Directors Report of TCPL Packaging Ltd.

Mar 31, 2025

Your directors present this integrated Annual Report along with the Audited Financial Statements for the Financial Year ended
on March 31, 2025.

FINANCIAL RESULTS

Your Company’s performance during the Financial Year 2024-25 is summarized below:

Particulars	Standalone		Consolidated
	Year 2024-25	Year 2023-24	Year 2024-25	Year 2023-24 1
Net Sales	166967.69	146297.39	174257.20	151277.95
Other Operating Income	2670.49	2781.58	2768.35	2860.39
Revenue from Operations	169638.18	149078.97	177025.55	154138.34
96 Increase over previous year	13.79	4.12	14.85	4.51
EBIDTA	28637.58	24894.87	29310.22	25142.90
EBIDTA 96 of Revenue from operations	16.88	16.70	16.56	16.31
Other Income	1544.85	1158.88	1433.01	1056.99
Total	30182.43	26053.75	30743.23	26199.89
From which have been deducted:
Interest/ Finance Charges	5637.96	5392.93	5826.35	5585.10
Leaving a cash profit of	24544.48	20660.82	24916.89	20614.79
Depreciation	7277.20	6916.16	7549.36	7156.56
Profit Before Tax	17267.28	13744.66	17367.53	13458.23
Provision for Tax	4400.00	3595.25	4400.00	3595.25
Current tax of earlier years	(411.00)	(7.71)	(411.00)	(7.71)
Provision for Deferred Taxation	(848.37)	3.19	(922.61)	(68.47)
Profit After Tax	14126.65	10153.93	14301.14	9939.16
Other Comprehensive Income/ (Loss)	(133.27)	(131.11)	(105.53)	(126.70)
Leaving a balance of	13993.38	10022.82	14195.61	9812.46

DIVIDEND

As per the Dividend Policy of your Company, your directors
are pleased to recommend a record dividend of 7 30 per equity
share as against a dividend of ^ 22 per equity share for the
previous year. Your directors are pleased to inform that the
proposed dividend is the highest dividend, which has been
declared by the Company in its history. This year marks
the twenty fifth year of continuous dividend payout for the
Company. The pay-out on account of dividend amounts to
7 2730 lakhs, and this corresponds to 19.3396 of the standalone
profit.

Dividend, if approved by the Members in the ensuing Annual
General Meeting, would be subject to deduction of tax at source
as per provisions of Income Tax Act, 1961, as applicable.

The Board of Directors of your Company has approved and
adopted the dividend distribution policy of the Company and
dividend declared/recommended are in accordance with the
said Policy. In terms of the policy, equity shareholders of the
Company may expect Dividend if the Company has surplus
funds and after taking into consideration relevant internal and
external factors enumerated in the policy for declaration of
dividend. The policy also enumerates that the Company would
endeavour to maintain a total dividend pay-out ratio around
2096 of the standalone Profits after Tax (PAT) of the Company
in any Financial Year. The dividend distribution policy is
available on the weblink https://tcpl.in/wp-content/
uploads/2025/07/Dividend-Distribution-Policy.pdf

WORKING REVIEW

The Company has achieved a revenue growth of 14.85 % on
consolidated basis, compared to the previous year, achieving
revenue from operations of ^ 1770.26 Crores. The standalone
revenues increased by 13.79 % compared to the previous year,
achieving revenue from operations of ^ 1696.38 Crores.

Furthermore, we are pleased to highlight the remarkable
growth in our exports, which rose by 31.18% to reach ^ 604.14
crores for the year ended March 31, 2025, as against ^ 460.54
crores in the previous year ended March 31, 2024.

We are also pleased to report that our EBIDTA margin as a
percentage of revenue from operations has improved during
the year under review. On a consolidated basis, the margin
increased and stood at 16.56%, while on a standalone basis, it
is 16.88% during the year, as compared to 16.31% and 16.70 %
respectively in the previous year.

The Company also have continuously been adding new
customers and strengthening its market share, resulting in the
sales growth mentioned earlier. Furthermore, our efforts on
stringent cost control measures, enhanced product mix and
focus on reducing process wastage have contributed to the
achievement of healthy margins.

The packaging industry continues to witness growth, driven by
factors such as growing population and GDP, resulting in higher
consumption besides growth in the e-commerce segments, and
exports. Your Company is well-positioned to capitalize on these
opportunities with its focus on sustainable packaging solutions,
multi plant locations and diversified product portfolio. The
Company’s technological advancements, geographical reach,
and strong governance practices provide a solid foundation for
future growth.

During the financial year 2024-25 your company had decided
and setup a new manufacturing plant in Chennai, in a short
period of 9 months. This plant is now fully operational and will
enhance the company’s geographic footprint and enable the
company to use it to service markets in the South of India as
well as use it as a hub for exports. Your directors are confident
that this plant will be able to contribute to the overall growth
plans of the company in the long term.

Further during the last financial year, your directors also
decided to setup an engraving plant to manufacture printing

and embossing cylinders at Silvassa, and the same is being
executed currently and is expected to commence production
in Q2 of the current year. For this purpose, a subsidiary named
Accura Technik Private Limited is being setup.

FUTURE PROSPECTS

We are pleased to inform that operations of Creative Offset
Printers Private Limited (“COPPL”) have witnessed a
considerable growth since its acquisition by TCPL, though
it is still struggling and not up to expectations, particularly
from profitability point of view. With the increasing demand
for premium rigid box packaging for electronics and mobile
phones as well as decorative and premium gift packaging for the
consumer industry, this unit has very good long term prospects
and your management is confident to achieve its targets soon.

It is noteworthy that there has been a noticeable shift in the
sentiment of the western world, favoring a move of supply
chains away from China. This shift in sentiment presents a
compelling opportunity for Indian exports. Companies and
countries are actively exploring alternatives and seeking new
trade partnerships.

Overall, the Company’s proactive approach in exploring and
leveraging opportunities arising from the shift in sentiment
and the “China 1” trend will position the Company well for
sustained growth and success in the future.

Coming to the Company’s core, the domestic consumer goods
market growth has been hampered by weak domestic demand.
The same is evident in the results of major FMCG companies,
reporting weak or stagnant volume growth for many quarters
now. Despite this your Company has managed to grow by
increasing share of business in existing customers and tapping
new customers. Your Company’s management is confident
that this weak volume growth in the domestic industry is a
temporary phenomenon, and this is bound to improve over
a period. The revival in domestic volumes will be a further
impetus to your Company’s growth.

Considering the positive outlook of the packaging industry
and the strategic moves made by the Company, the directors’
confidence in the Company’s performance in the coming years
is well-founded. However, it’s important to note that market
conditions can be subject to changes, and the Company will
need to continuously adapt and innovate to maintain its
competitive edge.

Overall, with its strong market position, focus on sustainability,
expanded production capacity, strategic acquisitions,
technological advancements, and efficient cost management,
the Company is well-equipped to thrive and achieve sustained
growth in the future.

DIRECTORS

During the year under review, Mr. Sunil Talati ceased to be
Director, upon completion of the second term of his appointment
as Independent Director of the Company, on January 21, 2025.
The Board places on record its sincere appreciation for the
remarkable support and guidance provided by him during his
tenure on the Board of the Company.

The Board, based on the recommendations of the Nomination
and Remuneration Committee, appointed Mr. Aniket Talati, as
an Additional Director to hold Office of Independent Director
for a period of 5 years effective from January 22, 2025.
Mr. Aniket Talati is M. Com, FCA, member of ICAI Accounting
Research Foundation (ICAI ARF), ICAI Registered Valuers
Organisation (RVO), Extensible Business Reporting Language
(XBRL) India, Indian Institute of Insolvency Professionals of
ICAI (IIIPI) and the member of various other Committees,
Boards and Directorates of ICAI. He served as the President
ICAI in the year 2023-24. He has strong organizational skills
and deep insight for Technology and ESG. He is at the forefront
of Digital Transformation within ICAI, and numerous digital
Initiatives were launched under him. He is actively involved in
all the major sustainability initiatives in India and works closely
on digital transformation projects. He also contributed towards
evolvement of accounting, auditing, ethical, valuation and
forensic standards in India. He has supported the Government
and Regulators as a member of Government Accounting
Standards Advisory Board (GASAB) of C&AG of India, Board
of Insurance Regulatory & Development Authority of India
(IRDAI) and SEBI’s Primary Market Advisory Committee.
The consent of members of the Company for his appointment
as Independent Director was duly obtained through notice of
postal ballot dated February 13, 2025.

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and the Company’s Articles of Association,
Mr. K K Kanoria and Mr. Rishav Kanoria, retire by rotation
at the forthcoming Annual General Meeting of the Company
and being eligible, offer themselves for re-appointment. The
Board, based on the recommendation of the Nomination and
Remuneration Committee, recommends their re-appointment
for the consideration of the Members of the Company at this
Annual General Meeting.

The information of Mr. K K Kanoria and Mr. Rishav Kanoria, as
required under Regulation 36(3) of SEBI (Listing Obligations
and Disclosure Requirements), Regulations 2015 (herein after
referred to as Listing Regulations) are provided in annexure
to the Notice.

All Independent Directors of the Company have given
declarations 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 Listing Regulations and that
their names are registered in the data bank as per Rule 6 of
the Companies (Appointment and Qualifications of Directors)
Rules, 2014. In the opinion of the Board, the Independent
Directors fulfil the conditions of independence specified in
Section 149(6) of the Act and Regulation 16(1)(b) of the Listing
Regulations. The Independent Directors have also confirmed
that they have complied with the Company’s Code of Conduct.
In the opinion of the Board, all Independent Directors possess
requisite qualifications, experience, expertise and hold high
standards of integrity required to discharge their duties with
an objective independent judgment and without any external
influence. List of key skills, expertise and core competencies of
the Board, including the Independent Directors, forms a part
of the Corporate Governance Report of this Annual Report.

DIRECTORS RESPONSIBILITY
STATEMENT

Pursuant to the requirement under section 134(3)(c) of
the Companies Act, 2013 with respect to the Directors
Responsibilities Statement, it is hereby confirmed: -

(a) In the preparation of the annual financial statement for
the year ended March 31, 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any.

(b) 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 at
the end of the financial year and of the profit and loss of
the Company for that year.

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

(d) The directors have prepared the annual accounts on a
going concern basis.

(e) The directors have 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 have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

The following persons are the Key Managerial Personnel in

terms of Section 203 of the Companies Act, 2013:

Sr. No.	Name of the Person	Designation
1.	Mr. K. K. Kanoria	Executive Chairman
2.	Mr. Saket Kanoria	Managing Director
3.	Mr. Akshay Kanoria	Executive Director
4.	Mr. Vidur Kanoria	Executive Director
5.	Mr. S. G. Nanavati	Executive Director
6.	Mr. Jitendra Jain	Chief Financial Officer
7.	Mr. Harish Anchan	Company Secretary

NUMBER OF BOARD MEETINGS

During the year under review 4 (four) meetings of the Board
of Directors of the Company were held on May 28, 2024, July
30, 2024, November 11, 2024, and February 13, 2025. The
details of the number of meetings of the Board held during the
Financial Year 2024-25 and the attendance therein forms part
of the Report on Corporate Governance. In view of directive
issued by Ministry of Corporate Affairs and the Securities
and Exchange Board of India, measures were taken to ensure
security of information and confidentiality of process, and at
the same time, ensuring convenience of the Board members,
in respect of virtually convened Meetings. The Company
Secretary and the Chairman of the meeting(s) ensured that all
the applicable provisions related to the holding of meetings
through video conferencing were complied with for such virtual
meetings. During the year under review, the Board accepted all
recommendations made to it by its various Committees.

SUBSIDIARY COMPANIES

Pursuant to an Order passed, by the Hon. National Company
Law Tribunal, Mumbai Bench, on June 25, 2024, TCPL Innofilms
Private Limited merged with TCPL Packaging Limited. TCPL

Middle East FZE and Creative Offset Printers Private Limited
(COPPL), are wholly owned subsidiaries. During the year, your
Company has increased its investment in COPPL, by subscribing
145998 equity shares, offered by it on a rights basis at value
^ 8 Crores. The Company holds 949709 equity shares of COPPL
as on March 31, 2025 with a total investment of ^ 52.98 Crores.

The Board has reviewed the affairs of its Subsidiaries. The
Company does not have any associates or joint venture
Companies. The separate audited financial statements in
respect of each of the subsidiaries are also available on the
website of the Company at www.tcpl.in.

CONSOLIDATED FINANCIAL
STATEMENTS

The Consolidated Financial Statements of the Company are
prepared in accordance with relevant Indian Accounting
Standards issued by the Institute of Chartered Accountants
of India. Pursuant to the provisions of Section 129(3) of the
Act, a statement containing the salient features of financial
statements of the Company’s subsidiaries in Form No. AOC-1
is attached to the financial statements of the Company.

CORPORATE GOVERNANCE

It has always been the Company’s endeavor to operate in
a fair and transparent manner with the highest standards
of Corporate Governance. The Company complies with the
requirements of Listing Regulations. A separate section on
Corporate Governance is included in the Annual Report
and the Certificate from the Statutory Auditors confirming
the compliance of conditions on Corporate Governance as
stipulated in Listing Regulations is given as an annexure to
this effect.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 (8) of the Companies
Act, 2013, the composition of the Audit Committee is as under:

Sr. No. Name		Position
1.	Mr. Sanjiv Anand	Chairman - Independent Director
2.	Mr. Tarang Jain	Member - Independent Director
3.	Mr. Aniket Talati	Member - Independent Director

During the year 4 (four) Audit Committee Meetings were
held on May 28, 2024, July 30, 2024, November 11, 2024, and
February 13, 2025.

STAKEHOLDERS RELATIONSHIP
COMMITTEE

Pursuant to the provisions of Section 178(5) of the Companies
Act, 2013, the composition of the Stakeholders Relationship
Committee is as under:

Sr. No. Name		Position
1	Mrs. Deepa Harris	Chairperson - Independent Director
2	Mr. Tarang Jain	Member - Independent Director
3	Mr. Ashish Razdan	Member - Independent Director

During the year four meetings of the Stakeholders Relationship
Committee were held on May 28, 2024, July 30, 2024, November
11, 2024 and February 13, 2025.

NOMINATION AND REMUNERATION
COMMITTEE

Pursuant to the provisions of Section 178(1) of the Companies
Act, 2013, the composition of the Nomination and Remuneration
Committee is as under:

Sr. No. Name		Position
1	Mr. Sanjiv Anand	Chairman - Independent Director
2	Mr. Tarang Jain	Member - Independent Director
3	Mr. Deepa Harris	Member - Independent Director

During the financial year the Nomination and Remuneration
Committee was held on May 28, 2024, and March 27, 2025.

CORPORATE SOCIAL
RESPONSIBILITY (CSR) COMMITTEE

A policy on the CSR formulated by the CSR Committee is
available at the website of the Company www.tcpl.in. The
Company has spent adequately the amount required to be spent
on CSR activities during the financial year. The required details
of expenditure incurred under CSR Programs in the prescribed
format is annexed to the Directors’ Report. The meeting of CSR
Committee was held on May 24, 2024. The CSR Committee of
the Company, during the year under review is as under:

Sr. No. Name		Position
1	Mrs. Deepa Harris	Chairperson- Independent Director
2	Mr. Saket Kanoria	Member - Managing Director
3	Mr. Rishav Kanoria	Member - Non-Executive Director

RISK MANAGEMENT COMMITTEE

The composition of the Risk Management Committee is in
conformity with the requirements of Listing Regulations. The

composition of the Committee during the year under review is
as under:

Sr. No.	Name	Position
1	Dr. Andreas Blaschke	Chairman - Independent Director
2	Mr. Ashish Razdan	Member-Independent Director
3	Mr. K K Kanoria	Member- Executive Chairman
4	Mr. Saket Kanoria	Member - Managing Director
5	Mr. Rishav Kanoria	Member - Non-Executive Director

During the financial year under review the Meeting of Risk
Management Committee was held on May 29, 2024, and
December 18, 2024. The Company has adopted a Risk
Management Policy aimed to ensure resilience for sustainable
growth and sound corporate governance by having a process
of risk identification and management in compliance with
the provisions of the Companies Act, 2013 and the Listing
Regulations.

PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS

During the year under review the Company has not given any
loans. However, the Company has given corporate guarantees
towards borrowings made from Bank by Creative Offset Printers
Private Limited, the Wholly Owned Subsidiary Company.
During the year under review the Company also acquired
145598 equity shares of Creative Offset Printers Private Limited
(COPPL) at consideration of ^ 8.00 crores. Details of Guarantees
and Investments covered under the provisions of Section 186 of
the Act are given in the notes to financial statements forming
part of the Annual Report.

RELATED PARTY TRANSCTIONS

All related party transactions that were entered into during
the financial year were on an arm’s length basis and were in
the ordinary course of business. There were no materially
significant related party transactions made by the Company
with Promoters, Directors, Key Managerial Personnel or
other designated persons which might have potential conflict
with the interest of the Company at large. Accordingly, the
disclosure of related party’s transactions as required under
section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is
not applicable. All Related Party Transactions and subsequent
material modifications are placed before the Audit Committee
for its review and approval. Omnibus approval was obtained
on a yearly basis for transactions which are of repetitive
nature. Transactions entered pursuant to omnibus approval
are placed before the Audit Committee and the Board, for
review on a quarterly basis. None of the Directors has any

pecuniary relationship or transactions vis-a-vis the Company
except remuneration drawn by self or their relative in the
capacity of the Director or otherwise and sitting fees. Details
of all related party transactions are mentioned in the notes
to financial statements forming part of the Annual Report. A
policy on dealing with related party transactions is available on
the website of the Company www.tcpl.in. The Policy intends to
ensure that proper reporting, approval and disclosure processes
are in place for all transactions between the Company and its
Related Parties

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013
and Listing Regulations, a structured questionnaire was
prepared after taking into consideration the various aspects
of the Board’s functioning, composition of the Board and its
Committees, culture, execution and performance of specific
duties, obligations, and governance.

The performance evaluation of the Independent Directors was
completed during the year under review. The performance
evaluation of the Chairman and the Non- Independent
Directors were carried out by the Independent Directors and
Non-Executive Director. The Board of Directors expressed their
satisfaction with the evaluation process. The separate meeting
of Independent Directors was held on May 28, 2024. The
determined criteria for performance evaluation were as follows:

i. Attendance.

ii. Willingness to spend time and effort to know more about
the Company and its business.

iii. Contribution towards business development, management
of affairs of Company, corporate governance.

iv. Contribution to developments of various Policies such as
Remuneration Policy, Board’s Diversity Policy, Related
Party Transaction Policy & Vigil Mechanism Policy

v. Sharing knowledge and experience for the benefit of the
Company.

vi. Following up matters whenever they have expressed their
opinion.

vii. Updated with the latest developments in areas such as
corporate governance framework and financial reporting
and in industry and market conditions.

viii. Achievement of business plans, labour relations, litigation,
attrition level of employees, compensation policy, vigil
mechanism, establishment and implementation of internal
control system etc.

The familiarizing programme for the independent directors
of the Company, regarding their roles, rights, responsibilities
in the Company, nature of the industry in which the Company
operates, business model of the Company, etc. was duly
conducted. The details of familiarization programme are
disclosed on the website of the Company www.tcpl.in.

EMPLOYEES STOCK OPTIONS (ESOPs)

The Members of the Company had passed resolutions at the 34^th
Annual General Meeting held on August 10^th 2022 and approved
the TCPL Packaging Employee Stock Option Plan 2022 (“TCPL-
ESOP 2022”/ “Plan”) and also approved the resolution to acquire
equity shares by way of secondary acquisition through Trust,
to or for the benefit of Eligible Employees under TCPL-ESOP
2022, not exceeding, at any time, 3% of the paid-up equity share
capital of the Company, in one or more tranches, at such price
and on such terms and conditions as may be fixed or determined
by the Committee.

Pursuant to the applicable provisions of the Act and the Securities
and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 read with erstwhile
regulation, the Company has set up a ‘TCPL ESOP Trust (“Trust”)
for implementation of the said Scheme.

The Trust acquires shares and holds them for the benefit of
the employees and issues them to eligible employees as per
the recommendations of the Nomination and Remuneration
Committee.

During the financial year 2022-23, the Nomination and
Remuneration Committee granted 13,306 Stock Options
in First Tranche to eligible employees. The Options granted
under TCPL ESOP 2022 vests in 4 instalments on the expiry
of 12 months, 24 months, 36 months and 48 months from the
date of grant. The options may be exercised on any day over a
period of four years from the date of vesting and during the year
under review. the Nomination and Remuneration Committee,
at its meeting held on March 27, 2025, subject to approval of
Board Directors and members of the Company, granted 11321
stock options in Second Tranche to the eligible employees of
the Company, subsidiary company and group company at the

same exercise price of ^ 1623.80 per option, with the following
vesting schedule

Time Period	% of Options to be vested
On completion of 2 years from the grant date	35% of options granted
On completion of 3 years from the grant date	35% of options granted
On completion of 4 years from the grant date	30% of options granted

The options can be exercised on any day over a period of five
years from the date of vesting. The said proposal tantamount to
revision in the existing ESOP scheme. The Board of Directors
carefully reviewed and noted that revision in the scheme i.e.
change in exercise price, vesting period and extending the
scheme to the employees of group companies is not detrimental
to the employees of the Company and recommended the
revision in scheme to the members of the Company. These
changes are specifically designed to further motivate and retain
the employees, ensuring that the company remains competitive
in attracting and holding onto talent.

A resolution seeking approval for the proposed revisions to
the TCPL-ESOP 2022 is included in the Notice for the ensuing
Annual General Meeting (AGM). In compliance with the
Listing Regulations, the necessary information related to these
revisions is provided in the annexure to the Notice

Please refer note no. 48 of Notes forming part of Standalone
Financial Statements for further disclosures on ESOPs. Your
Company has received the certificate from the Secretarial
Auditor of the Company certifying that the ESOP scheme is
implemented in accordance with the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat

Equity) Regulations, 2021 and is in accordance with the
resolution passed by the members of the Company. The
certificate would be placed at the Annual General Meeting for
inspection by members.

The applicable disclosures as stipulated under Securities and
Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014 as on March 31, 2025 with regard to the
TCPL-ESOP 2022 are provided as Annexure to this Report and
is also available on the Company’s website viz., www.tcpl.in.

Annexure

Disclosure pursuant to Regulation 14 of the
Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity)
Regulations, 2021 for the year ended March 31, 2025.

A) Relevant disclosures in terms of the accounting standards
prescribed by the Central Government in terms of section
133 of the Companies Act, 2013 (18 of 2013) including the
‘Guidance note on accounting for employee share-based
payments’ issued by ICAI or any other relevant accounting
standards in that regard from time to time are disclosed
in Note no. 48 of Notes forming part of the Standalone
Financial Statements.

B) Diluted EPS on issue of shares pursuant to all the schemes
covered under the regulations shall be disclosed in
accordance with ‘Accounting Standard 20 - Earnings Per
Share’ issued by Central Government or any other relevant
accounting standards as issued from time to time. This
has been disclosed in Note no. 48 forming part of the
Standalone Financial Statements.

C) Description of TCPL ESOP 2022

(i) Description of each ESOP that existed at any time during the year
Date of Shareholders’ approval	August 10, 2022.
Total number of options approved under TCPL ESOP - 2022	2,73,000 employee stock options or up to 3% of the paid-up equity share capital of the Company, whichever is higher
Vesting requirements	The Options granted to any Employee shall vest within the vesting period in the manner as set forth in the grant letter subject to maximum period of 4 years from the date of grant. There shall be a minimum period of one year between the grant of options and vesting of options subject to terms TCPL ESOP - 2022 in respect of option granted under Tranche 1.

	Exercise price or pricing formula	Exercise price for options granted is K 1623.80
	Maximum term of options granted	4 years from the respective date of option granted
	Source of shares (primary, secondary or combination)	Secondary Market
	Variation in terms of options	None
(ii)	Method used to account for ESOS	Fair Value Method for valuation of the Options as prescribed under Ind AS 102.
(iii)	Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.	Not applicable, as the fair value method has been adopted for accounting ESOP expenses.
(iv)	Option movement during the year:
	Number of options outstanding at the beginning of the period	12151 options were outstanding at the beginning of the period out of First Tranche
	Number of options granted during the year	11321 during the Second Tranche
	Number of options forfeited / lapsed during the year	464 options lapsed out of First Tranche due to cessation of employment and were re-granted to eligible employees.
	Number of options vested during the year	3703 options were vested out of First Tranche
	Number of options exercised during the year	1898 options are exercised during the year out of First Tranche
	Number of shares arising as a result of exercise of options	1898 shares are debited from Trust account and credited to the respective demat account of employees
	Money realized by exercise of options (INR), if scheme is implemented directly by the company	The Scheme is implemented by TCPL ESOP Trust and an amount of K 3081972.40 was realized by exercise of options.
	Loan repaid by the Trust during the year from exercise price received	K 26.96 Lakhs
	Number of options outstanding at the end of the year	21110 options
	Number of options exercisable at the end of the year	1805 options are exercisable at the end of year
(v)	Weighted-average exercise prices and	Weighted average exercise price: K1,623.80
	weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.	The exercise price equals the fair value of the share on the grant date. The fair values of option are as below, with the vesting date shown in brackets:
		Tranche I Tranche II
		K 454.20 K 3061.02 (December 6, 2023) (March 28, 2027) K 612.90 K 3154.78 (December 6, 2024) (March 28, 2028) K 733.00 K 3240.87 (December 6, 2025) (March 28, 2029)
		K 829.30 (December 6, 2026

(vi) Employee-wise details of options granted during the year ended on March 31, 2025:

1	Senior Management Personnel
	Name of Employee	No. of Options
i	Mr. S G Nanavati Executive Director (Key Managerial Personnel)	364
ii	Mr. Jitendra Jain Chief Financial Officer (Key Managerial Personnel)	345
iii	Mr. Harish Anchan Company Secretary (Key Managerial Personnel)	145
2	Employees who were granted, during any one year, Options amounting to 5% year:- None	or more of the Options granted during the
3	Identified employees who were granted Option, during any one year equal to ( warrants and conversions) of the Company at the time of grants:- None	or exceeding 1% of the issued capital (excluding outstanding

(vii) A description of the method and significant assumptions used during the year to estimate the fair value of
options including the following information:

The Securities Exchange Board of India (SEBI) has prescribed two methods to account for employee stock options viz. 1. the intrinsic value method, and 2. the fair value method. The company adopts the fair value method to account for the stock options it grants to the employees. Intrinsic value is the amount, by which the quoted closing market price of the underlying shares as on the date of grant exceeds the exercise price of the option. The fair value of the option is estimated on the date of grant using Black Scholes options pricing model with assumptions as below:
a)	the weighted-average values of share price,	^1,623.80
	exercise price,	^1,623.80
	expected volatility,	47% p.a.
	expected option life,	2.25 - 4.26 years
	expected dividends,	0.49% p.a.
	the risk-free interest rate and any other inputs to the model;	6.18% p.a.
b)	the method used and the assumptions made to incorporate the effects of	The fair value method is used to evaluate the cost. Early exercise
	expected early exercise;	is not allowed.
c)	how expected volatility was determined, including an explanation of the	The expected volatility is based on historical movement of the
	extent to which expected volatility was based on historical volatility; and	company’s share prices for 3 years before the grant date.
d)	whether and how any other features of the options granted were	The market condition has been incorporated using the Black-
	incorporated into the measurement of fair value, such as a market condition.	Scholes option pricing formula.

The impact of the fair value method on the net profit and on
basic and diluted EPS is tabulated below

Net Profit / (Loss)	? In lakhs 13774.61
Add / (Less): Stock based employee compensation (intrinsic value)	-
Add / (Less): Stock based compensation expenses determined under fair value method for the grants issued	(54.06)
Net Profit / (Loss) (proforma)	13720.55
Basic earnings per share (as reported)	151.37
Basic earnings per share (proforma)	151.00
Diluted earnings per share (as reported)	151.37
Diluted earnings per share (proforma)	151.00

Details related to ESPS Not applicable

Details related to SAR Not applicable

Details related to GEBS/ RBS Not applicable

Details of the Company’s Employees’ Welfare Trust:

The details inter-alia, in connection with transactions made
by the Trust meant for the purpose of administering the TCPL
ESOP 2022 are as under:

i. General Information of the Trust

Name of the Trust	TCPL ESOP Trust
Details of the Trustee(s)	Mr. Manoj Kumar Mr. Vivek Dave
	Mr. Vivek Poddar
Amount of loan/advance disbursed by Company / any Company in the group, during the year	2.63 Cr
Amount of loan outstanding (repayable to Company / any Company in the group) as at the end of the year	2.37 Cr.
Amount of loan, if any, taken from any other source for which Company / any Company in the group has provided any security or guarantee	NIL
Any other contribution made to the Trust during the year	NIL

ii. Brief details of transactions in shares by the
T_rust •

Number of shares held at the beginning of the year Number of shares acquired during the year through secondary acquisition, also as a percentage of paid up equity capital as at the end of the previous financial year, along with information on weighted average cost of acquisition per share	22228 NIL
Number of shares transferred to the employees / sold along with the purpose thereof	1898
Number of shares held at the end of the year	20330

iii. In case of secondary acquisition of shares by the
Trust •

Number of shares	As a percentage of paid-up equity capital as at the end of the year immediately preceding the year in which shareholders’ approval was obtained
Held at the beginning of the year	22228
Acquired during the year	Nil
Sold during the year	NIL
Transferred to the employees during the year	1898
Held at the end of the year	20330

POLICY FOR SELECTION,
APPOINTMENT AND REMUNERATION
OF DIRECTORS INCLUDING CRITERIA
FOR THEIR PERFORMANCE
EVALUATION

The Company has adopted a “Nomination & Remuneration
Policy” which inter-alia includes Company’s policy on Board
Diversity, selection, appointment and remuneration of
directors, criteria for determining qualifications, positive
attributes, independence of a director and criteria for
performance evaluation of the Directors. The Policy broadly
lays down the guiding principles, philosophy, and basis for
payment of remuneration to Executive and Non-executive
Directors, key managerial personnel, senior management and
other employees. The Nomination & Remuneration Policy of
the Company has been posted on the website of the Company
www.tcpl.in.

VIGIL MECHANISM/WHISTLE
BLOWER POLICY

The Company has a Vigil Mechanism Policy for directors
and employees to report concerns about unethical behavior,
actual or suspected fraud or violation of the Company’s code
of conduct or ethics Policy. This mechanism provides adequate
safeguards against victimization of directors/employees to deal
within stance of fraud and mismanagement, if any. The Vigil
Mechanism Policy inter alia provides a direct access to the
Complainant to the Chairman of the Audit Committee of the
Company. The Vigil Mechanism Policy of the Company is also
posted on the Company’s website www.tcpl.in.

RISK MANAGEMENT

The Company, being a manufacturer of packaging materials,
is always exposed to the general risks such as government
regulations and policies, statutory compliances and economy
related risks as well as market related risks. The Company
from time to time identifies such risks and has put in its place
appropriate measures for mitigating such risks. The Company’s
approach to addressing business risks is comprehensive and
includes periodic review of such risks and a framework for
mitigating controls and reporting mechanism of such risks. The
Risk Management Committee reviews the significant risks and
decisions that could have a material impact on the Company.
These reviews consider the level of risk that the Company is
prepared to take in pursuit of the business strategy and the
effectiveness of the management controls in place of mitigating
the risk exposure.

The Company’s internal control systems are commensurate
with the nature of its business and the size and complexity
of its operations. These are routinely tested by Statutory as
well as Internal Auditors and cover all offices, factories and
key business areas. Significant audit observations and follow¬
up actions thereon are reported to the Audit Committee. The
Audit Committee reviews adequacy and effectiveness of the
Company’s internal controls environment and monitors the
implementation of audit recommendations, including those
relating to strengthening of the Company’s risk management
policies and systems.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of
Insider Trading as amended from time to time with a view to
regulate trading in securities by the Directors and designated
employees of the Company. The Code requires pre-clearance
for dealing in the shares and prohibits the purchase or sale of
shares of the Company, by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period
when the Trading Window is closed. The Board is responsible
for implementation of the Code. All the Directors and the
designated employees have confirmed compliance with the
Code.

BUSINESS RESPONSIBILITY
SUSTAINABILITY REPORT

The business responsibility report describing the initiatives
taken by the Company from an environmental, social and
governance perspective is annexed which forms an integral
part of this Report.

SEXUAL HARASSMENT POLICY

The Company has in place Sexual Harassment Policy in line
with the requirements of The Sexual Harassment of Women
at the Workplace (Prevention, Prohibition & Redressal) Act,
2013. Internal Complaints Committee (ICC) has been set up to
redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are
covered under this policy.

The following is a summary of sexual harassment complaints
received and disposed of during the year 2024-25:

a) No of complaints received: Nil

b) No of complaints disposed of: N.A.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read
with Companies (Management and Administration) Rules,
2014, the Annual Return of the Company in Form MGT-7 has
been placed on the Company’s website www.tcpl.in.

INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

A detailed disclosure with regard to the IEPF during the year
under review forms part of the Report on Corporate Governance.

MATERIAL CHANGES / SIGNIFICANT
REGULATORY OR COURT ORDERS

There were no material changes and commitments affecting the
financial position of the Company which occurred between the
end of the financial year to which this financial statement relates
on the date of this Annual Report. During the financial year,
there was no amount proposed to be transferred to Reserves.
There are no significant and material orders passed by the
regulators or Courts or Tribunals which can adversely impact
the going concern status of the Company and its operations in
future during the financial year.

RESPONSES TO QUALIFICATIONS,
RESERVATIONS, ADVERSE REMARKS
& DISCLAIMERS MADE BY THE
STATUTORY AUDITORS AND THE
SECRETARIAL AUDITORS

There are no qualifications, reservations, adverse remarks, and
disclaimers of the Secretarial Auditor on compliances or of the
Statutory Auditors in their report on Financial Statements
for the Financial Year 2024-25. The Secretarial Audit Report
for Financial year 2024-25 forms part of Annual Report as
Annexure to the Board’s Report.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public
within the meaning of Section 73 and 76 of the Companies Act,
2013 and Rules made thereunder.

SHARE CAPITAL

The Authorized Share Capital of the Company stands increased
from Rupees Ten Crores to Rupees Twenty Four Crores in view
of Authorized Share Capital of Rupees Fourteen Crores of
TCPL Innofilms Private Limited (Transferor Company) getting

transferred and combined with Authorized Share Capital of
TCPL Packaging Limited (Transferee Company) vide clause
11 of the scheme of amalgamation of TCPL Innofilms Private
Limited with TCPL Packaging Limited approved pursuant
to Order passed by Hon. National Company Law Tribunal-
Mumbai Bench on June 25, 2024. As such, on March 31, 2025,
the authorised share capital of the Company is Rs.24.00 crores
divided into 2,40,00,000 equity shares of Rs. 10/- each and the
paid-up equity share capital is Rs.9.10 crores comprising of
91,00,000 equity shares of Rs. 10 each fully paid up. There was
no change in the paid-up share capital during the year under
review. The Company does not have any outstanding paid-up
preference share capital as on the date of this Report. During
the year under review, the Company has not issued any shares
with differential voting rights or sweat equity or warrants.

INTEGRATED REPORT

The Company has voluntarily provided Integrated Report, which
encompasses both financial and non-financial information
to enable the Members to take well-informed decisions and
have a better understanding of the Company’s long-term
perspective. The Report also touches upon aspects such as
organization’s strategy, governance framework, performance
and prospects of value creation based on the six forms of capital
viz. Natural Capital, Financial capital, Human capital, Social
and Relationship capital, Intellectual Capital and Manufactured
Capital.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial
statements for the year ended on March 31, 2025 has been
prepared in accordance with the Indian Accounting Standards
(Ind AS) notified under Section 133 of the Companies Act,
2013 (hereinafter referred to as “the Act”) read with the
Companies (Accounts) Rules, 2014 as amended from time
to time. Your Company has consistently applied applicable
accounting policies during the year under review. Management
evaluates all recently issued or revised accounting standards
on an ongoing basis. The Company discloses consolidated and
standalone financial results on a quarterly basis which are
subjected to limited review and publishes consolidated and
standalone audited financial results on an annual basis. There
were no revisions made to the financial statements during the
year under review.

The estimates and judgements relating to the financial
statements are made on a prudent basis, to reflect in a true
and fair manner, the form and substance of transactions and
reasonably present the Company’s state of affairs, profits and
cash flows for the year ended March 31, 2025. The Notes to the
Financial Statements form an integral part of this Report.

Disclosures of transactions of the Company with any person
or entity belonging to the promoter/promoter group which
hold(s) 10% or more shareholding in the Company, in the format
prescribed in the relevant accounting standards for annual
results is detailed in the notes to accounts and not repeated
here.

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

The Management Discussion and Analysis Report on the
operations of the Company, as required under the Listing
Regulations is provided in a separate section and forms an
integral part of this Report.

PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

There are 2419 employees on the Company’s payroll as of
March 31, 2025.

In terms of the provisions of 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, as
amended, a statement showing the names and other particulars
of the top ten employees in terms of remuneration drawn and
employees drawing remuneration in excess of the limits set out
in the said rule’s forms part of this Report.

Disclosures relating to remuneration and other details as
required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are also provided in the
Annual Report, which forms part of this Report. None of the
wholetime / executive directors and the managing director,
draw any commission or remuneration from subsidiary
company. Thereby, no disclosure is required under Section
197(14) of the Act.

Having regard to the provisions of the first proviso to Section
136(1) of the Act, the Annual Report excluding the aforesaid
information is being sent to the members of the Company. The
said information is available for inspection at the registered
office of the Company during working hours and any member
interested in obtaining such information may write to the
Company Secretary and the same will be furnished on request.

The Company takes pride in the commitment, competence, and
dedication of its employees in all areas of the business. The
Company has a structured induction process at all the units and
management development programs to upgrade the skills of the
manager. Objective appraisal systems based on key result areas
(KRAs) are in place for senior management staff.

CONSERVATION OF ENERGY,
TECHNOLOGICAL ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND
OUTGO

A. Conservation of Energy

Steps taken or impact on conservation of energy:

The Company is making continuous efforts on an ongoing
basis for energy conservation by adopting innovative
measures to reduce wastage and optimize consumption.
Some of the specific measures undertaken by the Company
in this direction at its units located at Silvassa, Haridwar,
Goa and Guwahati are as under:

1. Installation of Energy efficient compressor with heat
recovery having lower specific energy consumption
for generation of compressed air.

2. Installation of Energy efficient fans in humidification
plants.

3. Installation of LED Lights and conversion of
conventional choke enabled lights to power saving
LED lights.

4. Addition of Variable Frequency Drive for humidifier
blower motor, cooling tower fan motor, cooling
tower water pump, Reverse Osmosis plant pump and
reducing the speed without affecting the performance
resulting into power saving.

5. Replacement of V belts by composite V belts, thereby
reducing the transmission losses and increasing the
efficiency of the Equipment’s.

6. Electronics based power factor controllers are placed
to save energy.

These measures have led to power saving, reduced
maintenance time and cost, improved hygienic condition
and consistency in quality and improved productivity.

Your directors are considering investing in creating more
such capacities in the current year.

B. Technology Absorption

As explained in the Management Discussion analysis the
Company has installed solar panels on the rooftop which

has been very successfully commissioned. Further there
is continuous effort to replace older technology with newer
ones, saving energy and enhancing efficiency.

FOREIGN EXCHANGE EARNINGS AND
OUTGO

Foreign Exchange Earned ^ 604.13 crores

Foreign Exchange Outgo ^ 232.11 crores

INTERNAL FINANCIAL CONTROLS
WITH RESPECT TO FINANCIAL
STATEMENTS

Your Company remains committed to improve the effectiveness
of internal financial controls and processes which would help in
efficient conduct of its business operations, ensure security to its
assets and timely preparation of reliable financial information.
The internal financial controls with reference to the Financial
Statements are adequate in the opinion of the Board of Directors.
The Company has a proper system of internal controls to ensure
that all assets are safeguarded and protected against loss
from unauthorized use or disposition and that transactions
are authorized, recorded, and reported correctly. The internal
control is supplemented by an extensive programme of internal,
external audits and periodic review by the Management. This
system is designed to adequately ensure that financial and other
records are reliable for preparing financial information and
other data and for maintaining accountability of assets.

The Audit Committee of the Board of Directors actively
reviews the adequacy and effectiveness of the internal control
systems and suggests improvements to strengthen the same.
The Statutory Auditors and the Internal Auditors are invited
to attend the Audit Committee Meetings and present their
observations on adequacy of internal financial controls and the
steps required to bridge gaps, if any. There are no observations
of Statutory Auditors as well as Internal Auditors.

PROCEEDINGS UNDER INSOLVENCY
AND BANKRUPCY CODE, 2016

No application has been made under the Insolvency and
Bankruptcy Code. The requirement to disclose the details
of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during
the year along with their status as at the end of the Financial
Year is not applicable. The requirement to disclose the details

of difference between amount of the valuation done at the time
of one-time settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons
thereof, is not applicable.

STATUTORY AUDITORS

M/s. Singhi & Co., Chartered Accountants, Firm Registration
No. 302049E were re-appointed as Statutory Auditors of the
Company for second term of five consecutive years at the 34^th
Annual General Meeting (AGM) of the Members held on August
10, 2022, until the conclusion of the 39^th AGM of the Company.

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

SECRETARIAL AUDITOR

M/s VKM & Associates, Practicing Company Secretaries, were
appointed to conduct the Secretarial Audit of the Company
for the financial year 2024-25, as required under Section 204
of the Companies Act, 2013 and rules made thereunder. The
Secretarial Audit Report for Financial year 2024-25 forms part
of Annual Report as Annexure to the Board’s Report. Pursuant
to Regulation 24A of Listing Regulations read with SEBI Master
Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated
July 11, 2023, the Annual Secretarial Compliance Report of
the Company is uploaded on the website of the Company at
www.tcpl.in. The Secretarial Audit Report and Secretarial
Compliance Report for the financial year 2024-25, do not
contain any qualification, reservation, or adverse remark.
During the year under review, the Company has also complied
with the Secretarial Standards as amended and applicable to
the Company.

COST RECORDS AND AUDIT

Pursuant to provisions of Section 148 of the Act read with the
Companies (Audit and Auditors) Rules, 2014, as amended from
time to time, your Company is required to maintain cost records.
Accordingly, the Company has prepared and maintained cost

accounts and records for the Financial Year 2023-24, as per
sub-section (1) of Section 148 of the Companies Act, 2013 and
the Companies (Cost Records and Audit) Rules, 2014.

The Shareholders of the Company at the 36^th Annual General
Meeting (“AGM”) held on July 30, 2024, had ratified the
remuneration payable to the Cost Auditors in terms of
Rule 14 of the Companies (Audit & Auditors) Rules, 2014.
The Board of Directors, on the recommendation of Audit
Committee, has re-appointed M/s Kewlani & Associates, Cost
and Management Accountants as the Cost Auditors of the
Company for the Financial Year 2025-26, for all the applicable
products, pursuant to the provisions of Section 148 of the
Companies Act, 2013 and the Companies (Cost Records and
Audit) Rules, 2014.The members are requested to ratify the
remuneration payable to the Cost Auditors at the ensuing 37^th
Annual General Meeting, in terms of Rule 14 of the Companies
(Audit & Auditors) Rules, 2014. The Cost Auditors’ Report do
not contain any qualifications, reservations, adverse remarks or
disclaimers and no frauds were reported by the Cost Auditors to
the Company under sub-section (12) of Section 143 of the Act.

ACKNOWLEDGMENT

Your directors take this opportunity to place on record their
warm appreciation for the valuable contribution, untiring
efforts and spirit of dedication demonstrated by the employees
and officers at all levels, in the sure and steady progress of the
Company. Your directors wish to record their appreciation to all
the lenders namely Bank of Baroda, Axis Bank Limited, ICICI
Bank Limited, Citi Bank, RBL Bank Limited, DBS Bank India
Limited, Yes Bank Limited and Bajaj Finance Limited for their
continued support and timely assistance in providing working
capital and long-term fund requirements.

For and on Behalf of the Board of Directors of
TCPL Packaging Limited

K K Kanoria

Place: Mumbai Executive Chairman

Date: May 30, 2025 DIN:00023328

---

Mar 31, 2024

The directors have pleasure in submitting the Thirty Sixth Annual Report along with Audited Financial Statement for the Financial Year ended on 31^st March 2024.

FINANCIAL RESULTS

Your Company''s performance during the Financial Year 2023-24 is summarized below:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	Year	Year	Year	Year
	2023-24	2022-23	2023-24	2022-23
Sales	145,821.24	140,001.42	151,277.95	144,220.56
% Increase over previous year	4.16	32.59	4.89	35.37
Other Income	3,959.25	4,182.24	3,917.38	4,229.55
Net Sales including Other Income	149,780. 40	144,183.66	155,195.33	148,450.11
EBITDA	26,084.56	24,565.37	26,199.89	24,560.95
EBITDA % of Net Sales	17.89	17.55	17.32	17.03
From which have been deducted:
Interest / Finance Charges	5,214.03	4,362.27	5,585.10	4,736.57
Leaving a cash profit of	20,870.53	20,203.10	20,614.79	19,824.38
Depreciation	6,766.32	6,094.60	7,156.56	6,393.64
Profit Before Tax and Exceptional Items	14,104.21	14,108.50	13,458.23	13,430.74
Exceptional Items	-	1,727.73	-	1,727.73
Profit Before Tax	14,104.21	15,836.23	13,458.23	15,158.47
Provision for Tax	3,595.25	3,825.00	3,595.25	3,825.00
Current tax of earlier years	(7.71)	(43.58)	(7.71)	(43.58)
Provision for Deferred Taxation	(137.20)	300.73	(266.03)	333.04
Profit After Tax	10,653.87	11,754.08	10,136.72	11,044.01
Other Comprehensive Income/ (Loss)	(131.71)	(26.57)	(126.70)	(20.52)
Leaving a balance of	10,522.16	11,727.51	10,010.02	11,023.49

DIVIDEND

As per the Dividend Policy of your Company, your directors recommend a dividend of '' 22 per equity share as against a dividend of '' 20 per equity share for the previous year. Your directors are pleased to inform that the proposed dividend is once again the highest dividend the Company has paid in its history. This year marks the twenty fourth year of continuous dividend payout for the Company. The pay-out on account of dividend amounts to '' 2,002 lakhs, and this corresponds to 19.75% of the consolidated profit.

Dividend, if approved by the Members in the ensuing Annual General Meeting, would be subject to deduction of tax at source as per provisions of Income Tax Act, 1961, as applicable.

The Board of Directors of your Company has approved and adopted the dividend distribution policy of the Company and dividend declared/recommended are in accordance with the said Policy. In terms of the policy, equity shareholders of the Company may expect Dividend if the Company has surplus funds and after taking into consideration relevant internal and external factors enumerated in the policy for declaration of dividend. The policy also enumerates that the Company would endeavour to maintain a total dividend pay-out ratio around 20% of the consolidated Profits after Tax (PAT) of the Company in any Financial Year. The dividend distribution policy is available on the weblink https://www.tcpl.in/wp-content/uploads/2021/05/Dividend-Distribution-Policy.pdf

WORKING REVIEW

The Company has achieved a revenue growth of 4.89 % on consolidated basis, compared to the previous year, achieving turnover of '' 1,512.78 Crores. The standalone revenues increased by 4.16 % compared to the previous year, achieving turnover of '' 1,458.21 Crores. The growth in revenue of the Company during the year under review has been impacted by slowdown in the growth of consumer products and reduction of prices on account of lower feedstock rates.

Furthermore, we are pleased to highlight the remarkable growth in our exports, which rose by 25.51% to reach '' 460.22 crores for the year ended 31^st March 2024, as against '' 366.69 crores in the previous year ended 31^st March 2023.

We are also pleased to report that our EBITDA margin as a percentage of sales has improved significantly. On a consolidated basis, the margin increased and stood at 17.32%, while on a standalone basis, it is 17.89% during the year, as compared to 17.03% and 17.55 % respectively in the previous year.

The Company also have continuously been adding new customers and strengthening the market share, resulting in the sales growth mentioned earlier. Furthermore, our efforts on stringent cost control measures, enhanced product mix and focus on reducing process wastage have contributed to the achievement of healthy margins.

The packaging industry continues to witness growth, driven by factors such as growing population and GDP, resulting in higher consumption besides growth in the e-commerce segments, and exports. Your Company is well-positioned to capitalize on these opportunities with its focus on sustainable packaging solutions and diversified product portfolio. The Company''s technological advancements, geographical reach, and strong governance practices provide a solid foundation for future growth.

FUTURE PROSPECTS

We are pleased to inform that operations of Creative Offset Printers Private Limited ("COPPL") have witnessed a considerable improvement since the takeover, though it is still struggling and not up to expectations, particularly from profitability point of view. With the increasing demand for premium rigid box packaging for electronics and mobile phones as well as decorative and premium gift packaging for the consumer industry, this unit has very good prospects and your management is confident to achieve its targets soon.

It is noteworthy that there has been a noticeable shift in the sentiment of the western world, favoring a move away from authoritarian nations such as Russia and China. This shift in sentiment presents a compelling opportunity for Indian exports. The "China 1" strategy, which involves diversifying supply chains away from sole dependence on China, is gaining traction. Companies and countries are actively exploring alternatives and seeking new trade partnerships.

Overall, the Company''s proactive approach in exploring and leveraging opportunities arising from the shift in sentiment and the "China 1" policy will position the Company well for sustained growth and success in the future.

Considering the positive outlook of the packaging industry and the strategic moves made by the Company, the directors'' confidence in the Company''s performance in the coming years is well-founded. However, it''s important to note that market conditions can be subject to changes, and the Company will need to continuously adapt and innovate to maintain its competitive edge.

Overall, with its strong market position, focus on sustainability, expanded production capacity, strategic acquisitions, technological advancements, and efficient cost management, the Company is well-equipped to thrive and achieve sustained growth in the future.

DIRECTORS

During the year Mr. Atul Sud, Mr. Sudhir Merchant, and Mr. Rabindra Jhunjhunwala ceased to be Directors, upon completion of the second term of their appointment as Independent Directors of the Company, on 31^st March 2024. The Board places on record its sincere appreciation for the remarkable support and guidance provided by them during their tenure on the Board of the Company.

The Board, based on the recommendations of the Nomination and Remuneration Committee, appointed Mr. Sanjiv Anand, and Mr. Tarang Jain, as an Additional Directors to hold Office of Independent Director for a period of 5 years effective from 23^rd November 2023. The consent of members of the Company was duly obtained through notice of postal ballot dated 23^rd November 2023.

The Board, based on the recommendation of Nomination and Remuneration Committee re-appointed Mrs. Deepa Harris, as Independent Director for second term of five years commencing from 1^st April 2024 and appointed Mr. Ashish Razdan, as an Additional Director to hold the Office of Independent Director for a term of five years commencing from 21^st March 2024. The consent of members of the Company was duly obtained through notice of postal ballot dated 21^st March 2024.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mr. S G Nanavati, and Mr. Vidur Kanoria, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The Board, based on the recommendation of the Nomination and Remuneration Committee recommends their re-appointment for the consideration of the Members of the Company at this Annual General Meeting.

The Board, re-appointed Mr. K K Kanoria, as Executive Chairman, Mr. Saket Kanoria, as Managing Director, and Mr. Akshay Kanoria as Executive Director for term of three years commencing from 1^st October 2024.

The above re-appointments and their terms are as recommended by the Nomination and Remuneration Committee, subject to approval of members of the Company at the ensuing Annual General Meeting of the Company. The information of Mr. K K Kanoria, Mr. Saket Kanoria, Mr. Akshay Kanoria, Mr. S G Nanavati and Mr. Vidur Kanoria as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (herein after referred to as Listing Regulations) are provided in annexure to the Notice.

All Independent Directors of the Company have given declarations 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 Listing Regulations and that their names are registered in the data bank as per Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct. In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to the Directors Responsibilities Statement, it is hereby confirmed: -

(a) In the preparation of the annual financial statement for the year ended 31^st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(b) 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 at the end of the financial year and of the profit and loss of the Company for that year.

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

(d) The directors have prepared the annual accounts on a going concern basis.

(e) The directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

The following persons are the Key Managerial Personnel in terms of Section 203 of the Companies Act, 2013:

Sr. No.	Name of the Person	Designation
1.	Mr. K. K. Kanoria	Executive Chairman
2.	Mr. Saket Kanoria	Managing Director
3.	Mr. Akshay Kanoria	Executive Director
4.	Mr. Vidur Kanoria	Executive Director
5.	Mr. S. G. Nanavati	Executive Director
6.	Mr. Jitendra Jain	Chief Financial Officer
7.	Mr. Harish Anchan	Company Secretary

NUMBER OF BOARD MEETINGS

During the year under review 5 (five) meetings of the Board of Directors of the Company were held on 26^th May 2023, 4^th August 2023, 8^th November 2023, 5^th February 2024 and 21^st March 2024. The details of the number of meetings of the Board held during the Financial Year 2023-24 and the attendance therein form part of the Report on Corporate Governance. In view of directive issued by Ministry of Corporate Affairs and the Securities and Exchange Board of India, measures were taken to ensure security of information and confidentiality of process, and at the same time, ensuring convenience of the Board members, in respect of virtually convened Meetings. The Company Secretary and the Chairman of the meeting(s) ensured that all the applicable provisions related to the holding of meetings through video conferencing were complied with for such virtual meetings. During the year under review, the Board accepted all recommendations made to it by its various Committees.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review the Company subscribed for 1,54,508 equity shares of Creative Offset Printers Private Limited (COPPL) offered by it on a rights basis and also acquired balance 82,400 shares from the former promoters of COPPL. As a result of the acquisition of all the shares from the former promoters, COPPL has become a wholly owned subsidiary Company. The separate audited financial statements in respect of each of the subsidiaries are also available on the website of the Company at www.tcpl.in TCPL Innofilms Private Limited and TCPL Middle East FZE continue to be wholly owned subsidiary of your Company. The Board has reviewed the affairs of its Subsidiaries. The Company does not have any associates or joint venture Companies.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

CORPORATE GOVERNANCE

It has always been the Company''s endeavor to operate in a fair and transparent manner with the highest standards of Corporate Governance. The Company complies with the requirements of Listing Regulations. A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Statutory Auditors confirming the compliance of conditions on Corporate Governance as stipulated in Listing Regulations is given as annexure to this effect.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 (8) of the Companies Act, 2013, the composition of the Audit Committee during the year under review was as under:

Sr. No.	Name	Position
1.	Mr. Atul Sud	Chairman - Independent Director
2.	Mr. Sudhir Merchant	Member - Independent Director
3.	Mr. Sunil Talati	Member - Independent Director

During the year 4 (four) Audit Committee Meetings were held on 26^th May 2023, 4^th August 2023, 8^th November 2023, and 5^th February 2024. The second consecutive term of re-appointment of Mr. Atul Sud and Mr. Sudhir Merchant as Independent Directors ended on 31^st March 2024. On cessation as Directors, as such, the Audit Committee has been re-constituted with effect from 1^st April 2024, comprising of following members:

Sr. No.	Name	Position
1.	Mr. Sunil Talati	Chairman - Independent Director
2.	Mr. Sanjiv Anand	Member - Independent Director
3.	Mr. Tarang Jain	Member - Independent Director

STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the provisions of Section 178(5) of the Companies Act, 2013, the composition of the Stakeholders Relationship Committee during the year under review, was as under:

Sr. No.	Name	Position
1.	Mr. Sudhir Merchant	Chairman - Independent Director
2.	Mr. Atul Sud	Member - Independent Director
3.	Mr. Rabindra Jhunjhunwala	Member - Independent Director

During the year 4 (four) meetings of the Stakeholders Relationship Committee were held on 25^th May 2023, 4^th August 2023, 8^th November 2023 and 5^th February 2024. The second consecutive term of re-appointment of Mr. Atul Sud, Mr. Sudhir Merchant and Mr. Rabindra Jhunjhunwala as Independent Directors ended on 31^st March 2024. On cessation as Directors, as such, the Stakeholders Relationship Committee has been re-constituted with effect from 1^st April 2024, comprising of following members:

Sr. No.	Name	Position
1	Mrs. Deepa Harris	Chairperson - Independent Director
2	Mr. Tarang Jain	Member - Independent Director
3	Mr. Ashish Razdan	Member - Independent Director

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178(1) of the Companies Act, 2013, the composition of the Nomination and Remuneration Committee during the year under review was as under:

Sr. No.	Name	Position
1.	Mr. Sudhir Merchant	Chairman - Independent Director
2.	Mr. Atul Sud	Member - Independent Director
3.	Mr. Sunil Talati	Member - Independent Director
4	Mr. Rabindra Jhunjhunwala	Member - Independent Director

During the financial year the Nomination and Remuneration Committee was held on 25^th May 2023, 8^th November 2023, and 21^st March 2024. The second consecutive term of re-appointment of Mr. Atul Sud, Mr. Sudhir Merchant and Mr. Rabindra Jhunjhunwala as Independent Directors ended on 31^st March 2024. On cessation as Directors, as such, the Nomination and Remuneration Committee has been re-constituted with effect from 1^st April 2024, comprising of following members:

Sr. No.	Name	Position
1.	Mr. Sunil Talati	Chairman - Independent Director
2.	Mr. Sanjiv Anand	Member - Independent Director
3.	Mr. Tarang Jain	Member - Independent Director

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

A policy on the CSR formulated by the CSR Committee is available at the website of the Company www.tcpl.in. The Company has spent adequately the amount required to be spent on CSR activities during the financial year. The required details of expenditure incurred under CSR Programs in the prescribed format is annexed to the Directors'' Report. The meeting of CSR Committee was held on 24^th May 2023.The composition of CSR Committee of the Company, during the year under review was as under:

Sr. No.	Name	Position
1.	Mr. Sudhir Merchant	Chairman - Independent Director
2.	Mr. Saket Kanoria	Member - Managing Director
3.	Mr. Rishav Kanoria	Member - Non-Executive Director

The second consecutive term of re-appointment of Mr. Sudhir Merchant as Independent Director ended on 31^st March 2024. On cessation as Director, as such, the Corporate Social Responsibility Committee has been re-constituted with effect from 1^st April 2024, comprising of following members:

Sr. No.	Name	Position
1.	Mrs. Deepa Harris	Chairperson- Independent Director
2.	Mr. Saket Kanoria	Member - Managing Director
3.	Mr. Rishav Kanoria	Member - Non-Executive Director

RISK MANAGEMENT COMMITTEE

The composition of the Risk Management Committee is in conformity with the requirements of Listing Regulations. The composition of the Committee during the year under review is as under:

Sr. No.	Name	Position
1	Mr. Rabindra Jhunjhunwala	Chairman - Independent Director
2	Mr. K K Kanoria	Member- Executive Chairman
3	Mr. Saket Kanoria	Member - Managing Director
4	Mr. Rishav Kanoria	Member - Non-Executive Director

During the financial year under review the Meeting of Risk Management Committee was held on 4^th August 2023 and 3^rd January 2024. The second consecutive term of re-appointment of Mr. Rabindra Jhunjhunwala as an Independent Director ended on 31^st March 2024 and on cessation as Director, as such, the Risk Management Committee has been re-constituted with effect from 1^st April 2024, comprising of following members:

Sr. No.	Name	Position
1	Dr. Andreas Blaschke	Chairman - Independent Director
2	Mr. Ashish Razdan	Member - Independent Director
3	Mr. K K Kanoria	Member - Executive Chairman
4	Mr. Saket Kanoria	Member - Managing Director
5	Mr. Rishav Kanoria	Member - Non-Executive Director

The Company has adopted a Risk Management Policy aimed to ensure resilience for sustainable growth and sound corporate governance by having a process of risk identification and management in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review the Company has not given any loans. However, the Company has given corporate guarantees towards borrowings made by its Wholly Owned Subsidiary Companies Creative Offset Printers Private Limited and TCPL Innofilms Private Limited, to their respective Bankers. During the year under review the Company also acquired 2,36,908 equity shares of Creative Offset Printers Private Limited (COPPL) at a cost of '' 12.03 crores. Details of Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to financial statements forming part of the Annual Report.

RELATED PARTY TRANSCTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which might have potential conflict with the interest of the Company at large. Accordingly, the disclosure of related party''s transactions as required under section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable. All related parties'' transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered pursuant to omnibus approval are placed before the Audit Committee and the Board, for review on a quarterly basis. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration drawn by self or their relative in the capacity of the Director or otherwise and sitting fees. Details of all related party transactions are mentioned in the notes to financial statements forming part of Annual Report A policy on dealing with related party transactions is available on the website of the Company www.tcpl.in. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations, and governance.

The performance evaluation of the Independent Directors was carried out during the year under review. The performance evaluation of the Chairman and the Non- Independent Directors were carried out by the Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process. A separate meeting of Independent Directors was held on 26^th May 2023. The determined criteria for performance evaluation were as follows:

i. Attendance.

ii. Willingness to spend time and effort to know more about the Company and its business.

iii. Contribution towards business development, management of affairs of Company, corporate governance.

iv. Contribution to developments of various Policies such as Remuneration Policy, Board''s Diversity Policy, Related Party Transaction Policy & Vigil Mechanism Policy

v. Sharing knowledge and experience for the benefit of the Company.

vi. Following up matters whenever they have expressed their opinion.

vii. Updated with the latest developments in areas such as corporate governance framework and financial reporting and in the industry and market conditions.

viii. Achievement of business plans, labour relations, litigation, attrition level of employees, compensation policy, vigil mechanism, establishment and implementation of internal control system etc.

The familiarizing programmes for the Independent directors of the Company, regarding their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. were duly conducted. The details of familiarization programme are disclosed on the website of the Company www.tcpl.in.

EMPLOYEES STOCK OPTIONS (ESOPs)

The Members of the Company had passed resolutions at the 34^th Annual General Meeting held on 10^th August 2022 and approved the TCPL Packaging Employee Stock Option Plan 2022 ("TCPL-ESOP 2022"/ "Plan") and also approved the resolution to acquire equity shares by way of secondary acquisition through Trust, to or for the benefit of Eligible Employees under TCPL-ESOP 2022, not exceeding, at any time, 3% of the paid-up equity share capital of the Company, in one or more tranches, at such price and on such terms and conditions as may be fixed or determined by the Committee.

Pursuant to the applicable provisions of the Act and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with erstwhile Regulation, the Company has set up a ''TCPL ESOP Trust ("Trust") for implementation of the said Scheme.

The Trust acquires shares and holds them for the benefit of the employees and issues them to eligible employees as per the recommendations of the Nomination and Remuneration Committee.

During the financial year 2022-23, the Nomination and Remuneration Committee granted 13,306 Stock Options to eligible employees. The Options granted under TCPL ESOP 2022 vests in 4 installments on the expiry of 12 months, 24 months, 36 months and 48 months from the date of grant. The options may be exercised on any day over a period of four years from the date of vesting.

Please refer note no. 48 of Notes forming part of Standalone Financial Statements for further disclosures on ESOPs. Your Company has received the certificate from the Secretarial Auditor of the Company certifying that the ESOP scheme is implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and is in accordance with the resolution passed by the members of the Company. The certificate would be placed at the Annual General Meeting for inspection by members.

The applicable disclosures as stipulated under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as on 31^st March 2024 with regard to the TCPL-ESOP 2022 are provided as Annexure to this Report and is also available on the Company''s website viz.,: www.tcpl.in.

Annexure

Disclosure pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 for the year ended 31^st March 2024.

A) Relevant disclosures in terms of the accounting standards prescribed by the Central Government in terms of section 133 of the Companies Act, 2013 (18 of 2013) including the ''Guidance note on accounting for employee share-based payments'' issued by ICAI or any other relevant accounting standards in that regard from time to time are disclosed in Note no. 48 of Notes forming part of the Standalone Financial Statements.

B) Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with ''Accounting Standard 20 - Earnings Per Share'' issued by Central Government or any other relevant accounting standards as issued from time to time. This has been disclosed in Note no. 48 forming part of the Standalone Financial Statements.

C) Description of TCPL ESOP 2022

(i)	Description of each ESOP that existed at any time during the year
	Date of Shareholders'' approval	August 10, 2022.
	Total number of options approved under TCPL ESOP - 2022	2,73,000 Equity Shares of face value of '' 10 each or 3% of the paid-up equity share capital of the Company, whichever is higher
	Vesting requirements	The Options granted to any Employee shall vest within the vesting period in the manner as set forth in the grant letter subject to maximum period of 4 years from the date of grant. There shall be a minimum period of one year between the grant of options and vesting of options subject to terms TCPL ESOP - 2022.
	Exercise price or pricing formula	Exercise price for Options granted during the year was '' 1,623.80
	Maximum term of options granted	4 years from the respective date of option granted
	Source of shares (primary, secondary or combination)	Secondary Market
	Variation in terms of options	None

(ii)	Method used to account for ESOS	Fair Value Method for valuation of the Options as prescribed under Ind AS 102.
(iii)	Where the Company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the Company shall also be disclosed.	Not applicable, as the fair value method has been adopted for accounting ESOP expenses.
(iv)	Option movement during the year:
	Number of options outstanding at the beginning of the period	13,306 options are outstanding at the beginning of the period
	Number of options granted during the year	Nil
	Number of options forfeited / lapsed during the year	983 options are lapsed due to cessation of employment
	Number of options vested during the year	2,661 options were vested
	Number of options exercised during the year	172 options are exercised during the year
	Number of shares arising as a result of exercise of options	172 shares are debited from Trust account and credited to the respective demat account of employees
	Money realized by exercise of options (INR), if scheme is implemented directly by the Company	The Scheme is implemented by TCPL ESOP Trust and an amount of '' 279,293.60 was realized by exercise of options
	Loan repaid by the Trust during the year from exercise price received	N.A.
	Number of options outstanding at the end of the year	13,134
	Number of options exercisable at the end of the year	2,489 option are exercisable at the end of year (2,661 option were exercisable at the beginning of the year out which 172 options have been exercised)
(v)	Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.	Weighted average exercise price: '' 1,623.80 The exercise price equals the fair value of the share on the grant date. The fair values of option are as below, with the vesting date shown in brackets: '' 454.2 (December 6, 2023) '' 612.9 (December 6, 2024) '' 733.0 (December 6, 2025) '' 829.3 (December 6, 2026)

(vi) Employee-wise details of options granted during the year ended on 31^st March 2024:- Nil

(vii) A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information:

The Securities Exchange Board of India (SEBI) has prescribed two methods to account for employee stock options viz. 1. the intrinsic value method, and 2. the fair value method. The Company adopts the fair value method to account for the stock options it grants to the employees. Intrinsic value is the amount, by which the quoted closing market price of the underlying shares as on the date of grant exceeds the exercise price of the option. The fair value of the option is estimated on the date of grant using Black Scholes options pricing model with assumptions as below:
a)	the weighted-average values of share price,	'' 1,623.80
	exercise price,	'' 1,623.80
	expected volatility,	58% p.a.
	expected option life,	2.40 years
	expected dividends,	0.6% p.a.
	the risk-free interest rate and any other inputs to the model;	6.4% p.a. - 6.9% p.a.
b)	the method used and the assumptions made to incorporate	The fair value method is used to evaluate the cost. Early exercise
	the effects of expected early exercise;	is not allowed.
c)	how expected volatility was determined, including an	The expected volatility is based on historical movement of the
	explanation of the extent to which expected volatility was based on historical volatility; and	company''s share prices for 3 years before the grant date.
d)	whether and how any other features of the options granted	The market condition has been incorporated using the Black-
	were incorporated into the measurement of fair value, such as a market condition.	Scholes option pricing formula.

The impact of the fair value method on the net profit and on basic and diluted EPS is tabulated below:
	'' in Lakhs
Net Profit / (Loss)	10,136.72
Add / (Less): Stock based employee compensation (intrinsic value)	-
Add / (Less): Stock based compensation expenses determined under fair value method for the grants issued	(38.66)
Net Profit / (Loss) (proforma)	10,098.06
Basic earnings per share (as reported)	111.39
Basic earnings per share (proforma)	110.96
Diluted earnings per share (as reported)	111.39
Diluted earnings per share (proforma)	110.96
Details related to ESPS Not applicable Details related to SAR Not applicable Details related to GEBS/ RBS Not applicable

Details of the Company''s Employees'' Welfare Trust:

The details inter-aiia, in connection with transactions made by the Trust meant for the purpose of administering the TCPL ESOP 2022 are as under:

i. General Information of the Trust

	Name of the Trust	TCPL ESOP Trust
	Details of the Trustee(s)	Mr. Manoj Kumar Mr. Vivek Dave Mr. Vivek Poddar
	Amount of loan/advance disbursed by Company / any Company in the group, during the year	2.63 Cr
	Amount of loan outstanding (repayable to Company / any Company in the group) as at the end of the year	2.63 Cr.
	Amount of loan, if any, taken from any other source for which Company / any Company in the group has provided any security or guarantee	NIL
	Any other contribution made to the Trust during the year	NIL
ii.	Brief details of transactions in shares by the Trust :
	Number of shares held at the beginning of the year	NIL
	Number of shares acquired during the year through	22,400 Equity Shares (0.25% of paid-up equity capital)
	secondary acquisition, also as a percentage of paid up	at the average price of '' 1,172.95 per share were
	equity capital as at the end of the previous financial year, along with information on weighted average cost of acquisition per share	acquired during the previous financial year
	Number of shares transferred to the employees / sold along with the purpose thereof	172
	Number of shares held at the end of the year	22,228 Equity Shares
iii.	n case of secondary acquisition of shares by the Trust :
	Number of shares	As a percentage of paid-up equity capital as at the end of the year immediately preceding the year in which shareholders'' approval was obtained
	Held at the beginning of the year	22,400
	Acquired during the year	Nil
	Sold during the year	NIL
	Transferred to the employees during the year	172
	Held at the end of the year	22,228

SCHEME OF AMALGAMATION

The Board at its Meeting held on 26^th May 2023 approved the Scheme of Amalgamation under section 230 to 232 of the Companies Act, 2013 for amalgamation of M/s. TCPL Innofilms Private Limited, Wholly Owned Subsidiary of the Company with the Company with effect from 1^st April 2023, the appointed date. The Scheme inter-alia provides for amalgamation of TCPL Innofilms Private Limited (Transferor Company) with TCPL Packaging Limited (Transferee Company) and will result in achieving greater integration and greater financial strength and flexibility and to maximize overall shareholders'' value and simplification of group structure. The said scheme of amalgamation presented to Hon. National Company Law Tribunal ("NCLT") does not in any way violate, override or limit the provisions of securities laws or requirements of the stock exchange(s).

The NCLT vide its order dated 15^th January 2024, directed to hold meeting of secured creditors and unsecured creditors of the Company. Accordingly, Meeting of both secured creditors and unsecured creditors was held on 7^th March 2024 at the registered office of the Company situated at Empire Mills, Complex 414 Senapati Bapat Marg, Lower Parel, Mumbai 400013. At the said Meetings, both the secured creditors and unsecured creditors, present at the respective Meetings, unanimously approved the resolution pertaining to amalgamation of TCPL Innofilms Private Limited with TCPL Packaging Limited. The petition has been admitted by the NCLT and the final hearing will be heard soon.

POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION

The Company has adopted a "Nomination & Remuneration Policy" which inter-alia includes Company''s policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of directors and criteria for performance evaluation of the Directors. The Policy broadly lays down the guiding principles, philosophy, and basis for payment of remuneration to Executive and Non-executive Directors, key managerial personnel, senior management and other employees. The Nomination & Remuneration Policy of the Company has been posted on the website of the Company www.tcpl.in.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics Policy. This mechanism provides adequate safeguards against victimization of directors/employees to deal within stance of fraud and mismanagement, if any. The Vigil Mechanism Policy inter alia provides a direct access to the Complainant to the Chairman of the Audit Committee of the Company. The Vigil Mechanism Policy of the Company is also posted on the Company''s website www.tcpl.in.

RISK MANAGEMENT

The Company, being a manufacturer of packaging material, is always exposed to the general risks such as government regulations and policies, statutory compliances and economy related risks as well as market related risks. The Company from time to time identifies such risks and has put in its place appropriate measures for mitigating such risks. The Company''s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The Risk Management Committee reviews the significant risks and decisions that could have a material impact on the Company. These reviews consider the level of risk that the Company is prepared to take in pursuit of the business strategy and the effectiveness of the management controls in place to mitigate the risk exposure.

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors and cover all offices, factories and key business areas. Audit observations and follow-up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company''s internal controls environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from time to time with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the shares and prohibits the purchase or sale of shares of the Company, by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Directors and the designated employees have confirmed compliance with the Code.

BUSINESS RESPONSIBILITY SUSTAINABILITY REPORT

The business responsibility report describing the initiatives taken by the Company from an environmental, social and governance perspective is annexed which forms an integral part of this Report.

SEXUAL HARASSMENT POLICY

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2023-24:

a) No of complaints received: Nil

b) No of complaints disposed of: N.A.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company''s website www.tcpl.in.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

A detailed disclosure with regard to the IEPF during the year under review forms part of the Report on Corporate Governance.

MATERIAL CHANGES / SIGNIFICANT REGULATORY OR COURT ORDERS

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates on the date of this Annual Report. During the financial year, there was no amount proposed to be transferred to Reserves. There are no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future during the financial year.

RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS

There are no qualifications, reservations, adverse remarks, and disclaimers of the Secretarial Auditor on compliances or of the Statutory Auditors in their report on Financial Statements for the Financial Year 2023-24. The Secretarial Audit Report for Financial year 2023-24 forms part of Annual Report as Annexure to the Board''s Report.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made thereunder.

SHARE CAPITAL

As on 31^st March 2024, the authorised share capital of the Company is Rs.10.00 crores divided into 10000000 equity shares of Rs. 10/- each and the paid-up equity share capital is Rs.9.10 crores comprising of 9100000 equity shares of Rs. 10/- each fully paid up. There was no change in the paid-up share capital during the year under review. The Company does not have any outstanding paid-up preference share capital as on the date of this Report. During the year under review, the Company has not issued any shares with differential voting rights or sweat equity or warrants.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31^st March 2024 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as "the Act") read with the Companies (Accounts) Rules, 2014 as amended from time to time. Your Company has consistently applied applicable accounting policies during the year under review. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses consolidated and standalone financial results on a quarterly basis which are subjected to limited review and publishes consolidated and standalone audited financial results on an annual basis. There were no revisions made to the financial statements during the year under review.

The estimates and judgements relating to the financial statements are made on a prudent basis, to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended 31^st March 2024. The Notes to the Financial Statements form an integral part of this Report.

Disclosures of transactions of the Company with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company, in the format prescribed in the relevant accounting standards for annual results is detailed in the notes to accounts and not repeated here.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There are 2228 employees on the Company''s payroll as of 31^st March 2024. In terms of the provisions of 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, as amended, a statement showing the names and other particulars of the top ten employees in terms of remuneration drawn and employees drawing remuneration in excess of the limits set out in the said rule''s forms part of this Report. None of the wholetime / executive directors and the managing director, draw any commission or remuneration from subsidiary company. Thereby, no disclosure is required under Section 197(14) of the Act.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in the Annual Report, which forms part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

The Company takes pride in the commitment, competence, and dedication of its employees in all areas of the business. The Company has a structured induction process at all the units and management development programs to upgrade the skills of the manager. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOA. CONSERVATION OF ENERGY

Steps taken or impact on conservation of energy:

The Company is making continuous efforts on an ongoing basis for energy conservation by adopting innovative measures to reduce wastage and optimize consumption. Some of the specific measures undertaken by the Company in this direction at its units located at Silvassa, Haridwar, Goa and Guwahati are as under:

1. Installation of Energy efficient compressor with heat recovery having lower specific energy consumption for generation of compressed air.

2. Installation of Energy efficient fans in humidification plants.

3. Installation of LED Lights and conversion of conventional choke enabled lights to power saving LED lights.

4. Addition of Variable Frequency Drive for humidifier blower motor, cooling tower fan motor, cooling tower water pump, Reverse Osmosis plant pump and reducing the speed without affecting the performance resulting into power saving.

5. Replacement of V belts by composite V belts, thereby reducing the transmission losses and increasing the efficiency of the Equipment''s.

6. Electronics based power factor controllers are placed to save energy.

These measures have led to power saving, reduced maintenance time and cost, improved hygienic condition and consistency in quality and improved productivity.

Your directors are considering investing in creating more such capacities in the current year.

B. TECHNOLOGY ABSORPTION

As explained in the Management Discussion analysis the Company has installed solar panels on the rooftop which has been very successfully commissioned. Further there is continuous effort to replace older technology with newer ones, saving energy and enhancing efficiency.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earned '' 460.22 crores Foreign Exchange Outgo '' 169.48 crores INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS

Your Company remains committed to improve the effectiveness of internal financial controls and processes which would help in efficient conduct of its business operations, ensure security to its assets and timely preparation of reliable financial information. The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors. The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded, and reported correctly. The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Statutory Auditors and the Internal Auditors are invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any. There are no observations of Statutory Auditors as well as Internal Auditors.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable. The requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

STATUTORY AUDITORS

M/s. Singhi & Co., Chartered Accountants, Firm Registration No. 302049E were re-appointed as Statutory Auditors of the Company for second term of five consecutive years at the 34^th Annual General Meeting (AGM) of the Members held on 10^th August 2022, until the conclusion of the 39^th AGM of the Company.

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

SECRETARIAL AUDITOR

M/s VKM & Associates, Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and rules made thereunder. The Secretarial Audit Report for Financial year 2023-24 forms part of Annual Report as Annexure to the Board''s Report. Pursuant to Regulation 24A of Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, the Annual Secretarial Compliance Report of the Company is uploaded on the website of the Company at www.tcpl.in. The Secretarial Audit Report and Secretarial Compliance Report for the financial year 2023-24, do not contain any qualification, reservation, or adverse remark. During the year under review, the Company has also complied with the Secretarial Standards as amended and applicable to the Company.

COST RECORDS AND AUDIT

Pursuant to provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, your Company is required to maintain cost records. Accordingly, the Company has prepared and maintained cost accounts and records for the Financial Year 2023-24, as per sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders of the Company at the 35^th Annual General Meeting ("AGM") held on 4^th August 2023, had ratified the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014. The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s Kewlani & Associates, Cost and Management Accountants as the Cost Auditors of the Company for the Financial Year 2024-25, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.The members are requested to ratify the remuneration payable to the Cost Auditors at the ensuing 36^th Annual General Meeting, in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

ACKNOWLEDGMENT

Your directors take this opportunity to place on record their warm appreciation for the valuable contribution, untiring efforts and spirit of dedication demonstrated by the employees and officers at all levels, in the sure and steady progress of the Company. Your directors wish to record their appreciation to all the lenders namely Bank of Baroda, Axis Bank Limited, ICICI Bank Limited, Citi Bank, RBL Bank Limited, DBS Bank India Limited, Yes Bank Limited, HDFC Bank Limited and Bajaj Finance Limited for their continued support and timely assistance in providing working capital and long-term fund requirements.

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Mar 31, 2022

Your directors have pleasure in submitting the Thirty Fourth Annual Report along with Audited Financial Statement for the Financial Year ended on 31^st March 2022.

FINANCIAL RESULTS

Your Company''s performance during the Financial Year 2021-22 is summarized below:

('' in Lakhs)
	Standalone		Consolidated
Particulars	Year	Year	Year	Year
	2021-22	2020-21	2021-22	2020-21
Sales	105586.14	88635.48	106537.55	88635.48
% Increase over previous year	19.12	1.85	20.20	1.85
Other Income	2254.22	2001.22	2322.78	2001.22
Sales including Other Income	107840.36	90636.70	108860.33	90636.70
EBIDTA	15887.88	13627.25	15786.68	13600.75
EBIDTA % of Net Sales	15.05	15.37	14.82	15.34
From which have been deducted:
Interest / Finance Charges	3338.51	3715.85	3417.56	3715.85
Leaving a cash profit of	12549.37	9911.40	12369.12	9884.90
Depreciation	5525.62	5149.99	5593.03	5149.99
Profit Before Tax	7023.75	4761.41	6776.09	4734.91
Provision for Tax	1850.00	1570.00	1850.00	1570.00
Provision for Deferred Taxation	248.00	(182.51)	239.08	(182.51)
Profit After Tax	4925.75	3373.92	4687.01	3347.42
Other Comprehensive Income	86.85	131.83	87.92	131.83
Leaving a balance of	5012.60	3505.75	4774.92	3479.25

DIVIDEND

As per the Dividend Policy of your Company, your Directors recommend a dividend of Rs.10.00 per equity share. The pay-out on account of dividend amounts to Rs.910.00 lakhs, and this corresponds to 20% of the profit for the year 2021-22. Your Directors are pleased to note that this is the highest dividend the company has paid out in its history. This year also marks the twenty-second year of continuous dividend payout for the company.

Dividend, if approved by the Members in the ensuing Annual General Meeting, would be subject to deduction of tax at source as per provisions of Income Tax Act, 1961, as applicable.

The Board of Directors of your company has approved and adopted the dividend distribution policy of the company and dividend declared/recommended are in accordance with the said Policy. In terms of the Policy, Equity Shareholders of the Company may expect Dividend if the Company has surplus funds and after taking into consideration relevant internal and external factors enumerated in the policy for declaration of dividend. The policy also enumerates that the Company would endeavor to maintain a total dividend pay-out ratio around 20% of the consolidated Profits after Tax (PAT) of the Company in any Financial Year. The dividend distribution policy is available on the weblink https://www.tcpl.in/wp-content/uploads/2021/05/Dividend-Distribution-Policy.pdf

WORKING REVIEW

Your directors are extremely pleased to state that the company has crossed a milestone revenue of Rs.1000 Crores during the year under review for the first time. The performance of the company has been extremely encouraging and the revenues have grown by 20.20% on consolidated basis and 19.12% on standalone basis over the previous year. Even more heartening is the growth in exports at 25.92% to reach a revenue of approximately Rs. 250.00 crores for year ended 31^st March, 2022. Another first has been to achieve a revenue in excess of Rs. 300.00 crores in a quarter which was achieved in the last quarter for the year, Rs.323.14 Crores on consolidated and Rs. 316.04 on standalone basis (Q4 ended March 22) v/s Rs.243 Crores for the Q4 FY 21.

Your directors are pleased to inform that despite the Covid-related disruption and massive unprecedented ongoing inflation in all input costs, the EBIDTA margin as a percentage of sales, has been a healthy 14.82% on consolidated basis and 15.05% on standalone basis during the year as compared to 15.34% on consolidated basis and 15.37 % on standalone basis for the previous year.

Despite the setback from the second wave of Covid-19 in Q1, FY22 was a recovery year for the Indian economy, and offtake for your company''s products have seen a recovery compared to the lows of the first and second waves of the pandemic. However, the country, and indeed the entire world, is witnessing high inflationary conditions particularly in the last few months. This unprecedented and massive inflation has impacted volume growth for consumer goods, resulting in demand growth for packaging products being fairly subdued. Despite this, your Company has been able to add new customers and strengthen its share of business in existing customers, which resulted in a growth of sales as mentioned above. Additionally, the Company has been able to keep a tight control on costs and process wastage, which resulted in achievement of healthy margins.

FUTURE PROSPECTS

The entire world was affected by the outbreak of Covid-19 which originated in China in December 2019 and spread rapidly across the globe. This adversely affected the business in periods during the past two years, but due to a lot of initiatives by the Government and the resilience inherent in India, the economy has recovered quite smartly. Also, India has been able to administer vaccination to a vast majority of its population, hence the risk of another significant outbreak is very unlikely. As a result, your directors are very confident of a good performance in the years ahead, as packaging is a high growth sector with bright future prospects.

Your company has completed expansion at its flexible packaging plant and has more than doubled its capacity. This expansion was completed in the last week of March 2022 and has now gone into commercial production. Besides, the company has also expanded its offset capacity by adding a new printing line at its Goa plant. With these capacity additions, the company is well poised to manage the higher demand which is expected going forward.

During the year, your company has also set-up TCPL Innofilms Private Limited, the wholly owned subsidiary to manufacture blown polyethylene (PE) films. The unique technology being employed in this unit enables us to offer specially oriented PE films to replace typically stiffer films like Polyester (PET). Such specially oriented PE films, once laminated with another layer of sealant PE film, will result in a mono-polymer packaging product. Being a single polymer family, this will be a recyclable product. This development will help in replacing current multi-polymer, non-recyclable products prevalent in the market. This unique plant is one of a kind and your company will be amongst the very few companies in India to be equipped with such capability. The machines for this new plant in Silvassa are under protocol testing and will commence commercial production shortly.

During the year your company has also acquired a majority stake in Creative Offset Printers Private Ltd (COPPL), a company based in Greater Noida which specializes in manufacture of printed rigid boxes and leaflets for the mobile phone and consumer electronics industry. COPPL is now a subsidiary of your company. Subsequent to the takeover, your company has further invested in modernizing the plant and improving the manufacturing process, besides catering to the working capital needs of the business. The rigid box segment is a high potential and value added segment, with a growing profile in segments such as consumer electronics, cosmetics, perfumes and fragrances, liquor, and sweets.

The investments in TCPL Innofilms and COPPL are indicative of your management''s confidence in the growth prospects for sustainable packaging solutions. Your Directors feel that for such type of goods of mass and day to day consumption, the demand in a country of the size and population of India, shall always be robust, irrespective of temporary slowdowns. As such, your directors are confident that your Company will continue its growth in the years ahead.

The year under review has seen unprecedented fluctuation in raw material pricing besides lack of availability and longer lead times. The situation is now getting better but prices for most raw materials remain at elevated levels. Although it has always been the endeavour of the management to pass such costs on to customers, price increases of such magnitude are certainly a challenge to pass on entirely. Further, there can be a lag effect in passing on cost increases to customers, negatively impacting margins in the short term. Despite this difficulty however, your company has largely succeeded in maintaining margins for the year under review.

Although recent disruptions due to Russia''s invasion on Ukraine as well as China''s stringent Zero Covid policy have caused substantial supply chain difficulties and contributed to the current inflation, there has been a noticeable shift in sentiment in the Western world away from authoritarian nations like Russia and China. The resultant "China 1" policy represents a compelling opportunity for Indian exports. Your company''s management is trying its best to exploit any such opportunity.

Your company''s management shall endeavour to continue to focus on cutting costs and concentrate on better productivity so as to overcome these uncertain and difficult times.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act 2013 and the Company''s Articles of Association, Mr. Saket Kanoria and Mr. Akshay Kanoria, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The information of Mr. Saket Kanoria and Mr. Akshay Kanoria as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (herein after referred to as Listing Regulations) are provided in annexure to the Notice. The Board recommends their re-appointment for the consideration of the Members of the Company at this Annual General Meeting

All Independent Directors of the Company have given declarations 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 Listing Regulations and that their names are registered in the data bank as per Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to the Directors Responsibilities Statement, it is hereby confirmed.

(a) In the preparation of the annual financial statement for the year ended 31^st March 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any:

(b) 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 at the end of the financial year and of the profit and loss of the company for that year.

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

(d) The directors have prepared the annual accounts on a going concern basis.

(e) The directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

The following persons are the Key Managerial Personnel in terms of Section 203 of the Companies Act, 2013:

Sr. No.	Name of the Person	Designation
1.	Mr. K. K. Kanoria	Executive Chairman
2.	Mr. Saket Kanoria	Managing Director
3.	Mr. Akshay Kanoria	Executive Director
4.	Mr. S. G. Nanavati	Executive Director
5.	Mr. Vivek Poddar	Chief Financial Officer*
6.	Mr. Harish Anchan	Company Secretary

* Mr. Vivek Poddar has sought retirement after 31^st March 2022 and Mr. Jitendra Jain has been appointed as CFO with effect from 1^st April 2022.

NUMBER OF BOARD MEETINGS

During the year under review 5 (five) meetings of Board of Directors of the Company were held on 28^th May 2021, 22^nd June 2021, 12^th August 2021, 3^rd November 2021 and 7^th February 2022. The details of the number of meetings of the Board held during the Financial Year 2021-22 and the attendance therein forms part of the Report on Corporate Governance. In view of the pandemic related travel restrictions, all Board meetings took place virtually. Measures were taken to ensure security of information and confidentiality of process, and at the same time, ensuring convenience of the Board members. The Company Secretary and the Chairman of the meeting(s) ensured that all the applicable provisions related to the holding of meetings through video conferencing were complied with for such virtual meetings. During the year under review, the Board accepted all recommendations made to it by its various Committees.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review Creative Offset Printers Private Limited became subsidiary of the Company. TCPL Innofilms Private Limited and TCPL Middle East FZE continue to be wholly owned subsidiaries of your Company. TCPL Middle East FZE has started its activities during the year under review and TCPL Innofilms Private Limited is yet to start its commercial activities. The Company do not have any associates and joint venture Companies.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

CORPORATE GOVERNANCE

It has always been the Company''s endeavor to operate in a fair and transparent manner with the highest standards of Corporate Governance. The Company complies with the requirements of Listing Regulations.

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Statutory Auditors confirming the compliance of conditions on Corporate Governance as stipulated in Listing Regulations is given as annexure to this effect.

AUDIT COMMITTEE

Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the composition of the Audit Committee is disclosed as under:

Sr. No.	Name	Position
1.	Mr. Atul Sud	Chairman - Independent Director
2.	Mr. Sudhir Merchant	Member - Independent Director
3.	Mr. Sunil Talati	Member - Independent Director
The Board of Directors of the Company accepted all the recommendations of the Audit Committee during the year. During the year 4 (four) Audit Committee Meetings were held on, 28th May 2021, 12th August.2021, 3rd November 2021 and 7th February 2022. STAKEHOLDERS RELATIONSHIP COMMITTEE Pursuant to the provisions of section 178(5) of the Companies Act, 2013, the composition of the Stakeholders Relationship Committee is as under :
Sr. No.	Name	Position
1	Mr. Sudhir Merchant	Chairman - Independent Director
2	Mr. Atul Sud	Member - Independent Director
3	Mr. Rabindra Jhunjhunwala	Member - Independent Director
During the financial year four meetings of the Stakeholders Relationship Committee were held on 28thMay 2021, 12th August.2021, 3rd November 2021 and 7th February 2022. NOMINATION AND REMUNERATION COMMITTEE Pursuant to the provisions of section 178(1) of the Companies Act, 2013, the composition of the Nomination and Remuneration Committee is as under:
Sr. No.	Name	Position
1	Mr. Sudhir Merchant	Chairman - Independent Director
2	Mr. Atul Sud	Member - Independent Director
3	Mr. Sunil Talati	Member - Independent Director
4	Mr. Rabindra Jhunjhunwala	Member - Independent Director
During the financial year the Nomination and Remuneration Committee 7th February 2022			were held on 24th May 2021, 15th June 2021 and

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE The CSR Committee of the Company, consists of the following members :-
Sr. No.	Name	Position
1	Mr. Sudhir Merchant	Chairman - Independent Director
2	Mr. Saket Kanoria	Member - Managing Director
3	Mr. Rishav Kanoria	Member - Director
A policy on the (CSR) formulated by the CSR Committee is available at the website of the Company www.tcpl.in. The Company has spent adequately the amount required to be spent on CSR activities during the financial year. The required details of expenditure incurred under CSR Programs in the prescribed format is annexed to the Directors'' Report. The meeting of CSR Committee was held on 27th May 2021. RISK MANAGEMENT COMMITTEE The composition of the Risk Management Committee is in conformity with the requirements of Listing Regulations. The composition of the Committee is as under :-
Sr. No.	Name	Position
1	Mr. Rabindra Jhunjhunwala	Chairman - Independent Director
2	Mr. K K Kanoria	Member - Executive Chairman
3	Mr. Saket Kanoria	Member - Managing Director
4	Mr. Rishav Kanoria	Member -Director

During the financial year under review the Meeting of Risk Management Committee was held on 7^th February 2022 and 23^rd March 2022. The Company has adopted a Risk Management Policy aimed to ensure resilience for sustainable growth and sound corporate governance by having a process of risk identification and management in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review the Company has not given any loans. However, the Company has given corporate guarantee towards borrowings made by its Subsidiary Companies namely Creative Offset Printers Private Limited and TCPL Innofilms Private Limited, to their respective Bankers. The company during the year under review has subscribed to additional 4000000 equity shares of Rs.10 each of TCPL Innofilms Private Limited the wholly owned subsidiary of the Company. During the year under review the Company acquired 123600 equity shares of Creative Offset Printers Private Limited (COPPL) and thereafter it also subscribed for 212405 equity shares of COPPL. As a result of the acquisition of 336005 shares, the Company now holds 80.31 % stake of COPPL as on 31^st March 2022.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which might have potential conflict with the interest of the Company at large. Accordingly, the disclosure of related parties transactions as required under section 134(3)(h) of the Companies Act , 2013 in form AOC-2 is not applicable. All Related Parties Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are placed before the Audit Committee and the Board for review on a quarterly basis. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration drawn by self or their relative in capacity of the Director or otherwise and sitting fees. A policy on dealing with Related Party Transactions is available on the website of the Company www.tcpl.in

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed during the year under review. The performance evaluation of the Chairman and the Non- Independent Directors were carried out by the Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process. The separate meeting of Independent Directors was held on 28^th May 2021. The determined criteria for performance evaluation were as follows:

i. Attendance.

ii. Willingness to spend time and effort to know more about the company and its business.

iii. Contribution towards business development, management of affairs of company, corporate governance.

iv. Contribution to developments of various Policies such as Remuneration Policy, Board''s Diversity Policy, Related Party Transaction Policy & Vigil Mechanism Policy

v. Sharing of knowledge and experience for the benefit of the Company.

vi. Following up matters whenever they have expressed their opinion

vii. Updated with the latest developments in areas such as corporate governance framework and financial reporting and in the industry and market conditions

viii. Achievement of business plans, labour relation, litigation, attrition level of employees, compensation policy, vigil mechanism, establishment and implementation of internal control system etc.

The familiarizing programme for the independent directors of the company, regarding their roles, rights, responsibilities in the Company, nature of the industry in which the company operates, business model of the company, etc. was duly conducted. The details of familiarization programme are disclosed on the website of the Company www.tcpl.in

MATERIAL CHANGES AND COMMITMENTS

There are no material changes, except as discussed above affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relates and the date of the report.

POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION

The Company has adopted a "Nomination & Remuneration Policy" which inter-alia includes Company''s policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors. The Policy broadly lays down the guiding principles, philosophy and basis for payment of remuneration to Executive and Non-executive Directors, key managerial personnel, senior management and other employees. The Nomination & Remuneration Policy of the Company has been posted on the website of the Company www.tcpl.in

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics Policy. This mechanism provides adequate safeguards against victimization of directors/employees to deal within stance of fraud and mismanagement, if any. The Vigil Mechanism Policy inter alia provides a direct access to the complainant to the Chairman of the Audit Committee of the Company. The Vigil Mechanism Policy of the Company is also posted on the Company''s website www.tcpl.in

RISK MANAGEMENT

The Company being a manufacturer of the packaging material is always exposed to the general risks such as government regulations and policies, statutory compliances and economy related risks as well as market related risks. The Company from time to time identifies such risks and has put in its place appropriate measures for mitigating such risks. The Company''s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks.

BUSINESS RESPONSIBILITY REPORT

The business responsibility report describing the initiatives taken by the Company from an environmental, social and governance perspective is annexed and forms an integral part of this Report.

SEXUAL HARASSMENT POLICY

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year 2021-22:

a) No of complaints received: Nil

b) No of complaints disposed of: N.A.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company''s website www.tcpl.in

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

A detailed disclosure with regards to the IEPF during the year under review forms part of the Report on Corporate Governance SIGNIFICANT REGULATORY OR COURT ORDERS

During the Financial Year 2021-22, there are no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditor on compliances or of the Statutory Auditors in their report on Financial Statements for the Financial Year 2021-22.

The Secretarial Audit Report for Financial year 2021-22 forms part of Annual Report as Annexure to the Board''s Report.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made thereunder.

SHARE CAPITAL

As on 31^st March 2022, the authorised share capital of the Company is Rs.10.00 crores divided into 10000000 equity shares of Rs. 10/- each and the paid-up equity share capital is Rs.9.10 crores comprising of 9100000 equity shares of Rs. 10 each fully paid up.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31^st March 2022 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as "the Act") read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgements relating to the financial statements are made on a prudent basis, to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended 31^st March 2022. The Notes to the Financial Statements forms an integral part of this Report.

Disclosures of transactions of the Company with any person or entity belonging to the promoter/promoter group, in the format prescribed in the relevant accounting standards for annual results is detailed in the notes to accounts and not repeated here.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There are 1906 employees on the Company''s payroll as on 31^st March 2022. In terms of the provisions of 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, as amended, a statement showing the names and other particulars of the top ten employees in terms of remuneration drawn and employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in the Annual Report, which forms part of this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all the units and management development programs to upgrade skills of manager. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO A. CONSERVATION OF ENERGY

Steps taken or impact on conservation of energy:

The Company is making continuous efforts on ongoing basis for energy conservation by adopting innovative measures to reduce wastage and optimize consumption. Some of the specific measures undertaken by the Company in this direction at its units located at Silvassa, Haridwar, Goa and Guwahati are as under:

1. Installation of Energy efficient compressor with heat recovery having lower specific energy consumption for generation of compressed air.

2. Installation of Energy efficient fans in humidification plants.

3. Installation of LED Lights and conversion of conventional choke enabled lights to power saving LED lights.

4. Addition of Variable Frequency Drive for humidifier blower motor, cooling tower fan motor, cooling tower water pump, Reverse Osmosis plant pump and reducing the speed without affecting the performance resulting into power saving.

5. Replacement of V belts by composite V belts, thereby reducing the transmission losses and increasing the efficiency of the Equipment''s.

6. Electronics based power factor controllers are placed to save energy.

These measures have led to power saving, reduced maintenance time and cost, improved hygienic condition and consistency in quality and improved productivity. The Company has also invested and commissioned 210 KVA roof top solar power generation at two of its plants in Silvassa during the year under review. These are functioning satisfactorily and are very beneficial from a return on investment besides environmental point of view.

The company has installed 561 Kwp Rooftop solar system in Guwahati in November 2021. Your directors are considering investing in creating more such capacities in the current year.

B. TECHNOLOGY ABSORPTION

As explained in the Management Discussion analysis the company has installed solar panels on the rooftop which has been very successfully commissioned. Further there is continuous effort to replace older technology with newer ones saving energy and enhancing efficiency.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earned Rs. 234.88 Crores

Foreign Exchange Outgo Rs. 100.06 Crores

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS

Your Company remains committed to improve the effectiveness of internal financial controls and processes which would help in efficient conduct of its business operations, ensure security to its assets and timely preparation of reliable financial information. The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors. The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly. The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Statutory Auditors and the Internal Auditors are invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any. There are no observations of Statutory Auditors as well as Internal Auditors.

STATUTORY AUDITORS

M/s. Singhi & Co., Chartered Accountants, Firm Registration No. 302049E were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 29^th Annual General Meeting (AGM) of the Members held on 9^th August 2017, until the conclusion of the 34^th AGM of the Company. M/s. Singhi & Co. is eligible for re-appointment for a second term of 5 (Five) years and have provided a written confirmation that they are willing and eligible for reappointment and are not disqualified to be reappointed in terms of the applicable provisions of the Companies Act, 2013 and the Rules framed thereunder. Upon recommendation by the Audit Committee, the Board of Directors of the Company, at its Meeting held on 25^th May 2022 has recommended for approval of the Shareholders at the ensuing 34^th AGM of the Company, the re-appointment of M/s. Singhi & Co. Chartered Accountants, as the "Statutory Auditors" of the Company, for a second term of 5 (Five) Years, to hold office from the conclusion of the 34^th AGM till the conclusion of the 39^th AGM.

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

SECRETARIAL AUDITOR

M/s VKM & Associates, Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the financial year 2021-22, as required under Section 204 of the Companies Act, 2013 and rules made thereunder. The Secretarial Audit Report for Financial year 2021-22 forms part of Annual Report as Annexure to the Board''s Report. During the year under review, the Company has also complied with the Secretarial Standards as amended and applicable to the Company.

COST RECORDS AND AUDIT

The provisions relating to maintaining of cost record and conduct Cost Audit are not applicable to the Company. ACKNOWLEDGMENT

Your directors take this opportunity to place on record their warm appreciation for the valuable contribution, untiring efforts and spirit of dedication demonstrated by the employees and officers at all levels, in the sure and steady progress of the Company. Your directors wish to record their appreciation to all the lenders namely Bank of Baroda, Axis Bank Limited, ICICI Bank Limited, Citi Bank, RBL Bank Limited, DBS Bank India Limited, Yes Bank Limited and Bajaj Finance Limited for their continued support and timely assistance in providing working capital and long-term fund requirements.

For and on Behalf of the Board of Directors ofTCPL Packaging Limited

K K Kanoria

Place: Mumbai Chairman

Date: 25^th May 2022 DIN:00023328

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Mar 31, 2018

To,

The Members,

The Directors have pleasure in submitting the Thirtieth Annual Report along with Audited Financial Statement for the Financial Year ended on 31st March, 2018.

FINANCIAL RESULTS

Your Company’s performance during the Financial Year 2017-18 is summarized below:-

(Rs. in Lakhs)

Particulars	Year 2017-18	Year 2016-17
Sales (Net of Excise Duty)	67984.05	59596.09
% increase over previous year	14.07	2.59
Other Operating Income	1820.69	1692.54
Other income	169.18	62.81
Net Sales including Other Operating Income	69973.92	61351.44
EBIDTA	8769.66	9718.93
EBIDTA % of Net Sales	12.90	16.31
From which have been deducted:
Interest / Finance Charges	2545.39	2186.85
Leaving a cash profit of	6224.28	7532.08
Depreciation	3512.98	2909.12
Provision for Tax	580.28	1012.83
MAT Credit Entitlement	-	(445.17)
Provision for Deferred Taxation	109.32	808.48
Profit for the Year	2021.69	3246.81
Other Comprehensive Income	(22.12)	22.35
Leaving a balance of	1999.59	3269.16

DIVIDEND

As per the dividend policy adopted by your company, your Directors recommend a dividend of Rs. 3.70 per Equity Share. The payout on account of dividend and tax thereon amounts to Rs. 405.90 Lakhs. This corresponds to 20.08 % of the profit for the year 2017-18.

In view of the revised Accounting Standards (AS) 4, provision for dividend is not required to be made in accounts. The same is required to be disclosed in notes as contingency. Accordingly, dividend as proposed for the year 2017-18 is not accounted in the Annual Report 2017-18.

The payout of Rs. 405.90 Lakhs in respect of dividend and tax thereon, will be accounted during the Financial Year 2018-19, if approved by the Members in the ensuing Annual General Meeting.

WORKING REVIEW

During the year 2017-18, the sales net of excise duty and GST of your Company has increased to Rs. 679.84 crores from Rs. 595.96 crores for the previous year ended 31st March, 2017 representing a growth of 14.07 % as against growth of 2.59 % during the previous year 2016-17.

During the year under review, though the company has achieved a reasonable level of growth in sales as mentioned above, the profitability has been under lot of pressure due to mainly the following four factors:

a) Increase in costs of raw materials, which have not been able to be passed on entirely to customers mainly due to increasing competition and maintaining of market share.

b) Impact on account of De-monetisation and implementation of GST.

c) Negative EBITDA of the flexible packaging business.

d) Unfavourable exchange rate applicable to exports.

The international prices of pulp the main raw material for manufacture of paperboard has gone up substantially over the past 6 months, consequently the prices of paper have risen in both the domestic and international markets. Though your company has made its best efforts to convince customers to absorb this higher cost, but due to sustained competitive pressure it has not succeeded in its efforts entirely and had to absorb part of these increases. However, your Directors would like to assure you that continuous efforts are being made to substitute with cheaper inputs wherever possible and pass on to customers as practical at the earliest opportunity.

It may be noted that the company has commissioned a flexible packaging plant for the first time in October 2016. This plant started production on the eve of the unexpected announcement of de-monetisation by the Govt. of India in November 2016 which had a negative impact on the demand for packaging products for a considerable period of time since then. As a consequence, to enter new markets for your company became more difficult particularly as we are new to this business and it took a long time to achieve a minimum economic volume needed to maintain the profitability of the plant. However, the revenues from this division are gradually improving and your company has been able to get some prestigious new accounts and are on the verge of adding many others. Besides the unit has now been audited and certified by many customers, and also received certifications such as ISO 9001, ISO 14000 and ISO 18000 besides BRC IoP and Sedex, in such a short span of time.

Despite the above, the company has been able to make progress on various fronts and your Directors are very pleased with the growth achieved by the company. Your company also added a new printing line at its Guwahati plant which was commissioned in April 17. The unit is performing satisfactorily and as a result of this expansion is a very well balanced unit from a capacity point of view. The Director are confident of improved perfomance in the current year.

Your units at other locations i.e., Silvassa, Haridwar and Goa continues to perform well, and their operations are stable. As you may be aware the plant in Goa is operated on a rented facility and it has been decided by your Directors to expand the same, by developing the land acquired by the company last year. The construction for the building commenced in February this year and it is expected that the plant will be ready for operations by the end of the year and the existing operations will be moved to this new modern and state-of-the-art facility. Besides the company has also ordered a new line of printing along with other equipment’s to expand the capacity which will also happen simultaneously. As a result, this unit will be of a minimum economic size and therefore will be able to add positive value to the Company in future.

The profitability of the company during the year under review was also affected due to GST implementation by the Govt of India, which resulted in lower offtake as customers were reducing inventory as far as possible particularly in the first quarter. Besides your company had to make a one-time provision for Bad Debts of Rs. 2.91 crores on account of suspension of operations at one of its customers which is an unusually large provision considering the track record in this respect over the past many years.

FUTURE PROSPECTS

As a result of various expansion plans undertaken by the company over the past few years, your Company presently has 15 highly configured printing lines installed cumulatively across its various plants.

As a result of the same, the Company has capacity by which it can realise significant growth in the years to come. Now that the lag effect of demonetization and GST is behind us, your Directors are confident of achieving higher rates of growth in the future and improvement in profitability as a consequence.

The company is now well positioned in the market place on account of larger and more varied manufacturing base, as a result of expansion carried out in the past.

DIRECTORS

Declaration of Independence under section 149(6)/ (7) of the Companies Act, 2013 from Ms. Sonal Agrawal, Mr. Sudhir Merchant, Mr. Atul Sud, Mr. Rabindra Jhunjhunwala and Mr. Sunil Talati the Independent Directors, have been received by the Company. Mr. K. K. Kanoria, Executive Chairman, Mr. Saket Kanoria, Managing Director and Mr. Akshay Kanoria Executive Director has been re-appointed by the Board, for a period of three years with effect from 01.10.2018, subject to approval of Members, on such terms and conditions including remuneration thereof, on the recommendation of the Nomination and Remuneration committee. Mr. S G Nanavati retires by rotation at the forth coming Annual General Meeting of the Company and been eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

(a) In the preparation of the annual financial statement for the year ended 31.3.2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any:

(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 Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) The directors 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.

During the year 2017-18, the company has also complied with the Secretarial Standards as amended and applicable to the Company.

KEY MANAGERIAL PERSONNEL

There were no changes in the Directors of the Company during the Financial Year.

The following persons are the Key Managerial Personnel in terms of Section 203 of the Companies Act, 2013:

Sr. No.	Name of the Person	Designation
1.	Mr. K. K. Kanoria	Executive Chairman
2.	Mr. Saket Kanoria	Managing Director
3.	Mr. Akshay Kanoria	Executive Director
4.	Mr. S. G. Nanavati	Executive Director
5.	Mr. Vivek Poddar	Chief Financial Officer
6.	Mr. Harish Anchan	Company Secretary

NUMBER OF BOARD MEETINGS

During the year under review five meetings of Board of Directors of the Company were held on 16.05.2017, 15.07.2017, 14.08.2017, 20.11.2017 and 07.02.2018. The gap between two meetings did not exceed 120 days.

CORPORATE GOVERNANCE

It has always been the Company’s endeavor to operate in a fair and transparent manner with the highest standards of Corporate Governance. The Company complies with the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Statutory Auditors confirming the compliance of conditions on Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as annexure to this effect.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 (8) of the Companies Act, 2013, the composition of the Audit Committee is disclosed as under:

Sr. No.	Name	Designation
1.	Mr. Atul Sud	Chairman - Independent Director
2.	Mr. Sudhir Merchant	Member - Independent Director
3.	Ms. Sonal Agrawal	Member - Independent Director
4	Mr. Sunil Talati	Member - Independent Director

The Board of Directors of the Company accepted all the recommendations of the Audit Committee during the year. During the year 4 (four) Audit Committee Meetings were held on, 16.05.2017, 14.08.2017, 20.11.2017 and 07.02.2018. The gap between two meetings did not exceed 120 days.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014, the composition of the Nomination and Remuneration Committee is disclosed as under:

Sr. No.	Name	Designation
1	Mr. Sudhir Merchant	Chairman - Independent Director
2	Ms. Sonal Agrawal	Member - Independent Director
3	Mr. Atul Sud	Member - Independent Director

During the financial year one meeting of the Nomination and Remuneration Committee was held on 16.05.2017.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee of the Company, consists of the following members :-

Sr. No.	Name	Position
1	Mr.Sudhir Merchant	Chairman - Independent Director
2	Mr.Saket Kanoria	Member - Managing Director
3	Mr.Rishav Kanoria	Member - Non-Executive Director

A policy on the (CSR) formulated by the CSR Committee is available at the website of the Company www.tcpl.in. The Company has spent adequately the amount required to be spent on CSR activities during the financial year. The required detail of expenditure incurred under CSR Programs in the prescribed format is annexed to the Directors’ Report. The meeting of CSR Committee were held on 16.05.2017 and 07.02.2018.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS OF THE COMPANIES ACT, 2013

During the Financial Year 2017-18 the Company has not given any loans, or provided Guarantees or made Investments as defined under section 186 of the Companies Act, 2013

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMAPNIES ACT, 2013

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. The particulars of Contract or arrangement in form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed to this Board Report.

A policy on dealing with Related Party Transactions was formulated by the Company which is available on the website of the Company www.tcpl.in

The disclosure requirements regarding Holding and Subsidiary Companies are not given as there is no Subsidiary Company. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process. The separate meeting of Independent Directors was held on 16.05.2017. The determined criteria for performance evaluation were as follows:

i. Attendance.

ii. Willingness to spend time and effort to know more about the company and its business.

iii. Contribution towards business development, Management of Affairs of Company, Corporate Governance.

iv. Contribution to developments of various Policies such as Remuneration Policy, Board’s Diversity Policy, Related Party Transaction Policy & Vigil Mechanism Policy

v. Sharing of knowledge and experience for the benefit of the Company.

vi. Following up matters whenever they have expressed their opinion

vii. Updated with the latest developments in areas such as corporate governance framework and financial reporting and in the industry and market conditions

viii. Achievement of business plans, labour relation, litigation, attrition level of employees, compensation policy, vigil mechanism, establishment and implementation of internal control system etc.

The familiarizing programme for the independent directors of the company, regarding their roles, rights, responsibilities in the Company, nature of the industry in which the company operates, business model of the company, etc. was duly conducted. The details of such familiarization programme is disclosed on the website of the Company www.tcpl.in.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes, except as discussed above affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION

The Company has adopted a ““Nomination & Remuneration Policy”“ which inter-alia includes Company’s policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics Policy. This mechanism provides adequate safeguards against victimization of directors/employees to deal within stance of fraud and mismanagement, if any.

The Vigil Mechanism Policy inter alia provides a direct access to the Complainant to the Chairman of the Audit Committee of the Company.

The Vigil Mechanism Policy of the Company is also posted on the Company’s website www.tcpl.in.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy, which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.

RISK MANAGEMENT

The Board of Directors of your Company has framed the Risk Management Policy. The Company being a manufacturer of the packaging material is always exposed to the general risks such as government regulations and policies, statutory compliances, economy related and market related. The Company from time to time identifies the risk and has put in its place appropriate measures for mitigating such risks.

SEXUAL HARASSMENT POLICY

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2017-18:

a) No of complaints received: Nil

b) No of complaints disposed of: N.A.

EXTRACTS OF ANNUAL RETURN

The extracts of the annual return in form MGT-9 as required under Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to this Board Report .

SIGNIFICANT REGULATORY OR COURT ORDERS

During the Financial Year 2017-18, there are no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITOR

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their report on Financial Statements for the Financial Year 2017-18.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditor in the Secretarial Audit Report for the Financial Year 2017-18.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made thereunder.

SHARE CAPITAL

During the Financial year 2017-2018 the Company has issued and allotted 4,00,000 Equity Shares on preferential allotment / private placement basis at a price of Rs. 600 per share (including premium of Rs. 590 per share) aggregating to Rs. 24 Crores in accordance with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2009, as amended (“ICDR Regulations”), to persons other than Promoters. These shares are subject to lock-in of 1 year as per SEBI (ICDR) guidelines. As on March 31, 2018, the authorised share capital of the Company is Rs. 10.00 crores divided into 1,00,00,000 equity shares of Rs. 10/- each and the paid up equity share capital is Rs. 9.10 crores comprising of 91,00,000 equity shares of Rs. 10 each fully paid up.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There were 1632 employees on the Company’s payroll as on 31stMarch, 2018.

In terms of the provisions of 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, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report, which forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in the Annual Report, which forms part of this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

SECRETARIAL AUDIT REPORT

M/s Makarand M Joshi & Co., Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the financial year 2017-18, as required under Section 204 of the Companies Act, 2013 and rules made thereunder.

The Secretarial Audit report for Financial year 2017-18 forms part of Annual Report as Annexure to the Board’s Report.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has continued to make efforts for conservation of energy substantially and optimizing the use of energy.

Foreign exchange earnings and Outgo

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS

Your Company remains committed to improve the effectiveness of internal financial controls and processes which would help in efficient conduct of its business operations, ensure security to its assets and timely preparation of reliable financial information.

The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors.

The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly.

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors were, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any. There are no observations of Statutory and Internal Auditors.

STATUTORY AUDITORS

M/s. Singhi & Co., Chartered Accountants have been appointed as Statutory Auditors of the Company in the 29th Annual General Meeting of the Company, from the conclusion of the 29th Annual General Meeting, for a period of 5 years, until the conclusion of the 34th Annual General Meeting of the Company.

As per the Companies (Amendment) Act, 2017, the requirement of ratification of the appointment of statutory auditors by the members at every Annual General Meeting is omitted. Hence, no resolution for ratification of re-appointment of M/s. Singhi & Co., the statutory auditors of the Company is proposed.

ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their warm appreciation for the valuable contribution, untiring efforts and spirit of dedication demonstrated by the employees and officers at all levels, in the sure and steady progress of the Company. Your Directors wish to record their appreciation to all our bankers namely Dena Bank, Axis Bank, ICICI Bank, Citi Bank and RBL Bank for their continued support and timely assistance in providing working capital and long-term fund requirements.

For and on Behalf of the Board of Directors

Place: Mumbai

Date: 25th May, 2018 Chairman

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Mar 31, 2017

The Directors have pleasure in submitting the Twenty Nineth Annual Report alongwith Audited Financial Statement for the Financial Year ended on 31st March, 2017.

FINANCIAL RESULTS

Your Company''s performance during the Financial Year 2016-17 is summarized below:-

(Rs. in Lacs)

Particulars	Year	Year
	2016-17	2015-16
Gross Sales	65542.23	62650.82
Net Sales	59596.26	58090.93
Other Operating Income	1707.66	1169.96
Net Sales including Other Operating Income	61303.92	59260.89
EBIDTA	9778.89	10054.23
EBIDTA % of Net Sales	16.41	17.31
From which have been deducted:
Interest / Finance charges	2138.95	2012.65
Leaving a Cash Profit of	7639.94	8041.58
From which have been deducted:
Depreciation	2909.12	2518.39
Provision for Tax	1012.83	1100.99
MAT CREDIT Entitlement	-445.17	-
Provision for Deferred Taxation	842.38	594.25
Leaving a balance of	3320.78	3827.95
To which have been added:
Balance brought forward from previous year	3934.56	1876.24
Making a total of	7255.34	5704.19
Which has been appropriated by the Directors as under
General Reserve	1000.00	1000.00
Proposed Dividend	-	639.45
Corporate tax on dividend	-	130.18
Balance to be carried forward	6255.34	3934.56
Total	7255.34	5704.19

DIVIDEND

Your Directors recommend dividend of Rs.6.25 per Equity Share. The payout on account of dividend and tax thereon amounts to Rs.54.45 Lakhs. This corresponds to 19.71 % of the profit for the year 2016-17.

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

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

The payout of Rs.654.45 Lakhs in respect of dividend, will be accounted during the Financial Year 2017-18, if approved by the Members in the ensuing Annual General Meeting.

WORKING REVIEW

During the year 2016-17, the gross turnover of your Company has increased marginally to Rs.655.42 crores from Rs.626.51 crores for the previous year ended 31st March, 2016 representing a growth of 4.61 %.

As you may be aware, the Company continues to do a share of its business by the conversion route (defined as business where the customer provides the main raw material). However, had all the products been sold on sales basis, the turnover would have been Rs.690.00 crores as against Rs.660.34 crores representing a growth of 4.49 %.

The year under review has been a difficult year for the Company due to the macro economic conditions that the company had to encounter. The performance of the company was affected adversely on account of the demonetization notification that the Government of India announced on 8th November, 2016, whereby there was a drastic reduction in the offtake of packaging materials as a result of lower consumer demand of our customers. This event infact caused a reduction in overall volume and for the first time in many years, for the quarter ended March, the Company''s sales were actually lower than the corresponding quarter of the previous year. Your Directors consider that the lag effect of the demonetization effect was largely instrumental in this reduction. In addition to the above, the exchange rate of Rupee v/s U.S. Dollar & Euro has also had an adverse effect on the Company''s performance.

As you are aware, the Company exports a fair share of its products and most of these transactions are conducted in US Dollar currency. Since the Rupee has appreciated against US Dollar, there was reduction in the realization of our exports, which not only lowered turnover but also affected profitability.

During the year, your Company has undertaken major expansion projects. Your Directors are pleased to announce that all of them were completed satisfactorily.

Silvassa offset packaging plant has been expanded by installing a new KBA offset printing line with all accessories which commenced commercial production in October 2016. This machine is equipped with several advanced features enabling high value packaging to be converted.

Further, the Guwahati plant of the Company has also received another new printing line from KBA, Germany which was installed in March 2017. Commercial production has also commenced on this machine. By the installation of this machine, the capacity of Guwahati plant has been doubled which shall be useful to cater to the growing volumes of the Company in the North Eastern region of India.

Further, the Company has taken a major step forward in entering into the flexible packaging segment and has set-up a green field plant at Silvassa. This plant was ready for trial run in September / October 2016 and has started commercial production in February 2017. This plant is also equipped with state-of-art equipment which are mainly imported from Italy and its output though at a low volume has stabilized. With the entry of your Company into this fast growing segment, it can now cater to a very large part of the customers overall packaging requirements.

As a consequence of the above, the Company had to bear an additional burden of depreciation and interest besides overheads coupled with low growth in sales. The EBIDTA margin for the year has reduced from 17.31 % to 16.43 % resulting in a lower profitability.

FUTURE PROSPECTS

As a result of various expansion plans undertaken by the company over the past few years, your Company presently has 15 highly configured printing lines installed cumulatively across its various plants.

As a result of the same, the Company has very large capacity by which it can realize significant growth in the years to come. Now that the lag effect of demonetization is behind us, your Directors are confident of achieving higher rates of growth in the future.

The company is now well positioned in the market place on account of larger and more varied manufacturing base, as a result of expansion carried out recently.

DIRECTORS

Declaration of Independence under section 149(6)/(7) of the Companies Act, 2013 from Ms. Sonal Agrawal, Mr. Sudhir Merchant, Mr. Atul Sud, Mr. Rabindra Jhunjhunwla, and Mr. Sunil Talati the Independent Directors have been received by the Company. Mr. S. G. Nanavati, Executive Director has been re-appointed by the Board, for a period of three years with effect from 01.06.2017, subject to approval of Members, on such terms and conditions including remuneration thereof, on the recommendation of the Nomination and Remuneration committee. Mr. Rishav Kanoria retires by rotation at the forthcoming Annual General Meeting of Company and been eligible offers himself for re-appointment. Mr. Akshay Kanoria was appointed as Executive Director of the Company with effect from 27.05.2016 and the same was approved by the members at the 28th Annual General Meeting held on 12.08.2016

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

(a) In the preparation of the annual financial statement, for the year ended 31.03.2017 the applicable accounting standards had been followed along with proper explanation relating to material departures, if any:

(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 the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) The directors 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.

KEY MANAGERIAL PERSONNEL

The following persons are the whole time Key Managerial Personnel in terms of Section 203 of the Companies Act, 2013

Sr. No.	Name of the Person	Designation
1.	Mr. K. K. Kanoria	Executive Chairman
2.	Mr. Saket Kanoria	Managing Director
3.	Mr. Akshay Kanoria*	Executive Director
4.	Mr. S. G. Nanavati	Executive Director
5.	Mr. Vivek Poddar	Chief Financial Officer
6.	Mr. Harish Anchan	Company Secretary

* Mr. Akshay Kanoria was appointed w.e.f. 27.05.2016

NUMBER OF BOARD MEETINGS

During the year under review five meetings of Board of Directors of the Company were held on 02.05.2016, 27.05.2016, 12.08.2016, 10.11.2016 and 24.01.2017. The gap between two meetings did not exceed 120 days.

CORPORATE GOVERNANCE

It has always been the Company''s endeavor to operate in a fair and transparent manner with the highest standards of Corporate Governance. The Company complies with the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Statutory Auditors confirming the compliance of conditions on Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as annexure to this effect.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 (8) of the Companies Act, 2013, the composition of the Audit Committee is disclosed as under:

Sr. No.	Name	Designation
1.	Mr. Atul Sud	Chairman - Independent Director
2.	Mr. Sudhir Merchant	Member - Independent Director
3.	Ms. Sonal Agrawal	Member - Independent Director
4.	Mr. Sunil Talati	Member - Independent Director

The Board of Directors of the Company accepted all the recommendations of the Audit Committee during the year. During the year 5 (five) Audit Committee Meetings were held on, 02.05.2016, 27.05.2016, 12.08.2016, 10.11.2016 and 24.01.2016. The gap between two meetings did not exceed 120 days.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014, your Company has a Nomination and Remuneration Committee of the Board of Directors comprising of the following Members:-

Sr. No.	Name	Designation
1	Mr. Sudhir Merchant	Chairman - Independent Director
2	Ms. Sonal Agrawal	Member - Independent Director
3	Mr. Atul Sud	Member - Independent Director

During the financial year one meeting of the Nomination and Remuneration Committee was held on 27.05.2016.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee of the Company, consists of the following members :-

Sr. No.	Name	Position
1	Mr. Sudhir Merchant	Chairman - Independent Director
2	Mr. Saket Kanoria	Member - Managing Director
3	Mr. Rishav Kanoria	Member - Non Executive Director

A policy on the (CSR) formulated by the CSR Committee is available at the website of the Company www.tcpl.in. The Company has spent adequately the amount required to be spent on CSR activities during the financial year including the shortfall of Rs.21.80 lakhs carried forward from the previous years. The required detail of expenditure incurred under CSR Programmes in the prescribed format with this Report

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the Financial Year 2016-17 the Company has not given any Loans, or provided Guarantees or made Investments as defined under section 186 of the Companies Act, 2013

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188.

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. The particulars of Contract or arrangement in form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014) is annexed to this Board Report .

A policy on dealing with Related Party Transactions was formulated by the Company which is available on the website of the Company www.tcpl.in

The disclosure requirements regarding Holding and Subsidiary Companies are not given as there is no Subsidiary Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process. The separate meeting of Independent Directors was held on 27.05.2016. The determined criteria for performance evaluation were as follows:

i. Attendance.

ii. Willingness to spend time and effort to know more about the company and its business.

iii. Contribution towards business development, Management of Affairs of Company, Corporate Governance.

iv. Contribution to developments of various Policies such as Remuneration Policy, Board''s Diversity Policy, Related Party Transaction Policy & Vigil Mechanism Policy

v. Sharing of knowledge and experience for the benefit of the Company.

vi. Following up matters whenever they have expressed their opinion

vii. Updated with the latest developments in areas such as corporate governance framework and financial reporting and in the industry and market conditions

viii. Achievement of business plans, labour relation, litigation, attrition level of employees, compensation policy, vigil mechanism, establishment and implementation of internal control system etc.

The familiarizing programme for the independent directors of the company, regarding their roles, rights, responsibilities in the Company, nature of the industry in which the company operates, business model of the company, etc. was also conducted. The details of such familiarization programme is disclosed on the website of the Company www.tcpl.in.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION

The Company has adopted a "Nomination & Remuneration Policy" which inter-alia includes Company''s policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics Policy. This mechanism provides adequate safeguards against victimization of directors/employees to deal within stance of fraud and mismanagement, if any.

The Vigil Mechanism Policy inter alia provides a direct access to the Complainant to the Audit Committee Chairman of the Company. The Vigil Mechanism Policy of the Company is also posted on the Company''s website.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a Policy, which lays down a frame work in relation to remuneration of Directors, Key Mangerical Personnal and Senior Management of the Company. This Policy also lays down creteria for selection and appointment of Board Members.

RISK MANAGEMENT

The Board of Directors of your Company has framed the Risk Management Policy. The Company being a manufacturer of the packaging material is always exposed to the general risks such as government regulations and policies, statutory compliances, economy related, market related. The Company from time to time identifies the risk and has put in its place appropriate measures for mitigating such risks.

SEXUAL HARASSMENT POLICY

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2016-17:

a) No of complaints received: Nil

b) No of complaints disposed of: N.A.

EXTRACTS OF ANNUAL RETURN

The extracts of the annual return in form MGT-9 as required under Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to this Board Report .

SIGNIFICANT REGULATORY OR COURT ORDERS

During the Financial Year 2016-17, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITOR

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their report on Financial Statements for the Financial Year 2016-17.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditor in the Secretarial Audit Report for the Financial Year 2016-17.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made there under.

PERSONNEL

There were 1598 employees are on the Company''s payroll as on 31st March, 2017.

Information required under Rule 5(1) (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure of the Boards'' Report.

SECRETARIAL AUDIT

M/s Makarand M Joshi & Co., Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the financial year 2016-17, as required under Section 204 of the Companies Act, 2013 and rules made there under.

The Secretarial Audit report for Financial year 2016-17 forms part of Annual Report as Annexure to the Board''s Report.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has continued to make efforts for conservation of energy substantially and optimizing the use of energy.

Foreign exchange earnings and Outgo

	(Rs. In Lacs)
Foreign Exchange Earned	10856.94
Foreign Exchange Outgo	9397.23

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS

Your Company remains committed to improve the effectiveness of internal financial controls and processes which would help in efficient conduct of its business operations, ensure security to its assets and timely preparation of reliable financial information.

The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors.

The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly.

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors were, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any. There are no observations of Statutory and Internal Auditors.

CHANGE IN AUDITORS

M/s. Shah Gupta & Co., Chartered Accountants are auditors of the Company, since the Company commenced business activities. In terms of its appointment made at the 28th Annual General Meeting held on 12th August, 2016, it holds office of the auditors for the financial year 2016-2017 and would retire at the conclusion of the 29th Annual General Meeting.

As per Section 139(2) of the Companies Act, 2013 (''the Act''), an Audit firm can be appointed or re-appointed not more than two terms of five consecutive years. M/s. Shah Gupta & Co., which is a firm of Auditors since beginning has already completed two terms of five consecutive years. The second proviso to Section 139(2) of the Act, stipulates compliance of the said provisions within three years from the commencement of the Act, for the Company in existence before the commencement of the Act and the said three years will expire on the conclusion of the ensuing Annual General Meeting.

The Company is therefore required to appoint a new Audit firm in place of M/s. Shah Gupta & Co.

The Company has considered various big / medium size reputed Audit Firms for the necessary appointment as Statutory Auditors of the Company. After due deliberations, M/s. Singhi & Co. Chartered Accountants is proposed to be appointed as auditors for a period of 5 years, commencing from the conclusion of 29th AGM till the conclusion of the 34th AGM subject to ratification by members every year, if applicable.

M/s. Singhi & Co. Chartered Accountants, have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their warm appreciation for the valuable contribution, untiring efforts and spirit of dedication demonstrated by the employees and officers at all levels, in the sure and steady progress of the Company. Your Directors wish to record their appreciation to all our bankers namely Dena Bank, Axis Bank ICICI Bank, Citi Bank and RBL Bank for their continued support and timely assistance in providing working capital and long-term fund requirements.

Further, your Directors would like to place on record their appreciation for M/s.Shah Gupta & Co. the outgoing auditors for their valuable contribution and support over the years.

For and on Behalf of the Board of Directors

Place: Mumbai

Date: 16th May, 2017

Chairman

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting the Twenty-Seventh Annual Report with the audited accounts of the Company for the year ended 31st March, 2015.

Financial results

(Rs. in lacs)

Particulars Year Year 2014-15 2013-14

Gross Sales / Income from operations 51740.28 41243.57

EBIDTA 8199.76 6118.02

From which have been deducted :

Interest / Finance charges 1728.83 1765.60

Leaving a Cash Profit of 6470.93 4352.42

From which have been deducted :

Depreciation 2167.34 2379.29

Provision for Tax 960.00 525.00

Provision for Deferred Taxation 125.00 197.77

Leaving a balance of 3218.59 1250.36

To which have been added :

Balance brought forward from previous year 285.92 290.02

Making a total of 3504.51 1540.38

Which has been appropriated by the Directors as under

General Reserve 1000.00 1000.00

Proposed Dividend 522.00 217.50

Corporate tax on dividend 106.27 36.96

Balance to be carried forward 1876.24 285.92

Total 3504.51 1540.38

Dividend:

Your Directors are pleased to recommending dividend of Rs. 6.00 per Equity Share amounting to Rs. 6.28 crores including tax thereon, which works out to 19.52 % of PAT

WORKING REVIEW AND PERFORMANCE

Working Review:

During the year 2014-15, the gross turnover of your Company has increased to Rs. 517.40 crores from Rs. 412.43 crores for the previous year ended 31st March 2014 representing a growth of 25.45%. Your Company has converted 48917 MT of paperboard as against 43360 MT in the previous year.

As usual, your Company continues to do significant share of its business by the conversion route. However, had all the products been sold on sales basis, the turnover would have been Rs. 551.47 crores as against Rs. 447.29 crores in the previous year, representing a growth of 23.29%.

During the year under review, your Company has earned an EBIDTA of Rs. 82.00 crores as compared to Rs. 61.18 crores, an increase of 34.03% over the previous year and amounts to 16.70% of net sales, as against 15.69% in the previous year.

Performance:

Silvassa factory:

During the year under review, performance of all the three units at Silvassa have been encouraging and all the units have significantly contributed to the growth in sales.

During the year review, the Company installed a state-of-art Novacut blanking machine for the first time in India which was imported from Bobst, Switzerland. This machine will enhance our conversion capabilities in the offset division. Apart from this machine, some balancing equipments have also been added during the year.

The unit has added several prestigious customers during the year and continues to perform satisfactorily.

Haridwar factory:

The Haridwar plant of your Company continues to achieve high levels of capacity utilisation. The products of the Company have been well received by its customers and your Directors are pleased to state that the levels of utilisation and business generated at this plant have surpassed expectations and are at satisfactory level.

Your Directors have now taken steps to expand the operations at Haridwar by adding a new printing machine which is being imported from KBA, Germany alongwith other ancillary equipments. The added capacity is expected to go on stream by September this year and shall significantly increase the capacity of the unit.

Goa factory:

The year under review is the first full year of operations in Goa Factory with a printing line. The units operations have been fairly stable and will be a key factor in our pursuit of servicing orders from regional and south based customers.

Guwahati factory:

Your Directors are pleased to inform that the factory at Guwahati was commissioned in March this year. This state-of-art unit has been set up at an investment of Rs. 54 crores which has been completed on time and within cost.

The unit was inaugurated by Hon. Chief Secretary of Assam, Shri Jitesh Khosla and the operations of the unit are currently stabilising. The unit is entitled to various fiscal benefits which shall be claimed during the year.

The feedback from customers who have visited the unit has been very positive and encouraging and your Directors are confident of a good contribution from this unit in the years to come.

Future Prospects:

Your Directors are pleased to state that with the consistent improvement in the growth rate of the Indian economy since new Government came into power in May 2014, your Company has also achieved high rate of growth and continues to be India's largest independent manufacturer of folding cartons with a turnover crossing the milestone figure of Rs. 500 crores and a compound average growth rate in excess of 21 % over the last 5 years.

Further, your Directors are hopeful that with inflation stabilising as well as decline in interest rates it will boost the purchasing power of the consumer, which would have a multiplier positive effect on our Company.

Your Directors are considering several opportunities for future expansions and plans are being finalized as capacity utilisation at all locations has been quite high.

Directors:

Your Directors regret to inform about the sad demise of Mr. C. M. Maniar, Director of the Company on 29th June 2014. Your Directors have conveyed deepest condolences to his family and recorded its gratitude for the services he rendered as a Director of the Company and the leadership and guidance provided by him during directorship.

Mr. Sajjan Jindal, Chairman of the Company has resigned as Chairman as well as Director of the Company with effect from 26th May 2015. The same has been accepted by the board at its meeting held on 29th May 2015. The Board records its sincere appreciation for the invaluable support and guidance provided by Mr. Jindal over the past many years as the Chairman of the Company.

The Board has appointed Mr. K. K. Kanoria, who is Whole-time Director of the Company as the Chairman of the Company with effect from 29th May 2015.

Mr. S. G. Nanavati has been re-appointed as an Executive Director in the whole time employment of the Company for a period of 3 years w.e.f. 01st June, 2014 to 31st May, 2017. The Members of the Company had approved the said appointment at the Annual General Meeting held on 01st August, 2014.

The Board of Directors, on recommendation of Nomination & Remuneration Committee had appointed Mr. Rabindra Jhunjhunwala and Ms. Sonal Agrawal as an Additional Directors of the Company in the category of Independent Directors with effect from 30th June 2014. Thereafter, at the Annual General Meeting held on 1st August, 2014 the members of the Company appointed the said Directors as Independent Directors not liable to retire by rotation and to hold the office upto 31st March, 2019.

The Board of Directors at its meeting held on 22nd January 2015, on recommendation of Nomination & Remuneration Committee had appointed Mr. Sunil Talati as an Additional Director in the category of Independent Directors of the Company. The members of the Company had confirmed his appointment as Independent Director through Postal Ballot conducted by the Company on 27th March 2015. The members of the Company approved the term of Mr. Sunil Talati as a Director not liable to retire by rotation and to hold office upto 21st January, 2020.

The members have also confirmed the appointment of the existing Independent Directors viz. Mr. Atul Sud and Mr. Sudhir Merchant as Independent Directors with effect from 22nd January, 2015, not liable to retire by rotation and to hold the office upto 31st March, 2019.

Mr. K. K. Kanoria & Mr. Rishav Kanoria, Directors of the Company, retire by rotation and have offered themselves for re-appointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement..

Directors' Responsibility Statement:

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013 with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible 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) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they have prepared the annual accounts on a going concern basis; and

e) That they have laid down proper internal financial controls and that the same are adequate and operating effectively; and

f) That they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Detail of Key Managerial Personnel:

The following persons are the whole time Key Managerial Personnel in terms of Section 203 of the Companies Act, 2013:-

Sr. Name of the Person Designation No.

1 Mr. K. K. Kanoria Chairman

2. Mr. Saket Kanoria Managing Director

3. Mr. Rishav Kanoria Executive Director

4. Mr. S. G. Nanavati Executive Director

5. Mr. Vivek Poddar Chief Financial Officer

6. Mr. Pravin Karambelkar Company Secretary

Number of Board Meetings:

The Board of Directors met 6 (six) times in the year. The details of the meeting of the board and the attendance of the Directors are provided in the Corporate Governance Report.

Sustainability:

Your Company strongly believes that in order to be a good corporate citizen, respect of the environment is paramount. Accordingly, the company has taken several steps to negate its carbon footprint, installing sustainable cooling and air conditioning systems, optimizing usage of raw materials, as well as outfitting all factories with the latest generation LED lamps. Further, your company has taken the pledge to be associated with the Swachh Bharat Abhiyan (Clean India Mission), taking responsibility for cleanliness of the areas around its factories.

Corporate Governance:

Your Company has complied with all the provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement with the Stock Exchange. A report on the compliance of the Corporate Governance and the Auditors' certificate are given as an Annexure to this effect.

Audit Committee

Pursuant to the provisions of Section 177 (8) of the Companies Act, 2013, the composition of the Audit Committee is disclosed as under:

Sr. Name Designation No.

1. Mr. Atul Sud Chairman (Independent Director)

2. Mr. Sudhir Merchant Member (Independent Director)

3. Ms. Sonal Agrawal Member (Independent Director)

All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company.

Corporate Social Responsibility:

The Company has constituted the Corporate Social Responsibility Committee on 30th May, 2014 consisting of the following members:

Sr. Name Designation No.

1. Mr. Sudhir Merchant Chairman

2. Mr. Saket Kanoria Member

3. Mr. Rishav Kanoria Member

The report on Corporate Social Responsibility (CSR) activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure "A".

Related Party Transactions:

All the Related Party Transactions are in the ordinary course of business and on arm's length basis and are in compliance with the applicable provisions of the Act and the listing agreement. There are no materially significant related party transactions made by the Company with Promoters, Directors and Key Managerial Personnel etc. which may have potential conflict of interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval, if required. The details of the transactions with related parties are provided in the accompanying financial statements.

Board Evaluation:

The performance evaluation of the Independent Directors was also carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors were carried out by the Independent Directors by review at the meeting of the Independent Directors. Your Directors express their satisfaction with the evaluation process.

Policy for selection, appointment and remuneration of directors including Criteria for their Performance Evaluation

The Company has adopted a "Nomination & Remuneration Policy" which interalia includes Company's policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors.

Vigil Mechanism/Whistle Blower Policy:

The Company has a Vigil Mechanism Policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics Policy. This mechanism provides adequate safeguards against victimization of directors/employees to deal within stance of fraud and mismanagement, if any.

The Vigil Mechanism Policy inter alia provides a direct access to the Complainant to the Audit Committee Chairman of the Company. The Vigil Mechanism Policy of the Company is also posted on the Company's website.

Risk Management:

The Board of Directors of your Company has framed the Risk Management Policy. The Company being a manufacturer of the packaging material is always exposed to the general risks such as government regulations and policies, statutory compliances, economy related, market related. The Company from time to time identifies the risk and has put in its place appropriate measures for mitigating such risks.

Sexual Harassment Policy:

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15:

a) No of complaints received: Nil

b) No of complaints disposed of: Nil

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith has "Annexure B".

Secretarial Audit Report:

M/s S. Anantha & Co., Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and rules made thereunder.

The Secretarial Audit report for Financial year 2014-15 forms part of Annual Report as Annexure "C" to the Board's Report. With respect to the observations of the Secretarial Auditor, the Board replies hereunder:-

1. Non-filing of E-Form-MGT10 i.e., Return to be filed with Ministry of Corporate Affairs, whenever there is an increase or decrease of two percent or more in the shareholding of the Promoters and top ten shareholders within 15 days of such change by the Company.

The Company has filed E-Form-MGT10 whenever there is a change of 2% or more calculated on the paid up share capital of the Company.

2. Notice with respect to Annual General Meeting and Book Closure is made electronically to the Stock Exchanges and placed on the website of the Company, however, Notice as per Section 91 read with Rule 10 of the Companies (Management and Administration) Rules, 2014 has not been published in the newspaper.

The Company immediately intimated about the Book-Closure to both the Stock Exchanges viz. BSE Limited and the Ahmedabad Stock Exchange Limited and the same got released in the Press Release of BSE Limited. Further, the Company published in its Website about the Book-Closure and in the Annual Report.

Deposits:

Your Company has not accepted any deposit from the general public in terms of Section 73 of the Companies Act, 2013 Particulars of Loan, Guarantees or Investment:

During the year under review, the Company has not given any loan, guarantee or made investment under Section 186 of the Companies Act, 2013.

Personnel:

Your Directors are pleased to state that the relations with the employees and workers at factories and offices were cordial throughout the year under review.

Two persons employed throughout the year, were in receipt of remuneration of Rs. 60 Lacs per annum or more, amounting to Rs. 1.88 crores. There were 1092 employees on the rolls of Company as on March 31,2015.

Information required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended on 31st March, 2015 is given in a separate Annexure to this Report.

The above Annexure is not being sent along with this Report to the Members of the Company. In accordance with the provisions of section 136 of the Companies Act, 2013 the same is available for inspection during working hours for a period of 21 days before the date of the Annual General Meeting. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company in this regard.

Conservation of Energy, Technology Absorptions :

Your Company has continued to make efforts for conservation of energy substantially and optimizing the use of energy.

Auditors:

M/s. Shah Gupta & Company, Auditors of the Company retire at the Annual General Meeting and are eligible for re-appointment.

Acknowledgement:

Your Directors wish to record their appreciation to all our bankers namely Dena Bank, Axis Bank and ICICI Bank for their continued support and timely assistance in providing working capital and long term fund requirements and RBL Bank for the financial assistance provided for long term fund requirements.

Place: Mumbai For and on Behalf of the Board of Directors Date: 3rd, June 2015 Chairman

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Mar 31, 2014

To the Members,

The Directors have pleasure in submitting the Twenty-Sixth Annual Report with the audited accounts of the Company for the year ended 31st March, 2014.

Financial results

(Rs. in lacs)

Year Year Particulars 2013-14 2012-13

Gross Sales / Income from operations 41243.57 38877.69

EBIDTA 6191.97 5579.72

From which have been deducted :

Losses on account of Exchange rate difference 73.95 14.30

Interest / Finance charges 1765.60 1495.68

Leaving a Cash profit of 4352.42 4069.74

From which have been deducted :

Depreciation 2379.29 2035.27

Provision for Tax 525.00 605.10

Provision for Deferred Taxation 197.77 78.74

Leaving a balance of 1250.36 1350.63

To which have been added :

Balance brought forward from previous year 290.02 209.11

Making a total of 1540.38 1559.74

Which has been appropriated by the Directors as under

General Reserve 1000.00 1000.00

Proposed Dividend 217.50 230.55

Corporate tax on dividend 36.96 39.18

Balance to be carried forward 285.92 290.02

Total 1540.38 1559.74

Dividend:

Your Directors are pleased to recommending dividend of Rs.2.50 per Equity Share amounting to Rs.254.46 lakhs including tax thereon.

WORKING REVIEW AND PERFORMANCE

Working Review:

During the year 2013-14, the gross turnover of your Company has increased to Rs.412.43 crores from Rs.388.78 crores for the previous year ended 31st March 2013 representing a growth of 6.08%. Your Company has converted 43360 MT of paperboard as against 41773 MT in the previous year.

As usual, your Company continues to do significant share of its business by the conversion route. However, had all the products been sold on sales basis, the turnover would have been Rs.447.29 crores as against Rs.420.83 crores in the previous year, representing a growth of 6.29%.

Your Company''s exports for the year ended 31st March, 2014 stood at Rs.64.38 crores, as against Rs.85.69 crores for the previous year.

During the year under review, your Company has earned an EBIDTA of Rs.61.92 crores as compared to Rs. 55.80 crores, an increase of 10.97% over the previous year and amounts to 15.88% of net sales, as against 15.17% in the previous year.

Silvassa factory:

During the year under review, the operations of all the three units in Silvassa have been encouraging and all the units have significantly contributed to the growth in sales.

During the year under review, the Company installed a state-of-the-art KBA offset printing machine from Germany at its Offset Printing Unit (OPU) in Silvassa alongwith a host of ancillary equipments which was commissioned in July 2013. The capacity utilisation of the unit has been increasing for the past few months and the unit has also added several new customers to its portfolio.

The performance of the Gravure printing unit (GPU) at Silvassa has also been satisfactory and bulk of the Company''s exports is contributed by products manufactured by this unit. This unit was also expanded during the year by integrating the neighbouring plots, and by installation of equipments which enable us to convert value added jobs such as high volume foil stamping and tactile UV applications.

The third unit at Silvassa is called Fluted Corrugation unit (FCU) and is also performing satisfactorily and is producing E/F/N futed cartons for a variety of customers in the FMCG and Food industries.

Haridwar factory:

The Haridwar plant of your Company continues to achieve high levels of capacity utilisation. The products of the Company have been well received by its customers and your Directors are pleased to state that the levels of utilisation and business generated at this plant have surpassed expectations and are at satisfactory level.

Goa factory:

During the year under review, your company added a printing machine at this facility by transferring a 6 colour offset printing machine from Silvassa and installed additional new equipment. This factory has become a full-fedged independent unit for manufacture of printed cartons, and will be a key factor in our pursuit of servicing orders from south based customers.

Guwahati project:

During the year under review, your Directors have decided to pursue the opportunity to expand our activities by setting up a Greenfield state-of-art packaging plant in Chayagaon, near Guwahati in the state of Assam. The northeast region of the country has been growing rapidly and Central and State Governments offer several fiscal benefits for units being set up there. In view of this, your Company has decided to set up a plant there to cater to the increasing demand for high quality packaging in that region. The construction of the factory building at the site is going on in full swing and we expect to commence commercial production by the end of the year.

Future prospects:

Your Directors are pleased to state that due to the continuous growth your Company has witnessed, it continues to be India''s largest independent manufacturer of folding cartons with a turnover crossing a milestone fgure of Rs.400 crores at a compound annual growth rate in excess of 16% over the last 5 years.

Further, your Directors are hopeful that, with the swearing in of a very progressive and stable Government at the Centre, the growth of Indian economy will further accelerate which promises to result in high growth in the FMCG sector and this will enable your company to utilise its capacities at higher levels and indeed create more opportunities for growth in the foreseeable future.

Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Director''s Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible 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) That they have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

d) That they have prepared the annual accounts on a going concern basis.

Deposits:

Your Company has not accepted any deposits from the general public in terms of Section 58A of the Companies Act, 1956.

Corporate Social Responsibility:

According to Section 135 of the Companies Act, 2013, Board of Directors in their meeting held on 30th May 2014 have constituted a Corporate Social Responsibility Committee comprising of Mr. Sudhir Merchant, Mr. Saket Kanoria, and Mr. Rishav Kanoria. The company has adopted a Corporate Social Responsibility Policy at board meeting and the same has been posted on the website of the Company.

Corporate Governance:

Your Company has complied with all the provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement with the Stock Exchange. A report on the compliance of the Corporate Governance and the Auditor''s certifcate are given as an Annexure to this effect.

Directors:

Your Directors regret to inform that Mr. Pradip Kumar Khaitan has resigned as a Director from our Company with effect from 29th May 2014. Recent changes in the Companies Act, has placed restrictions on the total number of companies a person can serve as Director, hence this resignation. Your Directors wish to place on record the invaluable guidance Mr. Khaitan provided during his tenure and would like to record our appreciation for his varied contribution.

Mr. Sajjan Jindal & Mr. S. G. Nanavati, Directors of the Company, retire by rotation and have offered themselves for re-appointment.

Personnel:

Your Directors are pleased to state that the relations with the employees and workers at factories and offices were cordial throughout the year under review.

There are no employees who were drawing remuneration as per the limits specified under Rule 1A of the Companies (Particulars of Employees), Rules 1975, and hence, particulars as required under the provisions of Section 217 (2AA) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended are not given.

Conservation of Energy and Technology Absorptions:

Your Company has continued to make efforts for conserving and optimizing the use of energy.

Acknowledgement:

Your Directors wish to record their appreciation to all our bankers namely Dena Bank, Axis Bank and ICICI Bank for their continued support and timely assistance in providing working capital and long term fund requirements.

Auditors:

M/s. Shah Gupta & Co., Auditors of the Company retire at the Annual General Meeting and are eligible for re-appointment.

For and on Behalf of the Board of Directors

Place: Mumbai Date: 30th May, 2014

Saket Kanoria S. G. Nanavati Managing Director Executive Director

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Mar 31, 2013

To the Members,

The Directors have pleasure in submitting the Twenty Fifth Annual Report with the audited accounts of the Company for the year ended 31st March, 2013.

Financial results

(Rs. in lacs)

Particulars Year Year 2012-13 2011-12

Gross Sales / Income from operations 38877.69 29567.87

EBIDTA 5579.72 4486.03

From which have been deducted :

Losses on account of Exchange rate difference 14.30 353.46

Interest / Finance charges 1495.68 1196.50

Leaving a Cash Profit of 4069.74 2936.07

From which have been deducted :

Depreciation 2035.27 1796.65

Provision for Tax 605.10 197.46

Provision for Deferred Taxation 78.74 171.46

Leaving a balance of 1350.63 770.50

To which have been added :

Balance brought forward from previous year 209.11 40.84

Making a total of 1559.74 811.34

Which has been appropriated by the Directors as under :

General Reserve 1000.00 400.00

Proposed Dividend 230.55 174.00

Corporate tax on dividend 39.18 28.23

Balance to be carried forward 290.02 209.11

Total 1559.74 811.34

Dividend :

Your Directors are pleased to recommend an increased dividend of Rs. 2.65 per Equity Share amounting to Rs. 269.72 lakhs including tax thereon.

WORKING REVIEW AND PERFORMANCE

Working Review :

During the year 2012-13, the gross turnover of your Company has increased to Rs. 388.78 crores from Rs. 295.68 crores for the previous year ended 31st March 2012 representing a growth of 31.49%. Your Company has converted 41773 MT of paperboard as against 33194 MT in the previous year. As usual, your Company continues to do significant share of its business by the conversion route. However, had all the products been sold on sales basis, the turnover would have been Rs. 420.83 crores as against Rs. 337.04 crores, representing a growth of 24.86%.

Exports of your Company have witnessed significant increase over the previous year. Your Company''s exports for the year ended 31st March, 2013 has increased to an all time high of Rs. 85.69 crores, an increase from Rs. 50.62 crores for the previous year, representing a growth of 69.28 %.

During the year under review, your Company has earned an EBIDTA of Rs. 55.80 crores as compared to Rs. 44.86 crores, an increase of 24.39 % over the previous year.

Performance :

Silvassa factory :

During the year under review, the operations of the three units in Silvassa have been satisfactory.

The performance of the factories at Silvassa has been encouraging and all the units have significantly contributed to the growth in sales as well as growth in exports.

The Company is currently in the midst of installing a state-of-the-art KBA offset printing machine from Germany at its Offset Printing Unit (OPU) in Silvassa alongwith a host of ancillary equipments. The installation should be completed by the end of May 2013 and the benefits on account of this enhancement in capacity should accrue to your Company from June 2013 onwards. The old offset machine installed in this unit in the year 2001 will be removed from this unit and though the number of printing units will remain the same, the capacity will be enhanced as a result of latest technology being employed. In addition to the offset printing machine, your company is also installing an Expert Cut die cutter which is a very high speed and automated conversion machine enabling your Company to execute large volume jobs efficiently.

Haridwar factory :

During the year under review, the performance of this unit has been satisfactory. As a result of expansion in the previous year, the unit has been able to deliver high rates of growth.

Last year, your Company had also set-up a facility for manufacture of corrugated cartons in Haridwar. Your Directors are pleased to inform that this new unit has now stabilised and the products of this unit have been well received by the Customers.

Goa factory :

During the year under review, your company had started a new factory specialising in manufacture of corrugated cartons in Kundaim Industrial Estate in Goa. This unit has been set-up on leased premises and supplies from this unit commenced from July 2012. The unit has stabilised and its products have been well received by customers.

Your Directors are pleased to inform you that your Company has made arrangements to expand the premises by leasing the adjacent shed from May 2013, and are planning to install a 6 colour offset printing machine alongwith other ancillary equipment so this unit can become a full fledged independent unit for manufacture of printed cartons.

The expansion is expected to be completed by the end of July 2013 paving the way for TCPL''s entry in the rapidly growing South Indian market.

Future prospects :

Your Directors are pleased to state that due to the continuous growth your Company has witnessed, it continues to be India''s largest manufacturer of folding cartons with a turnover approaching approx Rs. 400 crores at a compound annual growth rate in excess of 20% over the last 7 years.

Your Directors are hopeful that with the continuous growth in the Indian economy, which results in even higher growth for consumer products, your Company shall be able to utilise its capacities at a higher level and will be able to maintain the growth it has achieved in the past.

Responsibility Statement :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Director''s Responsibility Statement, it is hereby confirmed :

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) That they have selected such accounting policies and applied them consistently and made judgements and estimates that are responsible 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) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

d) That they have prepared the annual accounts on a going concern basis.

Deposits :

Your Company has not accepted any deposits from the general public in terms of Section 58A of the Companies Act, 1956. Corporate Social Responsibility :

Your Company, as a part of Corporate Social Responsibility, has adopted an Industrial Training Institute in Dharampur, in the state of Gujarat near its factory in Silvassa. It is an industrial partner with the state of Gujarat in connection with upgradation of the institute. The institute offers vocational training to students of nearby villages in various fields like fitter, mechanic, wire-man, printing and packaging etc. At present the institute has 521 students on its rolls.

Corporate Governance :

Your Company has complied with all the provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement with the Stock Exchange. A report on the compliance of the Corporate Governance and the Auditor''s certificate are given as an Annexure to this effect.

Directors :

Mr. Sajjan Jindal & Mr. C.M.Maniar, Directors of the Company, retire by rotation and have offered themselves for re-appointment.

Mr. Rishav Kanoria has been appointed as an Additional Director at the Meeting of Board of Directors held on 7th May, 2013. He has been appointed as Executive Director, on the terms as approved by the Board, subject to approval of shareholders at the ensuing Annual General Meeting.

Issue of warrants :

During the year under review, the promoters of your Company have not been able to exercise the warrants which were held by them representing 550,000 equity shares. Though the promoters would have been very keen to subscribe to the warrants, in accordance with the SEBI regulations which restricts buying of shares by the Promoter group by 5% of the equity capital in a single year, the Promoters could not exercise their option to convert warrants into shares as they had procured the shares from the open market.

Accordingly, the 25% deposit amounting to Rs. 68.75 lacs which had been brought in by the Promoters against these warrants has been forfeited and added to the Capital Reserves as appearing in Note 2 of the accounts.

Personnel:

Your Directors are pleased to state that the relations with the employees and workers at factories and offices were cordial throughout the year under review.

There are no employees who were drawing remuneration as per the limits specified under Rule 1A of the Companies (Particulars of Employees), Rules 1975, and hence, particulars as required under the provisions of Section 217 (2AA) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended are not given.

Conservation of Energy and Technology Absorptions :

Your Company has continued to make efforts for conserving and optimizing the use of energy.

Acknowledgement :

Your Directors wish to record their appreciation to all our bankers namely Dena Bank, Axis Bank and ICICI Bank for their continued support and timely assistance in providing working capital and long term fund requirements.

Auditors :

M/s. Shah Gupta & Company, Auditors of the Company retire at the Annual General Meeting and are eligible for re-appointment.

For and on Behalf of the Board of Directors

Place : Mumbai

Date : 7th May, 2013 Chairman

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Mar 31, 2012

The Directors have pleasure in submitting the Twenty Fourth Annual Report together with the audited accounts of the Company for the year ended 31st March, 2012.

Financial Results

(Rs.In lakhs)

Particulars Year Year

2011-12 2010-11

Gross Sales / Income from operations 29567.87 25102.55

EBIDTA 4486.03 3477.19

From which have been deducted :

Losses on account of Exchange rate differences 353.46 62.09

Interest / Finance charges 1196.50 983.75

Leaving a Cash Profit of 2936.07 2431.35

From which have been deducted:

Depreciation 1796.65 1462.54

Provision for Tax and Wealth Tax 197.46 224.11

Provision for Deferred Taxation 171.46 116.00

Leaving a balance of 770.50 628.70

To which have been added :

Balance brought forward from previous year 40.84 57.71

Making a total of 811.34 686.41 Which has been appropriated by the Directors as under :

General Reserve 400.00 500.00

Proposed Dividend 174.00 125.25

Corporate tax on dividend 28.23 20.32

Balance to be carried forward 209.11 40.84

Total 811.34 686.41

Dividend :

Your Directors are pleased to recommend increased dividend of Rs 2.00 per Equity Share amounting to Rs 202.23 lakhs including tax thereon.

WORKING REVIEW AND PERFORMANCE

Working Review :

During the year 2011-12, the gross turnover of the Company has increased to Rs 295.68 crores as against Rs 251.03 crores for the previous year ended 31st March, 2011 representing a growth of 17.79%. Your Company has converted 33194 MT of paperboard as against 30984 MT in the previous year. As usual, your Company continues to do significant share of its business by the conversion route. However, had all the products been sold on sales basis, the turnover would have been Rs 337.04 crores as against Rs 285.67 crores, representing a growth of 17.98%.

Exports of the Company have witnessed significant increase over the previous year. The Company's exports for the year ended 31st March, 2012 has increased to an all time high of Rs 50.62 crores as compared to Rs 33.44 crores for the previous year, representing a growth of 51.38 %.

During the year under review, your Company has earned an EBIDTA of Rs 44.86 crores as compared to Rs 34.77 crores, an increase of 29.02% over the previous year. The EBIDTA margin has also gone up from 14.68% in the previous year to 16.07%. Consequently, profit before tax is Rs11.39 crores as compared to Rs9.69 crores, an increase of 17.54% over the previous year.

The profit before tax has been adversely affected to the tune of Rs353.46 lakhs (previous year Rs62.09 lakhs) on account of losses suffered by the company with respect to foreign exchange transactions. The company continues to borrow on both long term and short term basis in foreign currency and fluctuations in the exchange rates have had a significant bearing on the profitability. Out of the total losses suffered by the Company in the current year, a significant part is on account of exchange fluctuation which is as result of conversion of Rupee borrowing into foreign exchange borrowing for working capital needs. The balance was on account of exchange differences on import & export transactions. As far as fluctuation on term loans are concerned, the same has always been capitalized as per the relevant accounting standard.

Performance:

Silvassa factory

Your Company is now operating three independent units at Silvassa.

a) Offset Printing Unit (OPU) which is equipped with three six colour offset presses along with a host of ancillary equipments for finishing and conversion of printed sheets into cartons.

b) Gravure Printing Unit (GPU) which is equipped with three 10-colour Gravure presses, all with inline die cutting facility. This unit is focused mainly on printing and conversion of cigarette blanks.

c) Fluted Corrugation Unit (FCU) which is producing E/F/N fluted cartons for a variety of customers in the FMCG and Food industries.

The performance of the factories located at Silvassa for the year ended 31st March, 2012 has been encouraging. The units significantly contribute to the growth in sales as well as growth in conversion of paperboard.

Hardwar

During the year under review, the Company has installed a state-of-art KBA printing machine imported from Germany (which was commissioned towards end of October, 2011) along with other ancillary equipments mainly from Bobst Group, Switzerland. As a result of these expansions, the capacity of the plant has significantly increased.

The Company has also set-up a new factory specializing in manufacture of corrugated cartons in the same industrial area. The Company has also imported state-of-art machinery which have been installed at this site and the plant has commenced commercial production in the end of March, 2012.

As a result of these significant expansions at Hardwar in the current year, your Directors are confident of achieving further growth in terms of volume and sales.

Future prospects:

Your Directors are pleased to state that your Company is today, one of India's largest independent manufacturer of folding cartons with a turnover of almost Rs300 crores and board consumption of over 35000 MT per annum.

Your Directors are hopeful that with the continuous growth in the Indian economy which results in even higher growth for consumer products, your Company shall be able to utilize its capacities at a higher level and will be able to maintain the growth which it has achieved in the past.

Your Company has also initiated steps to set-up a corrugating and finishing plant at Goa. In this context, the company has leased the premises and also installed equipments and is awaiting certain Government approvals. Upon receipt of these approvals, it shall commence commercial production. This step, though small, shall strengthen the Company's relationship with its customers in the vicinity as well as create an opportunity for the company to open up new markets for its products.

Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors' Responsibility Statement, it is hereby confirmed :

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible 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) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

d) That they have prepared the annual accounts on a going concern basis.

Deposits

Your Company has not accepted any deposits from the general public in terms of Section 58A of the Companies Act, 1956. Corporate Social Responsibility

Your Company, as a part of Corporate Social Responsibility, has adopted an Industrial Training Institute in Dharampur, in the state of Gujarat nearby its factory at Silvassa. It is an industrial partner with the state of Gujarat in connection with up gradation of the institute. The Institute offers vocational training to students of nearby villages in various fields like fitter, mechanic, wire-man, printing and packaging etc. At present the institute has 450 students on its rolls.

Corporate Governance

The Company has complied with all the provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement with the Stock Exchange. A report on the compliance of the Corporate Governance and the Auditor's certificate are given as an Annexure to this effect.

In accordance with the revised guidelines under the Companies Act, this year's annual report is submitted herewith in a new format to comply with revised Schedule VI of the Act. The quarterly and annual results are being released also in accordance with the same.

Directors

Mr Atul Sud and Mr Sudhir Merchant, Directors of the Company, retire by rotation and have offered themselves for re-appointment. Addition to Share capital & Issue of Warrants

During the year under review, the promoters of the Company have subscribed to 3,50,000 equity shares of Rs.10/- each at a premium of Rs.34.70 per share aggregating to .56 crores. The Share premium has been revised from Rs30.00 per Share to Rs34.70 per Share as per the directive given by Mumbai Stock Exchange. As a consequence, the paid-up share capital of the Company has increased from Rs8.35 crores to Rs8.70 crores consisting of 87,00,000 shares with a face value of Rs10/- each. Besides this, the Company has also allotted 550,000 warrants to the promoters at a price of f50/- per warrant and accordingly the promoters have brought in 25% of the amount as per SEBI guidelines.

Personnel

Your Directors are pleased to state that the relations with the employees / workers at factory and office were cordial throughout the year under review.

There are no employees who were drawing remuneration as per the limits specified under Rule 1A of the Companies (Particulars of Employees), Rules 1975, and hence, particulars as required under the provisions of Section 217 (2AA) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended are not given.

Conservation of Energy and Technology Absorptions

The Company has continued to make efforts for conserving and optimizing the use of energy.

Acknowledgement

Your Directors wish to record their appreciation to all our Bankers namely Dena Bank, Axis Bank and ICICI Bank for their continued support and timely assistance in providing working capital and long term fund requirements.

Auditors

M/s Shah Gupta & Company, Auditors of the Company retire at the Annual General Meeting and are eligible for re-appointment.

For and On Behalf of the Board of Directors

Chairman

Place : Mumbai

Date : 19th May, 2012

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Mar 31, 2011

The Directors have pleasure in submitting the Twenty Third Annual Report together with the audited accounts of the company for the year ended 31st March, 2011.

Financial Results

(Rs. In lacs)

Year Year Particulars 2010-11 2009-10

Gross Sales / Income from operations 25102.55 19609.78

EBIDTA 3477.19 2742.27

From which have been deducted :

Losses on account of Exchange rate differences 62.09 85.10

Interest / Finance charges 983.75 662.78

Leaving a Cash Profit of 2431.35 1994.39

From which have been deducted :

Depreciation 1462.54 1209.10

Provision for Tax and Wealth Tax (Current Year) 224.11 283.72

Provision for Tax (earlier years) - 93.50

Provision for Deferred Taxation 116.00 (35.23)

Leaving a balance of 628.70 443.30

To which have been added :

Balance brought forward from previous year 57.71 654.34

Making a total of 686.41 1097.64

Which has been appropriated by the Directors as under :

General Reserve 500.00 900.00

Proposed Dividend 125.25 120.00

Corporate tax on dividend 20.32 19.93

Balance to be carried forward 40.84 57.71

Total 686.41 1097.64 Dividend :

Your Directors are pleased to maintain a dividend of Rs. 1.50 per equity share amounting to Rs. 145.57 lacs including tax thereon. Though the Profit after tax has increased over last year, your Directors felt it prudent to maintain the dividend to conserve funds for financing growth.

WORKING REVIEW AND PERFORMANCE

Working Review:

During the year 2010-11, the gross turnover of the Company has increased to Rs. 251.03 crores as against Rs. 196.09 crores for the previous year ended 31st March 2010 representing a growth of 28.02%. Your company has also converted 30984 M.T of paperboard as against 26989 M.T in the previous year. As usual, your Company continues to do significant share of its business by the conversion route. However, had all the products been sold on sales basis, the turnover would have been Rs. 285.67 crores as against Rs. 223.04 crores, representing a growth of 28.08%.

During the year under review, your Company has earned an EBIDTA of Rs. 34.77 crores as compared to Rs. 27.42 crores, an increpse of 26.80% over the previous year. The Profit before tax however is Rs. 9.69 crores, an increase of 23.34% over the previous year.

During the year under review, your Company has suffered foreign exchange losses on account of its foreign exchange transactions with respect to import and export of materials and forward exchange contracts towards term loans. The total losses in this respect amount to Rs. 62.09 lacs as compared to Rs. 85.10 lacs in the previous year. Though your Directors have tried to minimize these risks, the volatility of exchange rates during the year has been quite considerable and unusual given the trend over the past many years.

Performance:

Silvassa factory

As explained in the Directors Report last year, your Company is now operating three independent units at Silvassa. The oldest of its units called OPU (Offset printing unit) is equipped with three six colour offset presses along with a host of ancillary equipments for finishing and conversion of printed sheets into cartons.

During the year under review, the unit installed a new six colour AAAN Roland Offset press which was commissioned in August, 2010. The capacity utilization of the unit has been increasing for the past few months and the unit has also added several new customers to its portfolio.

The Second unit operated at Silvassa is called GPU (Gravure printing unit) is equipped with three 10 colour gravure presses, all with inline die cutting facility. This unit is focused mainly on printing and conversion of cigarette blanks. This unit was also audited and approved by world renowned cigarette manufacturers, Phillip Morris International for printing of packaging material of their products. The Company has been in negotiation with them ever since and are hopeful of printing cartons for their world famous cigarette brands in the near future. Apart from this, the performance of the unit has been satisfactory and bulk of the Companys exports are contributed by products manufactured by this unit.

The third unit at Silvassa is called FCU (Fluted Corrugation unit) and is also performing satisfactorily and is producing E/F/N fluted cartons for a variety of customers in the FMCG and Food industries.

Haridwar factory

Haridwar plant of your Company continues to achieve high levels of capacity utilization. The products of the plant have been well received by its customers and your Directors are pleased to state that the levels of capacity utilization and business generated at this plant have surpassed expectations and are at a satisfactory level.

At present, the Haridwar plant of your Company is undergoing major expansion as your Company is in the process of installing a third line of printing press at this plant along with other ancillary equipment. Your Directors expect to commence production of this enhanced capacity by September, 2011.

Your Directors are quite confident that with the increase in capacities as well as re-organization of the plant, the prospects of the same are very encouraging and the company shall reap its benefits in the coming years.

Future prospects:

Your Directors are pleased to state that your Company is today, one of the largest independent manufacturer of folding cartons in India with a turnover that has surpassed Rs. 250 crores and board consumption of over 30000 MT per annum.

During the current year, your Company is adding one more printing machine at Haridwar thereby considerably adding to its capacity. This will be the ninth printing line set-up by the Company and thereby the installed capacity will be quite considerable.

Your Directors are confident that with the growth in economy and particularly the growth in the consumer product industries, your Company shall be able to take benefit of this higher capacity by achieving higher levels of capacity utilization in the current year and in the years ahead.

Besides adding a new machine at Haridwar, your Company has also been allotted one more plot of land in Haridwar, where it intends to set-up a corrugation facility besides a warehouse for storage of raw materials and finished goods.

During the year under review, your Companys exports have witnessed remarkable increase over the previous year. The Companys exports for the year ended 31st March, 2011 has increased to Rs. 31.01 crores as compared to Rs. 23.37 crores for the previous year, representing a growth of 32.69 %.

Since the economies in the West have improved considerably, your Directors are confident that there will be further growth in exports, which will also contribute to higher levels of capacity utilization and thereby better profitability for the company.

Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible 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) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

d) That they have prepared the annual accounts on a going concern basis.

Deposits

Your Company has not accepted any deposits from the general public in terms of Section 58A of the Companies Act, 1956.

Corporate Social Responsibility

Your Company has, as a part of Corporate Social Responsibility, adopted an Industrial Training Institute in Dharampur, in the state of Gujarat nearby its factory at Silvassa. It is an industrial partner with the state of Gujarat in connection with up gradation of the institute. The Institute offers vocational training to students of nearby villages. Your Company has taken special interest and initiative in improvement of English language skills of the students of the institute. At present the institute has 400 students on its rolls who are engaged in various courses such as fitter, mechanic, wireman etc. The institute has also started special basic courses in "Printing and Packaging".

Corporate Governance

The Company has complied with all the provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement with the Stock Exchange. A report on the compliance of the Corporate Governance and the Auditors certificate are given as an Annexure to this effect.

Directors

During the year under review, Mr.Pradip Kumar Khaitan was appointed as Director of the Board. He retires by rotation and has offered himself for re-appointment. Mr.C.M.Maniar also retires by rotation and has offered himself for re-appointment.

In view of increase in activities, the Board has appointed Mr.S.G.Nanavati as an additional Director on the Board and recommends him to be appointed as Executive Director on the Board, subject to approval of shareholders. His terms of appointment and remuneration are set out in the notice of the 23rd Annual General Meeting.

Addition to Share capital & Issue of Warrants

During the year under review, the promoters of the Company have subscribed to 3,50,000 equity shares of Rs. 10/- each at a premium of Rs. 30/- per share aggregating to Rs.1.40 crores. Besides this, the Company has also made a fresh allotment of 550,000 warrants to the promoters at a price of Rs. 50/- per warrant and accordingly the promoters have brought in 25% of the amount as per SEBI guidelines. However, due to certain recent amendments in SEBI Regulations (Issue of Capital & Disclosure Requirements), 2009 the Company had to cancel 550,000 warrants and the amount deposited by the warrant holders will be refunded in due course. However, in order to strengthen the long term working capital position of the Company, the Board of Directors have decided to issue 550,000 warrants on the same terms subject to permission of share holders in the ensuing Annual General Meeting. The proposed warrants can be converted into equity shares in the ratio of one warrant to one share, can be subscribed by the promoters as per SEBI guidelines within 18 months from the date of allotment.

Personnel

Your Directors are pleased to state that the relations with the employees / workers at factory and office were cordial throughout the year under review.

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the annexure to the Directors Report. However, as per the provisions of Section 219(l)(b)(iv) of the Act, the Report and Accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary.

Conservation of Energy and Technology Absorptions

The Company has continued to make efforts for conserving and optimizing the use of energy.

Acknowledgement

Your Directors wish to record their appreciation to all our Bankers namely Dena Bank, Axis Bank and ICICI Bank for their continued support and timely assistance in providing working capital and long term fund requirements.

Auditors

M/s. Shah Gupta & Company, Auditors of the Company retire at the Annual General Meeting and are eligible for re-appointment.

For and On Behalf of the Board of Directors

Chairman

Place : Mumbai Date : 30th May 2011