TCPL Packaging Ltd Directors Report.


The Members,

Your Directors have pleasure in submitting the Thirty Second Annual Report along with Audited Financial Statement for the Financial Year ended on 31.03.2020.


Your Companys performance during the Financial Year 2019-20 is summarized below:

(Rs in Lakhs)
Particulars Year 2019-20 Year 2018-19
Sales 87026.79 79610.14
% increase over previous year 9.32 17.10
Other Income 2162.00 2103.13
Sales including Other Income 89188.79 81713.27
EBIDTA 12808.56 10572.90
EBIDTA % of Net Sales 14.72 13.28
From which have been deducted:
Interest / Finance Charges 3740.09 2832.44
Leaving a cash profit of 9068.47 7740.46
Depreciation 4839.92 3572.26
Profit Before Tax 4228.55 4168.20
Provision for Tax 1080.00 1145.00
Provision for Deferred Taxation (503.32) 127.89
Profit After Tax 3651.87 2895.31
Other Comprehensive Income (158.78) 5.70
Leaving a balance of 3493.09 2901.00


On account of Covid-19 pandemic, the Company is taking steps to reduce its cash outgo and conserve its resources. Accordingly, a dividend of Rs 4.00 per equity share of Rs 10/- each, has been recommended, which is equivalent to 10% of distributable profit as against adopted dividend policy of 20% for last several years. The dividend recommended is subject to approval of the Members at the ensuing Annual General Meeting of the Company and deduction of tax at source as per provisions of Income Tax Act, 1961, as applicable and shall be accounted in the year 2020-21. Accordingly, the dividend payout would amount to Rs 364.00 Lakhs.


During the year 2019-20, the Sales of your Company has increased to Rs 870.27 crores from Rs 796.10 crores for the previous year ended 2018-19 representing a growth of 9.32 % as against growth of 17.10 % during the previous year 2018-19. Your Company could not produce or despatch its products in last few days of March 2020, because of the lock down imposed on the country due to the outbreak of COVID-19. However, your Directors are pleased to inform that despite this disruption, the EBIDTA margins as a percentage of Sales, has significantly improved to 14.72 % during the year as compared to 13.28 % for the previous year. The overall operations were satisfactory during the year under review and your Directors were confident of crossing a milestone revenue of Rs 900 crores, had it not been for the disruption caused by the COVID-19 lockdown.

The growth of the Indian economy for the major part of 2019-20 financial year has been quite poor, despite this, your Company has been able to add new customers and strengthen its share of business in existing customers, which resulted in a growth of sales as mentioned above. Additionally, the Company has been able to keep a tight control on costs which resulted in a healthy increase in operating margins.

During the year, the Company has increased capacity at its Haridwar unit by investing in a state of the art new 8 colour offset printing machine along with post printing conversion machines and also stabilised operations at its new plant at Goa which was commissioned in March 2019.


The entire world is affected by the outbreak of COVID-19 which originated in China in December 2019 and spread rapidly across the globe leading the Indian Government to impose a series of lockdowns across India from 24th of March 2020. As on date of this report, the state of Maharashtra and indeed its capital city Mumbai is still under lockdown. This is adversely affecting our business prospects and at this stage it is difficult to determine how long this pandemic will take to resolve and by when the economy can be revived to its former state. Your Company is in the business of manufacturing of packaging materials, and a significant part of the business is towards catering to products which are classified as essential goods. Your Directors feel that for such type of goods of mass and day to day consumption, the demand in a country of the size and population of India, shall always exist though the rate of growth may certainly drop significantly. As such your Directors are fairly confident that your Company can manage to meet its commitments and though it is very difficult to project what the likely scenario will be, it is highly probable that the Companys operations will be allowed to continue at a marginally reduced level of operation.

However, there is acute shortage of labour which is bound to affect our operations. Besides, availability of raw materials and transport is also a challenge. Under the circumstances its very difficult for your Directors to give a guidance for future earnings, but your Companys factories are well positioned to cater to any uptake in demand. The management shall endeavour to focus on cutting costs and concentrate on better productivity so as to overcome these uncertain and difficult times.


In accordance with the provisions of Section 152 of the Companies Act 2013 and the Companys Articles of Association, Mr. K K Kanoria and Mr. Saket Kanoria, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The information of Mr. K K Kanoria and Mr. Saket Kanoria as required under Regulation 36(3) of SEBI Listing Regulations is as follows.

Mr. K K Kanoria supervises the day-to-day activities of the Company mainly related to policy decisions and financial matters. He is expert in administration. He is father of Mr. Saket Kanoria, and grandfather of Mr. Rishav Kanoria and Mr. Akshay Kanoria. He does not hold directorship in any listed Company other than your Company and neither does he hold memberships in any committees of the Board and nor does he holds any shares of your Company. Mr. K. K. Kanoria has attended four board meetings out of five board meetings held during the year. Mr. K. K. Kanoria hold directorships in Narmada Fintrade Private Limited, Flixit Animations Private Limited, Samridhi Holding Private Limited and Saubhagya Investors & Dealers Private Limited.

Mr. Saket Kanoria supervises and controls the day-to-day activities of the Company at various factories and offices through the departmental / operational heads. He is expert in Business Development, Administration and Operations. He is son of Mr. K K Kanoria and father of Mr. Rishav Kanoria and Mr. Akshay Kanoria. He does not hold directorship in any listed Company other than your Company. He is member of Corporate Social Responsibility Committee. He holds 41504 shares of your Company. Mr. Saket Kanoria has attended five board meetings out five board meetings held during the year. Mr. Saket Kanoria hold directorships in Accuraform Private Limited, Flixit Animation Private Limited, TCPL Innofilms Private Limited and Indian Flexible Packaging And Folding Carton Manufacturers Association.

The Board recommends their re-appointment for the consideration of the Members of the Company at this Annual General Meeting. During the year under review, the Board of Directors on recommendation of the Nomination and Remuneration Committee appointed Mrs. Deepa Harris as an Independent Director of the Company in accordance with Section 149(4) of the Act, with effect from 02.08.2019 to hold office for a term of 5 (five) consecutive years. The said appointment has been duly ratified by the Members of the Company in the thirty first Annual General Meeting held on 13.09.2019.

Further, the Board of Directors on recommendation of the Nomination and Remuneration Committee re-appointed Mr. S G Nanavati as Executive Director for a period of three years with effect from 01.06.2020, subject to approval of Members, on such terms and conditions including remuneration thereof, the details whereof is annexed to the notice of the meeting. The Company has received requisite notice in writing from a member proposing Mr. S G Nanavatis name for the office of Director. Accordingly, the Board recommends the resolution of re-appointment of Mr. S G Nanavati as Executive Director, for the approval by the members of the Company. Brief profile of Mr. S G Nanavati has been given in the Notice convening the Annual General Meeting

All Independent Directors of the Company have given declarations 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 the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and that their name are registered in the data bank as per Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct.


Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

(a) In the preparation of the annual financial statement, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any:

(b) The directors have 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 year;

(c) The directors have 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 have prepared the annual accounts 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 were 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.


The following persons are the Key Managerial Personnel in terms of Section 203 of the Companies Act, 2013:

Sr. No. Name of the Person Designation
1. Mr. K. K. Kanoria Executive Chairman
2. Mr. Saket Kanoria Managing Director
3. Mr. Akshay Kanoria Executive Director
4. Mr. S. G. Nanavati Executive Director
5. Mr. Vivek Poddar Chief Financial Officer
6. Mr. Harish Anchan Company Secretary


During the year under review 5 (five) meetings of Board of Directors of the Company were held on 30.05.2019, 21.06.2019, 02.08.2019, 12.11.2019 and 05.02.2020. The gap between two meetings did not exceed 120 days.


TCPL Innofilms Private Limited (TIPL), was incorporated on 25.02.2020. Your Company has agreed to subscribe to 99 % shares of TIPL. However due to Covid-19 pandemic, the shares are yet to be subscribed / allotted and TIPL has also not commenced its business as on 31.03.2020.

The Company does not have any associates and joint venture Companies


It has always been the Companys endeavor to operate in a fair and transparent manner with the highest standards of Corporate Governance. The Company complies with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Statutory Auditors confirming the compliance of conditions on Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as annexure to this effect.


Pursuant to the provisions of Section 177 (8) of the Companies Act, 2013, the composition of the Audit Committee is disclosed as under:

Sr. No. Name Position
1. Mr. Atul Sud Chairman - Independent Director
2. Mr. Sudhir Merchant Member - Independent Director
3. Mr. Sunil Talati Member - Independent Director

The Board of Directors of the Company accepted all the recommendations of the Audit Committee during the year. During the year 4 (four) Audit Committee Meetings were held on 30.05.2019, 02.08.2019, 12.11.2019 and 05.02.2020. The gap between two meetings did not exceed 120 days.


Pursuant to the provisions of Section 178(5) of the Companies Act, 2013, the composition of the Stakeholders Relationship Committee is disclosed as under :

Sr. No. Name Position
1 Mr. Sudhir Merchant Chairman - Independent Director
2 Mr. Atul Sud Member - Independent Director
3 Mr. Rabindra Jhunjhunwala Member - Independent Director

During the financial year four meetings of the Stakeholders Relationship Committee were held on 30.05.2019, 02.08.2019, 12.11.2019 and 05.02.2020.


Pursuant to the provisions of Section 178(1) of the Companies Act, 2013, the composition of the Nomination and Remuneration Committee is disclosed as under:

Sr. No. Name Position
1 Mr. Sudhir Merchant Chairman - Independent Director
2 Mr. Atul Sud Member - Independent Director
3 Mr. Sunil Talati Member - Independent Director
4 Mr. Rabindra Jhunjhunwala Member - Independent Director

During the financial year two meeting of the Nomination and Remuneration Committee were held on 30.05.2019 and 02.08.2019.


The CSR Committee of the Company, consists of the following members :-

Sr. No. Name Position
1 Mr. Sudhir Merchant Chairman - Independent Director
2 Mr. Saket Kanoria Member - Managing Director
3 Mr.Rishav Kanoria Member - Non-Executive Director

A policy on the CSR is available at the website of the Company The Company has spent adequately the amount required to be spent on CSR activities during the financial year. The required details of expenditure incurred under CSR Programs, in the prescribed format is annexed to the Directors Report. The meeting of CSR Committee was held on 30.05.2019.


During the Financial Year 2019-20 the Company has not given any loans or provided guarantees as defined under section 186 of the Companies Act, 2013. The Company has subscribed to 9900 shares of Rs 10 each of TCPL Innofilms Private Limited.


All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which might have potential conflict with the interest of the Company at large. The particulars of Contract or arrangement in form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed to this Board Report. All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are placed before the Audit Committee and the Board for review and approval on a quarterly basis. None of the Directors has any pecuniary relationship or transactions vis--vis the Company except remuneration and sitting fees.

A policy on dealing with Related Party Transactions is available on the website of the Company


Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was completed during the year under review.

he performance evaluation of the Chairman and the Non- Independent Directors were carried out by the Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process. The separate meeting of Independent Directors was held on 30.05.2019. The determined criteria for performance evaluation were as follows:

i. Attendance.

ii. Willingness to spend time and effort to know more about the Company and its business.

iii. Contribution towards business development, Management of Affairs of Company, Corporate Governance.

iv. Contribution to developments of various Policies such as Remuneration Policy, Boards Diversity Policy, Related Party Transaction Policy & Vigil Mechanism Policy etc.

v. Sharing of knowledge and experience for the benefit of the Company.

vi. Following up matters whenever they have expressed their opinion

vii. Updated with the latest developments in areas such as corporate governance framework and financial reporting and in the industry and market conditions

viii. Achievement of business plans, labour relation, litigation, attrition level of employees, compensation policy, vigil mechanism, establishment and implementation of internal control system etc.

The familiarizing programme for the independent directors of the Company, regarding their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. was duly conducted. The details of familiarization programme is disclosed on the website of the Company


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


The Company has adopted a Nomination & Remuneration Policy which inter-alia includes Companys policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors. The Policy broadly lays down the guiding principles, philosophy and basis for payment of remuneration to Executive and Non-Executive Directors, key managerial personnel, senior management and other employees. The Nomination & Remuneration Policy of the Company has been posted on the website of the Company is


The Company has a Vigil Mechanism Policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics Policy. This mechanism provides adequate safeguards against victimization of directors/employees to deal within stance of fraud and mismanagement, if any.

The Vigil Mechanism Policy inter alia provides a direct access to the complainant to the Chairman of the Audit Committee of the Company.

The Vigil Mechanism Policy of the Company is also posted on the Companys website


The Company being a manufacturer of the packaging material is always exposed to the general risks such as government regulations and policies, statutory compliances and economy related risks as well as market related risks. The Company from time to time identifies such risks and has put in its place appropriate measures for mitigating such risks. The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks.


The business responsibility report describing the initiatives taken by the Company from an environmental, social and governance perspective is annexed and forms an integral part of this Report.


The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year 2019-20:

a) No of complaints received: Nil

b) No of complaints disposed of: N.A.


The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Act, is annexed which forms an integral part of this Report and is also available on the Companys website viz.


During the Financial Year 2019-20, there are no significant and material orders passed by the Regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.


There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their report on Financial Statements for the Financial Year 2019-20.

The Secretarial Audit Report for Financial year 2019-20 forms part of Annual Report as Annexure to the Boards Report.

Remark: Non appointment of Women Director and Composition of Board Response : Regulation 17 (1) (a) of Listing Regulations mandates that board of directors shall have an optimum combination of executive and non-executive directors with at least one-woman director and not less than fifty per cent of the board of directors to comprise of non-executive directors. Mrs. Sonal Agarwal whose first tenure as Independent Director expired on 31.03.2019 did not opt for re-appointment, it resulted into non composition of board as well as appointment of woman director for the period from 01.07.2019 to 01.08.2019. However, with appointment of Mrs. Deepa Harris on the Board as Independent Woman Director with effect from 02.08.2019, the Company is fully compliant with provisions of Regulation 17 (1) (a) of Listing Regulations. Apart from this observation, there are no reservations, adverse remarks and disclaimers of the Secretarial Auditors in the Secretarial Audit Report for the Financial Year 2019-20.


The Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made thereunder.


As on 31.03.2020, the authorised share capital of the Company is 10.00 crores divided into 1,00,00,000 equity shares of Rs 10/- each and the paid-up equity share capital is 9.10 crores comprising of 91,00,000 equity shares of Rs 10 each fully paid up.


As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31.03.2020 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as the Act) read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgements relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended 31.03.2020. The Notes to the Financial Statements forms an integral part of this Report.


The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) is provided in a separate section and forms an integral part of this Report.


There are 1863 employees on the Companys payroll as on 31.03.2020.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the top ten employees in terms of remuneration drawn and employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in the Annual Report, which forms part of this Report.

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all the units and management development programs to upgrade skills of manager. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.



Steps taken or impact on conservation of energy:

The Company is making continuous efforts on ongoing basis for energy conservation by adopting innovative measures to reduce wastage and optimize consumption. Some of the specific measures undertaken by the Company in this direction at its units located at Silvassa, Haridwar, Goa and Guwahati are as under:

1. Installation of Energy efficient compressor with heat recovery having lower specific energy consumption for generation of compressed air.

2. Installation of Energy efficient fans in humidification plants.

3. Installation of LED Lights.

4. Replacement of inefficient motors by efficient motors.

5. Installation of Waste Heat Recovery system in Compressors.

6. Use of motion sensors in Lighting.

7. Installation of humidity controller in humidification plants.

8. Installation of energy efficient ceiling fans.

9. DC to AC motor conversion.

10. Modification of humidification plant

11. Installation of Intelligent Flow Control System and segregation of compressor for high pressure.

12. Installation of Harmonic Filter to reduce the harmonics and make electrical supply healthy.

13. Installation of Solar Street lights and day lights.

These measures have led to power saving, reduced maintenance time and cost, improved hygienic condition and consistency in quality and improved productivity.


The efforts made towards technology absorption are installation of automatic speed control device for stenter machine which measures the actual temperature inside the chamber of the machine and according to the dual time required as per pre-set values controls, increases/ decreases the speed of the machine. This helps in increasing the productivity of the machine.


Foreign Exchange Earned Rs 14,642.01 Lakhs

Foreign Exchange Outgo Rs 1,055.54 Lakhs


Your Company remains committed to improve the effectiveness of internal financial controls and processes which would help in efficient conduct of its business operations, ensure security to its assets and timely preparation of reliable financial information. The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors. The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly.

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Statutory Auditors and the Internal Auditors are inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any. There are no observations of the Statutory and Internal Auditors.


M/s. Singhi & Co., Chartered Accountants, Firm Registration No. 302049E were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 29th Annual General Meeting (AGM) of the Members held on 09.08.2017, until the conclusion of the 34th Annual General Meeting of the Company, on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. Their appointment was subject to ratification by the Members at every subsequent AGM held after the AGM held on 09.08.2017. Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from 07.05.2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the statute. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.

There is no audit qualification, reservation or adverse remark for the year under review. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder


M/s Makarand Joshi & Co, Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the financial year 2019-20, as required under Section 204 of the Companies Act, 2013 and rules made thereunder.

The Secretarial Audit Report for Financial year 2019-20 forms part of Annual Report as Annexure to the Boards Report. The auditors have referred to certain routine matters in their reports and your directors has taken initiative to resolve the matter and therefore, do not call for any further clarification During the year 2019-20, the Company has also complied with the Secretarial Standards as amended and applicable to the Company.


The provisions relating to maintaining of cost record and conducting Cost Audit are not applicable to the Company.


Your Directors take this opportunity to place on record their warm appreciation for the valuable contribution, untiring efforts and spirit of dedication demonstrated by the employees and officers at all levels, in the sure and steady progress of the Company. Your Directors wish to record their appreciation to the bankers namely Bank of Baroda (earlier Dena Bank), Axis Bank, ICICI Bank, Citi Bank, RBL Bank and DBS Bank for their continued support and timely assistance in providing working capital and long-term fund requirements.

For and on Behalf of the Board of Directors
Place: Mumbai K.K. Kanoria
Date: 12.06.2020 Chairman