DEAR MEMBERS,
Your Directors take pleasure in presenting the 52nd Annual Report of Kanpur
Plastipack Limited together with Standalone and Consolidated Audited Financial Statements
for the financial year ended 31st March, 2023.
FINANCIAL HIGHLIGHTS:
( H in Lacs)
| Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Sale of products |
47,685.43 |
62,507.34 |
47,659.11 |
62,507.34 |
| Other Income |
439.13 |
1,267.39 |
448.79 |
1,267.59 |
| Total Income |
48,124.56 |
63,774.73 |
48,107.90 |
63,774.93 |
| Profit Before Tax |
265.24 |
3,708.07 |
214.78 |
3,706.71 |
| Less: Current Tax |
40.58 |
681.06 |
40.58 |
681.06 |
| Less: Earlier year Tax Adjustment |
16.31 |
4.14 |
16.31 |
4.14 |
| Less: Deferred Tax |
(205.52) |
401.66 |
(205.52) |
401.66 |
| Net Profit After Tax |
413.87 |
2,621.21 |
363.41 |
2,619.85 |
| Balance Profit from Last Years |
14,640.74 |
12,485.81 |
14,636.41 |
1248,2.84 |
| Less: Appropriations: |
|
|
|
|
| Other Comprehensive Incomes |
9.59 |
65.53 |
2.64 |
65.53 |
| Transfer to General Reserve |
- |
- |
- |
- |
| Dividend paid during the year |
257.60 |
400.75 |
257.60 |
400.75 |
| Tax on Dividend |
- |
- |
- |
- |
| Balance carried to Balance Sheet |
14,787.42 |
14,640.74 |
14,739.58 |
14,636.41 |
REVIEW OF OPERATIONS AND OUTLOOK:
The year 2022-23 was possibly the most challenging year in the last two decades for
your Company. The performance of the Company was impacted and the margins were
significantly affected during the year 2022-23, due to the following reasons:
• High volatility in raw material prices.
• Lower capacity utilization due to significantly lower sales in the fabric
division by almost 50%.
• Highly competitive market environment because of increased domestic production
in India, leading to lower realization.
• Recessionary trends in the EU market which imported almost 20-22% lesser in FY
23 as compared to FY 22.
The entire FIBC industry in India was severely impacted and depicted de-growth.
However, your Company was able to record a marginal increase in volumes for FIBCs
although with lower margins.
Your Company is committed in catering to the aspirations of its valued customers and
other stakeholders. During the year, the Company engaged in a series of cost cutting
measures while continuing to focus on creating the right team, enhance customer experience
through technology and making complex things simpler.
The Companys new project of flexible films i.e. Cast Polypropylene Film (CPP) is well
underway and expected to be commissioned by the end of the second quarter in the current
financial year. All major equipments have arrived and are under commissioning. This will
further diversify the product range of the Company as CPP will cater to an entirely
different market segment primarily in the domestic market.
Solar Power:
Steps taken towards sustainability enabled the Company to consume approximately 53% of
its power needs through Solar Power during the year, which has resulted not only into cost
savings but also helped in reducing the carbon emission in the environment.
A total of 1,58,62,000 units of power were used during the year from various renewable
energy sources reducing the emission of carbon in the environment by about 11.100MT.
Trading Activities:
The performance of Dealer Operated Polymer Warehouse activity of Indian Oil Corporation
Limited were also affected during the year under review. We sold 22,302 MT in the current
year as against 25,954 MT in the previous year.
OUTLOOK:
Your Companys commitment to customer satisfaction backed by a legacy of five decades
has helped in retaining its loyal customers. We are confident of carrying this further and
look forward to a better year ahead. The India growth story is on track and no doubt your
Company will be an active part of that story.
The challenges being faced due to global uncertainties are being met by improved and
proactive customer engagement. The Company participated at the Worlds largest packaging
goods fair- Interpack23 at Dusseldorf, Germany in May23 which was held after a gap of
six years. The positive response and impact created will surely help your Company to
expand its customer base and expand its global footprint.
We continue our strategic policy of creating a more efficient, future fit and
sustainable manufacturing process. Having a world class state of the art manufacturing
facility helps the Company to leverage on technological upgradation, innovation and
process improvement. Your Company continues to lay emphasis on exports of value added
products and expanding the geographical reach of the export market.
The commissioning of the CPP line during the year will help in improving the
performance of the Company and provide a window for growth in the future on the one hand
and reduce our dependency on exports on the other.
CPP Line is planned to be commissioned in September, 2023 and will aid the performance
of the Company.
CREDIT RATING:
We have Credit Rating from Acuite Rating & Research Limited which has provided
following credit ratings to the various credit facilities of the Company:
| Long Term Rating |
ACUITE BBB+/Stable |
| Short Term Rating |
ACUITE A2 |
SHARE CAPITAL:
As on 31.03.2023 your Company has total shares capital of H21,46,67,580.00 divided into
2,14,66,758 equity shares of H10/- each. Which is listed with both stock exchanges viz.
BSE Limited and National Stock Exchange.
SUBSIDIARY COMPANIES
The Company has three subsidiary Companies as on 31st March, 2023.
During the year, there has been no material change in the nature of the business of the
subsidiaries. As required under Section 129(3) of the Act, the report on the performance
and financial position of each subsidiary company and salient features of their Financial
Statements are attached in the prescribed form AOC-1 with the financial statements which
forms part of this Annual Report. In accordance with the provisions of Section 136 of the
Act and the amendments thereto, read with the SEBI Listing Regulations, the audited
financial statements, including the consolidated financial statements and related
information of the Company and financial statements of the subsidiary companies are
available on our website at www.kanplas.com. There is no Company which became or ceased to
be subsidiary, joint venture and associate during the year under review. There is no
material subsidiary Company in terms of regulation nos. 16(1)(c) and 24 of the SEBI(
Listing Obligation and Disclosure Requirements) Regulations, 2015.
Your Company funds its subsidiaries, from time to time, in the ordinary course of
business and as per the funding requirements, through capital, loan and/or other means to
meet working capital requirements.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (The ‘Listing Regulations) and Section 129(3) of the
Act, the consolidated financial statements have been prepared by the Company, as per the
Indian Accounting Standards (Ind AS), and form part of this Annual Report. The
Consolidated Financial Statements shall also be laid at the ensuing Annual General Meeting
of the Company.
DIVIDEND:
The Dividend Distribution Policy of the Company has been duly uploaded on the website
of the Company at www.kanplas.com. In view of affected profitability, your Directors have
recommended a reduced rate of final dividend for the year 2022-23 @ 5% i.e. H0.50 per
Equity Share for the financial year 2022-23. Payment of dividend is subject to the
approval of shareholders at the ensuing Annual General Meeting.
DIRECTORS:
Your Directors have re-appointed Shri Manoj Agarwal as Chairman Cum Managing Director
for a further period of three years w.e.f. 01st September, 2023 on fresh terms
of appointment as recommended by the Nomination and Remuneration Committee, subject to the
approval of the shareholders at the ensuing Annual General Meeting. Smt. Usha Agarwal is
retiring by rotation at the ensuing Annual General Meeting and is eligible for
re-appointment. In view of the valuable services, guidance and support received from her,
your Directors recommend her re-appointment.
On the recommendation of Nomination and Remuneration Committee, Shri Rajesh Chawla was
appointed as the Additional Independent Director by the Board of Directors w.e.f
04/08/2023. His regularisation as an Independent Director for a consecutive period of five
years is being placed before the shareholders for approval at ensuing Annual General
Meeting.
There are no other changes in the Board of Directors and the Board is having optimum
combination of Independent and Promoter Directors as required under Section 149(4) read
with Regulation 17 of SEBI (Listing Obligation and Disclosure Requirement) Regulations,
2015, as amended.
MEETINGS OF THE BOARD OF DIRECTORS:
During the year, your Company has conducted 4 meetings of the Board of Directors. The
details of the meetings of the Board & Committees thereof including attendance therein
are given under Corporate Governance Report. Your company has digitalized the Board
Process and adopted paper less Board meetings platform.
KEY MANAGERIAL PERSONNEL:
Following are the Key Managerial Personnel of your Company:
| Sl No. Name of KMP |
Designation |
| 1 Shri Manoj Agarwal |
Chairman Cum Managing Director |
| 2 Shri Ankur Srivastava |
Company Secretary & Compliance Officer |
| 3 Shri Vishal Jain |
Chief Financial Officer |
DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules.
DEPOSITS:
In view of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance
of Deposit) Rules, 2014 your Company did not accept any deposit during the year under
review.
CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements set out by the Securities and Exchange
Board of India (SEBI). The report on Corporate Governance as stipulated under the Listing
Regulations is annexed to the Annual Report as Annexure ‘A and Management Discussion
and Analysis Report also forms part of this Report.
The Certificates certifying that
(i) the Company has complied with the requirements of Corporate Governance in terms of
SEBI (LODR) Regulations, 2015; and (ii) none of the Directors on the Board of the company
have been debarred or disqualified from being appointed or continuing as Directors of
Companies by the SEBI/ MCA or any such authority.
are attached and forms the part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption
and foreign exchange earnings and outgo for the financial year 2022-23 are annexed as
Annexure ‘B which forms part of this Report.
PARTICULARS OF EMPLOYEES:
The information required under Section 197(12) of the Companies Act, 2013 read with
Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed as Annexure ‘C which forms part of this Report.
AUDITORS:
I. STATUTORY AUDITORS AND THEIR REPORT
M/s Rajiv Mehrotra & Associates (FRN: 002253C), Chartered Accountants, were
appointed as Statutory Auditors of your Company for a period of 5 years in the Annual
General Meeting held on 02/09/2022 till the conclusion of 56th Annual General
Meeting to be held in the year 2027.
The Audit Report from the Statutory Auditors forms part of this Annual Report. The said
report does not contain any qualification, reservation or adverse remark.
II. COST AUDITORS
As per Section 148 of the Act read with Companies (Audit and Auditors) Rules, 2014, the
Company, is required to maintain and audit its cost records conducted by a Cost
Accountant. The Board of Directors of the Company has on the recommendation of the Audit
Committee, approved the appointment of M/s Rakesh Misra & Company, Cost Accountants as
the Cost Auditors of the Company to conduct cost audit for relevant products prescribed
under the Companies (Cost Records and Audit) Rules, 2014 for the year ending 31st
March, 2024. Under Section 139(1) of the Act and the Rules framed thereunder M/s Rakesh
Misra & Company have furnished a certificate of their eligibility and consent for
appointment.
The Board on recommendations of the Audit Committee have approved the remuneration
payable to the Cost Auditor, subject to ratification of their remuneration by the Members
at the ensuing AGM. The resolution approving the above proposal is being placed for
approval of the Members in the Notice for this Annual General Meeting.
The cost audit report for the financial year 2022-23 will be filed within the
stipulated time.
III. SECRETARIAL AUDITORS
The Company has appointed M/s Adesh Tandon & Associates, Practicing Company
Secretaries as the Secretarial Auditors of the Company for the year 2022-23. The
Secretarial Audit Report, as placed by the Auditor, is annexed with this Report as
Annexure ‘D. There was no qualification, reservation or adverse remark made by the
Auditor in their respective report.
IV. INTERNAL AUDITORS
During the year under review M/s S N Saraogi & Associates, Chartered Accountants
were the Internal Auditors of the Company. Their reports were placed before the Audit
Committee of the Company from time to time.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of internal control with reference to the financial
statements. All the transactions are properly authorized, recorded and reported to the
Management. The Company is following all the applicable Accounting Standards for properly
maintaining the books of accounts and reporting financial statements. The internal auditor
of the company checks and verifies the internal control and monitors them in accordance
with policy adopted by the company. Company ensures proper and adequate systems and
procedures commensurate with its size and nature of its business.
ANNUAL RETURN:
As per the requirement of Section 134(3)(a) read with Section 92(3) of the Companies
Act, 2013, the Annual Return for the year 2022-23 has been placed on the website of the
Company. The weblink of the same is https:/www.kanplas.com/en/ corporate-governance.
LISTING:
The Equity Shares of the Company are listed with National Stock Exchange (NSE) and
Bombay Stock Exchange (BSE). We confirm that the Annual Listing Fees for the financial
year 2023-24 have been paid within the stipulated time to both the Stock Exchanges.
CORPORATE SOCIAL RESPONSIBILITY:
In terms of Section 135 and Schedule VII of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors of your
Company have constituted a CSR Committee the details of which are given in Corporate
Governance Report. CSR Committee of the Board have developed a CSR Policy which is
enclosed as part of this report Annexure-‘E.
Annual report on CSR as required under Rule 8(1) of the Companies (Corporate Social
Responsibility) Rules, 2014 is annexed with this report as Annexure ‘F.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year, your Company has not made any Loan or given any Guarantees to any
parties covered under section 185 except its Subsidiary Companies which have been
converted into Capital and the details of investments are given under note 4 and 8 of the
Financial Statements. However, the investments made does not exceeds the limits as
prescribed under Section 186 of the Companies Act, 2013.
VIGIL MECHANISM (WHISTLE BLOWER POLICY):
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013
read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and
Regulations 34 (3) and 53 (f) of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for
directors and employees to report genuine concerns about unethical behaviour, actual or
suspected fraud or violation of the Companys code of conduct or ethics policy has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company.
During the year under review no complaint was received by the Audit Committee under the
Whistle Blower Policy.
RISK MANAGEMENT:
The Company follows the risk management policy wherein the management keeps an eagle
eye view on the markets, both domestic and foreign, related to the products, the Company
manufactures and the raw materials required. The management also monitors the
socio-economic changes worldwide and the changes in the currency fluctuation to minimize
the risks. The Board members are regularly informed about the potential risks, their
assessment and minimization procedures. The Board frames a plan for elimination /
minimization of the risk and further lays out the steps for implementing and monitoring of
the risk management plan. There are no risks which in the opinion of the Board are of the
nature that can threaten the existence of the Company. However, the risks inter-se that
are generally dealt in regular course of business are fluctuations in foreign exchange
rates and raw material prices which have to be taken care.
MATERIAL CHANGES AND COMMITMENTS:
No material changes or commitments which may affect the financial position of the
Company has been occurred between the end of the financial year of the Company and the
date of this report.
INDIAN ACCOUNTING STANDARDS:
Your Company has adopted Indian Accounting Standards (‘Ind- AS) with effect from
1st April, 2017 pursuant to Ministry of Corporate Affairs notification dated 16th
February, 2015 notifying the Companies (Indian Accounting Standards) Rules, 2015.
BOARD EVALUATION:
The Board annually evaluates its performance as well as the performances of its
Committees and of Directors individually.
For evaluating the performance of the Board as a whole, the Chairman of the Company and
the Whole Time Directors are evaluated linking it with the periodical performances of the
Company, role of the Board towards achievement of the said performances, the future plans
as set out from time to time and their devotion towards implementation and management of
the growth parameters of the Company.
The performance of the Non Executive / Independent Directors is evaluated on the basis
of their contribution for adopting better corporate governance practices, transparency and
disclosures in achieving the goal of the Company.
The performance of the various Committees of the Board is reviewed on the basis of the
achievement of the work designated to the specific committee.
RELATED PARTY TRANSACTIONS:
During the year no contracts / arrangements were entered / renewed by the Company with
related parties in terms of the provisions of Section 188(1) of the Companies Act, 2013.
All the transactions with the related parties entered during the year 2022-23 were in
the ordinary course of business, on arms length basis and as per the approval of the
Audit Committee. Further, no material related party transaction was entered during the
year under review.
Disclosure as required under section 134(3)(h) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014, in form AOC-2, is not applicable as all the contracts
entered by the Company during the year are on arms length basis and there was no material
contract or arrangement.
The policy to deal with the related party transactions is uploaded on the companys
website. The weblink of the same is https://www.kanplas.com/en/policies
COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive and independent directors
to maintain the independence of the Board, and separate its functions of governance and
management. The Company has duly constituted the
Nomination and Remuneration Committee of the Board and the committee interalia
periodically evaluates:
1. The need for change in composition and size of the Board;
2. Recommend/review remuneration of the Managing Director and Whole-time Director(s)
based on their performance.
3. Recommend the policy for remuneration of Directors, KMPs & other senior level
employees of the Company and review the same in accordance with performance of the Company
and industry trend.
The policy to deal with the selection, appointment and remuneration of the Directors
and Key Managerial Personnel and other senior level employees is annexed with this report
as Annexure ‘G.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013, the
Board of Directors of the Company hereby state and confirm that: -
i) in the preparation of the Annual Accounts, the applicable Accounting Standards had
been followed along with proper explanation relating to material departures;
ii) 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;
iii) 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;
iv) the Directors had prepared the Annual Accounts of the Company on a going concern
basis.
v) 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.
vi) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENT:
Your Directors convey their sincere gratitude towards the Bankers, Government Agencies,
esteemed customers and all other stakeholders for their continued support and patronage
during the year.
Your Directors also place on record their appreciation for the committed and dedicated
contribution of all the officers, staff and workmen for the consistent growth of your
Company.
Your Directors also take this opportunity to place on record their gratitude to all the
shareholders for their confidence with the Company.
|
|
For and on behalf of the Board of Directors |
|
|
Kanpur Plastipack Limited |
| Place: Kanpur |
(Shashank Agarwal) |
(Manoj Agarwal) |
| Date: 4th August, 2023 |
Deputy Managing Director |
Chairman Cum Managing Director |
+91-9892691696
