Dear Shareholders,
Kkalpana Plastick Limited,
Your Directors are pleased to present the 36th Annual Report together with
the Audited Statement of Accounts of Kkalpana Plastick Limited ("the Company")
for the financial year commencing from 01.04.2024 to 31.03.2025 ("Financial Year
2024-2025" or "March 31, 2025").
Financial Performance:
(Rs. In Thousand)
| Particulars |
2024-2025 |
2023-2024 |
| Total Revenue |
5038.94 |
4387.37 |
| Profit/(Loss) before Depreciation, Interest & Tax |
894.45 |
(315.50) |
| Less: Depreciation |
0.00 |
8.30 |
| Interest |
0.00 |
0.00 |
| Profit/(Loss) before Tax |
894.45 |
(323.80) |
| Less: Provision for Tax |
|
|
| Current Tax |
139.53 |
0.00 |
| Deferred Tax |
1.50 |
1.71 |
| Tax Expense for earlier years |
18.95 |
43.48 |
| MAT Credit Entitlement |
(139.53) |
0.00 |
| Profit/(Loss) after Tax |
873.99 |
(368.99) |
| Add: Profit brought forward from previous year |
4753.34 |
5122.33 |
| Balance carried to B/S |
5627.33 |
4753.34 |
Dividend:
Due to paucity of funds of the Company, your Directors do not recommend any dividend
for the Financial Year 2024-2025.
Operations and State of Company's Affairs:
During the year under review, total revenue of the Company was Rs 50.39 Lacs as
compared to Rs 43.87 Lacs in the previous year. The Profit after tax was Rs 8.74 Lacs as
against Loss after Tax of Rs 3.69 Lacs in the previous year.
Transfer to General Reserve:
The Company proposes not to transfer any funds to the General Reserve for the Financial
Year 2024-2025. Future Outlook:
The plastic compounding market is valued at USD 82.0 Billion in 2025 and is expected to
reach USD 182.0 Billion by 2035, advancing at an 8.3% Compound Annual Growth Rate
("CAGR") throughout the forecast period. Within the plastic compounding market,
the United States remains the most lucrative country in 2025 thanks to entrenched
automotive and packaging clusters. Meanwhile, China is poised to be the fastest-growing
national market from 2025 to 2035 as EV assembly plants; appliance production and
infrastructure spending keep resin demand surging. Across industries, regulatory pushes
for vehicle lightweighting, single-use-plastic curbs and net-zero commitments are
reshaping the plastic compounding market. Feed-stock volatility and the steep capex of
advanced recycling restrain smaller converters but automation and Al-driven inline quality
controls are lifting yields and compressing scrap rates. Key trends steering the plastic
compounding market include graphene-enhanced conductivity packs and regionalised
toll-compounding hubs that slash logistics emissions. Looking ahead, the plastic
compounding market is set to pivot toward mass-customised, circular-ready polymers. By
2030, chemical-recycling inputs are forecast to cover 15% of global compound tonnage,
while digital product passports will trace every pellet's carbon intensity. Compounding
firms that embed closed-loop take-back, deploy green-hydrogen-fed extrusion lines and
co-develop drop-in resins with 3D-printing bureaus will capture outsized share through
2035. India's wires and cables market has also expanded significantly from Rs 859 Billion
in Financial Year 2019 to Rs 1,702 Billion in Financial Year 2024, registering a CAGR of
14.7% during this period. Furthermore, the sector is projected to grow at a CAGR of 11-13%
between Financial Year 2024 and Financial Year 2029. The significant share of power
transmission cables can be attributed to favourable government initiatives in the power
sector, such as railway electrification projects and rural electrification schemes.
Additionally, rising expenditures in the construction sector and the expansion of the
Fast-Moving Electrical Goods industry are driving the demand for building wires.
Change in nature of Business, if any:
There has been no change in the nature of business of the Company during the year under
review. Transfer of Amount to Investor Education and Protection Fund:
Your Company has not declared any dividend in the preceding years hence the Company
does not have any dividend lying unpaid or unclaimed for a period of seven years. As such
there are no funds which are required to be transferred to Investor Education and
Protection Fund ("IEPF").
Material changes and commitments affecting the financial position of the Company:
No material changes and commitments affecting the financial position of the Company
have occurred between the end of the financial year to which the financial statement
relate and the date of this report.
Particulars of Loans, Guarantees and Investments: the Company has given loans exceeding
sixty per cent of its paid-up share capital, free reserves and securities premium account
or one hundred per cent of its free reserves and securities premium account, but the same
are within the limits as approved by the members of Company, vide special resolution, in
its Annual General Meeting ("AGM") held on September 22, 2017 and therefore in
compliance with the provisions of Section 186 of the Companies Act, 2013 ("the
Act"). Details of Loans, pursuant to the provisions of Section 186 of the Act are
provided in the financial statement.
Particulars of Contracts or Arrangements made with Related Parties:
In line with the requirements of the Act and the Securities and Exchange Board of India
(Listing Obligations and Disclosures Requirements), Regulations, 2015 ("SEBI Listing
Regulations"), your Company has formulated a policy on Related Party Transactions
which is also available on the website of the Company at www.kkalpanaplastick.com.
All transactions with the related parties during the year under review were in the
ordinary course of business and at arm's length. The disclosure required under Section
134(3)(h) of the Act read with Section 188(1) of the Act in Form AoC 2 forms part of this
report and the same is marked as Annexure 1.
Deposits:
Your Company has not accepted any deposit during the year under review in terms of
Section 73 of the Act, read with Companies (Acceptance of Deposit) Rules, 2014 and there
were no unpaid deposits with the Company as at March 31, 2025.
Details of Subsidiary/Joint-Venture/Associate Companies:
Your Company does not have any Subsidiary/Associate Company and had neither entered
into any Joint Venture as at March 31, 2025. Further, none of the Company has become or
ceased to become the Subsidiary, Joint Venture or Associate of your Company during the
Financial Year 2024-2025.
Your Company is a Subsidiary Company of Bbigplas Poly Private Limited as at March 31,
2025.
Risk Management:
Compliance Risk:
With the frequent changes/modifications/amendments/enactments/re-enactments in various
laws/ regulations/guidelines/ rules, the Company has to face risk related to its
compliance. The provision related to penalties, prosecutions, etc. are inherent to all
businesses and the Company is no exception. However, the Company and its executive make
sincere efforts to stay updated with applicable provisions of laws and various statutes.
Financial Risk:
Financial Risk is one of the major concerns of every business across fields and
geographies. Market changes or losses can threaten a company's financial standing. Here
are few types of financial risks for businesses:
> Default risk: Taking out a business loan with greater interest than a company can
afford can put a company at risk of defaulting or not paying the loan.
> Liquidity risk: A company faces a liquidity risk when it can't quickly convert its
assets into cash.
The Company's financial risk management is an integral part of how to plan and execute
its business strategies.
Security Risk:
A business can experience a security risk if it fails to create or follow cybersecurity
strategies. Ineffective training for employees, lack of software testing and insufficient
policies for security updates can all put a company's finances and reputation at risk.
Human Risk:
Human risks in business can arise from employees' failure to perform their essential
duties in the workplace. Human risks can arise from factors employees can't control, like
health issues or intentional actions like theft or fraud. When a business faces human
risks, it can experience a loss of profits.
Environmental Risk:
Environmental risks (including climate risks and nature-based risks) are material
risks. The impact of these risks differs between sectors, locations and in relation to
other internal and external factors, all of which affect organization resilience. The
actual scope of environmental risks is broad. As identified by the World Economic Forum,
climate action failure tops this list, followed by extreme weather events and in third
place, biodiversity loss.
Human Resource Risk:
Human Resource Risk ("HR Risk") management focuses on analyzing the risks
that employees of an organization pose to the business. HR Risk management addresses risks
related to inadequate employee management, employees' behavior or risks related to certain
ways that human resources use to hire and sack employees.
The primary focus of the HR Risk management is to closely follow the work of all
employees at all levels, in order to identify, evaluate, mitigate and prevent risks in a
timely manner. Risks coming from employees are the most difficult to manage and many large
scale organizations struggle to plan or prepare for them.
Vigil Mechanism/Whistle Blower Policy:
Pursuant to the requirement of Section 177(9) of the Act read with Regulation 22 of the
SEBI Listing Regulations, the Company has established Vigil Mechanism/Whistle Blower
Policy to report genuine concerns or grievances. Protected disclosures can be made by a
whistle blower through an e-mail or phone or letter to the Chairman of the Audit
Committee. During the year no employee was denied access to the Audit Committee of the
Company. The Vigil Mechanism/Whistle Blower Policy has also been hosted on the website of
the Company at http://kkalpanaplastick.com/policy-as-per-companies-act-2013/.
Particulars of Employees:
None of the employees, employed during the year, was in receipt of remuneration, in
aggregate of Rupees One Crore and Two Lakhs or more per annum for the Financial Year
2024-2025 or Rupees Eight Lakh Fifty Thousand or more per month for any part of the
Financial Year, as set out in the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. Therefore, no details are required to be provided as required,
pursuant to Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The ratio of remuneration of each Director to the median employee's remuneration and
other details in accordance with sub-section 12 of Section 197 of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
as amended, forms part of this report and is marked as Annexure-2.
Internal Financial Controls:
the Internal Financial Controls with reference to the Financial Statement are
commensurate with the size and nature of business of the Company. The Internal Auditor and
the Audit Committee reviews the Internal Financial Control system periodically. During the
year under review, no material or serious observations has been received from Internal
Auditors of the Company for inefficiency or inadequacy of such controls.
Share Capital:
The Paid-up Equity Share Capital as on March 31, 2025 was Rs.552.85 Lacs. During the
year under review, there has not been any change in the Equity Share Capital of the
Company. It has neither issued shares with differential voting rights nor issued sweat
equity or granted stock options. As on March 31, 2025, none of the Directors hold any
shares in the Company.
Directors and Key Managerial Personnel:
Appointment/Re-appointment:
In accordance with the provisions of Section 152 of the Act, Mr. Sajjan Kumar Sharma
(DIN: 02162166), Whole-Time Director of the Company, retires by rotation at the ensuing
AGM and being eligible, has offered himself for re-appointment.
Resignation:
During the year under review, none of the Directors resigned and none of the
Independent Directors is due for re-appointment.
Your Company has also received necessary declaration from all the directors, as
required as per Section 164(2) and 184(1) of the Act.
None of the Directors are disqualified or debarred by SEBI or any other authority from
continuing office as director. The Certificate in this regard issued by M/s B.K. Barik
& Associates, Practicing Company Secretary (FCS: 5696, C.P. No: 3897) is enclosed and
marked as Annexure-3.
Declaration by Independent Directors:
The Company has received necessary declaration from each Independent Directors of the
Company, pursuant to the provisions of Section 149(7) of the Act, confirming that they
meet the criteria of independence as laid down under Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board of
Director of the Company ("the Board"), they fulfill the conditions of
Independence as specified in the Act and the Rules made there under and are independent of
the management.
The Independent Directors of the Company have undertaken requisite steps towards the
inclusions of their names in the Data Bank of ID's maintained with Indian Institute of
Corporate Affairs, in terms of Section 150 of the Act, read with Rule 6 of the Companies
(Appointment & Qualifications of Directors) Rules, 2014, as amended from time to time.
Board Membership Criteria and list of Core Skills/Expertise identified in the context
of the business:
The Board is responsible for shaping the future of the organisation within its
fiduciary characteristics. Therefore, identifying the key competencies of the Board
members is very much essential to ensure that the qualified persons undertake this
cardinal role. Globally, identifying the key competencies of the Board members is
considered as the step towards a successful Board. Broadly, the parameters for identifying
key competencies or skill-set can be categorised as follows:
Industry Knowledge/Experience:
Having experience and knowledge of the industry in which the organisation operates is
one of the key competencies of a Board member. This is required for achieving the
objectives of the organisation while operating effectively, responsibly, legally and
sustainably. The Board members are required to demonstrate an understanding of:
> the relevant laws, rules, regulation policies applicable to the
organisation/industry/sector and level/ status of compliances thereof by the organisation.
> the best corporate governance practices, relevant governance codes, governance
structure, processes and practices followed by the organisation.
> business ethics, policies, codes and practices of the organisation.
> the organisation structures and systems which enable identification and management
of risks and crisis.
> international practices being followed.
Strategic Expertise:
To create and implement effective strategies, a thorough knowledge of the strategic
process is required. The ability to think strategically enables directors to propose
ideas, options and plans that provide advantage of available opportunities while
reflecting a broad and future-oriented perspective. Having an understanding of the need
for a clear vision and purpose to guide the strategy, models and methods of strategic
analysis, option analysis, the factors involved in successful strategy implementation by
the directors is required for giving a strategic direction to the organisation. The
sub-sets under this head may be as below:
> Strategic thinking
> Vision and value creation
> Strategy Development
> Strategy implementation and modification/updation
Finance and Accounting Skills:
The Board needs to be financially literate, understanding of the organization's
business operations, analytical ability and interpersonal skills and a sharp understanding
of industry technology. The sub-sets under this head may be as below:
> Ability to understand and analyze financial reports.
> Ability to review and analyze proposed budgets in light of Association resources,
strategic goals and priorities.
> Ability for handling financial management along with an understanding of
accounting and financial statement.
Governance:
Experience in developing governance practices, serving the best interests of all
stakeholders, maintaining board and management accountability, building long-term
effective stakeholder engagements and driving corporate ethics and values.
Leadership Skills:
Board members should be able to provide both strategic and innovative thought
leadership. Strategic thinking involves analyzing issues and making decisions that support
the organization's overarching mission. Board members with the capacity for innovative
thinking make new ideas and solutions possible.
Digital Literacy:
one of the most important skills for board members in the digital age is digital
literacy, which means the ability to understand, use and leverage technology and data to
create value and solve problems. Board members who are digitally literate can assess the
impact of digital transformation on the business model, customer expectations, competitive
landscape and regulatory environment. They can also identify and evaluate the
opportunities and risks of adopting new technologies such as artificial intelligence,
cloud computing, cyber security and blockchain. Digital literacy also enables board
members to communicate effectively with the management, stakeholders and external partners
on digital issues and initiatives.
The following are the details of respective core skills of the Board Members:
| Core Skills |
Name of the Directors |
|
|
Mr. Sajjan Kumar Sharma |
Mrs. Ananya Dey |
Mrs. Rashi Nagori Mehta |
Ms. Shampa Paul |
| Industry Knowledge/Experience |
V |
V |
|
|
| Strategic Expertise |
|
V |
|
|
| Finance and Accounting Skills |
v |
|
V |
V |
| Governance |
|
|
V |
V |
| Leadership Skills |
V |
V |
|
|
| Digital Literacy |
V |
V |
V |
V |
Familiarization Programme for Independent Directors:
The Company had organized a familiarization programme for the Independent Directors as
per the requirement of Schedule IV to the Act and Regulation 25(7) of SEBI Listing
Regulations. All Independent Directors of the Company attended the orientation programme.
The Company has familiarized the Independent Director with the Company, their roles,
rights, responsibilities in the Company, nature of the Industry in which the Company
operates and business model of the Company through various programmes. Further, at the
time of the appointment of an Independent Director, the Company issues a formal letter of
appointment outlining his/her role, function, duties and responsibilities. The format of
the letter of appointment is available on the website of the Company at
http://kkalpanaplastick.com/draft- appointment-letter/.
Policy on Director's Appointment and Remuneration:
The current policy is to have an appropriate mix of executive, non-executive,
independent directors to maintain the independence of the Board and separate its function
of governance and management. As at March 31, 2025, the Board had 4 members, 1 of which
was executive, 3 non-executive directors out of which 2 were independent director.
The Company's Policy for selection and appointment of Directors and their remuneration
is based on its Nomination and Remuneration policy which, inter alia, deals with the
manner of selection of the Directors and such other matters as provided under Section
178(3) of the Act and Regulation 19(4) of SEBI Listing Regulations.
The policy of the Company on director's appointment and remuneration, including the
criteria for determining qualifications, positive attributes, independence of a director
and other matters, as required under Section 178(3) of the Act, is available on the
website of the Company at http://kkalpanaplastick. com/policy-as-per-companies-act-2013/
Your Directors affirm that the remuneration paid to the directors is as per the terms
laid out in the Nomination and Remuneration Policy of the Company.
Board Evaluation:
The Company has devised a policy for performance evaluation, which includes criteria
for performance evaluation. It reviews the performance evaluation criteria annually in
accordance with Regulation 4(2)(f) (ii)(9) of the SEBI Listing Regulations, as amended
from time to time. The Nomination and Remuneration Committee accordingly carries out an
annual evaluation of the Board's performance and the performance of its committees as well
as individual directors (both executive and non-executive/independent directors), in
accordance with Section 178(2) of the Act. This involves receiving inputs from all
committee members. The Board thereafter reviews and takes on record the performance
evaluation done by the Nomination and Remuneration Committee. The Board evaluates the
performance of Independent Directors in accordance with Schedule IV to the Act.
Pursuant to the provisions of the Act and the SEBI Listing Regulations, the formal
annual evaluation was carried out for the Board's own performance, its Committees &
Individual Directors.
A structured performance evaluation form was prepared after taking into consideration
inputs received from the Directors and on the basis of the evaluation criteria laid down
by the Nomination and Remuneration Committee, covering various aspects of the Board's
functioning including adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties, obligations and governance.
A separate meeting of the Independent Directors was held to review the performance of
Non-Independent Directors, the performance of the Board . The Directors evaluation was
broadly based on the parameters such as meeting the expectation of stakeholders, guidance
and review of corporate strategy, risks, participation and attendance at Board/Committee
Meetings, interpersonal skills. The Independent Directors also assessed the quality,
quantity and timeliness of flow of information between the Company's Management and the
Board. The directors expressed overall satisfaction on the evaluation process. Based on
the feedback of the Board Evaluation process, appropriate measures were taken to further
improve the process and other aspects.
Observations of the Board in regard its own performance:
The Directors were generally satisfied with the performance of the Board. They reached
this conclusion after critical analysis of various operational segments.
Directors' Responsibility Statement:
Pursuant to the requirement of Section 134 (3)(c) of the Act, your Directors confirm
that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit or loss of the Company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
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 system to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
Board Meetings:
The Board met four times during the Financial Year 2024-2025. The intervening gap
between two consecutive Meetings was within the period prescribed under the Act and SEBI
Listing Regulations. The dates of Board Meetings and their attendance are given below:
| Name of Director |
Category |
Attendance of Directors |
|
|
27.05.2024 |
10.08.2024 |
11.11.2024 |
12.02.2025 |
| Mr. Sajjan Kumar Sharma |
Executive Director |
Yes |
Yes |
Yes |
Yes |
| Mrs. Ananya Dey |
Non-Executive Director |
Yes |
Yes |
Yes |
Yes |
| Mrs. Rashi Nagori Mehta |
Non-Executive Independent Director |
Yes |
Yes |
Yes |
Yes |
| Ms. Shampa Paul |
Non-Executive Independent Director |
Yes |
Yes |
Yes |
Yes |
Committees of the Board:
The Board has 3 (three) Committees, details of which are given below:
1. Audit Committee: The composition of the Committee and Director's attendance in the
Committee Meetings held during the Financial Year 2024-2025 are given below:
| Name of Director |
Category |
Committee Position |
Attendance of Directors |
|
|
|
27.05.2024 |
10.08.2024 |
11.11.2024 |
12.02.2025 |
| Mrs. Rashi Nagori Mehta |
Non-Executive Independent Director |
Chairman |
Yes |
Yes |
Yes |
Yes |
| Mr. Sajjan Kumar Sharma |
Executive Director |
Member |
Yes |
Yes |
Yes |
Yes |
| Ms. Shampa Paul |
Non-Executive Independent Director |
Member |
Yes |
Yes |
Yes |
Yes |
2. Nomination and Remuneration Committee: The composition of the Committee and
Director's attendance in the Committee Meetings held during the Financial Year 2024-2025
are given below:
| Name of Director |
Category |
Committee Position |
Attendance of Directors |
|
|
|
|
|
10.08.2024 |
11.11.2024 |
12.02.2025 |
| Ms. Shampa Paul |
Non-Executive Independent Director |
Chairman |
Yes |
Yes |
Yes |
| Mrs. Rashi Nagori Mehta |
Non-Executive Independent Director |
Member |
Yes |
Yes |
Yes |
| Mrs. Ananya Dey |
Non-Executive Director |
Member |
Yes |
Yes |
Yes |
3. Stakeholders Relationship Committee: The composition of the Committee and Director's
attendance in the Committee Meetings held during the Financial Year 2024-2025 are given
below:
| Name of Director |
Category |
Committee Position |
Attendance of Directors |
|
|
|
27.05.2024 |
10.08.2024 |
11.11.2024 |
12.02.2025 |
| Mrs. Rashi Nagori Mehta |
Non-Executive Independent Director |
Chairman |
Yes |
Yes |
Yes |
Yes |
| Mr. Sajjan Kumar Sharma |
Executive Director |
Member |
Yes |
Yes |
Yes |
Yes |
| Mrs. Ananya Dey |
Non-Executive Director |
Member |
Yes |
Yes |
Yes |
Yes |
Separate Meeting of Independent Directors:
During the year under review, the Independent Directors met on February 12, 2025,
without the attendance of Non-Independent Directors and members of the Management. The
Independent Directors reviewed the performance of Non-Independent Directors, the Board as
a whole and assessed the quality, quantity and timeliness of flow of information between
the Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
All Independent Directors of the Company were present at this Meeting.
Auditors and Auditors' Report:
the Statutory Auditors of the Company, M/s. B. Mukherjee & Co., Chartered
Accountants, Kolkata (Firm Registration No: 302096E), were appointed as the Statutory
Auditors of the Company, for a period of 5 (Five) consecutive years, from the conclusion
of 33rd AGM of the Company held on September 27, 2022, until the conclusion of
38th AGM of the Company to be held in the year 2027.
Pursuant to Section 139 and 141 of the Act read with Rule 5 of the Companies (Audit
& Auditors) Rules, 2014, the Statutory Auditors have furnished a certificate of their
eligibility and consent to continue to act as the Statutory Auditors of your Company for
the Financial Year 2025-2026.
the Auditors' Report on the accounts for the Financial Year ended March 31, 2025 does
not contain any qualification, observation or adverse remark.
Details in respect of Fraud reported by Auditors under of Section 143(12) of the Act:
There was no fraud reported by the Statutory Auditors, pursuant to Section 143(12) of
the Act for the Financial Year ended March 31, 2025.
Cost Audit:
The turnover of the Company in the immediately preceding financial year does not exceed
the prescribed limit as mentioned in the Companies (Cost Records & Audit) Rules, 2014
and hence Cost Audit is not applicable to the Company.
Secretarial Audit and Auditor:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s B.K.Barik
& Associates (FCS: 5696, C.P.No: 3897), Practicing Company Secretary, Kolkata, for
conducting Secretarial Audit of the Company for the Financial Year 2024-2025.
The report of the Secretarial Auditors for the Financial Year 2024-2025 in Form MR-3 is
annexed herewith as Annexure 4 to this report. the report is self-explanatory and does not
call for any further comments.
The Board, based on the recommendation of the Audit Committee at their respective
meetings held on May 20, 2025 and in terms of the amended Regulation 24A of the SEBI
Listing Regulations, considered and approved the appointment of M/s B.K.Barik &
Associates (FCS: 5696, C.P.No: 3897), Practicing Company Secretary, Kolkata, a peer
reviewed firm, as the Secretarial Auditors of the Company, for a term of 5 (Five)
consecutive years, commencing from Financial Year 2025-2026, at a remuneration of Rs
25,000/- for the Financial Year 2025-2026, plus taxes as applicable and also reimbursement
of actual travel and out of pocket expenses incurred incidental to their function for the
Financial Year 2025-2026 and fixation of remuneration plus taxes as applicable and also
reimbursement of actual travel and out of pocket expenses incurred incidental to their
function for the remaining period by the Board in recommendation of the Audit Committee
and as mutually agreed by Secretarial Auditor, in each of the subsequent years during the
aforesaid term of their appointment. The necessary Resolution seeking members approval for
appointment of M/s B.K.Barik & Associates (FCS: 5696, C.P.No: 3897), Practicing
Company Secretary, Kolkata forms part of AGM Notice.
Internal Audit and Auditor:
Internal Audit is conducted periodically and the internal auditor monitors and
evaluates the efficiency and adequacy of internal control system including internal
financial control in the Company.
The Board based on the recommendation of the Audit Committee, had appointed M/s P R
Shukla & Associates (Firm Registration No: 327763E), Chartered Accountants, as
Internal Auditors of the Company for the Financial Year 2024-2025 in accordance with
Section 138 of the Act, read with the Companies (Accounts) Rules, 2014. During the
financial year under review, there was change of name and status of the firm of Internal
Auditor i.e. from M/s P R Shukla & Associates (Firm Registration Number: 327763E)
Chartered Accountants, Kolkata (Proprietorship Firm) to M/s GRPS & Co. (Firm
Registration Number: 327763E) Chartered Accountants, Kolkata (Partnership Firm) with
effect from December 28, 2024.
Accordingly, the Board based on the recommendation of the Audit Committee at their
respective meetings held on February 12, 2025, approved the continuation of the
appointment of M/s GRPS & Co. (Firm Registration Number: 327763E) Chartered
Accountants, Kolkata as the Internal Auditor of the Company, at same remuneration as
originally agreed upon between Internal Auditors and the Board for the purpose of audit as
decided.
During the year under review, the Internal Audit Report were placed quarterly for
review by the Audit Committee of the Company and there after the same were referred to the
board for its approval and taking on record and necessary actions were taken thereon. The
Internal Auditor has carried out its functions as per the scope of work assigned.
The Board has re-appointed M/s GRPS & Co. (Firm Registration Number: 327763E)
Chartered Accountants, Kolkata, as Internal Auditors of the Company for the Financial Year
2025-2026, in light of the recommendation of the Audit Committee.
Annual Secretarial Compliance Audit:
The requirement of Annual Secretarial Compliance Audit as mentioned in Regulation 24A
of the SEBI
Listing Regulations, read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February
08, 2019 was not applicable to the Company during the financial year under review.
Annual Return:
Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Act and Rule 12(1) of
the Companies (Management and Administration) Rules, 2014, the Annual Return of the
Company for the Financial Year ended March 31, 2025 is available on the Company's website
at: http://kkalpanaplastick.com/agm/ and may be accessed there at.
Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013:
Our Company has always believed in providing a safe and harassment free workplace for
every individual working in the Company premises. Company always endeavors to create and
provide an environment that is free from any discrimination and harassment. The Company
has less than 10 women employees working in the establishment and therefore the company
was not required to constitute the Internal Complaints Committee in accordance with the
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013.
During the year under review, there was no woman employee and that the company has
received nil complaints recorded pertaining to sexual harassment.
Corporate Social Responsibility:
The provision of Section 135(1) of the Act, is not applicable on your Company as the
Net-worth of the Company does not exceed rupees five hundred crores or turnover does not
exceeds rupees one thousand crore or net profit does not exceeds rupees five crore during
the immediately preceding financial year and therefore, the company has not constituted
Corporate Social Responsibility Committee.
Green Initiatives in Corporate Governance:
The Ministry of Corporate Affairs ("MCA"), Government of India and SEBI, has
taken a "Green Initiative in Corporate Governance" by allowing paperless
compliance by the Companies and clarified that the service of documents by the Companies
can be made through Electronic Mode. We seek whole hearted support for this noble
initiative in preserving the forests by the MCA, as this will reduce paper consumption to
a great extent and allow the members to contribute towards a greener environment. This
will also ensure prompt receipt of communication and avoid loss in postal transit.
Accordingly, as a contribution towards green environment, your Company also implemented
the Initiative to send documents, such as Notice convening the general meeting, Audited
Financial Statements, Boards' Report, Auditors' Report, etc; in electronic form on the
email id's provided by the shareholders and made available by them to the company through
the depositories.
Human Resources and Industrial Relations:
During the year, your company maintained harmonious and cordial Industrial Relations.
Your Directors acknowledge and appreciate the efforts and dedication of employees of the
company.
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 in future.
Stock Exchange Compliance Matters:
The Suspension of Trading of Shares of the Company at the Calcutta Stock Exchange
Limited ("CSE") was revoked vide CSE Notice dated May 21, 2024.
Out of the total Equity Share Capital of the Company, comprising 5528535 Equity Shares
of Rs 10/- each, 3260035 Equity Shares of Rs 10/- each were issued on a preferential basis
and allotted on January 06, 2010 to the then promoters. These Shares were pending to be
listed on the Calcutta Stock Exchange Limited ("CSE") at such time. The Company
had made necessary application to CSE in this regard. Pursuant to the said application,
CSE, vide its letter dated January 07, 2025, granted final listing permission for the
aforesaid 3260035 Equity Shares of Rs 10/- each.
SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023 and
SEBI/HO/ OIAE/OIAEJAD-1/P/CIR/2023/135 dated August 04, 2023 read with Master Circular No.
SEBI/HO/OIAE/ OIAEJAD-1/P/CIR/2023/145 dated July 31, 2023 (updated as on December 28,
2023), has established a common Online Dispute Resolution Portal ("ODR Portal")
for resolution of disputes arising in the Indian Securities Market and has specified that
shareholders shall first take-up their grievance with the listed entity by lodging a
complaint directly with the concerned listed entity and if the grievance is not redressed
satisfactorily, the shareholder may, in accordance with the SCORES guidelines, escalate
the same through SCORES portal. Pursuant to abovementioned circulars, post exhausting the
option to resolve the grievances with the RTA/ Company directly and through existing
SCORES platform, if a shareholder(s) is not satisfied with the outcome, he/she/they can
initiate dispute resolution through the ODR Portal (https://smartodr. in/login).
Policies:
The SEBI Listing Regulations mandated the formulation of certain policies for all
listed companies. All applicable policies are available on the website of the Company at
http://kkalpanaplastick.com/policy- as-per-companies-act-2013/.The policies are reviewed
periodically by the Board/Committees, as required and updated based on need and new
compliance requirement.
Management Discussion and Analysis Report:
In accordance with Regulation 34(2)(e) of the SEBI Listing Regulations, a detailed
Management Discussion and Analysis Report for the year under review, is presented in a
separate section forming part of the Annual Report and marked as Annexure 5.
Corporate Governance:
Your Company is committed to maintaining the highest standards of Corporate Governance.
Your Company has complied with the applicable Corporate Governance requirements of SEBI
Listing Regulations.
It may be noted that Regulation 17 to 27 and clauses (b) to (i) and (t) of
sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of the SEBI Listing
Regulations are not applicable to your company, pursuant to the provisions of Regulation
15 of the said Regulations as the Paid up Capital of the Company is below Rupees Ten
Crores and Net-Worth is below Rupees Twenty Five Crores as on the last day of the previous
Financial Year as well as on date of the report.
As such the Company is not required to mandatorily append to this report the Corporate
Governance Report or the Declaration stating that the management personnel have affirmed
compliance with the code of conduct of the board and senior management or the compliance
certificate from either the auditor or practicing company secretaries regarding compliance
conditions of corporate governance.
Compliance with applicable Secretarial Standards:
Your company has complied with the applicable provisions of Secretarial Standard on
Meetings of the Board of Directors ("SS-1") and Secretarial Standard on General
Meetings ("SS-2") issued by the Institute of Company Secretaries of India
("ICSI").
Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
Particulars required to be furnished under Section 134(3)(m) of the Act read with Rule
8(3) of the Companies (Accounts) Rules, 2014 are as under:
(a) Conservation of Energy:
| (i) the steps taken or impact on conservation of energy |
- |
| (ii) the steps taken by the company for utilizing alternate sources of
energy |
- |
| (iii) the capital investment on energy conservation equipment |
NIL |
| (b) Technology Absorption: |
|
| (i) the efforts made towards technology absorption |
- |
| (ii) the benefits derived like product improvement, cost reduction,
product development or import substitution |
- |
| (iii) in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)- |
- |
| (a) the details of technology imported |
- |
| (b) the year of import; |
- |
| (c) whether the technology been fully absorbed |
- |
| (d) if not fully absorbed, areas where absorption has not taken place and
the reasons thereof |
- |
| (iv) the expenditure incurred on Research and Development |
NIL |
(c) Foreign Exchange Earnings and Outgo:
Earning: Nil Outgo: Nil 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 wish to convey their sincere appreciation to all of the Company's
employees and workers at all level for their enormous personal efforts as well as their
collective contribution to the Company's performance.
|
For and on behalf of the Board |
|
| Date: May 20, 2025 |
|
|
| Place: Kolkata |
Sajjan Kumar Sharma |
Rashi Nagori Mehta |
|
(DIN: 02162166) |
(DIN: 09057989) |
|
Whole-Time Director |
Director |
