Mar 31, 2024
Your Directors are pleased to present the 35th Annual Report together with the Audited Statement of Accounts of Kkalpana
Plastick Limited (''the Company'') for the financial year commencing from 01.04.2023 to 31.03.2024 (''Financial Year 2023-2024''
or ''March 31, 2024'').
Financial Performance:
(Rs. In Thousand)
|
Particulars |
2023-2024 |
2022-2023 |
|
Total Revenue |
4387.37 |
4689.46 |
|
Profit/(Loss) before Depreciation, Interest & Tax |
(315.50) |
(4761.50) |
|
Less: Depreciation |
8.30 |
24.18 |
|
Interest |
0.00 |
0.00 |
|
Profit/(Loss) before Tax |
(323.80) |
(4785.68) |
|
Less: Provision for Tax |
||
|
Current Tax |
0.00 |
0.00 |
|
Deferred Tax |
1.71 |
(0.43) |
|
Tax Expense for earlier years |
43.48 |
0.00 |
|
Profit/(Loss) after Tax |
(368.99) |
(4785.25) |
|
Add: Profit brought forward from previous year |
5122.33 |
9907.58 |
|
Balance carried to B/S |
4753.34 |
5122.33 |
Dividend:
Due to paucity of funds of the Company, your Directors do not recommend any dividend for the financial year 2023-2024.
Operations and State of Company''s Affairs:
During the year under review, total revenue of the Company was Rs 43.87 Lacs as compared to Rs 46.89 Lacs in the previous
year. The Loss after tax was Rs 3.69 Lacs as against Rs 47.85 Lacs in the previous year.
Transfer to General Reserve:
The Company proposes not to transfer any funds to the General Reserve for the financial year 2023-2024.
Future Outlook:
The demand for plastic is expected to double by 2040. This growing demand is driven by various factors, including population
growth, urbanization, and the increasing use of plastic in various industries such as packaging, automotive, construction, and
electronics. In addition to the overall increase in demand, there are specific market trends that are shaping the plastic industry.
One of the key trends is a focus on sustainability and eco-friendly alternatives. Companies are actively exploring and adopting
sustainable practices, such as the use of bioplastics made from renewable resources like cornstarch or sugarcane. This shift
towards eco-friendly manufacturing practices is driven by consumer demand for environmentally conscious products and the
need to address environmental concerns associated with plastic production and waste management.
Another emerging trend in the plastic industry is the integration of 3D printing technology. This technology allows for the
production of complex shapes and structures with reduced material waste. It offers opportunities for customization, rapid
prototyping, and on-demand production. Furthermore, increasing automation in plastic manufacturing processes is improving
efficiency and reducing production costs.
Change in nature of Business, if any:
There has been no change in the nature of business of the Company during the year under review.
Transfer of Amounts to Investor Education and Protection Fund:
Your Company has not declared any dividend in the preceding years hence the Company does not have any dividend lying
unpaid or unclaimed for a period of seven years. As such there are no funds which are required to be transferred to Investor
Education and Protection Fund (''IEPF'').
Material changes and commitments affecting the financial position of the Company:
No material changes and commitments affecting the financial position of the Company have occurred between the end of the
financial year to which the financial statements relate and the date of this report.
Particulars of Loans, Guarantees and Investments:
The Company has given loans exceeding sixty per cent of its paid-up share capital, free reserves and securities premium
account or one hundred per cent of its free reserves and securities premium account, but the same are within the limits as
approved by the members of Company, vide special resolution, in its Annual General Meeting (''AGM'') held on September 22,
2017, and therefore in compliance with the provisions of Section 186 of the Companies Act, 2013 (''the Act'').
Details of Loans pursuant to the provisions of Section 186 of the Act are provided in the financial statement.
In relation to Investment, the Company had at its meeting held on February 08, 2024, considered and approved the transfer of
7600 Equity Shares of Rs 10/- each of Plastic Processors and Exporter Private Limited held by the Company to Bbigplas Poly
Private Limited (Promoter of the Company). Accordingly, necessary disclosure as required under Regulation 30 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations'')
read with Schedule III and SEBI Circular No CIR/CFD/CMD/4/2015 dated September 09, 2015 were made to the Stock
Exchanges where the shares of the Company are listed.
Particulars of Contracts or Arrangements made with Related Parties:
In line with the requirements of the Act and SEBI Listing Regulations, your Company has formulated a policy on Related Party
Transactions which is also available on the website of Company at www.kkalpanaplastick.com.
All transactions with the related parties during the year under review were in the ordinary course of business and at arm''s
length. The disclosure required under Section 134(3)(h) of the Act read with Section 188(1) of the Act in Form AOC-2 forms
part of this report and the same is marked as Annexure 1.
Deposits:
Your Company has not accepted any deposit during the year under review in terms of Section 73 of the Act, read with
Companies (Acceptance of Deposit) Rules, 2014 and there were no unpaid deposits with the Company as at March 31, 2024.
Details of Subsidiary/Joint-Venture/Associate Companies:
Your Company does not have any Subsidiary/Associate Company and had neither entered into any Joint Venture as at March
31, 2024. Further, none of the Company has become or ceased to become the Subsidiary, Joint Venture or Associate of your
Company during the financial year 2023-2024.
Your Company is a Subsidiary Company of Bbigplas Poly Private Limited as at March 31, 2024.
Risk Management:
Compliance Risk:
With the frequent changes/modifications/amendments/enactments/re-enactments in various laws/ regulations/ guidelines/
rules, the Company has to face risk related to its compliance. The provision related to penalties, prosecutions, etc. are inherent
to all businesses and the Company is no exception. However, the Company and its executive make sincere efforts to stay
updated with applicable provisions of laws and various statutes.
Financial Risk:
Financial Risk is one of the major concerns of every business across fields and geographies. Market changes or losses can
threaten a company''s financial standing. Here are few types of financial risks for businesses:
> Default risk: Taking out a business loan with greater interest than a company can afford can put a company at risk of
defaulting, or not paying, the loan.
> Liquidity risk: A company faces a liquidity risk when it can''t quickly convert its assets into cash.
The Company''s financial risk management is an integral part of how to plan and execute its business strategies.
Security Risk:
A business can experience a security risk if it fails to create or follow cybersecurity strategies. Ineffective training for
employees, lack of software testing and insufficient policies for security updates can all put a company''s finances and
reputation at risk.
Human Risk:
Human risks in business can arise from employees'' failure to perform their essential duties in the workplace. Human risks can
arise from factors employees can''t control, like health issues, or intentional actions like theft or fraud. When a business faces
human risks, it can experience a loss of profits.
Environmental Risk:
Environmental risks (including climate risks and nature-based risks) are material risks. The impact of these risks differs between
sectors, locations and in relation to other internal and external factors, all of which affect organization resilience. The actual
scope of environmental risks is broad. As identified by the World Economic Forum, climate action failure tops this list, followed
by extreme weather events and in third place, biodiversity loss.
Human Resource (HR) Risk:
HR Risk management focuses on analyzing the risks that employees of an organization pose to the business. HR Risk
management addresses risks related to inadequate employee management, employees'' behavior, or risks related to the
certain ways that human resources use to hire and sack employees.
The primary focus of the HR Risk management is to closely follow the work of all employees at all levels, in order to identify,
evaluate, mitigate, and prevent risks in a timely manner. Risks coming from employees are the most difficult to manage, and
many large scale organizations struggle to plan or prepare for them.
Pursuant to the requirement of Section 177(9) of the Act read with Regulation 22 of SEBI Listing Regulations, the Company has
established Vigil Mechanism/Whistle Blower Policy to report genuine concerns or grievances. 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 no
employee was denied access to the Audit Committee of the Company. The Vigil Mechanism/Whistle Blower Policy has also
been hosted on the website of Company at http://kkalpanaplastick.com/policy-as-per-companies-act-2013/.
None of the employees, employed during the year, was in receipt of remuneration, in aggregate of Rupees One Crore and Two
Lakhs or more per annum for the financial year 2023-2024 or Rupees Eight Lakh Fifty Thousand 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 details are required to be provided as required pursuant to Section 197(12) of the Act read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
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-2.
The Internal Financial Controls with reference to the Financial Statements are commensurate with the size and nature of
business of the Company. The Internal Auditor and the Audit Committee reviews the Internal Financial Control system
periodically. During the year under review, no material or serious observations has been received from Internal Auditors of the
Company for inefficiency or inadequacy of such controls.
The Paid-up Equity Share Capital as on March 31, 2024 was Rs.552.85 Lacs. During the year under review, there has not been
any change in the Equity Share Capital of the Company. It has neither issued shares with differential voting rights nor issued
sweat equity or granted stock options. As on March 31, 2024, none of the Directors hold any shares in the company.
In accordance with the provisions of Section 152 of the Act, Mrs. Ananya Dey (DIN: 01297763), Non-Executive Non
Independent Director of the Company, retires by rotation at the ensuing AGM and being eligible, has offered herself for re¬
appointment.
During the year under review, none of the Directors resigned and none of the Independent Directors is due for re¬
appointment.
Your Company has also received necessary declaration from all the directors, as required as per Section 164(2) and 184(1) of
the Act.
None of the Directors are disqualified or debarred by SEBI or any other authority from continuing office as director. The
Certificate in this regard issued by M/s B K Barik & Associates, Practicing Company Secretaries (FCS: 5696, C.P. No: 3897) is
enclosed and marked as Annexure-3.
The Company has received necessary declarations from each Independent Directors of the Company, pursuant to the
provisions of Section 149(7) of the Act, confirming that they meet the criteria of independence as laid down under Section
149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations. In the opinion of the Board, they fulfill the conditions of
Independence as specified in the Act and the Rules made there under and are independent of the management.
The Independent Directors of the Company have undertaken requisite steps towards the inclusions of their names in the data
bank of ID''s maintained with Indian Institute of Corporate Affairs, in terms of Section 150 of the Act, read with Rule 6 of
Companies (Appointment & Qualifications of Directors) Rules, 2014, as amended from time to time.
The Board is responsible for shaping the future of the organisation within its fiduciary characteristics. Therefore, identifying the
key competencies of the Board members is very much essential to ensure that the qualified persons undertake this cardinal
role. Globally, identifying the key competencies of Board members is considered as the step towards a successful Board.
Broadly, the parameters for identifying key competencies or skill-set can be categorised as follows:
Having experience and knowledge of the industry in which the organisation operates is one of the key competencies of a Board
member. This is required for achieving the objectives of the organisation while operating effectively, responsibly, legally and
sustainably. The Board members are required to demonstrate an understanding of:
> the relevant laws, rules, regulation policies applicable to the organisation/industry/sector and level/status of
compliances thereof by the organisation
> the best corporate governance practices, relevant governance codes, governance structure, processes and practices
followed by the organisation
> business ethics, policies, codes and practices of the organisation
> the organisation structures and systems which enable identification and management of risks and crisis
> international practices being followed
To create and implement effective strategies, a thorough knowledge of the strategic process is required. The ability to think
strategically enables directors to propose ideas, options and plans that provide advantage of available opportunities while
reflecting a broad and future-oriented perspective. Having an understanding of the need for a clear vision and purpose to
guide the strategy, models and methods of strategic analysis, option analysis, the factors involved in successful strategy
implementation by the directors is required for giving a strategic direction to the organisation. The sub-sets under this head
may be as below:
> Strategic thinking
> Vision and value creation
> Strategy Development
> Strategy implementation and modification/updation
Finance and Accounting Skills:
The Board of director''s needs to be financially literate, understanding of the organization''s business operations, analytical
ability and interpersonal skills, and a sharp understanding of industry technology.The sub-sets under this head may be as
below:
> Ability to understand and analyze financial reports.
> Ability to review and analyze proposed budgets in light of Association resources, strategic goals, and priorities.
> Ability for handling financial management along with an understanding of accounting and financial statement.
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.
Board members should be able to provide both strategic and innovative thought leadership. Strategic thinking involves
analyzing issues and making decisions that support the organization''s overarching mission. Board members with the capacity
for innovative thinking make new ideas and solutions possible.
One of the most important skills for board members in the digital age is digital literacy, which means the ability to understand,
use, and leverage technology and data to create value and solve problems. Board members who are digitally literate can assess
the impact of digital transformation on the business model, customer expectations, competitive landscape, and regulatory
environment. They can also identify and evaluate the opportunities and risks of adopting new technologies, such as artificial
intelligence, cloud computing, cyber security, and blockchain. Digital literacy also enables board members to communicate
effectively with the management, stakeholders, and external partners on digital issues and initiatives
|
Core Skills |
Name of the Directors |
|||
|
Mr. Sajjan |
Mrs. Ananya |
Mrs. Rashi |
Ms. Shampa Paul |
|
|
Industry Knowledge/Experience |
? |
? |
||
|
Strategic Expertise |
? |
|||
|
Finance and Accounting Skills |
? |
? |
? |
|
|
Governance |
? |
? |
||
|
Leadership Skills |
? |
? |
||
|
Digital Literacy |
? |
? |
? |
? |
The Company had organized a familiarization programme for the Independent Directors as per the requirement of the
Schedule IV to the Act and Regulation 25(7) of SEBI Listing Regulations. All Independent Directors of the Company 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 on the website of the Company at http://kkalpanaplastick.com/draft-appointment-letter/.
The current policy is to have an appropriate mix of executive, non-executive, independent directors to maintain the
independence of the Board, and separate its functions of governance and management. As at March 31, 2024, the Board had 4
members, 1 of which was executive, 3 non-executive directors out of which 2 were independent director.
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 Regulation 19(4) of SEBI Listing Regulations.
The policy of the Company on director''s 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 Act, is available on
the website of the Company at http://kkalpanaplastick.com/policy-as-per-companies-act-2013/
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.
The Company 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 Regulations, 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 Act. This involves receiving inputs 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 in accordance with Schedule IV
to the Act.
Pursuant to the provisions of the Act and SEBI Listing Regulations, the formal annual evaluation was carried out for the Boar d''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 meeting of the Independent Directors was held to review the performance of Non-Independent Directors, the
performance of the Board of Directors. 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 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.
The Directors were generally satisfied with the performance of the Board. They reached this conclusion after critical analysis of
various operational segments.
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Act, 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 or 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.
f) the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
The Board met five times during the financial year 2023-2024.The intervening gap between two consecutive Meetings was
within the period prescribed under the Act and SEBI Listing Regulations. The dates of Board Meetings and their attendance are
given below:
|
Name of Director |
Category |
Attendance of Directors |
||||
|
15.05.2023 |
10.08.2023 |
10.11.2023 |
29.12.2023 |
08.02.2024 |
||
|
Mr. Sajjan Kumar |
Executive Director |
Yes |
Yes |
Yes |
Yes |
Yes |
|
Mrs. Ananya |
Non-Executive Director |
Yes |
Yes |
Yes |
Yes |
Yes |
|
Mrs. Rashi Nagori |
Non-Executive |
Yes |
Yes |
Yes |
Yes |
Yes |
|
Ms. Shampa Paul |
Non-Executive |
Yes |
Yes |
Yes |
Yes |
Yes |
The Board has 3 (three) Committees, details of which are given below:
1. Audit Committee: The composition of the Committee and Director''s attendance in the Committee Meetings held during the
financial year 2023-2024 are given below:
|
Name of |
Category |
Committee |
Attendance of Directors |
||||
|
Director |
Position |
15.05.2023 |
10.08.2023 |
10.11.2023 |
29.12.2023 |
08.02.2024 |
|
|
Mrs. Rashi Nagori Mehta |
Non-Executive Independent Director |
Chairman |
Yes |
Yes |
Yes |
Yes |
Yes |
|
Mr. Sajjan Kumar Sharma |
Executive Director |
Member |
Yes |
Yes |
Yes |
Yes |
Yes |
|
Ms. Shampa |
Non-Executive Independent Director |
Member |
Yes |
Yes |
Yes |
Yes |
Yes |
2. Nomination and Remuneration Committee: The composition of the Committee and Director''s attendance in the Committee
Meetings held during the financial year 7073-7074 are given helow:
|
Name of Director |
Category |
Committee Position |
Attendance of Directors |
|
|
29.12.2023 |
08.02.2024 |
|||
|
Ms. Shampa Paul |
Non-Executive Independent |
Chairman |
Yes |
Yes |
|
Mrs. Rashi Nagori Mehta |
Non-Executive Independent |
Member |
Yes |
Yes |
|
Mrs. Ananya Dey |
Non-Executive Director |
Member |
Yes |
Yes |
3. Stakeholders Relationship Committee: The composition of the Committee and Director''s attendance in the Committee
Meetings held during the financial year 2023-2024 are given below:
|
Name of Director |
Category |
Committee Position |
Attendance of Directors |
|||
|
15.05.2023 |
10.08.2023 |
10.11.2023 |
08.02.2024 |
|||
|
Mrs. Rashi Nagori |
Non-Executive Independent Director |
Chairman |
Yes |
Yes |
Yes |
Yes |
|
Mr. Sajjan Kumar |
Executive Director |
Member |
Yes |
Yes |
Yes |
Yes |
|
Mrs. Ananya Dey |
Non-Executive Director |
Member |
Yes |
Yes |
Yes |
Yes |
During the year under review, the Independent Directors met on February 08, 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, the Board of Directors as a whole, 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.
All Independent Directors of the Company were present at this Meeting.
The Statutory Auditors of the Company, M/s. B. Mukherjee & Co., Chartered Accountants, Kolkata (Firm Registration No.
392096E), were appointed as the Statutory Auditors of the Company, for a period of 5 (five) consecutive years, from the
conclusion of 33rd Annual General Meeting of the Company held on September 27, 2022, until the conclusion of 38th Annual
General Meeting of the Company to be held in the year 2027.
Pursuant to Sections 139 and 141 of the Act read with Rule 5 of the Companies (Audit & Auditors) Rules 2014, the Statutory
Auditors have furnished a certificate of their eligibility and consent to continue as Statutory Auditors of your Company for the
Financial Year 2024-2025.
The Auditors'' Report on the accounts for the financial year ended March 31, 2024 does not contain any qualification,
observation or adverse remark.
There was no fraud reported by the Statutory Auditors, pursuant to Sub-Section 12 of Section 143 of the Act for the Financial
Year ended March 31, 2024.
The turnover of the Company in the immediately preceding financial year does not exceed the prescribed limit as mentioned in
Companies (Cost Records & Audit) Rules, 2014, and hence Cost Audit is not applicable to the Company.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors had appointed M/s. B.K. Barik & Associates (FCS: 5696 & COP No: 3897),
Practicing Company Secretaries, for conducting Secretarial Audit of the Company for the Financial Year 2023-2024.
The report of the Secretarial Auditors for the Financial Year 2023-2024 in Form MR-3 is annexed herewith as Annexure 4 to
this report. The report is self-explanatory and does not call for any further comments.
The Board has re-appointed M/s. B.K. Barik & Associates (FCS: 5696 & COP No: 3897), Practicing Company Secretaries, to
conduct Secretarial Audit for the Financial Year 2024-2025.
Internal Audit is conducted periodically and the internal auditor monitors and evaluates the efficiency and adequacy of internal
control system including internal financial control in the Company.
The Board of Directors of the Company, on the recommendation made by the Audit Committee, had appointed M/s P R Shukla
& Associates (Firm Registration No. 327763E), Chartered Accountants, as Internal Auditors of the Company for the Financial
Year 2023-2024 in accordance with Section 138 of the Act, read with the Companies (Accounts) Rules, 2014.
During the year under review, the Internal Audit Reports were placed quarterly for review by the Audit Committee of the
Company and there after the same were referred to the board for its approval and taking on record and necessary actions
were taken thereon. The Internal Auditor has carried out its functions as per the scope of work assigned.
The Board has re-appointed M/s P R Shukla & Associates (Firm Registration No. 327763E), Chartered Accountants, as Internal
Auditors of the Company for the Financial Year 2024-2025.
The requirement of Annual Secretarial Compliance Audit as mentioned in Regulation 24A of SEBI Listing Regulations, read with
SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 was not applicable to the Company during the year under
review.
Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Act and Rule 12(1) of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company for the year ended March 31, 2024 is available on the
Company''s website at: http://kkalpanaplastick.com/agm/ and may be accessed there at.
Our Company has always believed in providing a safe and harassment free workplace for every individual working in the
Company premises. Company always endeavors to create and provide an environment that is free from any discrimination and
harassment. The Company has less than 10 women employees working in the establishment and therefore the company was
not required to constitute the Internal Complaints Committee in accordance with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013.
During the year under review, there was no woman employee and that the company has received nil complaints recorded
pertaining to sexual harassment.
The provision of Section 135(1) of the Act, is not applicable on your Company as the Net-worth of the Company does not
exceed rupees five hundred crores or turnover does not exceeds rupees one thousand crore or net profit does not exceeds
rupees five crore during the immediately preceding financial year and therefore, the company has not constituted CSR
Committee.
The Ministry of Corporate Affairs (''MCA''), Government of India and SEBI, has taken a ''Green Initiative in Corporate
Governance'' by allowing paperless compliance by the Companies and clarified that the service of documents by the Companies
can be made through Electronic Mode. We seek whole hearted support for this noble initiative in preserving the forests by the
MCA, as this will reduce paper consumption to a great extent and allow the members to contribute towards a greener
environment. This will also ensure prompt receipt of communication and avoid loss in postal transit. Accordingly, as a
contribution towards green environment, your Company also implemented the Initiative to send documents, such as Notice
convening the general meeting, Audited Financial Statements, Boards'' Report, Auditors'' Report, etc; in electronic form on the
email id''s provided by the shareholders and made available by them to the company through the depositories.
During the year, your company maintained harmonious and cordial Industrial Relations. Your Directors acknowledge and
appreciate the efforts and dedication of employees of the company.
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 in future.
The Suspension of Trading of Shares of the Company at the Calcutta Stock Exchange Limited (''CSE'') was revoked vide CSE
notice dated May 21, 2024.
The Company was also listed at The Delhi Stock Exchange Limited. However, SEBI allowed the exit of Delhi Stock Exchange
Limited (''DSE'') as Stock Exchange vide order no WTM/SR/SEBI/MRD-DSA/04/2017 dated January 23, 2017.Hence, the name of
DSE will not be reflected henceforth.
SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023, and SEBI/HO/OIAE/OIAE_IAD-
1/P/CIR/2023/135 dated August 04, 2023, read with Master Circular No. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated July
31, 2023 (updated as on August 11, 2023), has established a common Online Dispute Resolution Portal (''ODR Portal'') for
resolution of disputes arising in the Indian Securities Market. Pursuant to said circulars, post exhausting the option to resolve
their grievances with the RTA/Company directly and through existing SCORES platform, the investors can initiate dispute
resolution through the ODR Portal (https://smartodr.in/login).
The SEBI Listing Regulations mandated the formulation of certain policies for all listed companies. All applicable policies are
available on the website of the Company at http://kkalpanaplastick.com/policy-as-per-companies-act-2013/.The policies are
reviewed periodically by the Board/Committees, as required and updated based on need and new compliance requirement.
In accordance with Regulation 34(2)(e) of the SEBI Listing Regulations, a detailed Management 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 5.
Your Company is committed to maintaining the highest standards of Corporate Governance. Your Company has complied with
the applicable Corporate Governance requirements of SEBI Listing Regulations.
It may be noted that Regulation 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E
of Schedule V of SEBI Listing Regulations are not applicable to your company, pursuant to provisions of Regulation 15 of the said
Regulations as the Paid up Capital of the Company is below Rupees Ten Crores and Net-Worth below Rupees Twenty Five Crores
as on the last day of the previous Financial Year as well as on date of the report.
As such the Company is not required to mandatorily append to this report the Corporate Governance Report or the Declaration
stating that the management personnel have affirmed compliance with the code of conduct of board of directors and senior
management or the compliance certificate from either the auditor or practicing company secretaries regarding compliance
conditions of corporate governance.
Your company has complied with the applicable provisions of Secretarial Standard of Meeting of Board of Directors (''SS-1'') and
Secretarial Standard on General Meeting (''SS-2'') issued by the Institute of Company Secretaries of India (''ICSI'').
Particulars required to be furnished under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules,
2014 are as under:
(a) Conservation of energy:
|
(i) |
the steps taken or impact on conservation of energy |
- |
|
(ii) |
the steps taken by the company for utilizing alternate sources of energy |
- |
|
(iii) |
the capital investment on energy conservation equipment |
NIL |
(b) Technology absorption:
|
(i) |
the efforts made towards technology absorption |
- |
|
(ii) |
the benefits derived like product improvement, cost reduction, product development or |
- |
|
(iii) |
in case of imported technology (imported during the last three years reckoned from the |
- |
|
(a) the details of technology imported |
- |
|
|
(b) the year of import; |
- |
|
|
(c) whether the technology been fully absorbed |
- |
|
|
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof |
- |
|
|
(iv) |
the expenditure incurred on Research and Development |
NIL |
Earning: Nil
Outgo: Nil
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 wish to convey their sincere appreciation to all of the Company''s employees and workers at all level for their
enormous personal efforts as well as their collective contribution to the Company''s performance.
For and on behalf of the Board
Date: May 27, 2024
Place: Kolkata
Sajjan Kumar Sharma Rashi Nagori Mehta
(DIN:02162166) (DIN:09057989)
Whole-Time Director Director
Mar 31, 2014
Dear Shareowners,
Kalpena Plastiks Limited,
The Directors are pleased to present the 25th Annual Report together
with the audited accounts for the year ended 31st March 2014.
Financial Performance
(RsIn Lacs)
Particulars 2013-2014 2012-2013
Sales & other Income 40.01 10426.23
Profit before Depreciation , Interest & Tax 9.30 14.85
Less : Depreciation 0.73 0.44
Interest 0.41 0.25
Profit before Tax 8.16 14.16
Less : Provision for Tax 2.08 2.48
Profit After Tax 6.08 11.68
Add: Profit brought forward from previous year. 35.52 23.84
Balance Carried to B/S 41.60 35.52
Operations
The Company has achieved a sales turnover (comprises mainly other
income) of Rs. 0.40 Crore during the FY 2013 -14 as against Rs. 104.26
Crore in the previous year. The Profit after tax for the year is Rs.
6.08 lacs as compared to profit of Rs. 11.68 lacs in the previous year.
Dividend
Your Directors feel that there is a need to conserve resources for
future plans and regret their inability to recommend any dividend for
the current year.
Change of Registered Office
In order to manage the entire operations more economical and more
efficient, the Company has shifted its registered office from 3, Saheed
Nityananda Saha Sarani, Kolkata - 700 001 to Village: Bhasa, No. 14,
P.O. & PS: Bishnupur, Diamond Harbour Road, South 24 Paraganas, WB -
743503 with effect from 01st April, 2014. Due Compliances in this
regard have been completed.
Public 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.
Directors
In accordance with the provisions of the Companies Act, 2013, Mr. Deo
Kishan Kalwani (DIN 03363450),
Whole Time Director of the Company retires by rotation at the
conclusion of the forthcoming Annual General Meeting and being
eligible, has offered himself for re-appointment.
Mr. Kashi Nath Agarwal and Mr. Mohan Kumar Tiwary resigned from the
Directorship of the Company with effect from 03rd October, 2013. Your
Directors appreciate the service rendered by them to the Company.
Mr. Deo Kishan Kalwani (DIN 03363450), being appointed as Whole-Time
Director of the Company with effect from 01st April, 2014. Appropriate
resolution for his reappointment is being placed before you for your
approval at the ensuing Annual General Meeting.
Mr. Jitendra Tiwari (DIN 00228352) and Mrs. Ananya Dey (DIN 01297763),
being non-executive independent directors have submitted a declaration
to the Board that they meet the criteria of independence as provided
under section 149(6) of the Act. In compliance with the provisions of
section 149 read with Schedule IV of the Act, the appointment of these
directors as Independent Directors is now being placed before you for
your approval.
Your Company has received from the Independent Directors Certificate of
Independence, as enumerated in section 149(6) of the Companies
Act,2013.
The brief resume and other information of the eligible directors in
terms of the provisions of clause 49 of the Listing Agreement with
Stock Exchanges have been detailed elsewhere in the notice. Your
Directors recommends his reappointment as Director of your Company.
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, 2014 and its loss 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 Maloo & Co., Chartered
Accountants, Kolkata (Firm Registration No.310062E), retire at the
ensuing Annual General Meeting and have confirmed their eligibility and
willingness to accept office, if reappointed. The Audit Committee and
the Board of Directors recommends the re-appointment of M/s Maloo &
Co., Chartered accountants, as the Auditors of the Company upto the
conclusion of next Annual General Meeting.
Cost Audit
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 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 filing 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. M/s. 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.
Industrial Relations
The Company continued to attract and retain qualified and diligent
employees. Various senior and junior employees were recruited to add to
the existing strength. During the year, your company maintained
harmonious and cordial Industrial Relations.
Management Discussion and Analysis
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 ''A''.
Corporate Governance
A separate section on Corporate Governance, as stipulated under Clause
49 of the Listing Agreement with the Stock Exchanges in India, forming
part of the Annual Report and marked as Annexure ''B''.
A certificate from the Auditors of the Company M/s Maloo & Co.,
Chartered Accountants, Kolkata, confirming compliance of conditions of
Corporate Governance as stipulated under the aforesaid Clause 49, is
annexed to this Report.
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo.
Particulars required to be furnished under Section 217(1) (e) of The
Companies Act, 1956 read with Companies (Disclosure of Particulars in
the Report of Board of Directors) Rule, 1988.
i. Part A and Part B of the Rules, pertaining to conservation of Energy
and technology absorption, are not applicable to the Company
ii. Foreign Exchange earnings and outgo
Earning Nil
Outgo Nil
Acknowledgement
Your Directors wish to convey their sincere appreciation to all of the
Company''s employees and workers at all level for their enormous
personal efforts as well as their collective contribution to the
Company''s performance.
Your Directors also wish to thank to all the shareholders, customers,
dealers, suppliers, bankers, financial institutions, Govt. authorities
and all the other business associates for the continued support given
by them to the Company and their confidence in its management.
Registered Office: By Order of the Board of Directors
14, Bishnupur, Diamond
Harbour Road,
Bhasa, South 24 PGS - 743503
J.Tiwari
Date: 29th May, 2014. (Chairman)
Mar 31, 2013
Dear Shareholder of Kalpena Plastiks Limited
The Directors are pleased to present the 24th Annual Report together
with the audited accounts for the year ended 31st March 2013.
Financial Performance (Rs. In Lacs)
Particulars 2012-2013 2011-2012
Sales & other Income 10426.23 4119.61
Profit before Depreciation ,
Interest & Tax 14.85 (5.72)
Less : Depreciation 0.44 0.11
Interest 0.25 0.09
Profit before Tax 14.16 (6.97)
Less : Provision for Tax 2.48 0
Profit After Tax 11.68 (6.97)
Add: Profit brought
forward from previous year. 23.84 30.81
Balance Carried to B/S 35.52 23.84
Operations
The Company has achieved a sales turnover of Rs. 104.26 Crore during
the FY 2012 -13 as against Rs. 41.19 Crore in the previous year. The
Profit after tax for the year is Rs. 11.68 lacs as compared to loss of
Rs. 6.97 lacs in the previous year.
Dividend
Your Directors feel that there is a need to conserve resources for
future plans and regret their inability to recommend any dividend for
the current year.
Public 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.
Directors
Mr.B.L.Bohara resigned from the Directorship of the Company with effect
from 16th January, 2013. Your Directors appreciate the service
rendered by him to the Company.
Mr. Kashi Nath Agarwal, Director of the company, liable to retire by
rotation at the forthcoming Annual General Meeting and being eligible,
offer himself for reappointment.
Appropriate resolution for his reappointment is being placed before you
for your approval at the ensuing Annual General Meeting. The brief
resume and other information of the eligible directors in terms of the
provisions of clause 49 of the Listing Agreement with Stock Exchanges
have been detailed elsewhere in the notice. Your Directors recommends
his reappointment as Director of your Company.
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, 2013 and its loss 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 Maloo & Co., Chartered
Accountants, Kolkata, retire at the conclusion of the ensuing 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.
Further, the Auditors have confirmed that they have undergone the peer
review process of the Institute of Chartered Accountants of India
(ICAI) and yet to receive the certificate from the ''Peer Review
Board'' of ICAI. The observations of the Auditors in the Report on
Accounts read with the relevant notes are self - explanatory.
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 1st April, 2014, 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 has been 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 21 7 (2A) of the Companies Act, 1
956 read with the Company (Particulars of Employees) Rules, 1975.
Industrial Relations
The Company continued to attract and retain qualified and diligent
employees. Various senior and junior employees were recruited to add to
the existing strength. During the year, your company maintained
harmonious and cordial Industrial Relations.
Management Discussion and Analysis
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 ''A''.
Corporate Governance
A separate section on Corporate Governance, as stipulated under Clause
49 of the Listing Agreement with the Stock Exchanges in India, forming
part of the Annual Report and marked as Annexure ''B''.
A certificate from the Auditors of the Company M/s Maloo & Co.,
Chartered Accountants, Kolkata, confirming compliance of conditions of
Corporate Governance as stipulated under the aforesaid Clause 49, is
annexed to this Report.
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo.
Particulars required to be furnished under Section 217(1) (e) of The
Companies Act, 1956 read with Companies (Disclosure of Particulars in
the Report of Board of Directors) Rule, 1988.
i. Part A and Part B of the Rules, pertaining to conservation of
Energy and technology absorption, are not applicable to the Company
ii. Foreign Exchange earnings and outgo Earning Nil
Outgo Nil
Acknowledgement
Your Directors wish to convey their sincere appreciation to all of the
Company''s employees and workers at all level for their enormous
personal efforts as well as their collective contribution to the
Company''s performance.
Your Directors also wish to thank to all the shareholders, customers,
dealers, suppliers, bankers, financial institutions, Govt. authorities
and all the other business associates for the continued support given
by them to the Company and their confidence in its management.
3, Saheed Nityananda Saha Sarani, For and on behalf of the Board
Kolkata 700 001
J. Tiwari
Date: 30th May, 2013 Chairman
Mar 31, 2012
The Directors are pleased to present the 23rd Annual Report together
with the audited accounts for the year ended 31st March 2012.
Financial Performance (Rs. In Lacs)
Particulars 2011-2012 2010-2011
Sales & other Income 4119.61 1910.25
Profit before Depreciation, Interest & Tax (5.72) 10.53
Less : Depreciation 0.11 0.57
Interest 0.09 0.03
Profit before Tax (6.97) 9.93
Less : Provision for Tax 0 2.68
Profit After Tax (6.97) 7.25
Add : Profit brought forward from previous year. 30.81 23.56
Balance Carried to B/S 23.84 30.81
Operations
During the year 2011-12, the company has achieved a sales turnover of
Rs. 41 Crore, against Rs. 19 Crore in the previous year. However, the
company sufferes a loss of Rs. 6.97 lacs as against profit of Rs. 7.25
lacs in the previous year. This is mainly due to high raw material
cost.
Dividend
Your Directors feel that there is a need to conserve resources for
future plans and regret their inability to recommend any dividend for
the current year.
Public 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.
Directors
Mr. Deo Kishan Kalwani, Director of the company, liable to retire by
rotation at the forthcoming Annual General Meeting and being eligible,
offer himself for reappointment.
Appropriate resolution for his reappointment is being placed before you
for your approval at the ensuing Annual General Meeting. The brief
resume and other information of the eligible directors in terms of the
provisions of clause 49 of the Listing Agreement with Stock Exchanges
have been detailed elsewhere in the notice. Your Directors recommends
his reappointment as Director of your Company.
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, 2012 and its loss 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 Maloo & Co., Chartered
Accountants, Kolkata, retire at the conclusion of the ensuing 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.
Further, the Auditors have confirmed that they have undergone the peer
review process of the Institute of Chartered Accountants of India
(ICAI) and yet to receive the certificate from the 'Peer Review
Board' of ICAI. The observations of the Auditors in the Report on
Accounts read with the relevant notes are self - explanatory.
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 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.
Industrial Relations
The Company continued to attract and retain qualified and diligent
employees. Various senior and junior employees were recruited to add to
the existing strength. During the year, your company maintained
harmonious and cordial Industrial Relations.
Management Discussion and Analysis
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 - 'A'.
Corporate Governance
A separate section on Corporate Governance, as stipulated under Clause
- 49 of the Listing Agreement with the Stock Exchanges in India,
forming part of the Annual Report and marked as Annexure - 'B'.
A certificate from the Auditors of the Company M/s Maloo & Co.,
Chartered Accountants, Kolkata, confirming compliance of conditions of
Corporate Governance as stipulated under the aforesaid Clause 49, is
annexed to this Report.
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo.
Particulars required to be furnished under Section 217(1) (e) of The
Companies Act, 1956 read with Companies (Disclosure of Particulars in
the Report of Board of Directors) Rule, 1988.
i. Part A and Part B of the Rules, pertaining to conservation of
Energy and technology absorption, are not applicable to the Company
ii. Foreign Exchange earning and outgo
Earning Nil
Outgo Nil
Acknowledgement
Your Directors wish to convey their sincere appreciation to all of the
Company's employees and workers at all level for their enormous
personal efforts as well as their collective contribution to the
Company's performance.
Your Directors also wish to thank to all the shareholders, customers,
dealers, suppliers, bankers, financial institutions, Govt. authorities
and all the other business associates for the continued support given
by them to the Company and their confidence in its management.
Registered Office: By Order of the Board of Directors
3, Saheed Nityananda Saha
Sarani, 2nd Floor
Kolkata 700 001 J.Tiwari
(Chairman)
Date : 31st August, 2012
Mar 31, 2010
The Directors are pleased to present the 21st (Twenty First) Annual
Report together with the audited accounts for the year ended 31st March
2010.
Financial Performance
(Rs. In Lacs)
Particulars 2009-2010 2008-2009
Sales & other Income 9847.60 11087.65
Profit before Depreciation , Interest & Tax 11.20 15.18
Less : Depreciation 0.99 0.91
Interest 0.01 0.08
Profit before Tax 10.19 14.19
Less : Provision for Tax 1.70 01.78
Profit After Tax 8.48 12.41
Add : Profit brought forward from
previous year. 15.07 2.66
Balance Carried to B/S 23.56 15.07
Operations
During the year 2009-10, the company has a sales turnover of Rs. 98
Crore, against Rs. 110 Crore in the previous year.
The CompanyÃs Sales have declined to a little extent comparing to the
previous year.
Dividend
Since the company is currently at revival stage, the directors of the
company consider it prudent to conserve resources and therefore do not
recommend any dividend on equity shares for the financial year under
review.
Preferential Issue of Shares
In order to meet the growth objectives and to strengthen the financial
position i.e. to raise resources for long term working capital
requirements and for general corporate purpose, the company has issued
and allotted 32,60,035 equity shares of Rs.10/- each of the company at
par on 06th January, 2010 , to the promoters/ promoter groups on
preferential basis.
Consequent to the aforesaid allotment the paid up capital of the
Company has gone up from 22, 68,500 equity shares of Rs. 10/- each to
55, 28,535 equity shares of Rs. 10/- each. The aforesaid shares are yet
to be listed on the exchange(s).
Diversification of Business & Change of main objects in the Memorandum
of Association of the Company The Directors of your Company have been
considering various proposals to diversify into certain new business
ventures. For last couple of years, the company was engaged in the
business related to Plastic Compounds, Granules, PVC and related
Products. Currently these sectors promise a bright future and the
Company will also enlarge the area of operation of the Company. The
Company has discontinued the business of Gems & Jewellery and
diversified into the Business of Plastics, Granules and PVC and
consequently changed its main objects in the Memorandum & Association
by substituting the objects related to Plastics, Granules and PVC.
Change of Name
In order to facilitate the diversification of business, the company has
changed its name from SARLA GEMS LIMITED to KALPENA PLASTIKS LIMITED
with effect from 09th October, 2009. Necessary cer- tificate from the
Registrar of Companies, West Bengal has been obtained and due
compliances in this regards has been completed.
Connectivity with Depositories
In order to offer the shareholders the opportunity to hold the shares
in de mat mode and to facilitate the trading of shares in nationwide
terminal of stock exchanges , the company has obtained the connectivity
of both the depositories i.e. National Securities Depository Limited
(NSDL) & Central Depository Services (India) Limited (CDSL). The ISIN
No of the Company is INE 465K01016.
Revocation of Trading of Shares
The suspension of trading of companyÃs shares was revoked by Bombay
Stock Exchange vide their letter dated 9th October, 2009 we.f 16th
October, 2009. Now the shares of your company are traded in BSEÃs
online terminal.
Public 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.
Directors
In term of Articles 130 &131 of Articles of Association of the Company
Shri Jitnedra Tiwari, Director retires by rotation and being eligible,
offers himself for re-appointment at the ensuing Annual General
Meeting.
A brief resume of the Directors proposed to be appointed / re-
appointed nature of their expertise in specific functional areas etc.
as stipulated under clause 49 of the listing agreements with stock
exchanges, are provided elsewhere in the notice.
Directorsà 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 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 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 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 Maloo & 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(1 B) 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 yet to receive the
certificate from the ÃPeer Review Boardà 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.
Industrial Relations
The Company continued to attract and retain qualified and diligent
employees. Various senior and junior employees were recruited to add to
the existing strength. During the year, your company maintained
harmonious and cordial Industrial Relations.
Management Discussion and Analysis
A Management Discussion and Analysis Report as required under the
Listing Agreement with the Stock Exchanges is annexed hereto and marked
as Annexure - ÃA.
Corporate Governance
The report on Corporate Governance as stipulated under clause 49 of the
listing agreement with the Stock Exchange(s), forms part of Annual
Report and marked as Annexure - ÃBÃ.
A certificate from the Auditors of the Company M/s Maloo & Co.,
Chartered Accountants, confirming compliance with conditions of
Corporate Governance as stipulated under the aforesaid Clause 49, is
annexed to this Report.
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo.
Particulars required to be furnished under Section 217(1) (e) of The
Companies Act, 1956 read with Companies (Disclosure of Particulars in
the Report of Board of Directors) Rule, 1988.
i. Part A and Part B of the Rules, pertaining to conservation of
Energy and technology absorp- tion, are not applicable to the Company.
ii. Foreign Exchange earning and outgo
Earning Nil
Outgo Nil
Acknowledgement
Your Directors wish to thank and acknowledge the Banks, Government
Authorities, Dealers, Suppliers, Business Associates, and the CompanyÃs
valued customers, for their Assistance and Co-Operation and the
esteemed Shareholders for their continued trust and support.
The Directors also wish to acknowledge the committed and dedicated team
of Kalpena Plastiks Limited, whose unstinted hard work, efforts and
ideas has taken the Company on a path of growth and develop- ment.
3, Saheed Nityananda Saha Sarani For and on behalf of the Board
Kolkata-700 001
J. Tiwari
Date : 4th Day of September, 2010 Chairman
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article