DIRECTOR'S REPORT To, The Members, 1. Your Directors have pleasure in presenting their 26th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. 2. Brief descrip??on of the Company’s working during the year/State of Company’s affair Directors wish to present the details of Business opera??ons done during the year under review: Significant and Material Orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. No significant and material order passed by any regulators or courts or tribunals impacting the going concern status and company's operations in future. The company is doing reasonable growth and development. 3. Dividend Your Directors have not recommended any dividend for the financial year ended 31stMarch 2015. 4. Reserves The company has not incurred adequate profit so that no any amount transfer to reserves of the company. 5. Share Capital During the year under review, your Company's Authorized Share Capital has remain unchanged at Rs.6,00,00,000 (Rupees Six Core) comprising 60,00,000 Equity Shares of Rs.10/- each. During the year under review, your Company's Paid-up Equity Share Capital has also remained unchanged at Rs.5,00,29,000 (Rupees Five Crore Twenty Nine Thousand) comprising 50,02,900 Equity Shares of 10/- each. A. BUY BACK OF SECURITIES The Company has not bought back any of its securities during the year under review. B. SWEAT EQUITY The Company has not issued any Sweat Equity Shares during the year under review. C. BONUS SHARES No Bonus Shares were issued during the year under review. D. EMPLOYEES STOCK OPTION PLAN The Company has not provided any Stock Option Scheme to the employees 6. Directors and Key Managerial Personnel Mrs. Sudha Mohta, (DIN:01418054) director of the company retires by rotation and being eligible offers himself for re-appointment and there was no appointment or resignation of any other Key Managerial Personnel during the financial year 2014-2015. 7. Particulars of Employees The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any Member is interested in inspecting the same, such Member may write to the Company Secretary in advance. 8. Meetings During the year the six Board Meetings and Five Audit Committee meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 9. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and share transfer& share holder committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 10. Declaration by an Independent Director(s) and re- appointment A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 11. Remuneration Policy The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy stated in the Corporate Governance Report. 12. Details of Subsidiary/Joint Ventures/Associate Companies The Company does not have any subsidiary as on 31st March, 2015. 13. AUDITORS: The statutory Auditors of the company M/s ASL & Co., Mumbai retire at the ensuing Annual General Meeting and being eligible for reappointment have give their consent to be re-appointed 14. AUDITORS' REPORT The Auditors' Report does not contain any qualification on. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. 15. Disclosure about Cost Audit As per the Cost Audit Orders, Cost Audit is not applicable to the Company. 16. Secretarial Audit Report In terms of Section 204 of the Act and Rules made there under, M/s. Upendar Kumar Sharma & Associate, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure I to this report. The report is self-explanatory and do not call for any further comments. 17. Internal Audit & Controls The Company has well established and comprehensive internal control procedures across all streams ensuring that transactions are authorized entered and reported correctly and business operations are effectively and efficiently carried. The company has adequate internal control system commensurate with its size and nature of its business. Management has the overall responsibility for company's internal control system to safeguard the assets and to ensure reliability of financial records. The company has detailed budgetary control system and the actual performance reviewed periodically and decision taken accordingly. The management is well connected with the effective control and MIS are regularly being exchanged. The Audit Committee of the Board in its meeting regularly reviews the Internal Audit Reports and adequacy of internal controls. 18. Vigil Mechanism : In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.kiranprintpack.wix.com/kiran > under investors/policy documents/Vigil Mechanism Policy link. 19. Risk management policy In today's economic environment, Risk Management is very important part of the business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company recognizes risk management as an integral component of good corporate governance. The Company has developed and adopted a Risk Management Policy. Risk as assessed encompasses, Operational Risk, Internal Control Risks, External Risks, Information Technology Risks etc. 20. EXTRACT OF ANNUAL RETURN: As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE II . 21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 ANDTHE DATE OFTHE REPORT - No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report. 22. Deposits The Company has neither accepted nor renewed any deposits during the year under review. 23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The particulars of loans, guarantees and investments, if any covered under section 186 of the Companies Act, 2013 and it have been disclosed in the financial statements. 24. Particulars of contracts or arrangements with related parties: The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto shall be disclosed in Form No. AOC- 25. Corporate Governance Certificate The Compliance certificate from the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report. 26. MANAGEMENT DISCUSSION AND ANALYSIS In accordance with the Clause 49 of the Listing Agreement, The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2015. 27. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment. 28. Conservation of energy, technology absorption and foreign exchange earnings and outgo Company has limited scope for undertaking energy conservation exercises, but nevertheless continues to emphasize work practices that result in conservation of energy. At the offices of your Company, special emphasis is placed on installation of energy-efficient lighting devices, use of natural light as best as possible, and adoption of effective procedures for conservation of electricity, water, paper and other materials that consume natural resources. Foreign exchange earnings and Outgo There was no foreign exchange inflow or Outflow during the year under review as per annexure III 29. Corporate Social Responsibility (CSR) Corporate Social Responsibility provisions not applicable to company. 30. Human Resources Company treats its "human resources" as one of its most important assets. Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Company thrust is on the promotion of talent internally through job rotation and job enlargement. 31. Directors' Responsibility Statement The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. (f) 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. 32. Transfer of Amounts to Investor Education and Protection Fund Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). 33. LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE and Ahmadabad Stock Exchange where the Company's Shares are listed. 34. Acknowledgements An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results. For and on behalf of the Board of directors Mr.Karan Kamal Mohta Chairman of the Meeting (Managing Director) (DIN:02138590) Place: Navi Mumbai Date : 14th August, 2015 |