To,
The Members,
Your directors have pleasure in submitting the Thirty Fifth Annual Report along with
Audited Financial Statement for the Financial Year ended on 31st March 2023.
FINANCIAL RESULTS
Your Company's performance during the Financial Year 2022-23 is summarized below:
|
|
|
|
(Rs in Lakhs) |
Particulars |
Standalone |
Consolidated |
|
Year 2022-23 |
Year 2021-22 |
Year 2022-23 |
Year 2021-22 |
Sales |
140001.42 |
105586.14 |
144220.56 |
106537.55 |
% Increase over previous year |
32.59 |
19.12 |
35.37 |
20.20 |
Other Income |
4182.24 |
2254.22 |
4229.55 |
2322.78 |
Net Sales including Other Income |
144183.66 |
107840.36 |
148450.11 |
108860.33 |
EBIDTA |
24565.37 |
15887.88 |
24560.95 |
15786.68 |
EBIDTA % of Net Sales |
17.55 |
15.05 |
17.03 |
14.82 |
From which have been deducted: |
|
|
|
|
Interest / Finance Charges |
4362.27 |
3338.51 |
4736.57 |
3417.56 |
Leaving a cash profit of |
20203.10 |
12459.37 |
19824.38 |
12369.12 |
Depreciation |
6094.60 |
5525.62 |
6393.64 |
5593.03 |
Profit Before Tax and Exceptional Items |
14108.50 |
7023.75 |
13430.74 |
6776.09 |
Exceptional Items |
1727.73 |
- |
1727.73 |
|
Profit Before Tax |
15836.23 |
7023.75 |
15158.47 |
6776.09 |
Provision for Tax |
3825.00 |
1850.00 |
3825.00 |
1850.00 |
Current tax of earlier years |
(43.58) |
- |
(43.58) |
- |
Provision for Deferred Taxation |
300.73 |
248.00 |
333.04 |
239.08 |
Profit After Tax |
11754.08 |
4925.75 |
11044.01 |
4687.01 |
Other Comprehensive Income/ (Loss) |
(26.57) |
86.85 |
(20.52) |
87.92 |
Leaving a balance of |
11727.51 |
5012.60 |
11023.49 |
4774.92 |
DIVIDEND
As per the Dividend Policy of your Company, your directors recommend a dividend of Rs
20 per equity share. The pay-out on account of dividend amounts to Rs 1820 lakhs, and this
corresponds to 19.54 % of the profit, excluding exceptional items for the financial year
2022-23. Your directors are pleased to inform that the proposed dividend is once again the
highest dividend, the Company has paid out in its history. This year also marks the
twenty-third year of continuous dividend pay-out 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 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
We are delighted to announce that your Company has achieved a significant milestone
during the year by achieving a robust revenue growth of 35.37% on consolidated basis,
compared to the previous year, reaching turnover of Rs 1442.21 Crores. This achievement
demonstrates a commendable performance of the Company. The standalone revenues increased
by 32.59% compared to the previous year reaching turnover of Rs 1400.01 Crores. This
growth is attributed to the factors such as increased production capacity, strategic
acquisitions, market demand for sustainable packaging solutions, profitability improving
with the Company effectively managing costs and maintaining healthy profit margins.
Furthermore, we are pleased to highlight the remarkable growth in our exports, which
rose by 46.41% to reach Rs 366.69 crores for the year ended March 31, 2023. Another
outstanding accomplishment for the Company was achieving quarterly revenues of
Rs 383.38 Crores for the Q4 FY 23 on consolidated basis which is the highest ever
revenue recorded by the Company in a single quarter.
We are pleased to report that our EBIDTA margin as a percentage of sales improved
significantly. On a consolidated basis, the margin increased and stood at 17.03%, while on
a standalone basis, it reached 17.55% during the year, compared to 14.82% and 15.05 %
respectively in the previous year.
In the Financial Year 2020-2021, your Company has set up TCPL Innofilms Private Limited
as a wholly owned subsidiary. This subsidiary specializes in manufacturing blown
polyethylene (PE) films, offering sustainable packaging solutions. TCPL Innofilms Private
Limited imported machinery from Reifenhauser, Germany for the manufacturing of
Polyethylene film. During the FY 2022-23 the Company faced challenges due to some
technical issues with the machinery which has resulted in lower output and significantly
higher wastages. Whilst the management is taking up these issues with the German machine
supplier, we are hopeful that the production shall be fully restored in the next couple of
months and the Company shall be able to take benefit of this advanced line for offering
sustainable packaging solutions to the customers.
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
The Company successfully completed the expansion of its flexible packaging plant,
doubling its production capacity in the previous year. This expansion allowed the Company
to meet the growing demand in this segment and cater to a wider customer base. Your
directors are pleased to inform that the operations at this plant consequent to the
expansion has been well managed. As a result of the higher growth achieved by the Company
in this segment, your management has decided to further expand the plant by adding one
more production line which is expected to be commissioned in the latter half of the year
2023-24.
The carton division continues to perform satisfactorily, and the directors are pleased
to inform successful startup of a unique new printing line at at the Silvassa plant in May
2023. This will add significant capacity to the unit. Also, one more new line has been
ordered for the Haridwar unit and is expected to be commissioned in the latter half of the
year 2023-24. With these increases in capacity expansion, your Company will be well poised
to cater to the growth expected in this segment and to exploit higher opportunities for
exports.
The Company has acquired majority stake of Creative Offset Printers Private Limited
(COPPL) in December 2021. We are pleased to inform that operations of this Company have
witnessed a considerable improvement since the takeover, though it is still not upto
expectations. 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 goals 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
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 recommends their re-appointment for the
consideration of the Members of the Company at this Annual General Meeting.
The Board at its meeting held on 26th May 2023 re-appointed Mr. S G
Nanavati, as Executive Director of the Company for the period from 1st June
2023 to 31st May 2026.
The Board has also appointed following Additional Directors: a) Dr. Andreas Blaschke
has been appointed as Additional Director, to hold the Office of Non-Executive Independent
Director of the Company for the period from 26th May 2023 to 25th
May 2028, b) Mr. Vidur Kanoria, as Additional Director, to hold the Office of Executive
Director for the period from 26th May 2023 to 25th May 2026.
The above 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 Board recommends re-appointment of Mr. S G Nanavati as Executive Director,
appointment of Dr. Andreas Blaschke, as Non-Executive Independent Director and Mr. Vidur
Kanoria, as Executive Director, for the consideration of the Members of the Company at
this Annual General Meeting.
The information of Mr. K K Kanoria, Mr. Rishav Kanoria, Mr. S G Nanavati, Dr. Andreas
Blaschke 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.
APPOINTMENT OF DR. ANDREAS BLASCHKE TO THE BOARD OF DIRECTORS
Your Directors are pleased to announce the appointment of Dr Andreas Blaschke to the
Board of Directors of the Company. Dr Blaschke has 35 years of experience, during which
time he has played a significant role in the growth and management of a leading producer
of paperboard and packaging Company in Europe. Dr. Blaschke has rich experience in Sales,
Strategy, Mergers & Acquisitions, and overall executive decision making. Considering
his experience and background in the paperboard and packaging industry, your directors are
confident that Dr. Blaschke will be a significant asset to the Company and its management
in the years to come.
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 31st March
2023, 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 |
*Appointed w.e.f., 26th May 2023.
NUMBER OF BOARD MEETINGS
During the year under review 5 (five) meetings of Board of Directors of the Company
were held on 25th May 2022, 8th July 2022, 10th August
2022, 8th November 2022 and 6th February 2023. The details of the
number of meetings of the Board held during the Financial Year 2022-23 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, 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
TCPL Innofilms Private Limited and TCPL Middle East FZE continue to be wholly owned
subsidiary of your Company and Creative Offset Printers Private Limited is the subsidiary
of the Company. During the period under review TCPL Middle East FZE became the material
subsidiary of the 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 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
25th May 2022, 10th August 2022, 8th November 2022 and 6th
February 2023.
STAKEHOLDERS RELATIONSHIP COMMITTEE
Pursuant to the provisions of Section 178(5) of the Companies Act, 2013, the
composition of the Stakeholders Relationship Committee is disclosed 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 4 (four) meetings of the Stakeholders Relationship Committee
were held on 24th May 2022, 10th August 2022, 8th
November 2022 and 6th February 2023.
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 disclosed 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 3 (three) meetings of the Nomination and Remuneration
Committee were held on 24th May 2022, 8th July 2022, and 7th
December 2022
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 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 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 24th May 2022.
RISK MANAGEMENT COMMITTEE
The composition of the Risk Management Committee is in conformity with the requirements
of Listing Regulations and 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 8th November 2022 and 6th February 2023. 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 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 an
additional 50,00,000 equity shares of Rs10 each of TCPL Innofilms Private Limited the
wholly owned subsidiary of the Company. During the year under review the Company also
acquired additional 2,49,398 equity shares of Creative Offset Printers Private Limited
(COPPL). As a result of the acquisition of 2,49,398 shares, the Company now holds 87.66 %
stake of COPPL as on 31st March 2023.
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
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 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- -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 25th May 2022. 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.
EMPLOYEES STOCK OPTIONS (ESOPs)
The Members of the Company had passed resolutions at the 34th Annual General
Meeting held on 10th 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) Regulations, 2014, the Company has set up a
TCPL ESOP Trust ("Trust") for implementation of the said Scheme.
The Trust acquires shares and holds it for the benefit of the employees and issues them
to the eligible employees as per the recommendations of the Compensation Committee.
During the year under review, the Nomination and Remuneration Committee has granted
13,306 Stock Options to the 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. 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 31st March 2023 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, 2023.
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 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 Notes 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 |
2,73,000 Equity Shares of face value of Rs 10 each or 3% of the paid-up equity share
capital of the Company, whichever is higher |
TCPL ESOP - 2022 |
|
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 Maximum term of options granted Source of shares
(primary, secondary or combination) |
Exercise price for Options granted during the year was Rs 1623.80 4 years from the
respective date of option granted 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 |
N.A. |
Number of options granted during the year |
2661 options granted during the year, being 20% of 13306 options
exercisable over the period of four years |
Number of options forfeited / lapsed during the year |
Nil |
Number of options vested during the year |
Nil |
Number of options exercised during the year |
Nil |
Number of shares arising as a result of exercise of options |
N.A. |
Money realized by exercise of options (INR), if scheme is implemented directly by the
Company |
Nil |
Loan repaid by the Trust during the year from exercise price received |
N.A. |
Number of options outstanding at the end of the year |
N.A. |
Number of options exercisable at the end of the year |
N.A. |
(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: Rs 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: Rs 454.20
(December 6, 2023) |
|
Rs 612.90 (December 6, 2024) |
|
Rs 733.00 (December 6, 2025) |
|
Rs 829.30 (December 6, 2026) |
(vi). Employee-wise details of options granted during the year ended on March 31, 2023
1 Senior Managerial Personnel |
|
Name of Employee |
No. of Options |
i Mr. S G Nanavati |
175 |
Executive Director (Key Managerial Personnel) |
|
ii Mr. Jitendra Jain |
154 |
Chief Financial Officer (Key Managerial Personnel) |
|
2 Employees who were granted, during any one year, Options amounting to 5% or more
of the Options granted during the year |
|
Name of Employee |
No. of Options |
i Mr. Manoj Kumar |
183 |
ii Mr. S G Nanavati |
175 |
Executive Director (Key Managerial Personnel) |
|
iii Mr. Jitendra Jain |
154 |
Chief Financial Officer (Key Managerial Personnel) |
|
iv Mr. Veeral Dalal |
154 |
v Mr. D Loganathan |
145 |
3 Identified employees who were granted Option, during any one year equal to or
exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the
Company at the time of grants:-None
(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, |
Rs 1,623.80 |
exercise price, |
Rs 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 effects of expected
early exercise; |
The fair value method is used to evaluate the cost. Early exercise is
not allowed. |
c) how expected volatility was determined, including an explanation of the extent to
which expected volatility was based on historical volatility; and |
The expected volatility is based on historical movement of the Company's
share prices for 3 years before the grant date. |
d) whether and how any other features of the options granted were incorporated into
the measurement of fair value, such as a market condition. |
The market condition has been incorporated using the Black- Scholes
option pricing formula. |
The impact of the fair value method on the net profit and on basic and diluted EPS is
tabulated below:
|
Rs in 000 |
Net Profit / (Loss) |
11044.01 |
Add / (Less): Stock based employee compensation (intrinsic value) |
- |
Add / (Less): Stock based compensation expenses determined under fair value method for
the grants issued |
(1,032.00) |
Net Profit / (Loss) (proforma) |
10012.01 |
Basic earnings per share (as reported) |
121.36 |
Basic earnings per share (proforma) |
110.02 |
Diluted earnings per share (as reported) |
121.36 |
Diluted earnings per share (proforma) |
110.02 |
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 |
2.63 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 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 |
22400 Equity Shares (0.25% of paid up equity capital) at the average
price of Rs 1172.95 per share |
Number of shares transferred to the employees / sold along with the purpose thereof |
NIL |
Number of shares held at the end of the year |
22400 Equity Shares |
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 |
NIL |
Acquired during the year |
22400 |
Sold during the year |
NIL |
Transferred to the employees during the year |
NIL |
Held at the end of the year |
22400 |
MATERIAL CHANGES AND COMMITMENTS
Scheme of Amalgamation
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, except that the Board at its Meeting held on
26th May 2023 subject to approval the members of the Company, Regional
Director, Western Region, Ministry of Corporate Affairs or National Company Law Tribunal
(NCLT) as may be applicable, approved the proposed 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 1st
April 2023, the appointed date. The said scheme of amalgamation to be presented to any
Court or Tribunal does not in any way violate, override or limit the provisions of
securities laws or requirements of the stock exchange(s). The Scheme inter-alia provides
for amalgamation of TCPL Innofilms Private Limited with TCPL Packaging Limited and will
result in achieving greater integration and greater financial strength and flexibility and
to maximize overall shareholders' value and simplification of group structure
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 SUSTAINABILITY REPORT (BRSR)
In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering
disclosures on the Company's performance on Environment, Social and Governance parameters
for FY 2022-23, is annexed as Annexure to this Report. BRSR includes reporting on the nine
principles of the National Voluntary Guidelines on social, environmental and economic
responsibilities of business as framed by the Ministry of Corporate Affairs.
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.33 The following is a summary of sexual harassment
complaints received and disposed of during the financial year 2022-23:3 a) No. of
complaints received:3Nil 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 2022-23, 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 2022-23. The Secretarial Audit Report for
Financial year 2022-23 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 31st March 2023, the authorised share capital of the Company is
Rs10.00 crores divided into 10000000 equity shares of Rs 10/- each and the paid-up equity
share capital is Rs9.10 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 31st March 2023 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 31st March 2023. 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 2083 employees on the Company's payroll as of 31st March 2023.
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.
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.3
5. Replacement of V belts by composite V belts, thereby reducing the
transmission3losses and increasing the efficiency of the Equipment's.
6. Electronics based power factor controllers3are 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 |
Rs 366.69 Crores |
Foreign Exchange Outgo |
Rs 165.58 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 34th Annual General Meeting (AGM) of the Members held on 10th
August 2022, until the conclusion of the 39th 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 2022-23, as required under Section
204 of the Companies Act, 2013 and rules made thereunder. The Secretarial Audit Report for
Financial year 2022-23 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
Pursuant to provisions of Section 148 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, as amended from time to time, the Board of Directors at its meeting
held on 26th May 2023 based on the recommendation of the Audit Committee,
approved the appointment of M/s Kewlani & Associates, Cost and Management Accountant
as the Cost Auditors of the Company to conduct audit of cost records maintained by the
Company, pertaining to the relevant products prescribed under the Companies (Cost Records
and Audit) Rules, 2014, for Financial Year 2023-24
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:26th May 2023 |
DIN:00023328 |