KKalpana Industries (India) Ltd Directors Report.

Dear Members,

On behalf of the Board of Directors, it is our pleasure to present the 34th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended March 31, 2019.

Summarized Financial Results

( Rs. In Lacs)

Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Net Turnover and other Income 202082.84 177352.37 199479.35 176397.94
Profit before Depreciation, Interest & Tax 11433.63 10702.09 11,764.11 10539.04
Less : Depreciation 1647.35 1725.66 1667.14 1732.91
Interest 5743.98 5526.60 5994.39 5526.62
Profit before Tax 4042.29 3449.83 4102.58 3279.51
Less: Exceptional Item - - - -
Less : Provision for Tax 1480.54 1252.59 1501.24 1252.59
Profit After Tax 2561.75 2197.24 2601.34 2026.91
Add: Profit brought forward from previous year. 18144.26 15947.02 18022.7 15978.32
Non – Controlling Interest 0 0 1.69 17.47
Amount Available for Appropriation 20706.01 18144.26 20625.73 18022.70
Appropriation
Proposed final dividend on Equity Shares (225.78) 0 (225.78) 0
Corporate Dividend Tax (45.96) 0 (45.96) 0
Transfer to General Reserve 0 0 0 0
Surplus carried to Balance Sheet 20434.27 18144.26 20353.98 18022.70

Indian Accounting Standards

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated 16th February, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. IndAS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014. For your Company, Ind AS became applicable from 1st April, 2017 and the financials for Financial Year 2017-18 and 2018-19 have been prepared accordingly.

Industrial Scenario

Your directors feel that your company’s approach in operational areas and particularly in regard to supply chain should be judicious. The year 2019-20 and also 2020-2021 are very challenging, particularly, because world economic scenario will definitely be gloomy and India will also face headwinds in its economy.

Operations and State of Company’s Affairs

During the year under review, your Company achieved total revenue of Rs. 2,020.83 Crores as against total revenue of Rs. 1,773.52 Crores in the previous financial year. The Profit after Tax is Rs. 25.62 Crores as against Rs. 21.97Crores in the previous year.

Future Prospects

Your directors are of the firm view that your company’s Research and Development, which is of a very high standard, will enable your company to make inroads in new markets, both domestic and international.

Dividend

Your directors have pleasure in recommending payment of dividend @ 12% (Rs. 0.24p per equity share of face value Rs. 2/- each) to the equity shareholders of the Company for the Financial Year ended 31st March, 2019. The total outgo will be Rs. 271.74 lacs inclusive of Dividend Distribution Tax.

Transfer of Amount to Investor Education and Protection Fund

Dividend for the financial year ended 31st March, 2012, which remains unpaid or unclaimed for a period of seven years, will be due for transfer to Investor Education and Protection Fund (IEPF) on 03rd November, 2019. Members who have not yet enchased their dividend warrants for the financial year ended 31st March, 2012 or any subsequent financial years, are requested to lodge their claims without any delay. Pursuant to the provisions of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e.27.09.2018), with the Ministry of Corporate Affairs. The related data is available on the Company’s website.

Share Capital

There is no change in the Share Capital of the Company. As on 31st March, 2019, the paid up equity share capital of the company stood at Rs. 1881.46 lacs divided into 94072930 equity shares of face value Rs. 2/- each.

Fixed Deposits

Your Company has not accepted any deposits from public and /or shareholders during the year under review, within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and accordingly as of 31st March, 2019, there were no unpaid fixed deposits with the Company.

Transfer to General Reserve

The Company proposes not to transfer any funds out of its total profit of Rs. 25.62 Crore for the financial year to the General Reserve.

Research and Development

Your Company recognizes that Research & Development plays a vital role in supporting current operations as well as future growth. Your Company has focused its attention on development of Products that have wide industrial applications, particularly in cable, piping, packaging and footwear industries.

Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act, 2013, Dr. Pranab Ranjan Mukherjee (DIN -00240758), Whole Time Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment. The Board, on recommendation of Nomination & Remuneration Committee, at its meeting held on 11th February, 2019, approved the reappointment of Dr. Pranab Ranjan Mukherjee as Whole Time Director for a period of one year w.e.f 01st October, 2019, subject to the approval of the members. Accordingly, approval of the members is sought for reappointment of Dr. Pranab Ranjan Mukherjee at the forthcoming AGM, as observed from Item No. 6 of the Notice convening this Annual General Meeting.

Mrs. Ramya Hariharan (DIN: 06928511) was also appointed as the Additional Director in the category of Independent Director of the Company, w.e.f. 11th February, 2019. She holds office upto the date of ensuing Annual General Meeting and being eligible has offered herself for appointment as an Independent Director. The Board of Directors of your company has sought approval from members in accordance with Item No. 5 of the Notice convening this Annual General Meeting.

Further, Mr. Dev Krishna Surana (DIN: 08357094) was also appointed as Additional Director, w.e.f 11th February, 2019. He holds office upto the date of ensuing Annual General Meeting and being eligible has offered himself for appointment as Director of the Company. The Board, on recommendation of Nomination & Remuneration Committee, at its meeting held on 28th May, 2019, designated Mr. Dev Krishna Surana (DIN: 08357094), as Whole Time Director of the Company, w.e.f. 28th May, 2019, subject to approval of the members at the ensuing Annual General Meeting, upon such terms and conditions as annexed to the Notice convening this Annual General Meeting. The Board of Directors of your company has sought approval from members in accordance with Item No. 7 of the Notice convening this Annual General Meeting.

The disclosures about Directors required pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations (hereinafter referred as "SEBI Listing Regulations") and Clause 1.2.5 of the Secretarial Standard are given in the Notice of AGM, forming part of the Annual Report. Consent for appointment, as required, from respective Directors have been received.

None of the Independent Directors are due for reappointment.

Committees of the Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their respective composition, number of meetings and attendance at the meeting are provided in the Corporate Governance Report, which also forms part of this Annual Report.

Declaration by Independent Directors

All Independent Directors of the Company have given declarations under Section 149(7) of the Act and Regulation 25(8) of SEBI Listing Regulations, 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 terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Code of Conduct for Directors, Senior Management Personnel and Employees

Your Company has adopted a Code of Conduct for its Directors and Senior Management. It also has in place an HR Policy for its employees at all levels. In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all Directors and Senior Management Personnel have affirmed compliance with respective codes. The CEO and Managing Director has also affirmed and certified the same, which certification is provided in the Report on Corporate Governance.

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 Companies Act, 2013 and Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All independent directors inducted into the Board 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 under the head draft letter of appointment on our website (www.kkalpanagroup.com/investor-relations.php)

Board Evaluation

The Board of Directors has devised a policy for performance evaluation, which includes criteria for performance evaluation. It accordingly carries out an annual evaluation of its performance, and the performance of its Committees as well as Individual Directors (both Executive and Non – executive/ Independent Directors). This involves receiving inputs from all Directors.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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, the effectiveness of its processes, information, flow and functioning.

A separate meeting of Independent Directors is held to review the performance of Non-Independent Directors, the performance of the Board of Directors and the performance of Chairman. The Directors evaluation was broadly based on parameters such as, meeting the expectation of stakeholders, guidance and review of corporate strategy/ risks, participation, Director’s contribution to the Board of Directors and Committee meetings, including preparedness on the issues to be discussed as well as meaningful and constructive contribution and inputs during the meeting 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 Chairperson is evaluated on the key aspects of their role, their contribution to ensuing corporate governance, leadership qualities, decision implementation, understanding of market and industry scenario etc. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company’s management and the Board.

Observation of the Board in regard its own performance

In regard to Financial Year ended 31st March, 2019, the Board of Directors of the Company, after an exhaustive discussion on the captioned subject matter, was of the opinion that operationally, the Board, as whole, had issued effective instructions, from time to time, and the same were duly carried out.

However, it asked for certain additional documents to be placed in the Board Meeting for further toning up the operational efficiency of the Company. The Chairman and Managing Director assured that necessary departments will submit the documents, as required, from time to time, for consideration of the Board of Directors of the Company.

As regards Financial Year ended 2018 the Board of Directors of the Company expressed full satisfaction on the performance of the Board as a whole and did not call for any further documents/information for improving the quality of work of the Company.

Policy on Director’s appointment and remuneration

The current policy is to have an appropriate mix of executive and non-executive/ independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of 31st March, 2019, the Board had 8 members, 3 of whom were executive and 5 were non-executive directors. 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 Senior Management Personnel and such other matters as provided under section 178(3) of the Act and 19(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendment thereto.

The policy of the Company on directors’ 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 Companies Act, 2013 is available on the company’s website under the head Policy at www.kkalpanagroup.com/investor-relations.php.

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.

Core Skills of the Board

Your Directors posses adequate skills/ expertise/ competencies in the areas of marketing, research and development, finance and accounts, HR/administration, Legal and Operations for smooth operation of the company.

Board meetings

The Board met Five times during the financial year under review, the details of which are given in the Corporate Governance Report which is annexed and forms a part of this report. The intervening gap between two consecutive Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Directors’ Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, 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 and 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 ; and (f) 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.

Auditors & Audit

The Statutory Auditors of the Company, M/s. B.Mukherjee & Co, Chartered Accountants, Kolkata (Firm Registration No.302096E), were appointed as Statutory Auditors of the Company, at the Annual General Meeting of the Company held on 23rd September, 2017, for a period of 5 consecutive years, subject to ratification by members of the Company at every subsequent Annual General Meeting. However, as per the recent amendment of Section 139 of the Companies Act, 2013, which have been made effective from 07th May, 2018, ratification of the appointment of the auditor is no longer required. Hence the same is not proposed at the ensuing Annual General Meeting. The Statutory Auditors have given a certificate of eligibility and consent that they are eligible and willing to continue as Statutory Auditors of your company for the Financial Year 2019-20.

Further, the Auditors have confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the ‘Peer Review Board’ of ICAI. The Auditors’ Report on the accounts for the year ended 31st March, 2019 does not contain any qualification, adverse remark or observation.

Internal Auditors

The Board of Directors of your Company has re-appointed M/s. DKD & Associates, Chartered Accountants, Kolkata (Firm Registration No.322657E) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2019-2020.

Cost Auditors

Pursuant to section 148 of the Companies Act, 2013 and subject to notification of rules thereunder, the board of directors, on the recommendation of the audit committee, has appointed M/s. D. Sabyasachi &

Co. (Membership N0. 00369), Cost Accountants, Kolkata, as the Cost Auditors of the Company for the financial year 2019-20. M/s. D. Sabyasachi & Co. have confirmed that their appointment is within the prescribed limits and they are free from any disqualifications as provided in section 141 of the Companies Act, 2013.

Secretarial Audit

The Board had appointed Mr. Ashok Kumar Daga (Membership No.-FCS- 2699, C.O.P No. 2948), Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2018-19. The report of the Secretarial Auditors for the Financial Year 2018-19 in Form MR-3 is annexed herewith as Annexure 1 to this report. The report is self-explanatory and does not call for any further comments. The company does not have any material subsidiary company and hence the provisions of Secretarial Audit for material unlisted company, as notified by SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08.02.2019, vide which Regulation 24A of SEBI (listing Obligations and Disclosure Requirements), Regulations, 2015 was amended, is not applicable to your Company.

Annual Secretarial Compliance Audit

SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08.02.2019 introduced that listed companies shall additionally, on an annual basis, require a check by Practicing Company Secretary ("PCS") on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, consequent to which, the PCS shall submit a report to the listed entity. Mr. Ashok Kumar Daga (Membership No.-FCS- 2699, C.O.P No. 2948), Practicing Company Secretary, was appointed by the Board for the said purpose who has since submitted his report to the Board, which was placed for consideration of Board members, at their meeting held on 28th May, 2019 and subsequently submitted to the Stock Exchange as per the requirement of said circular. The Annual Secretarial Compliance Report issued by Mr. Ashok Kumar Daga, (Membership No.-FCS- 2699, C.O.P No. 2948), Practicing Company Secretary for the year ended 31st March, 2019 does not contain any qualification, observation or adverse remark.

Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All applicable policies are available under the head Policy on the Company’s website:www.kkkalpanagroup.com/investor-relations.php. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Corporate Social Responsibility (CSR)

The Company has a Corporate Social Responsibility Committee, constitution of which is detailed in the Corporate Governance Report forming part of this Report. In compliance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted a CSR policy which is available under the head policy at: http://www.kkalpanagroup.com/investor-relations.php. The Annual Report on CSR expenditures for the FY 2018-19 is annexed herewith and forms part of this report and marked as Annexure - 2.

Related party transactions

Your Company has formulated Policy on Related Party Transaction (RPT) which is available on Company’s website www.kkalpanagroup.com. There were no transactions that required disclosure under section 134(3)(h) of the Companies Act,2013, in Form AOC-2, and hence your company has not provided any details of such related party transactions. Further, 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. All Related Party Transactions were entered into by the company in its ordinary course of business and were at an arm’s length.

Subsidiaries/ Joint Ventures / Associate Companies

M/s. Plastic Processors & Exporter Private Limited is a Subsidiary of your Company and M/s Kkalpana Plastick Limited is the Associate company of your company. The financial position of these two companies is given in Form AOC- 1 and forms part of the report marked as ‘Annexure – 3’.

Your company holds 99.99% of equity in the paid up capital of M/s Plastic Processors and Exporter Private Limited and holds 36.23% of equity in the paid up capital of M/s Kkalpana Plastick Limited.

Performance of Subsidiaries, Associates and Joint Venture Companies and their contribution to the overall performance of the Company during the period

Name of the Entity Share in Profit and Loss
PAT (Rs. As a % age of Amount
Particulars
In lacs) Profit or Loss (Rs. In Lacs)
Kkalpana Plastick Limited- Associate Company 6.96 36.23% 2.52
Plastic Processors and Exporter Pvt Ltd - Subsidiary Company 37.06 99.99% 37.06

Change in nature of Business, if any

There has been no change in the nature of business of the Company. Your Company continues to be one of the leading manufacturers of Polymer compound in the Country.

Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report.

Particulars of Loans, Guarantees and Investments

The Company has not given loans, guarantees or made investments exceeding sixty per cent of the aggregate 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, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the financial statement (please refer to Note 8 and 9 to the financial statement).

Risks and Concerns:

Risk factor is ingratiated to all business activities of all companies, though in varying degrees and forms. As far as your company is concerned, it has an approved risk management policy by the Board of Directors. Risk evaluation and its management is ongoing process within your company and is periodically reviewed by the Board of Directors of your company.

The main risks of your company are as under: Business risks

Your company has to face intense competition from unorganized sector pertaining to plastic compounds. Further, the raw material prices remain volatile. It is very difficult to estimate the near future raw material cost. Technology risks Quality up gradation and product obsolation risks are intertwined with your company’s business management. However, the high standard of in-house research and development fortifies the technological risks to some extent.

Financial risks

Currency war is looming on the horizon of global economy. This will make the interest rates of banks rise progressively, a factor which will squeeze rate margin of your company. Moreover, it is feared that obtaining bank finance will also be difficult because nearly all the Public Sector Banks (PSB) are already having large NPAs. Availability of finance will be a crucial factor for your company in the near future, if the financial situations, referred above, do not take a positive turn.

Risk Management Policy

The Board takes responsibility for the overall process of risk management throughout the organization. In terms of requirement of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. The Compay’s business units and corporate functions address risk through an institutionalized approach, aligned to Company’s objective. This is further facilitated by Internal Audit which is reviewed by the Board.

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 the company’s operations:

Disclosure as per Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place Internal Complaints Committee (ICC) which has been setup to redress complaints regarding Sexual Harassment. The following is the summary of Sexual Harassment complaints received and disposed off during the year under review:

No. of Complaints at the beginning of the Financial Year (i.e. 01.04.2018) Nil
No. of Complaints received during the Financial Year (i.e. 2018-19) Nil
No. of Complaints disposed off during the Financial Year (i.e. 2018-19) Nil
No. of pending at the end of the Financial Year (i.e. 31.03.2019) Nil

All employees (permanent, contractual, temporary & trainees) are covered under the captioned Act. Your directors are pleased to state that working atmosphere of your company is very healthy for male and female employees/ workers.

Particulars of Employees

None of the employees, employed during the year, was in receipt of remuneration, in aggregate of Rupees 1,02,00,000 or more per annum for the financial year 2018-19, or Rs. 8,50,000 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 such details have been provided as required under section 197(12) of the Companies Act, 2013 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 4’ Extract of Annual Return

Pursuant to the provisions of section 92(3) and 134(3)(a) of the Companies Act, 2013 (‘the Act’) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is annexed and is marked as ‘Annexure 5’.

Vigil mechanism

Pursuant to the requirement of the Section 177(9) of the Companies Act, 2013, the Company has established vigil mechanism which also incorporates a whistle blower policy in terms of the SEBI Listing Regulations. Protected disclosures can be made by a whistle blower through an e mail or phone or letter to the chairman of Audit Committee.

Internal financial controls

The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. .The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of your Company. The Internal Auditor reviews the Internal Financial Control system periodically.

Green Initiatives in Corporate Governance

Ministry of Corporate Affairs has permitted companies to send electronic copies of Annual Report, notices, etc. to the registered E-mail addresses of shareholders. Your Company has accordingly arranged to send the electronic copies of these documents to shareholders whose email addresses are registered with the Company/ Depository Participant(s), wherever applicable. In case any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request from the shareholder. For members who have not registered their e-mail addresses, physical copies are sent in permitted mode.

Human Resources and Industrial Relations

The Industrial relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of employees to the Company. Your directors wish to place on record the co-operation received from the Staff and Workers, at all levels and at all units.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Your Company has directed its efforts to reduce energy costs by focusing on energy savings through the best optimization of operations on day to day basis. The Company has used fuels in appropriate mix to attain maximum savings. As required under Companies (Accounts) Rules, 2014, the particulars of energy conservation, Technology Absorption and Foreign Exchange Earnings and outgo is given in the prescribed format as an Annexure to the Report and marked as Annexure ‘6’.

Management’s Discussion and Analysis Report

In accordance with Regulation 34 (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 , the Management’s 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 ‘7’.

Corporate Governance

The Company is committed to good corporate governance practices. The report on Corporate Governance for the financial year ended March 31, 2019, as per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report. The requisite Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to this Report and marked as Annexure ‘8’ Compliance with applicable Secretarial Standards

Your company has complied with the applicable provisions of Secretarial Standard-1, Secretarial Standard- 2 and Secretarial Standard-3 issued by the Institute of Company Secretaries of India.

Acknowledgement

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company. Your Directors also wish to place on record their appreciation to all of the Company’s employees and workers at all level for their enormous efforts as well as their collective contribution to the Company’s performance.

For and on behalf of the Board of Directors
Narrindra Suranna
Place: Kolkata (DIN: 00060127)
Date: 28.05.2019 Chairman & Managing Director