the Auditors of the Company upto the conclusion of next Annual General Meeting.

Further, the Auditors have confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the ''Peer Review Board'' of ICAI. The observations of the Auditors in the Report on Accounts read with the relevant notes are self explanatory and do not call for any further comments.

Internal Auditors

The Board of Di rectors of your Company has re-appointed M/s. DKD & Associates, Chartered Accountants, Kolkata (Firm Registration No.322657E) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2014-2015.

Cost Auditors

As per the Cost Audit Order vide no. 52/26/CAB- 2010 dated November 6, 2012, issued by the MCA under Section 233B of the old Companies Act, 1956, the board had appointed M/s. D. Sabyasachi & Co., Cost Accountants, Kolkata to carry out the cost audit of the Company for the financial year 2012-13. The due date for fi ling the cost audit report for the financial year 2012-13 was September 30, 2013. This report was filed within the prescribed time in the XBRL format with the MCA

Pursuant to section 148 of the Companies Act,2013 and subject to notification of rules thereunder, the board of directors on the recommendation of the audit committee appointed M/s. D. Sabyasachi & Co., Cost Accountants, Kolkata, as the Cost Auditors of the Company for the financial year 2014-15. Ms. D. Sabyasachi & Co. have confirmed that their appointment is within the limits and they are free from any disqualifications as provided in section 141 of the Companies Act, 2013.

Particulars of Employees

None of the employees employed throughout the year or part of the year who was in receipt of salary of Rs. 5,00,000 /- or more per month or Rs. 60,00,000 /- or more per annum, therefore, no details have been provided or required under section 217 (2A) of the Companies Act, 1956 read with the Company (Particulars of Employees) Rules, 1975.

Human Resources and Industrial Relations

The Industrial relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of employees to the Company. Your directors wish to place on record the co-operation received from the Staffs and Workers at al l levels and at all units.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Your Company has directed its efforts to reduce energy costs by focusing on energy savings through the best opti mizat ion of operati ons on a day to day basi s The Company has used fuels i n appropriate mix to attai n maximum savings.

As required to be disclosed in terms of Section 217(1) (e) of the Companies, Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the prescribed format as an Annexure to the Report and marked as Annexure ''A''.

Management''s Discussion and Analysis Report

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges in India, the Management''s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and marked as Annexure ''B''.

Corporate Governance

The Company believes in maintaining the highest standards of Corporate Governance and has complied with the applicable provisions of Corporate Governance under clause 49 of the Listing Agreement with the stock exchanges. A detailed report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is included in a separate section forming part of the Annual Report and marked as Annexure ''C''.

A certificate from the Auditors of the Company M/s B.Mukherjee & Co., Chartered Accountants, Kolkata, confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Acknowledgement

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Governments authorities, Regulatory authorities, Stock Exchanges and al l the various stakeholders for their continued co-operation and support to the Company.

Your Directors also wish to place on record their appreciation to all of the Company''s employees and workers at all level for their enormous personal efforts as well as their collective contribution to the Company''s performance.

For and on behalf of the Board of Directors

Place: Kolkata Narrindra Suranna Date: 30th May, 2014 Chairman & Managing Director

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Mar 31, 2013

Dear Shareowners,

The Directors take pleasure in presenting the 28th Annual Report on the business and operation of the Company together with Audited financial statements and accounts for the year ended 31 st March, 2013.

Financial Results

(Rs.In Lacs) 2012-2013 2011-2012

Net Turnover and other Income 117913.97 91323.21

Profit before Depreciation, Interest & Tax 6789.63 5788.27

Less: Depreciation 1189.32 883.52

Interest 2538.44 1685.62

Profit before Tax 3061.87 3219.13

Less: Provision for Tax 1064.80 794.77

Prof it After Tax 1997.06 2424.36

Add: Profit brought forward from previous year. 9158.17 7614.88

Amount Available for Appropriation 11155.24 10039.24

Appropriation

Proposed final dividend on Equity Shares 225.78 413.92

Corporate Dividend Tax 38.37 67.15

Transfer to General Reserve 400.00 400.00

Surplus carried to Balance Sheet 10491.09 9158.17

Operations

The Company has once again repeated an impressive performance in polymer compounds business. Revenue from Operations and other income for FY 2012-13 was Rs. 1179.14 Crore against Rs. 913 .23 Crore in the previous year 2011- 12 which is higher by 29.18 % compared to previous year. However, the PAT was Rs. 19.97 Crore for the Current year as against Rs. 24.24 Crore in the previous year. This is mainly due to high finance cost associated with new project at Dankuni.

The Company''s Production and Sales have recorded a significant growth over the previous year. Higher level of Capacity utilization backed by a strong volume growth, tighter cost control geared the company to register notable performance for the year, in spite of a miniscule price increase. Your Company has consciously been following a policy of steady growth in production for last several years.

Expansion

The Company successfully completed the expansion plan at Surangi, with capacity of handling 200000 TPA of the Company''s products. The production capacity of Bhiwadi, Daman and Silvasa - II has been shifted to this unit. This unit is producing various grades of Compounds which include XLPE, HFFR, Filled PP for furniture & appliances. Filled PE Compounds for antifab used for Woven Sack, white and black Master Batches, Rigid and Flexible PVC Compound used for Cable Insulation, Footwear & Pipe Jointing and other value added composition like Zero Halogen Fire Retardant Compound and Engineering Plastics. The Company continued its on-going effort to increase all - round efficiency and reduced cost.

New Projects

As mentioned in 27th Annual Report, your company, in order to diversify its product concentration risk and take advantage of its in-house compounding knowledge, has set up an ambitious flexible packaging project at Dankuni, West Bengal. A state of the art flexible packaging unit, complete with blown and extrusion film lines, printing, lamination, slitting and pouching facilities along with ink making facilities in Bhasa, West Bengal. The total project cost is estimated at Rs 150 Crores. The commercial production is expected to commence from 1st September, 2013. Your company has also commenced full scale pre-marketing activities with its target customers so that the plant, once commissioned, would be able to deliver quality products to prospective customers in multiple segments in the shortest possible time.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.20/- per equity share of Rs. 10/- each i.e. 12% for the financial year ended March 31st, 2013.The Dividend outgo would amount to Rs.264.15 lacs (inclusive of Dividend Distribution tax ). The dividend, subject to approval of the shareholders at the AGM on 26th September, 2013, will be paid to the members whose names appear in the register of members as on the date of book closure for the AGM.

General Reserve

Out of the amount available for appropriation for the financial year 2012-13, an amount of Rs.4 Crore has been transferred to the General Reserve.

Fixed Deposits

Your Company has not accepted any fixed deposit during the year under review in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 and hence no amount of principal or interest was outstanding as at the Balance Sheet date.

Research and Development

Your Company recognizes that Research & Development plays a critical role in supporting current operations as well as future growth. Your Company has focused its attention towards development of Products that have wide industrial application particularly in cable, piping, packaging and footwear industry.

Insurance

The Company''s plants & machineries, factories and movables are adequately insured against various risks. Directors

Mr.lndranil Dasgupta resigned from the Directorship of the Company with effect from 16th November, 2012. Your Directors appreciate the service rendered by him to the Company.

The Board has appointed Mr. Samir Kumar Paul as Additional Director of the Company with effect from 15th February, 2013. Pursuant to section 260 of the Companies Act, 1956, Mr. Samir Kumar Paul would hold office upto the date of the ensuing Annual General Meeting. However, the company has received requisite notice from a member under section 257 of the Companies Act 1956, proposing the name of Mr. Paul as a candidate for the office of director liable to retire by rotation.

Mr. Nirmalendu Guha, Director liable to retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.

Suitable resolutions for appointment/ reappointment of Directors, as referred above, will be placed for approval of the members in the forthcoming Annual General Meeting. The brief resume and other information of the concerned directors, in terms of the provisions of clause 49 of the Listing Agreement with Stock Exchanges, have been detailed in the notice convening the forthcoming Annual General Meeting.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

- in preparation of the annual accounts, the applicable accounting standards have been followed. There are no material departures from these applicable accounting standards.

- the directors have 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 as at 31 st March, 2013 and its profit for the year ended on that date.

- the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- the directors have prepared the annual accounts on a going concern basis. Auditors and Auditors'' Report

The Statutory Auditors of the Company M/s. B.Mukherjee & Co, Chartered Accountants, Kolkata, retire at the conclusion of this Annual General Meeting of the Company and confirmed their willingness and eligibility for re-appointment, if made, will be within the limits under section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of section 226 of the Companies Act, 1956.

The Audit Committee and the Board of Directors of your Company recommend the re-appointment of M/s. B.Mukherjee & Co., Chartered Accountants, as the Statutory Auditors of your Company. Members are requested to consider their re- appointment as auditors of your Company to hold office from the conclusion of ensuing AGM to the conclusion of next AGM on remuneration to be decided by the Board of Directors, based on recommendation of the Audit Committee of your Company.

Further, the Auditors have confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the ''Peer Review Board'' of ICAI. The observations of the Auditors in the Report on Accounts read with the relevant notes are self explanatory and do not call for any further comments.

Cost Audit

M/s. D. Sabyasachi & Co., Cost Accountants, Kolkata have been appointed as Cost Auditors of the Company for the Financial Year 2013-14, commencing 1 st April, 2013, subject to approval of the Central Government. Compliance Audit relating to ''PVC Compound'' for the year ended 31st March, 2013, has been conducted by the said cost auditors and related report was submitted to the Ministry of Corporate Affairs, Government of India within the prescribed time.

Particulars of Employees

None of the employees employed throughout the year or part of the year who was in receipt of salary of Rs. 5,00,000 /- or more per month or Rs. 60,00,000/- or more per annum, therefore, no details have been provided or required under section 217 (2A) of the Companies Act, 1956 read with the Company (Particulars of Employees) Rules, 1975.

Human Resources and Industrial Relations

The Industrial relations of the Company with its personnel has continued to be cordial and amicable.t Your Directors acknowledge and appreciate the efforts and dedication of employees to the Company. Your directors wish to place on record the co-operation received from the Staffs and Workers at all levels and at all units.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Our Company has directed its efforts to reduce energy costs by focusing on energy savings through the best optimization of operations on a day to day basis. The Company has used fuels in appropriate mix to attain maximum savings.

As required to be disclosed in terms of Section 217(1) (e) of the Companies, Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the prescribed format as an Annexure to the Report and marked as Annexure ''A*.

Management''s Discussion and Analysis Report

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges in India, the Management''s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and marked as Annexure''B''.

Corporate Governance

The Company believes in maintaining the highest standards of Corporate Governance and has complied with the applicable provisions of Corporate Governance under clause 49 of the Listing Agreement with the stock exchanges. A detailed report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is included in a separate section forming part of the Annual Report and marked as Annexure ''C.

A certificate from the Auditors of the Company M/s B.Mukherjee & Co., Chartered Accountants, Kolkata, confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Acknowledgement

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Governments authorities, Regulatory authorities. Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company.

Your Directors also wish to place on record their appreciation to all of the Company''s employees and workers at all level for their enormous personal efforts as well as their collective contribution to the Company''s performance.

For and on behalf of the Board of Directors

Place: Kolkata Narrindra Suranna

Date: 14th August, 2013 Chairman & Managing Director

---

Mar 31, 2012

Dear Shareowners,

The Directors take pleasure in presenting the 27th Annual Report on the business and operation of the Company together with Audited financial statements and accounts for the year ended 31st March, 2012.

Highlights

The key highlights for the financial year 2011-12 are:

Increase in net Sales by 7.74 % to Rs. 913 Crore.

Increase in PBDIT by 21 % to Rs.57.88 Crore.

Increase in PAT by 26 % to Rs. 24.24 Crore.

Financial Results

( Rs. In Lacs)

2011-2012 2010-2011

Net Turnover and other Income 91323.21 84758.47

Profit before Depreciation, Interest & Tax 5788.27 4780.94

Less : Depreciation 883.52 705.41

Interest 1685.62 1298.81

Profit before Tax 3219.13 2776.72

Less : Provision for Tax 794.77 863.50

Profit After Tax 2424.35 1913.22

Add: Profit brought forward from previous year. 7614.88 6663.97

Add: Balance b/f from Amalgamating Company 0 (81.22)

Amount Available for Appropriation 10039.24 8495.96

Appropriation

Proposed final dividend on Equity Shares 413.92 413.92

Corporate Dividend Tax 67.15 67.15

Transfer to General Reserve 400.00 400.00

Surplus carried to Balance Sheet 9158.17 7614.89

Operations

The Company has repeated an impressive performance in polymer compounds business. Revenue from Operations and other income for FY 2011-12 was Rs. 913 .23 Crore higher by 7.74% compared to Rs. 847.58 Crore in the previous year and PAT was Rs. 24.24 Crore for the Current year as against Rs. 19.13 Crore in the previous year.

The Company's Production and Sales have recorded a significant growth over the previous year. Higher level of Capacity utilization backed by a strong volume growth, tighter cost control geared the company to register notable performance for the year, in spite of a miniscule price increase. Your Company has consciously been following a policy of steady growth in production for last several years.

Expansion

The Company is in the process of commissioning a new production unit at Surangi, Silvasa with capacity of handling 200000 TPA of our products. Once the project is completed, production capacity of Bhiwadi, Daman and

Silvasa – II will be shifted to new unit. The new unit will produce various grade of Compounds which includes XLPE, HFFR, Filled PP for furniture & appliances, Filled PE Compounds for antifab used for Woven Sack, white and black Master Batches, Rigid and Flexible PVC Compound used for Cable Insulation, Footwear & Pipe Jointing and other value added composition like Zero Halogen Fire Retardant Compound and Engineering Plastics. The Company continued its on-going effort to increase all – round efficiency and reduced cost.

New Projects

Your company, in order to diversify its product concentration risk and take advantage of its in-house compounding knowledge has decided to embark on an ambitious flexible packaging project in West Bengal. A state of the art flexible packaging unit, complete with blown and extrusion film lines, printing, lamination, slitting and pouching facilities is being set up in Dankuni along with ink making facilities in Bhasa. The total project cost is estimated at Rs 120 Crores and is expected to generate net profit returns in excess of 10% when fully operational. The facilities are expected to be commissioned progressively through in between January and December 2013. Your company has also commenced full scale pre-marketing activities with its target customers so that the plant, once commissioned, would be able to deliver quality products to prospective customers in multiple segments in the shortest possible time.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 2.20/- per equity share of Rs. 10/- each i.e. 22% for the financial year ended March 31st, 2012.The Dividend outgo would amount to Rs. 481.07 lacs (inclusive of Dividend Distribution tax of Rs. 67.15 lacs). The dividend subject to approval of the shareholders at the AGM on 28th September, 2012, will be paid to the members whose names appear in the register of members as on the date of book closure for the AGM.

General Reserve

Out of the amount available for appropriation for the financial year 2011-12, an amount of Rs. 4 Crore has been transferred to the General Reserve.

Fixed Deposits

Your Company has not accepted any fixed deposit during the year under review in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 and hence no amount of principal or interest was outstanding as at the Balance Sheet date.

Listing of Shares

During the year under review 320000 equity shares of Rs. 10/- each allotted to the shareholders of Bavaria Poly Private Limited, pursuant to the scheme of amalgamation, were listed on BSE and CSE.

Research and Development

Your Company recognizes that Research & Development plays a critical role in supporting current operations as well as in future growth. Your Company has focused its attention towards development of Products that have wide industrial application particularly in cable, piping, packaging and footwear industry.

Insurance

The Company's plants & machineries, factories and movables are adequately insured against various risks.

Directors

Shri D.C. Surana ceased to a Director on the Board due to his sudden demise on 14th January, 2012. The Board of Directors places on record its sincere appreciation of the valuable contributions made by Late Shri D.C. Surana during his tenure of office.

The Board has appointed Mr. Nilay Guha as Additional Director of the Company with effect from 11th February, 2012. Pursuant to section 260 of the Companies Act, 1956, Mr. Nilay Guha would hold office upto the date of the ensuing Annual General Meeting. However, the company has received requisite notice from a member under section 257 of the Companies Act 1956, proposing the name of Mr. Guha as a candidate for the office of director liable to retire by rotation.

The Board of Directors has also appointed Mr. Indranil Dasgupta as a Whole-Time-Director of the Company subject to approval of the members, for a period of three years with effect from 11 th February, 2012.

Dr. R.Dasgupta, Director is due to retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, has offered himself for reappointment.

Suitable resolutions for appointment/reappointment of Director, as referred above, will be placed for approval of the members in the forthcomming Annual General Meeting. The brief resume and other information of the conserned directors, in terms of the provisions of clause 49 of the Listing Agreement with Stock Exchanges, have been detailed in the notice convening the forthcomming Annual General Meeting.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

- in preparation of the annual accounts, the applicable accounting standards have been followed. There are no material departures from these applicable accounting standards.

- the directors have 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 as at 31st March, 2012 and its profit for the year ended on that date.

- the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- the directors have prepared the annual accounts on a going concern basis. Auditors and Auditors' Report

The Statutory Auditors of the Company, M/s D.C. Dharewa & Co., Chartered Accountants, Kolkata, retire at the conclusion of the ensuing Annual General Meeting of the Company and confirmed their willingness and eligibility for reappointment, if made, will be within the limits under section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of section 226 of the Companies Act, 1956.

Further, the Auditors have confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the 'Peer Review Board' of ICAI. The observations of the Auditors in the Report on Accounts read with the relevant notes are self - explanatory and do not call for any further comments.

Cost Audit

M/s. D. Sabyasachi & Co., Cost Accountants, Kolkata have been appointed as Cost Auditors of the Company for the Financial Year 2012-13 commencing 1st April, 2012, subject to approval of the Central Government. Compliance Audit relating to 'PVC Compound' for the year ended 31st March, 2012, has been conducted by the said cost auditors and related report will be submitted to the Ministry of Corporate Affairs, Government of India within the prescribed time.

Particulars of Employees

None of the employees employed throughout the year or part of the year who was in receipt of salary of Rs. 5,00,000 /- or more per month orRs. 60,00,000 /- or more per annum, therefore, no details have been provided or required under section 217 (2A) of the Companies Act, 1956 read with the Company (Particulars of Employees) Rules, 1975.

Human Resources and Industrial Relations

The Industrial relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of employees to the Company. Your directors wish to place on record the co-operation received from the Staffs and Workers at all levels and at all units.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Our Company has directed its efforts to reduce energy costs by focusing on energy savings through the best optimization of operations on a day to day basis. The Company has used fuels in appropriate mix to attain maximum savings.

As required to be disclosed in terms of Section 217(1) (e) of the Companies, Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the prescribed format as an Annexure to the Report and marked as Annexure –'A'.

Management's Discussion and Analysis Report

In accordance with Clause – 49 of the Listing Agreement with the Stock Exchanges in India, the Management's Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and marked as Annexure – 'B'.

Corporate Governance

The Company believes in maintaining the highest standards of Corporate Governance and has complied with the applicable provisions of Corporate Governance under clause 49 of the Listing Agreement with the stock exchanges. A detailed report on Corporate Governance, as stipulated under Clause – 49 of the Listing Agreement with the Stock Exchanges in India, is included in a separate section forming part of the Annual Report and marked as Annexure – C.

A certificate from the Auditors of the Company M/s D. C. Dharewa & Co., Chartered Accountants, Kolkata, confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Acknowledgement

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Governments authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company.

Your Directors also wish to place on record their appreciation to all of the Company's employees and workers at all level for their enormous personal efforts as well as their collective contribution to the Company's performance.

For and on behalf of the Board of Directors

Place: Kolkata Narrindra Suranna

Date: 24th August, 2012 Chairman & Managing Director

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Mar 31, 2010

The Directors are pleased to present the 25th Annual Report and the Audited Accounts for the financial year ended 31st March, 2010.

Amalgamation of Alkom Speciality Compounds Limited with the Company

Alkom Speciality Compounds Limited (ASCL) has been amalgamated with the Company. The Scheme of Amalgamation was sanctioned by the Honble High Court at Calcutta vide order dated 3rd August, 2010. Certified copy of the same was received on 26th August, 2010. The scheme became effective on 27th August, 2010 and the appointed date of the scheme being 1stApril, 2009.

The Amalgamation follows the Companys philosophy of creating enduring value of all its stakeholders. The amalgamation creates a platform for value enhancing growth and reinforces the Companys position as market leader.

Financial Results

The Assets and Liabilities of ASCL and its operating results have been incorporated in the Companys books with effect from April 1st, 2009 (Appointed Date). The financial performance of the Company, for the year ended March 31, 2010 is summarized below:

(Rs. in Thousand)

Particulars 2009-2010 2008-2009

Net Turnover and other Income 7,244,087 6,041,097

Profit before Depreciation, Interest & Tax 5,60,977 4,04,636

Less : Depreciation 56,737 42,941

Interest 1,09,570 96,283

Profit before Tax 3,94,670 2,65,412 Less : Provision for Tax 93,491 46,532

Profit After Tax 3,01,179 2,18,880

Less : Prior Period Expenses 2,116 365

Net Profit for the year 2,99,063 2,18,515

Add: Profit brought forward from previous year. 4,80,138 3,14,656

Balance B/F from Amalgamating Company (3,164) 0

Amount Available for Appropriation 7,76,037 5,33,171 Appropriation

Proposed final dividend on Equity Shares 25,418 23,107

Corporate Dividend Tax 4,222 3,927

Transfer to General Reserve 80,000 26,000

Surplus carried to Balance Sheet 6,66,397 4,80,137

(Financial Results for the year 2009-2010 include figures of ASCL and therefore to that extent are not comparable with the figures for 2008-2009)

Operations

During the year 2009-10, the company has achieved a sales turnover of Rs. 724.41 Crore , against Rs. 604.11 Crore in the previous year. The profit after tax for the current year is Rs. 29.91 Crore in comparision to Rs. 21.85 Core in the previous year. The current year figures include the figure of Alkom Speciality Compounds Limited.

The Companys Production and Sales have recorded a significant growth over the previous year. Capacity utilization was also higher as compared to industrys average.Your Company has consciously been following a policy of steady growth in production for last several years.

The Company is commissioning a new production unit at Dulagarh, near Kolkata, West Bengal having installed capacity of 60,000 MT per annum. The new unit will prouce various grade of Compounds which includes XLPE, Filled PP for furniture & appliances, Filled PE Compounds for antifab used for Woven Sack, white and black Master Batches, Rigid and Flexible PVC Compound used for Cable Insulation, Footwear & Pipe Jointing and other value added composition like Zero Halogen Fire Retardant Compound and Engineering Plastics. The Company continued its on-going effort to increase all-round efficiency and reduced cost.

It is heartening that the Company has achieved highest ever operating profit (PBIDT) at Rs. 56 Corere as compared to Rs. 40 Crore in the previous year, a gowth of 40%

Dividend

Based on the Companys performance, the Directors are pleased to recommend for approval of the members a dividend of Rs. 2.20/- per equity share i.e. 22% for the financial year ended March 31st, 2010, which if approved by the members, will be paid within the specified period. The total cash outflow of dividend including dividend tax on Equity Shares of the Company would be aggregate of Rs. 296.40 Lacs resulting in a payout of 9.91% of the profits of the Company.

Transfer to Reserves

The Company proposes to transfer Rs. 800 Lacs to the General Reserve out of the amount available for appropriations.

Preferential Issue of Convertible Warrants.

In order to meet the funding requirements of normal capital expenditure, new acquisitions, to improve manufacturing facilities, repayment of high cost loans and other corporate purposes of the Company, your company has issued and allotted 60,00,000 warrants convertible into equity shares of the Company to promoters and strategic investors at a price of Rs. 80 /- per warrant including premium of Rs. 70/- per warrant on preferential basis on 27th November, 2009.The warrants shall be converted into equity shares within 18 months from the date of allotment.

Fixed Deposits

Your Company has not accepted any fixed deposit during the year under review in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 and hence no amount of principal or interest was outstanding as at the Balance Sheet date.

Research and Development

Your Company recognizes that Research & Development plays a critical role in supporting current operations as well as in future growth. Your Company has focused its attention towards development of Products that have wide industrial application particularly in cable, piping and footwear industry.

Insurance

The Companys plants & machineries, factories and other movables are adequately insured against various risks

Directors

The office of Dr. Rupak Dasgupta, Director is due to retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

Appropriate resolution for his re-appointment is being placed before you for your approval at the ensuing Annual General Meeting. The brief resume and other information in terms of the provisions of clause 49 of the Listing Agreement with Stock Exchanges have been detailed elsewhere in the notice. Your Directors recommend his re- appointment as Director of your Company.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

- in preparation of the annual accounts, the appropriate accounting standards have been followed. There are no material departures from these applicable accounting standards.

- the directors have 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 as at 31st March, 2010 and its profit for the year ended on that date.

- the directors have taken proper and sufficient care for the maintenance of adequate accounting care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- the directors have prepared the annual accounts on a going concern basis.

Auditors

M/s D.C. Dharewa & Co., Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from the auditor to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956. Further, the Auditors have confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of ICAI. The observations of the Auditors in the Report on Accounts read with the relevant notes are self - explanatory.

Particulars of Employees

None of the employees employed throughout the year or part of the year who was in receipt of salary of Rs. 2,00,000 /- or more per month or Rs. 24,00,000 /- or more per annum, therefore, no details have been provided or required under section 217 (2A) of the Companies Act, 1956 read with the Company (Particulars of Employees) Rules, 1975. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Our Company has directed its efforts to reduce energy costs by focusing on energy savings through the best optimization of operations on a day to day basis. The Company has used fuels in appropriate mix to attain maximum savings.

As required to be disclosed in terms of Section 217(1) (e) of the Companies, Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the prescribed format as an Annexure to the Report and marked as Annexure-A .

Managements Discussion and Analysis Report

Managements Discussion and Analysis Report for the year under review, as stipulated under Clause – 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report and marked as Annexure - B.

Corporate Governance

Our Company has complied with the applicable provisions of Corporate Governance under clause 49 of the Listing Agreement with the stock exchanges. A separate report on Corporate Governance, as stipulated under Clause – 49 of the Listing Agreement with the Stock Exchanges in India, is included in a separate section forming part of the Annual Report and marked as Annexure - C.

A certificate from the Auditors of the Company M/s D. C. Dharewa & Co., Chartered Accountants, confirming compliance of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Acknowledgement

Your Directors place on record their sincere appreciation for significant contribution made by the employees and workers at all level through their dedication, hard work and commitment.

Your Directors also placed on record their appreciation for the continued support from the Shareholders, Suppliers, Customers, Government Departments and Authorities, Bankers, other Business Associates and its Employees.

On behalf of the Board of Director of

Kalpena Industries Limited



D. C. Surana

Chairman Date: 1st Day of September, 2010

Place: Kolkata