Kkalpana Plastick Ltd Directors Report.

Dear Shareholders,

Kkalpana Plastick Limited,

Your Directors are pleased to present the 30th Annual Report together with the Audited Statement of

Accounts of Kkalpana Plastick Limited (the Company) for the year ended 31st March 2019.

Financial Performance:

(Rs. In Lacs)

Particulars 2018-19 2017-18
Sales & other Income 47.11 46.43
Profit/ (Loss) before Depreciation , Interest & Tax 10.94 16.79
Less : Depreciation 0.09 0.00
Interest 0.00 0.01
Profit/ (Loss) before Tax 10.85 16.78
Less : Provision for Tax
Current Tax 3.89 4.83
Deferred Tax 0.00 0.00
Tax Expense for earlier years 0.00 0.00
Profit/ (Loss) After Tax 6.96 11.94
Add: Profit brought forward from previous year. 86.92 74.98
Balance Carried to B/S 93.88 86.92

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. Ind AS 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 is applicable from 1st April, 2017 and the financials for Financials Year 2017-18 and 2018-19 have been prepared accordingly.

Dividend :

Due to insufficient profit and paucity of funds of the Company, your Directors do not recommend any

dividend for the financial year 2018-19.

Operations and State of Companys Affairs :

During the year under review, the turnover (comprises mainly other income) of the Company was Rs. 47.11 Lacsas compared to Rs. 46.43 Lacs in the previous year. The profit after tax is Rs. 6.96 lacs as against profit of Rs. 11.94 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 2018-19.

Future Outlook :

The future of your Company is extricably linked to the growth of the Indian Economy and in partial the cable & wire industry. Your Directors feel that the year ahead may bring good fortune to the Company.

Change in nature of Business, if any :

There has been no change in the nature of business of the Company.

Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Material changes and commitments affecting the financial position of the Company :

No material change and commitment 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 the 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 within the limits as approved by the members of Company, vide special resolution, in its Annual General Meeting (hereinafter referred to as "AGM") held on 22.09.2017, pursuant to 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 3and 7 to the financial statement).

Particulars of Contracts or Arrangements made with Related Parties :

In line with the requirements of the Companies Act, 2013 and 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 ordinary course of business and at arms length. Thus, disclosure required under section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable to your Company.

Deposits :

Your Company has not accepted any deposit during the year under review in terms of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 and there were no unpaid deposits with the Company.

Details ofSubsidiary/Joint-Venture/Associate Companies :

None of the company has become or ceased to become the subsidiary, joint venture or associate of your Company during the financial year 2018-19.

Risk Management :

In terms of the 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.

Vigil mechanism/ Whistle Blower Policy :

Pursuant to the requirement of Section 177(9) of the Companies Act, 2013 read with Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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. The vigil mechanism/ whistle blower policy has also been posted 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 2018-19 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 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 employees 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.

Share Capital :

The paid up Equity Share Capital as on 31st March, 2019 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 31st March, 2019, none of the Directors held any shares in the company.

Key Managerial Personnel&Directors : Inductions :

During the year under review, the members approved the appointment of Mr. Samir Kumar Dutta

(DIN: 07824452), as an Independent Director for a period of 5(five) consecutive years w.e.f 5th July, 2018.

Re-appointments :

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Deo Kishan Kalwani (DIN: 03363450), Whole-Time Director of the Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.

Cessations :

During the year under review, due to personal reasons, Mr Bibhakar Jha (DIN: 07208093), Independent Director, resigned from the Board of the Company with effect from 5th July, 2018. The Board appreciates the services rendered by him to the Company.

Declarations by Independent Directors :

The Company has received necessary declarations from each Independent Directors of the Company pursuant to provisions of Section 149(7), confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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.

Your Company has also received necessary declaration from all the directors, as enumerated in section 164(2) and 184(1) of the Companies Act, 2013.

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 Companies Act, 2013 and Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is also available on the Companys website at http://kkalpanaplastick.com/wp-content/uploads/2016/03/FAMILIARIZATION-PROGRAMME-FOR-INDEPENDENT-DIRECTORS.pdf. 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 on the website of the Company at http://kkalpanaplastick.com/draft-appointment-letter/

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. As of 31st March, 2019, the Board had 4 members, 1 of which was executive and 3 were independent directors.

The Companys 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 19(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 the Companies Act, 2013 is available on the website of the Company at http://kkalpanaplastick.com/policy-as-per-companies-act-2013/

We 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 of Independent Directors and the Board, which includes criteria for performance evaluation of the non-executive and executive 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 Boards 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 Boards 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 exercise was carried out for the evaluation of individual Directors (both Executive and Non executive/ Independent Directors), Board Committees and 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 Companys 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.

Observation 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 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 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 andthat such systems were adequate and operating effectively.

Board Meetings :

The Board met five times during the financial year. The dates of the Board Meetings were 29.05.2018, 18.07.2018, 09.08.2018, 14.11.2018 and 11.02.2019. 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. The details of Board Meetings along with Directors attendance are given below:

Name of Director Category

Attendance of Directors

29.05.2018

18.07.2018 09.08.2018

14.11.2018 11.02.2019
Deo Kishan Whole-Time Yes Yes Yes Yes Yes
Kalwani Director
Ananya Dey Non-Executive Yes Yes Yes Yes Yes
Independent Director
Rama Kant Non-Executive Yes Yes Yes Yes Yes
Mishra Independent Director
Bibhakar Non-Executive Yes N.A. N.A. N.A. N.A.
Jha Independent Director
(Resigned
wef
05.07.2018)
Samir Kumar Dutta (appointed wef Non-Executive Independent Director N.A. Yes Yes Yes Yes
05.07.2018)

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 Directors attendance in the Committee

Meetings held during the financial year 2018-19 is given below:

Name of Category

Attendance of Directors

Director
29.05.2018 09.08.2018 14.11.2018 11.02.2019
Rama Kant Non-Executive Independent Yes Yes Yes Yes
Mishra Director; Chairman of the
Committee
Ananya Dey Non-Executive Independent Yes Yes Yes Yes
Director; Member of the
Committee
Deo Kishan Whole-Time Director; Yes Yes Yes Yes
Kalwani Member of the Committee

2. Nomination and Remuneration Committee: The Composition of the Committee and Directors

attendance in the Committee Meetings held during the financial year 2018-19 is given below:

Name of Director Category

Attendance of Directors

28.05.2018 18.07.2018 13.02.2019
Rama Kant Non-Executive Independent Yes Yes Yes
Mishra Director; Chairman of the Committee
Ananya Dey Non-Executive Independent Director; Member of the Committee Yes Yes Yes
Bibhakar Jha (resigned wef 05.07.2018) Non-Executive Independent Director, Member of the Committee Yes N.A. N.A.
Samir Kumar Dutta (appointed wef 05.07.2018) Non-Executive Independent Director, Member of the Committee (w.e.f 5th July 2018 till date) N.A. Yes Yes

3. Stakeholders Relationship Committee: The Composition of the Committee and Directors attendance

in the Committee Meetings held during the financial year 2018-19 is given below:

Name of Director Category

Attendance of Directors

29.05.2018

09.08.2018 13.11.2018

13.02.2019
Ananya Dey Non-Executive Independent Director, Member of the Committee Yes Yes Yes Yes

 

Name of Category

Attendance of Directors

Director
29.05.2018

09.08.2018 13.11.2018

13.02.2019
Deo Kishan Whole-Time Director Yes Yes Yes Yes
Kalwani Member of the Committee
Bibhakar Non-Executive Independent Yes N.A. N.A. N.A.
Jha (Resigned Director, Member of the
wef 05.07.2018) Committee
Samir Non-Executive Independent N.A. Yes Yes Yes
Kumar Dutta (appointed wef 05.07.2018) Director, Member of the Committee (w.e.f 5th July 2018 till date)

Independent Directors Meeting:

During the year under review, the Independent Directors met on 13th February, 2019, inter alia, to: Evaluate performance of Non-Independent Directors and the Board of Directors as a whole; Evaluate performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors; Evaluation of the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All Independent Directors were present at this Meeting.

Auditors and Auditors Report:

The Statutory Auditors of the Company, M/s. B.K. Sharma & Associates, Chartered Accountants, Kolkata (Firm Registration No. 323388E), were appointed as Statutory Auditor of Company, at the Annual General Meeting of the Company held on 22nd September, 2017, for a period of five (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.Pursuant to sections 139 & 141 of the Companies Act, 2013 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 F.Y. 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.

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:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. B.K. Barik & Associates (Membership No. FCS 5696 & COP No. 3897), Practicing Company Secretaries, for conducting secretarial audit of the company 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 2" to this report. The report is self-explanatory and does not call for any further comments.

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 place for consideration by Board members, at their meeting held on 27th 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.

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 marked as "Annexure 3".

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)

Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the

rules framed there under.

The Company has less than 10 women employees and as such no details are required to be furnished in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Your Company is also not required to constitute the Internal Complaints Committee as per the above referred Act.

During the financial year 2018-19, no complaint of sexual harassment has been received by the Company.

Corporate Social Responsibility (CSR)

The provision of section 135(1) of CompaniesAct 2013 i.e. corporate social responsibility is not applicable on your company.Therefore your company has not constituted CSR committee.

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 :

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 Companys operations in future.

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 on the website of the Company at http://kkalpanaplastick.com/policy-as-per-companies-act-2013/.The policies are reviewed periodically by the Board 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 Obligations and Disclosure Requirements) Regulations, 2015, 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 the Listing Agreements with the Stock Exchanges.

It may be noted that Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 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 - 1 and Secretarial

Standard- 2 issued by the Institute of Company Secretaries of India

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 Companies Act, 2013read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

(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 equipments 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

Acknowledgment

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 Companys employees and workers at all level for their enormous personal efforts as well as their collective contribution to the Companys performance.

Registered Office: RegisteredOffice: For and on Behalf of the Board
2B Pretoria Street 2B PretoriaStreet,
Kolkata Kolkata 700 071 700071 Deo Kishan Kalwnai (DIN: 03363450)
th
Date: 27 May, 2019. Whole time Director
Date: 27th May, 2019
Place: Kolkata Rama Kant Mishra (DIN: 06882372)
Director