Dear Shareholders,
Kkalpana Plastick Limited,
Your Directors are pleased to present the 34th Annual Report together with the Audited
Statement of Accounts of Kkalpana Plastick Limited ('the Company') for the financial year
commencing from 01.04.2022 to 31.03.2023 ("Financial Year 2022-2023" or
"March 31, 2023").
Financial Performance:
(Rs. In Thousand)
| Particulars |
2022-2023 |
2021-2022 |
| Total Revenue |
4689.46 |
4612.39 |
| Profit/ (Loss) before Depreciation, Interest & Tax |
(4761.50) |
(445.31) |
| Less: Depreciation |
24.18 |
67.43 |
| Interest |
0.00 |
0.00 |
| Profit/(Loss) before Tax |
(4785.68) |
(512.74) |
| Less: Provision for Tax |
|
|
| Current Tax |
0.00 |
65.97 |
| Deferred Tax |
(0.43) |
(6.79) |
| Tax Expense for earlier years |
0.00 |
0.00 |
| Profit/(Loss) After Tax |
(4785.25) |
(571.92) |
| Add: Profit brought forward from previous year |
9907.58 |
10479.50 |
| Balance carried to B/S |
5122.33 |
9907.58 |
Dividend:
Due to paucity of funds of the Company, your Directors do not recommend any dividend
for the financial year 2022-2023.
Operations and State of Company's Affairs:
During the year under review total revenue of the Company was Rs 46.89 Lacs as compared
to Rs 46.12 Lacs in the previous year. The profit after tax was (47.85) Lacs as against Rs
(5.72) 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 2022-2023. Future Outlook:
The plastic compounding industry is anticipated to develop as natural rubber, wood,
metals, glass, and concrete are increasingly replaced by plastic. Both domestic production
and vehicle sales have increased due to economic expansion in lower-income and emerging
nations. Plastic usage in transportation components is expected to increase significantly
over the projected timeframe due to rising sales of personal and commercial vehicles.
These developments are anticipated to drive the demand for plastic compounding in the
coming days.
Luxury items, consumer electrical and electronic equipment, automobile parts, aircraft
and construction are some of the end-user industries predicted to boost plastic
compounding market trends significantly. Consumption of thermoplastics is anticipated to
grow rapidly because of their general application requirements that may be instrumental in
propelling the market growth for plastic compounding.
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 Amounts 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 statements
relate and the date of this report.
Particulars of Loans, Guarantees and Investments:
The Company has given loans and made investments exceeding sixty per cent of its
paid-up share capital, free reserves and securities premium account or one hundred per
cent of its free reserves and securities premium account, 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 and Investments 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 Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), your Company has formulated a policy on Related Party Transactions
which is also available on the website of 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. There are no material related party
transactions, during the year under review, with the promoters, directors or any Key
Managerial Personnel which may have a potential conflict of interest with the Company at
large. Further, no omnibus approval was granted during the year.
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, 2023.
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, 2023. Further, none of the Company has become or
ceased to become the Subsidiary, Joint Venture or Associate of your Company during the
financial year 2022-2023.
You Company is an Associate Company of Bbigplas Poly Private Limited and Kkalpana
Industries (India) Limited as at March 31, 2023.
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 (HR) 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 the 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
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 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 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
2022-2023 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-1".
Internal Financial Controls:
The Internal Financial Controls with reference to the Financial Statements are
commensurate with the size and nature of business of the Company. 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, 2023 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, 2023, 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.
Ms. Shampa Paul (DIN: 07490402) was appointed as Additional Director under the category
of Independent Director with effect from April 15, 2022 by the Board of Directors upon the
recommendation of Nomination and Remuneration Committee of the Board at their respective
meetings held on April 14, 2022. Her appointment as Independent Director was approved by
the shareholders at the 33rd AGM held on September 27, 2022.
The designation of Mrs. Ananya Dey (DIN: 01297763), was changed from Non-Executive
Independent Director to Non-Executive Non-Independent Director w.e.f August 08, 2022 by
the Board of Directors at its meeting held on August 08, 2022, upon the recommendation of
Nomination and Remuneration Committee at its meeting held on same day. Necessary E-Form
and disclosures in relation to change in the designation of Mrs. Dey in terms of the
provisions of the Act and SEBI Listing Regulations were filed and made by the Company.
Resignation:
Mr. Samir Kumar Dutta (DIN: 07824452), resigned from the office of Independent Director
with effect from April 15, 2022 due to pre-occupation. Necessary E-Form and disclosures in
relation to resignation of Mr. Dutta in terms of the provisions of the Act and SEBI
Listing Regulations were filed and made by the Company.
Key Managerial Personnel:
During the year under review Ms. Ankita Karnani (ACS-33634), Company Secretary,
Compliance Officer and Chief Financial Officer (CFO) resigned with effect from April 15,
2022 and Mr. Navdeep Bhansali (ACS- 60924) was appointed as the Company Secretary,
Compliance Officer and Chief Financial Officer (CFO) of the Company with effect from April
15, 2022.
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 Secretaries (FCS: 5696, C.P. No: 3897) is enclosed
and marked as 'Annexure-2'.
Declarations by Independent Directors:
The Company has received necessary declarations from each Independent Directors of the
Company, pursuant to 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 SEBI Listing Regulations. In the opinion of 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 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 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 of director's 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, cybersecurity, 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 Board Members:-
| Core Skills |
Directors |
|
Mr. Sajjan Kumar Sharma |
Mrs. Ananya Dey |
Mrs. Rashi Nagori Mehta |
Ms. Shampa Paul |
| Industry knowledge/experience |
? |
? |
|
|
| Strategic expertise |
? |
? |
|
|
| Finance and Accounting Skills |
? |
|
? |
? |
| Governance |
? |
|
? |
? |
| Leadership Skills |
? |
? |
|
|
| Digital Literacy |
? |
? |
? |
? |
Familiarization Programme for Independent Directors:
The Company had organized a familiarization programme for the Independent Directors as
per the requirement of the 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
functions of governance and management. As at March 31, 2023, 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 SEBI Listing Regulations, as amended from
time to time. The Nomination and Remuneration Committee accordingly carries out an annual
evaluation of 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 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 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 of Directors and the performance
of the Chairman. The Directors evaluation was broadly based on 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
performance evaluation of the Chairman of the Company was undertaken by the Independent
Directors taking into account the views of Executive Directors and Non-Executive
Directors. 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 clause (c) of sub-section (3) of Section 134 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, and
e) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
f) The directors had devised proper 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 five times during the financial year 2022-2023. 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 |
|
|
14.04.2022 |
20.05.2022 |
08.08.2022 |
08.11.2022 |
07.02.2023 |
| Mr. Sajjan Kumar Sharma |
Executive Director |
Yes |
Yes |
Yes |
Yes |
Yes |
| Mrs. Ananya Dey* |
Non-Executive Director |
Yes |
Yes |
Yes |
Yes |
Yes |
| Mr. Samir Kumar Dutta** |
Non-Executive Independent
Director |
Yes |
NA |
NA |
NA |
NA |
| Mrs. Rashi Nagori Mehta |
Non-Executive Independent
Director |
Yes |
Yes |
Yes |
Yes |
Yes |
| Ms. Shampa Paul*** |
Non-Executive Independent
Director |
NA |
Yes |
Yes |
Yes |
Yes |
* The designation of Mrs. Dey was changed from Non-Executive Independent Director to
Non-Executive NonIndependent Director w.e.f August 08, 2022.
** Mr. Samir Kumar Dutta (DIN: 07824452), ceased to be director w.e.f April 15, 2022.
*** Ms. Paul was appointed as an Additional Director under the category of
Non-Executive Independent Director w.e.f April 15, 2022 and her appointment was approved
by the Shareholders on September 27, 2022.
Committees of the Board:
The Board has three (3) 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 2022-2023 are given below:
| Name of Director |
Category |
Committee Position |
Attendance of Directors |
|
|
|
20.05.2022 |
08.08.2022 |
08.11.2022 |
07.02.2022 |
| 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 |
* The Committee was reconstituted since Mr. Samir Kumar Dutta (DIN: 07824452),
Non-Executive Independent Director, who was the Chairman of the Committee resigned from
the board w.e.f April 15, 2022 and ceased to be the Chairman of the Committee. Mrs. Rashi
Nagori Mehta (DIN: 09057989), Non-Executive Independent Director who was the member of the
Committee, was nominated as the Chairman of Audit Committee w.e.f such date. ** Ms. Paul
was appointed as Non-Executive Independent Director w.e.f April 15, 2022 and was nominated
as member of the committee w.e.f such date.
2. Nomination and Remuneration Committee: The composition of the Committee and
Director's attendance in the Committee Meetings held during the financial year 2022-2023
are given below:
| Name of Director |
Category |
Committee Position |
Attendance of Directors |
|
|
|
14.04.2022 |
08.08.2022 |
07.02.2023 |
| Mr. Samir Kumar Dutta |
Non-Executive Independent Director (upto April 14, 2022) |
Chairman (upto April 14, 2022) |
Yes |
NA |
NA |
| Ms. Shampa Paul* |
Non-Executive Independent Director (w.e.f April 15, 2022) |
Chairman (w.e.f April 15, 2022) |
NA |
Yes |
Yes |
| Mrs. Rashi Nagori Mehta |
Non-Executive Independent Director |
Member |
Yes |
Yes |
Yes |
| Mrs. Ananya Dey** |
Non-Executive Director |
Member |
Yes |
Yes |
Yes |
* The Committee was reconstituted since Mr. Samir Kumar Dutta (DIN: 07824452),
Non-Executive Independent Director, who was the Chairman of the Committee resigned from
the board w.e.f April 15, 2022 and ceased to be the Chairman of the Committee. Ms. Paul
was appointed as Non-Executive Independent Director w.e.f April 15, 2022 and was nominated
as the Chairman of Nomination and Remuneration Committee w.e.f such date.
** The designation of Mrs. Dey was changed from Non-Executive Independent Director to
Non-Executive NonIndependent Director w.e.f August 08, 2022.
3. Stakeholders Relationship Committee: The composition of the Committee and Director's
attendance in the Committee Meetings held during the financial year 2022-2023 are given
below:
| Name of Director |
Category |
Committee Position |
Attendance of Directors |
|
|
|
20.05.2022 |
08.08.2022 |
08.11.2022 |
07.02.2023 |
| 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 |
* The Committee was reconstituted since Mr. Samir Kumar Dutta (DIN: 07824452),
Non-Executive Independent Director, who was the Chairman of the Committee resigned from
the board w.e.f April 15, 2022 and ceased to be the Chairman of the Committee. Mrs. Rashi
Nagori Mehta (DIN: 09057989), Non-Executive Independent Director who was the member of the
committee, was nominated as the Chairman of the Stakeholders Relationship Committee w.e.f
such date
** The designation of Mrs. Dey was changed from Non-Executive Independent Director to
Non-Executive NonIndependent Director w.e.f August 08, 2022.
Separate Meeting of Independent Directors':
During the year under review, the Independent Directors met on February 07, 2023,
without the attendance of Non-Independent Directors and members of the Management, except
the Company Secretary, who was present by invitation. The Independent Directors reviewed
the performance of Non-Independent Directors and the Board of Directors as a whole, taking
into account the views of the Executive and NonExecutive Directors 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. 392096E), were appointed as the Statutory
Auditors of the Company, for a period of 5(five) consecutive years, from the conclusion of
33rd Annual General Meeting of the Company held on September 27, 2022, untill the
conclusion of 38th Annual General Meeting of the Company to be held in the year 2027.
Pursuant to Sections 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 as Statutory Auditors of your Company for the
Financial Year 2023-2024.
The Auditors' Report on the accounts for the year ended March 31, 2023 does not contain
any qualification, adverse remark or observation.
During the year under review no fraud was reported by the Auditors, pursuant to Section
143(12) of the Act.
Cost Audit:
The turnover of the Company in the immediately preceding financial year does not exceed
the prescribed limit as mentioned in 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 of Directors had appointed
M/s. B.K. Barik & Associates (FCS 5696 & COP No. 3897), Practicing Company
Secretaries, for conducting Secretarial Audit of the Company for the Financial Year
2022-2023.
The report of the Secretarial Auditors for the Financial Year 2022-2023 in Form MR-3 is
annexed herewith as "Annexure 3" to this report. The report is self-explanatory
and does not call for any further comments.
The Board has re-appointed M/s. B.K. Barik & Associates (FCS 5696 & COP No.
3897), Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year
2023-20244.
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 of Directors of the Company, on the recommendation made by 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
2022-2023 in accordance with Section 138 of the Companies Act, 2013, read with the
Companies (Accounts) Rules, 2014.
During the year under review, the Internal Audit Reports 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 P R Shukla & Associates (Firm Registration No.
327763E), Chartered Accountants, as Internal Auditors of the Company for the Financial
Year 2023-2024.
Annual Secretarial Compliance Audit:
The requirement of Annual Secretarial Compliance Audit as mentioned in Regulation 24A
of 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 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 year ended March 31, 2023 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 only 1 woman employee and that the company has
received nil complaints recorded pertaining to sexual harassment.
Corporate Social Responsibility (CSR):
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 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 CSR
committee.
Green Initiatives in Corporate Governance:
The Ministry of Corporate Affairs, 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. 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.
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 Regulation, 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 4'.
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 SEBI Listing
Regulations are not applicable to your company, pursuant to provisions of Regulation 15 of
the said Regulations as the Paid up Capital of the Company is below Rupees Ten Crores and
Net worth 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 board of directors 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 of
Meeting of Board of Directors ("SS-1") and Secretarial Standard on General
Meeting ("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 15, 2023 |
|
|
| Place: Kolkata |
|
|
|
Sajjan Kumar Sharma |
Rashi Nagori Mehta |
|
(DIN: 02162166) |
(DIN:09057989) |
|
Whole-Time Director |
Director |
