Kiran Print Pack Ltd Directors Report.

To,

The Members,

Kiran Print Pack Limited

Your Directors have immense pleasure in presenting their Thirty Second Annual Report on the business and operations of the Company together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2021.

1. Financial Highlights:

The financial results are summarized below:

(INR in Thousands)

Particulars For the year ended 31st March 2021 For the year ended 31st March 2020
A Total Revenue 12,983 10,311
B Total Expenses 15,129 10,784
C Profit/(Loss) Before Tax (2,146) (474)
D Tax expense
- Current Tax
- Tax for earlier years 2
- Deferred Tax 2,487 (45)
E Profit/(Loss) after Tax (4,633) (431)

2. Financial Performance:

During the year under review, the Company has earned Total Revenue of Rs. 12,983 thousands in comparison to Rs. 10,311 thousands during the previous year. The Company has incurred net loss of Rs. 4,633 thousands in comparison to net loss of Rs. 431 thousands incurred during the previous year. Your directors are hopeful of better performance in the forthcoming year. There was no change in the nature of the business of the Company during the year.

3. Dividend & Reserves:

Your Directors abstain from declaring any dividend for the year and no amount of profit earned during the year was transferred to General Reserve.

4. Management Discussion & Analysis:

Management Discussion & Analysis report is being given under Corporate Governance Report. There are no material changes between the end of the financial year and the date of the report which may affect the financial position of the Company.

5. Listing with Stock Exchanges:

At Present, the Equity shares of the Company are listed at BSE Limited.

6. Dematerialization of Shares:

94.02% of the Company’s paid up Equity Share Capital is in dematerialized form as on 31st March, 2021 and balance 5.98% is in physical form. The Company’s Registrar and Transfer Agent is Universal Capital Services Private Limited having their registered office at C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400 083.

7. Internal Financial Controls:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

8. Finance & Accounts:

The Company is having adequate resources at its disposal to meet its business requirements and for efficient conduct of business. The Company has not raised any funds by issue of any securities during the year.

Your company is required to prepare financial statements under Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015. The estimates and judgments relating to financial statements are made on prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs and loss for the year ended 31st March, 2021.

9. Subsidiaries, Joint Ventures and Associates Companies:

The Company does not have any Subsidiary/ Joint Ventures/ Associate Companies.

10. Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

11. Statutory Auditors:

The members of the Company at 31st AGM held on 28th September, 2020 had appointed M/s. VMRS & Co. (having Firm Registration No. 122750W), Chartered Accountants, Mumbai, as the Statutory Auditors of the Company for a term of 5 years and accordingly they hold their office till the conclusion of AGM to be held in the year 2025. The Auditors’ Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

12. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Basant Kumar & Associates, Practicing Company Secretary, have been appointed as Secretarial Auditors of the Company.

The Secretarial Audit Report for financial year ended March 31, 2021 is annexed to this report as Annexure A. The Secretarial Audit Report for the year ended March 31, 2021 does not contain any qualification or observation, which requires any comments from the Board.

13. Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Company’s website at www.kiranprintpack.wix.com/kiran.

14. Particulars Regarding Conservation of Energy, Technology Absorption:

Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 requires disclosure of the particulars regarding conservation of Energy and Technology absorption is annexed to this report as Annexure B.

15. Foreign Exchange Earnings / Outgo:

The Company has neither incurred any expenditure nor earned any income in foreign exchange.

16. Corporate Social Responsibility (CSR):

The Company does not fall under the prescribed class of companies’ u/s 135(2) of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014. Hence CSR is not applicable to the Company.

17. Human Resources:

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

18. Disqualification of Directors:

During the year under review, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified to hold office as director and debarred from holding the office of a Director.

19. Meetings of the Board:

The Board of Directors duly met 4 times during the financial year, the details of the same are given in the Corporate Governance Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.

20. Directors and Key Managerial Personnel:

(i) Appointment of Company Secretary:

Ms. Chandni Shah (having Membership No. A62962) was appointed as the Company Secretary of the Company w.e.f. 28th May, 2021. Ms. Chandni Shah was also appointed as the Compliance Officer of the Company w.e.f. 28th May, 2021.

(ii) Appointment of Directors retiring by rotation:

Mrs. Sudha Mohta (holding DIN 01418054), Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment.

Brief profile of the Directors proposed to be reappointed as required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are part of the Notice convening the Annual General Meeting.

(iii) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

21. Vigil Mechanism:

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy.

22. Nomination and Remuneration Policy:

The Nomination & Remuneration Committee of the Board of Directors has adopted a policy which deals with the manner of selection and appointment of Directors, Senior Management and their remuneration. The policy is in compliance with the provisions of Section 178(3) of the Companies Act, 2013. The Remuneration Policy is stated in the Report on Corporate Governance.

23. Related Party Transactions:

All contracts / arrangements / transactions entered into by the Company with its related parties during the financial year were in the ordinary course of business and on an arm’s length basis. During the year, the Company has not entered into any material contract / arrangement / transaction with related parties. Accordingly, disclosure of Related Party Transactions in Form AOC-2 is not applicable. However, details of transactions with the related parties have been included in Notes to the Financial Statements.

24. Particulars of Loans, Guarantees or Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

25. Risk Management:

The Company has adequate internal controls in place at various functional levels and does not foresee any major risk such as financial, credit, legal, regulatory and other risk keeping in view the nature and size of its business.

26. Safety:

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. Significant and Material Orders Passed by the Regulators or Courts:

There are no significant and material orders passed by Regulators/Courts that would impact the going concern status of the Company and its future operations.

28. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board of Directors of the Company and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

29. Material changes and commitment:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates on the date of this report.

30. Audit Committee:

The Audit Committee is comprised of three directors. The composition of the Audit Committee is as follows:-

Name Designation Category
Mr. Dwarkadas Deokishan Bagri Chairman Non-Executive Independent
Mr. Sanjay Kumar Loiwal Member Non-Executive Independent
Mrs. Sudha Mohta Member Executive

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

31. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is comprised of three directors. The composition of the Nomination and Remuneration Committee is as follows:-

Name Designation Category
Mr. Dwarkadas Deokishan Bagri Chairman Non-Executive Independent
Mr. Sanjay Kumar Loiwal Member Non-Executive Independent
Mrs. Sudha Mohta Member Executive

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors.

32. Corporate Governance:

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organization’s brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders’ expectations. It is imperative that our company affairs are managed in fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. A report on a Corporate Governance is appended as annexure to this report.

33. Ratio of Remuneration:

The information required pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Ratio of remuneration of each director to the median remuneration of the employees of the company and Percentage increase in remuneration of each Director and Key Managerial Personnel for the financial year ended March 31, 2021:

(INR in Thousands)

Name and Designation Remuneration F.Y. 2020-21 % increase from the previous year Ratio / Times per Median of Employee Remuneration
Mr. Karan Kamal Mohta (Managing Director) 1500 9.09 10.42
Mrs. Sudha Mohta 1200 9.09 8.33
Ms. Palak Pandey (Company Secretary) 144 12.50 N.A.

The particulars of the employees as required under Rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees of the Company was in receipt of remuneration as prescribed under the said Rules.

34. Share Capital:

A) Buy Back of Securities:

The Company has not bought back any of its securities during the year under review.

B) Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

C) Bonus Shares:

No Bonus Shares were issued during the year under review.

D) Employees Stock Option Plan:

The Company has not provided any stock option plan during the year under review.

35. Directors Responsibility Statement:

According to the provisions of section 134(3)(c) of the Companies Act, 2013, the directors confirm that:

a) in the preparation of annual accounts for the financial year ended 31st March, 2021, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the accounting policies as selected are consistently applied and made judgments and estimates that are reasonable and prudent manner so as to ensure true and fair view of the state of affairs of the Company as at 31st March, 2021 and of the loss of the Company for the year ended on that date;

c) adequate accounting records are maintained in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) financial statements have been drawn up on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

36. Acknowledgment:

Your directors take the opportunity to record their deep sense of gratitude for the valuable support and cooperation extended to the Company by its shareholders and bankers.

Registered Office: For and on behalf of the Board
W-166 E, TTC Industrial Area,
MIDC Pawane, Navi Mumbai, sd/- sd/-
Thane - 400 709. Karan Kamal Mohta Sudha Mohta
Place: Navi Mumbai DIN: 02138590 DIN: 01418054
Date: 6th September, 2021 Managing Director Director