Directors' Report Dear Members, On behalf of the Board of Directors, it is our pleasure to present the 30th Annual Report together with the Audited Statement of Accounts of Kkalpana Industries (India) Limited ("the Company") for the year ended March 31, 2015. Dividend In order to plough back the profit, your Directors do not recommend any dividend for the year under review. Operations and State of Company's Affairs During the year under review, your Company achieved total revenue of Rs. 1729.26 Crores as against total revenue of Rs. 1245.58 Crores in the previous financial year ended 31st March, 2014. The Profit after Tax is Rs. 4.41 Crores as against Rs. 19.48 Crores in the previous year. Despite of higher turnover, the profit after tax is low because of provision of Rs. 24.71 Crores on account of fire at erstwhile Dankuni Unit . The Company had diversified in area of flexible packaging by setting a Flexible Packaging Unit at Dankuni, West Bengal. It has, however, been misfortune that the Dankuni unit was completely gutted by fire on 19th October,2014. The unit was commissioned at a cost of Rs.150 Crores. The Company has put up claim with the Insurance Company but the claim amount is yet to be settled. However, the company's main line of business has been doing well. The Company's Production and Sales have recorded a significant growth over the previous year. Transfer of Amount to Investor Education and Protection Fund Dividend for the financial year 2008, which remains unpaid or unclaimed for a period of seven years, will be due for transfer to Investor Education and Protection Fund (IEPF) in the month of October of this year. Members who have not yet enchased their dividend warrants for the financial year 31st March,2008 or any subsequent financial years, are requested to lodge their claims without any delay. Pursuant to the provisions of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e.26.09.2014), with the Ministry of Corporate Affairs. Fixed Deposits Your Company did not invite or accept any deposits from public and /or shareholders during the year under review. As of31st March, 2015, there were no fixed deposits pending with the Company. Research and Development Your Company recognizes that Research & Development plays a critical role in supporting current operations as well as future growth. Your Company has focused its attention towards development of Products that have wide industrial applications particularly in cable, piping, packaging and footwear industries. Insurance The Company's plants & machineries, factories and movables are adequately insured against various risks. Directors and Key Managerial Personnel In accordance with the provisions of the Companies Act, 2013, Mr. Narrindra Suranna , Chairman & Managing Director (DIN -00060127) of the Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, has offered himselffor re-appointment. Mr. Nilay Guha, Independent Director (DIN 05256600) resigned from the Directorship of the Company with effect from 01st November, 2014. The Board places on record its appreciation for the services rendered by him to the Company during his tenure as Director. The Board appointed Mr. Ramakant Mishra (DIN -06882372) and Mrs. Mamta Binani (DIN- 00462925) as Additional (Independent) Directors with effect from 26th September, 2014. The Board also appointed Dr. P. R. Mukherjee (DIN.-00240758) as an additional director with effect from 01st October,2014. Pursuant to section 161 of the Companies Act, 2013, Mr. Ramakant Mishra (DIN -06882372), Mrs. Mamta Binani (DIN- 00462925) and Dr. P. R. Mukherjee (DIN.-00240758) would hold office upto the date of the ensuing Annual General Meeting. However, the Company has received requisite notices from members under section 160 of the Companies Act, 2013, proposing names of Mr. Ramakant Mishra , Mrs. Mamta Binani and Dr. P.R.Mukherjee for the office of director. The Board of Directors has also appointed Dr. P.R.Mukherjee as Whole Time Director (Technical) of the Company subject to the approval of the members, for period of three years with effect from 01st October, 2014. During the year under review, the members approved appointment of Mr. Nirmalendu Guha as Independent Director for a period of 5(five) consecutive years w.e.f 1st April, 2014 upto 31st March, 2019. As per the provisions of Section 149(1) of the Companies Act,2013 and revised clause 49 of the listing agreement, the Company is required to have at least one Women Director on its Board. Accordingly, Mrs. Mamta Binani (holding DIN 00462925) was appointed as Director of the Company. The Company has received declarations from all the independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has devised a policy for performance evaluation of Independent Directors and the Board, which includes criteria for performance evaluation of the non executive and executive Directors. Suitable resolutions for appointment / reappointment of Directors, as referred above, will be placed for approval of the members in the forthcoming Annual General Meeting. The brief resume and other information of the concerned directors, in terms of the provisions of clause 49 of the Listing Agreement with Stock Exchanges, have been detailed in the notice convening the forthcoming Annual General Meeting. Board meetings During the year, six number of Board meetings were held. For further details, please refer report on Corporate Governance on page no. 40 of this Annual Report. Directors' Responsibility Statement Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. AUDITORS & AUDIT The Statutory Auditors of the Company, M/s. B.Mukherjee & Co, Chartered Accountants, Kolkata (Firm Registration No.302096E), retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommends the re-appointment of M/s. B.Mukherjee & Co., Chartered accountants, as the Auditors of the Company upto the conclusion of next Annual General Meeting. Further, the Auditors have confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the 'Peer Review Board' of ICAI. The observations of the Auditors in the Report on Accounts read with the relevant notes are self explanatory and do not call for any further comments. Internal Auditors The Board of Directors of your Company has re-appointed M/s. DKD &Associates, Chartered Accountants, Kolkata (Firm Registration No.322657E) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2015-2016. Cost Auditors Pursuant to section 148 of the Companies Act,2013 and subject to notification of rules thereunder, the board of directors on the recommendation of the audit committee has appointed M/s. D. Sabyasachi & Co. (Membership N0. 00369), Cost Accountants, Kolkata, as the Cost Auditors of the Company for the financial year 2015-16. M/s. D. Sabyasachi & Co. have confirmed that their appointment is within the limits and they are free from any disqualifications as provided in section 141 of the Companies Act, 2013. Secretarial Audit The Board has appointed Mr. Ashok Kumar Daga (Membership No.-FCS- 2699), Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2014-15. The report of the Secretarial Auditors is enclosed as Annexure 1 to this report. The report is self-explanatory and do not call for any further comments. Corporate Social Responsibility (CSR) During the year under review, the Board constituted a CSR Committee consisting of four Directors, of which one is Independent Director. The Committee at its meeting held on 18th December,2014, recommended to the Board the CSR policy formulated by it, following which the policy document was approved by the Board. The composition, terms of reference etc.of the CSR committee are laid out in the Corporate Governance Report which froms part of this Annual Report. However,the Company could not comply with the provisions of Section 135(5) of the Companies Act, 2013, because it was the endeavour of the Company to effectively and purposefully spend the requisite CSR amount so that the amount spent becomes socially tenable and further that the amount spent gives scale, commitment and visibility to CSR activities of the Company. In order to achieve the desired purpose, the Company will need deep routed infrastructural support. This would take another 3to4 months so as to crystallize the requisite operation. Consequently, the Company did not spend any amount in 2014-15. Related party transactions All transactions entered with related parties for the year under review were on arm's length basis and in the ordinary course of business and as such provisions of section 188 of the Companies Act,2013 are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key managerial Personnel. Change in nature of Business, if any There has been no change in the nature of business of the Company. Material changes and commitments affecting the financial position of the Company No material change and commitment affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of the report. Particulars of Loans, Guarantees and Investments The Company has not given loans, guarantees or made investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013. Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the financial statement (please refer to Note 12 and 13 to the financial statement). Risk Management Policy In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. Significant and material orders passed by the regulators During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations: Disclosure as per Sexual Harassment of Women at workplace (Prevention, Prohibition and Redessal) Act,2013. The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2014-15, no complaint has been received by the Company. Board Evaluation Pursuant to the provisions of the Companies Act,2013 and clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its statutory committees. Astructured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The Performance evaluation of the Managing Director and whole time directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process, Particulars of Employees None of the employees employed throughout the year or part of the year who was in receipt of salary in excess of the limit set out in the Companies (Appointment and Remuneration of managerial Personnel ) Rules, 2014 , therefore, no details have been provided or required under section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of managerial Personnel ) Rules, 2014. Extract of Annual Return Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed as Annexure 2. Vigil mechanism Pursuant to the requirement of the Act, the Company has established vigil mechanism which also incorporates a whistle blower policy in terms of the Listing Agreement. Protected disclosures can be made by a whistle blower through an e mail or phone or letter to the chairman of Audit Committee. Internal financial controls The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. Change of Name of the Company During the year under review the Company has changed its name from Kalpena Industries Limited to Kkalpana Industries (India) Limited vide fresh certificate of incorporation dated 9th March, 2015 issued by Registrar of Companies , West Bengal. Share Capital The paid up Equity Share Capital as on 31st March,2015 was Rs.1881.46 lacs. There has not been any change in the Equity Share Capital of the Company during the year under review. During the year under review, the Company has neither issued shares with differential voting rights nor issued sweat equity or granted stock options. Subdivision of Nominal value of Shares The members of the Company at the last Annual General Meeting have passed a resolution for sub division of Nominal value of shares from Rs. 10/- per share to Rs.2/- per share. Accordingly, the Company had fixed 22nd May, 2015 as the record date for sub division of shares. The new shares had been credited to the shareholders who hold shares in Demat Mode. Requisite Share certificates have been dispatched to the shareholders who hold shares in Physical Mode. Consequent to this, the Authorised capital of the Company has been altered and it now stands to Rs. 30,60,00,000/- (Rupees Thirty Crores Sixty Lakhs only) divided into 15,30,00,000 (fifteen Crores Thirty Lakhs only) equity shares of Rs. 2/- each. Green Initiatives in Corporate Governance Ministry of Corporate Affairs has permitted companies to send electronic copies of Annual Report, notices, etc. to the e-mail IDs of shareholders. Your Company has accordingly arranged to send the soft copies of these documents to the e-mail IDs of shareholders wherever applicable. In case any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request Human Resources and Industrial Relations The Industrial relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of employees to the Company. Your directors wish to place on record the co-operation received from the Staffs and Workers at all levels and at all units. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo. Your Company has directed its efforts to reduce energy costs by focusing on energy savings through the best optimization of operations on day to day basis. The Company has used fuels in appropriate mix to attain maximum savings. As required under Companies (Accounts) Rules, 2014, the particulars of energy conservation, Technology Absorption and Foreign Exchange Earnings and outgo is given in the prescribed format as an Annexure to the Report and marked as Annexure '3'. Management's Discussion and Analysis Report In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges in India, the Management's Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and marked as Annexure '4'. Corporate Governance The Company believes in maintaining highest standards of Corporate Governance and has complied with the applicable provisions of Corporate Governance under clause 49 of the Listing Agreement with the stock exchanges. A detailed report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is included in a separate section forming part of the Annual Report and marked as Annexure '5'. A certificate from the Auditors of the Company M/s B.Mukherjee & Co., Chartered Accountants, Kolkata, confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report. Acknowledgement Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Governments authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company. Your Directors also wish to place on record their appreciation to all of the Company's employees and workers at all level for their enormous personal efforts as well as their collective contribution to the Company's performance. For and on behalf of the Board of Directors Narrindra Suranna (DIN : 00060127) Chairman & Managing Director Place: Kolkata Date: 27th June, 2015 |