Dear Members,
Your Directors have pleasure in presenting the 11th Annual Report of the
Board on the performance of the Company and the Standalone Audited Financial Statements of
the Company for the financial year ended March 31, 2024 together with the Auditors
Reports thereon.
1. Financial Results
The summarized financial results for the financial year ending March 31, 2024, are
highlighted as under:
(in Lakhs)
Particulars |
Year ended 31st March, 2024 |
Year ended 31st March, 2023 |
Total Income |
2,475.84 |
2,071.30 |
Less: Total Expenses excluding Depreciation |
2,306.33 |
1,918.03 |
Profit/(Loss) before Depreciation, Exceptional Item and Tax |
169.51 |
153.27 |
Less: Depreciation |
34.79 |
22.60 |
Profit/ (Loss) before Tax and Exceptional Item |
134.72 |
130.67 |
Less: Exceptional Item |
0 |
0 |
Less: Extraordinary Item |
0 |
3.05 |
Less: Tax Expenses |
34.51 |
27.21 |
Profit/(Loss) after tax |
100.22 |
100.41 |
2. Brief description of the Companys working during the year/ State of
Companys affairs and Operational Results
Kahan Packaging Limited, is manufacturing polymer based woven products in its state of
the art manufacturing set up in Mumbai. With an immense expertise in the field of polymer
industry, Kahan Packaging manufactures and supply woven sacks while ensuring the safety of
your product from damage or spillage.
Company came with an IPO dated 6th September, 2023. Company got listing
approval of Equity Shares on September 14, 2023 for listing on SME Platform with effect
from September 15, 2023.
The Company has performed well in the year 2023-24. The total income of the Company for
the year 2023-24 increased to 2,475.84 Lakhs from 2,071.30 Lakhs in previous year
registering a growth of 19.53%. Further, the Profit after tax for the year 2023-24 was to
100.22 Lakhs as compared to Profit after tax of 100.42 Lakhs in previous year, registering
a decline of -0.18%.
The Management is continuously working on increasing the revenue and to give better
results in coming years by introducing new technologically advanced products at
competitive rates, using IT system, hiring and training sales team, adding new customers
by venturing into new market and area and also do better inventory management.
3. Transfer to reserves:
For the financial year ended 31st March, 2024, the Company earned net profit
(after tax) of 100.22 Lakhs and added to surplus in statement of Profit & Loss.
During the year under review, the Company received Securities Premium of 504.00 Lakhs
and the company reduced the issue expenses amounting 122.08 Lakhs from Securities Premium
Reserves.
The Companys reserves & surplus including Securities Premium is 601.47 Lakhs
as compared to 119.33 Lakhs in the corresponding previous year.
4. Dividend
Your Directors have not recommended any dividend on equity shares for the year under
review.
5. Share Capital
The paid up share capital of the Company is 2,72,00,000/- ( Two Crore Seventy-Two Lakhs
only) as on March 31, 2024.
The authorised share capital of company is 5,00,00,000 (Five Crore) divided into
50,00,000 Equity Shares of 10/- each.
Note: - At the Extra-Ordinary General Meeting of the Company held on 23rd
April, 2023 members approved increase in Authorised Capital from 2,00,00,000 ( Two Crores
Only) to 5,00,00,000 ( Five Crores Only).
The Company has done Rights Issue for 10,00,000 Shares at 10 each. The same has been
allotted dated 15th June, 2023.
The Company has raised 7,20,000 Equity Shares of 10 each at a premium of 70 per share
of via public issue dated 6th September, 2023. The same has been allotted dated
13th September, 2023.
The Company has not issued shares with differential voting rights nor has issued any
Sweat Equity. As on March 31, 2024, none of the Directors of the Company hold any
convertible instruments of the Company.
6. Transfer of Unclaimed Dividend to Investor Education and Protection Fund
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
7. Material changes and commitments affecting financial position of the company,
occurred between the end of financial year and the date of report
Except as disclosed elsewhere in this report, no material changes and commitments have
occurred between the end of the financial year of the Company and date of this report
which can affect the financial position of the Company.
8. Details of significant and material orders passed by the regulators or courts
or tribunals impacting the going concern status and companys operations in future
There have not been any material orders passed by any regulators or courts or tribunals
impacting the going concern status of the Company and Company's operations in future.
9. Details of companies which have become or ceased to be its subsidiaries,
joint ventures or associate companies during the year
During the year under review no Company has become Subsidiary/ Joint venture/ Associate
of the Company. And no company has been ceased to be Subsidiary/ Joint venture/ Associate
of the Company during the Year.
10. Performance and financial position of each of the subsidiaries, associates and
joint venture companies included in the consolidated financial statement
There are no Subsidiary, Joint venture and Associates of the Company.
11. Annual Return:
Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1)
of the Companies (Management and Administration) Rules, 2014, the Annual Return is placed
on website of the Company and which shall be treated as part of this Report. The link of
the Annual Report is as follows: https://kpackltd.com/index.php/frr/
12. Dematerialization of Shares
All the Equity Shares of the Company are in dematerialized form with either of the
depositories viz. NSDL and CDSL. The ISIN allotted is INE04T901017.
13. Change in Nature of Business
There has been no change in the nature of business carried out by the Company during
the year.
14. Management Discussion & Analysis Reports
The Management Discussion and Analysis of financial condition, including the results of
operations of the Company for the year under review as required under Regulation 34(2)(e)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
provided as a separate section forming part of the Annual Report.
15. Finance
Cash and Bank Balance as at March 31, 2024 was 34.63 Lakhs. The Company continues to
focus on judicious management of its working capital, receivables, inventories and other
working capital parameters were kept under strict check through continuous monitoring.
16. Deposits
There was no deposit accepted by the Company within the meaning of Section 73 and 76 of
the Companies Act, 2013 and Rules made thereunder at the beginning of the year. The
Company has not invited or accepted deposit during the year and there was no deposit which
remained un-paid or unclaimed at the end of the year.
17. Particulars of Loans, Guarantees or Investments under section 186
The particulars of loans, guarantees and investments have been disclosed in the
financial statements.
18. Internal Control Systems and their Adequacy
Adequate internal controls, systems and checks are in places, which commensurate with
the size of the Company and the nature of its business. The Management exercises financial
control on the operations through a well-defined budget monitoring process and other
standard operating procedures. In addition to the above, the Audit Committee and the Board
specifically reviews the Internal Control and Financial Reporting process prevalent in the
Company. On a yearical basis, the Board also engages the services of professional experts
in the said field in order to ensure that the financial controls and systems are in
places. The Management also improvise the various Standard Operating Process (SoP) based
on findings of Internal Auditors as well review of SoPs by the Management.
19. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The details of conservation of energy, technology absorption and foreign exchange
earnings and outgo as required under the provisions of section 134(3)(m) of Companies Act,
2013 read with rule 8 (3) of Companies (Accounts) Rules, 2014 are as follows:
(A) Conservation Of Energy
i. The steps taken or impact on conservation of energy |
NA |
ii. The steps taken by the company for utilizing alternate sources of
Energy |
NA |
iii. The capital investment on energy conservation equipment |
NA |
(B) Technology Absorption |
|
i. The efforts made towards technology absorption |
NA |
ii. The benefits derived like product improvement, cost reduction,
product development or import substitution |
NA |
iii. In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year) |
NA |
a) The details of technology imported |
NA |
b) The year of import |
NA |
c) Whether the technology been fully absorbed |
NA |
iv. The expenditure incurred on research and development |
NA |
(C) Foreign Exchange Earnings Or Outgo In Foreign Exchange During
The Year |
|
i. The foreign exchange earned in terms of actual inflows during the year |
NIL |
ii. The foreign exchange outgo during the year in terms of actual outflow |
NIL |
20. Directors and Key Managerial Personnel
As on the date of this Report, your Company has 7 (Seven) Directors consisting of 2
(Two) Independent Directors, 4 (Four) Executive Directors and 1 (One) Non-Executive
Directors, out of which 2 directors are Women Director.
In accordance with the provisions of Section 152 of the Companies Act, 2013, read with
the applicable Rules thereto and the Articles of Association of the Company, Mr. Rohit
Jitendra Dholakia (DIN:05302050) and Mrs Purvi Prashant Dholakia (DIN:05302029) retire by
rotation at the ensuing Annual General Meeting and, being eligible, offers themselves for
re- appointment. The Board recommends to the Members their re-appointment as Director of
the Company.
Mr. Jainam Prashant Dholakia, (DIN 10343866), who was appointed as an Additional
Director of the Company in terms of Section 161 of the Act by the Board of Directors with
effect from 18th October, 2023. Your Directors propose his appointment as
Director of the Company.
Mrs. Purvi Prashant Dholakia (PAN: AESPD0487Q) has resigned Chief Financial Officer
(CFO) of the Company and Mr. Jainam Prashant Dholakia, (PAN: CNVPD4418H), was appointed as
Chief Financial Officer (CFO) of the Company in terms of Section 203 of the Companies Act,
2013 with effect from 18th October, 2023.
Brief profile of the Director proposed to be re-appointed at the 11th AGM,
relevant information as stipulated under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial Standards- 2 have been provided in
Annexure II to the Notice convening 11th AGM.
As on March 31, 2024 following were the Directors and Key Managerial Personnel in the
Company:
1. Mr. Prashant Jitendra Dholakia (DIN: 06428389) Chairman & Managing Director- Key
Managerial Personnel (appointed w.e.f. 17th June, 2023)
2. Mr. Rohit Jitendra Dholakia (DIN: 05302050), Whole-Time Director (appointed w.e.f.
17th June, 2023)
3. Mrs. Purvi Prashant Dholakia (DIN: 05302029), Whole-Time Director (appointed w.e.f.
17th June, 2023)
4. Mrs. Purvi Prashant Dholakia (PAN: AESPD0487Q) appointed as Chief Financial Officer
w.e.f 17th June, 2023 and resigned w.e.f 18th October, 2023.
5. Mrs. Jagruti Rohit Dholakia (DIN: 05302006), Non-Executive Director (appointed
w.e.f. 17th June, 2023)
6. Mr. Jainam Prashant Dholakia (DIN: 10343866), Additional Director & CFO- Key
Managerial Personnel (appointed w.e.f. 18th October, 2023)
7. Mr. Tushar Rameshchandra Shah (DIN: 10200280), Independent Director (appointed
w.e.f. 17th June, 2023)
8. Mr. Naman Haresh Patel (DIN: 10200283), Independent Director (appointed w.e.f. 17th
June, 2023)
9. Mr. Mithun Patel (Membership No. A43753), Company Secretary & Compliance Officer
- Key Managerial Personnel. (appointed w.e.f. 17th June, 2023) He resigned
w.e.f. 10th August, 2024. 10.Ms. Pooja Burad (Membership No. A71849) has been
appointed as Company Secretary and Compliance Officer of the Company w.e.f. 23rd
August, 2024.
Other than above there was no change in Directors or Key Managerial Personnel by way of
appointment, resignation, death or cessation.
21. Declaration by an Independent Director(s)
All the Independent Directors have given declaration of Independence, as required
pursuant to Section 149 (7) of the Companies Act, 2013, stating 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, there has been no change in the circumstances affecting their status as
Independent Directors of the Company and that they are not disqualified to become
Independent Directors under the Act. In the opinion of the Board of Directors, all the
Independent Directors fulfil the criteria of independence as provided under the Act and
that they are independent of the Management.
22. Board Evaluation
The Board evaluation process is carried through a structured questionnaire which was
prepared after taking into consideration inputs received from the Directors, setting out
parameters of evaluation; the questionnaire for evaluation are to be filled in,
consolidated and then evaluation was carried out. Pursuant to the provisions of Section
178 of the Companies Act, 2013 and terms of reference of Nomination and Remuneration
Committee, the Committee had decided that performance of the Board, Committee and all the
Directors, excluding Independent Directors, would be carried by Independent Directors and
performance evaluation of Independent Directors would be carried by the Board of Directors
once in year. In accordance with the criteria suggested by the Nomination and Remuneration
Committee, the performance of each Independent Director was evaluated by the entire Board
of Directors in its meeting held on (date) (wherein the Director getting evaluated was
absent) on various parameters like engagement, leadership, analysis, decision making,
communication, governance, interest of stakeholders, etc. The Board was of the unanimous
view that every Independent Director was a reputed person and brought their rich
experience to the deliberations of the Board and suggesting new system and process to
improve performance of the Company.
The performance of all the Non-Independent Directors was evaluated by the Independent
Directors at their separate meeting held on December 23, 2023. The various criteria
considered for the purpose of evaluation included leadership, engagement, transparency,
analysis, decision making, functional knowledge, governance, stakeholders, etc.
Independent Directors were of the unanimous view that all the Non-Independent Directors
were having good business and leadership skills. The Independent
Directors also reviewed and discussed the performance of the Board as whole and flow of
information from Management to the Directors. They were satisfied with the performance of
the Board as a whole. Further, they have also evaluated the performance of the Chairman of
the Company on various aspects such as Meeting dynamics, Leadership (business and people),
Governance and Communication, etc. and expressed their satisfaction over the same.
23. Meetings of the Board
The Board of Directors met 23 times during the financial year 2023-24. The intervening
gap between any two meetings was not more than 120 days as prescribed by the Companies
Act, 2013. Details of date of Board meeting held during the year and attendance of
Directors are given in table below:
Sr. No |
Date of Board Meeting |
Total Number of directors associated as on the date of
meeting |
Number of directors attended |
1 |
01 April 2023 |
4 |
4 |
2 |
16 May 2023 |
4 |
4 |
3 |
01 June 2023 |
4 |
4 |
4 |
12 June 2023 |
4 |
4 |
5 |
13 June 2023 |
4 |
4 |
6 |
15 June 2023 |
4 |
4 |
7 |
17 June 2023 |
6 |
6 |
8 |
20 June 2023 |
6 |
6 |
9 |
30 June 2023 |
6 |
6 |
10 |
18 July 2023 |
6 |
6 |
11 |
05 August 2023 |
6 |
6 |
12 |
10 August 2023 |
6 |
6 |
13 |
31 August 2023 |
6 |
6 |
14 |
07 September 2023 |
6 |
6 |
15 |
13 September 2023 |
6 |
6 |
16 |
15 September 2023 |
6 |
6 |
17 |
05 October 2023 |
6 |
6 |
18 |
18 October 2023 |
7 |
7 |
19 |
20 October 2023 |
7 |
7 |
20 |
10 November 2023 |
7 |
7 |
21 |
23 November 2023 |
7 |
7 |
22 |
23 December 2023 |
7 |
7 |
23 |
28 March 2024 |
7 |
7 |
Details of the Board of Directors and Attendance Record of Directors during the
financial year ended March 31, 2024 is as under:
Name of the Director |
DIN |
Board Held |
Meetings |
Board attended |
Meetings |
Prashant Jitendra Dholakia |
06428389 |
23 |
|
23 |
|
Rohit Jitendra Dholakia |
05302050 |
23 |
|
23 |
|
Purvi Prashant Dholakia |
05302029 |
23 |
|
23 |
|
Jagruti Rohit Dholakia |
05302006 |
23 |
|
23 |
|
Naman Haresh Patel |
10200283 |
17 |
|
17 |
|
Tushar Rameshchandra Shah |
10200280 |
17 |
|
17 |
|
Jainam Prashant Dholakia |
10343866 |
6 |
|
6 |
|
The intervening gap between the meetings was within the year prescribed under the
Companies Act, 2013.
Separate meeting of Independent Directors, pursuant to Section 149 (7) read with
Schedule VI of the Companies Act, 2013 was held on 23rd December, 2023.
24. Details of Committees of the Board
Currently the Board has 3 Committees: The Audit Committee, Nomination &
Remuneration Committee and Stakeholders Relationship Committee. The Composition of
various Committees and other details are as follows:
A. Audit Committee:
The Board has an Audit Committee in conformity with the provisions of Section 177 of
the Companies Act, 2013. As on March 31, 2024, the Audit Committee comprised of two
Independent Directors namely, Mr. Tushar Rameshchandra Shah (DIN: 10200280), Mr. Naman
Haresh Patel (DIN: 10200283) and one Managing Director, Mr. Prashant Jitendra Dholakia
(DIN: 06428389), where Tushar Rameshchandra Shah (DIN: 10200280) acted as the Chairman of
the Committee. Further, Mr. Mithun Patel, Company Secretary and Compliance Officer of the
Company, acted as Secretary of the Committee.
All the Members of the Audit Committee are financially literate and have accounting or
related financial management expertise as required under the Companies Act, 2013. All the
major steps impacting the financials of the Company are undertaken only after the
consultation of the Audit Committee. During the year under review, the Board of Directors
of the Company had accepted all the recommendations of the Audit Committee.
The details of number of Committee Meetings held during the year 2023-24 and attendance
of Members of the Committee are given in table below:
Name of Committee Members |
18.10.2023 |
10.11.2023 |
28.03.2024 |
Tushar Rameshchandra Shah |
Yes |
Yes |
Yes |
Naman Haresh Patel |
Yes |
Yes |
Yes |
Prashant Jitendra Dholakia |
Yes |
Yes |
Yes |
B. Nomination & Remuneration Committee:
The Board has Nomination & Remuneration Committee in conformity with the provisions
of Section 178 of the Companies Act, 2013. As on March 31, 2024, the Nomination and
Remuneration Committee was comprised of two Independent Directors namely, Mr. Tushar
Rameshchandra Shah (DIN: 10200280), Mr. Naman Haresh Patel (DIN: 10200283) and
Non-Executive Director Mrs. Jagruti Rohit Dholakia (DIN: 05302006), where Mr. Tushar
Rameshchandra Shah (DIN: 10200280) acted as the Chairman of the Committee. Further, Mr.
Mithun Patel, Company Secretary and Compliance Officer of the Company, acted as Secretary
of the Committee.
The appointment of the Directors and Key Managerial Personnel is recommended by the
Nomination
& Remuneration Committee to the Board. Your Company has devised the Nomination and
Remuneration Policy for the appointment of Directors and Key Managerial Personnel (KMPs)
of the Company who have ability to lead the Company towards achieving sustainable
development. The said Policy also covers the matters related to the remuneration of
Directors, Key Managerial Personnel and Senior Managerial Personnel.
The Nomination and Remuneration Policy may be accessed on the Companys website at
the link: https://kpackltd.com/index.php/investor.
The Details of remuneration paid to the Directors are given in form MGT-7 and also in
annexures to the Boards Report. Only one meeting of the Nomination &
Remuneration Committee held during the year 2023-24 on August 18, 2023 which was attended
by all the Committee Members.
C. Stakeholders Relationship Committee:
The Company has always valued its investors and stakeholders. In order to ensure the
proper and speedy redressal of shareholders/investors complaints, the
Stakeholders Relationship Committee was constituted. The role of the Committee is to
consider and resolve security holders complaint and to attend all the
investors request. The constitution and terms of reference of the Stakeholders
Relationship Committee is in conformity with the provisions of Section 178(5) of the
Companies Act, 2013.
As on March 31, 2024, the Stakeholders Relationship Committee was comprised of
Mr. Tushar Rameshchandra Shah (DIN: 10200280), Mr. Prashant Jitendra Dholakia (DIN:
06428389) and Mrs. Purvi Prashant Dholakia (DIN: 05302029), where Mr. Tushar Rameshchandra
Shah (DIN: 10200280) acted as the Chairman of the Committee. Only one meeting of the
Nomination & Remuneration Committee held during the year 2023-24 on November 10, 2023.
25. Directors Responsibility Statement as Required Under Section 134(3)(C) of the
Companies Act, 2013
The Directors state that: -
a. in the preparation of the annual accounts for the financial year ended on March 31,
2024, the applicable accounting standards have been followed along with proper explanation
by way of notes to accounts relating to material departures; b. the selected accounting
policies were applied consistently and the judgments and estimates made by them are
reasonable and prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year on 31st March, 2024 and of the profit
of the Company for that year; c. proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; d. the annual accounts have been prepared on a
going concern basis. e. the Directors had laid down internal financial controls to be
followed by the Company and that such internal controls are adequate and were operating
effectively during the financial year ended 31st March, 2024; 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 during the
financial year ended 31st March, 2024.
26. Related Party Contracts or Arrangements
All related party transactions that were entered into during the financial year were on
arms length basis and were in the ordinary course of the business.
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 as Annexure A. The Company do not have any
holding or subsidiary company hence disclosure under point A of Schedule V of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is not applicable.
The details of transactions entered into with related parties, as per Accounting
Standards, are disclosed in the Financial Statement.
The Policy on Related Party Transactions has been published on the Companys
website (www.kpackltd.com) under the "Investor" section.
27. Code of Conduct
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the company. The Company believes in "Zero Tolerance" against bribery,
corruption and unethical dealings/ behaviours of any form and the Board has laid down the
directives to counter such acts. The Code has been posted on the Companys website
www.kpackltd.com.
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and
in dealing with stakeholders.
28. Vigil Mechanism/ Whistle Blower Policy
The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal with
instance of fraud and mismanagement, if any. Whistle Blower Policy is available on the
Companys website. The Policy on vigil mechanism may be accessed on the
Companys website at the link: https://kpackltd.com/index.php/investor/.
29. Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance beyond threshold limit mentioned in the policy
for dealing in the Companys shares and prohibits the purchase or sale of Company
shares by the Directors and the designated employees while in possession of unpublished
price sensitive information in relation to the Company and during the year when the
Trading Window is closed. The Company Secretary is responsible for implementation of the
Code. All Board Directors and the designated employees have confirmed compliance with the
Code.
30. Audit Committee
The details pertaining to composition of Audit Committee are included in Corporate
Governance Report, which forms part of this Annual report.
31. Nomination and Remuneration Policy
The Companys policy on Directors appointment and remuneration and other matters
provided in Section 178(3) of the Act has been disclosed in Corporate Governance Report,
which forms part of Annual Report. The Nomination and Remuneration Policy of the Company
is also posted on the website of the Company under Investors Relation Section.
32. Statutory Auditors and Statutory Audit Report
At the Annual General Meeting of the Company held on 31st December, 2020,
M/s. Dhanesh Amritlal & Associates, Chartered Accountants (Firm Registration No.
142800W), were appointed as Statutory Auditors of the Company to hold office till the
conclusion of the Annual General Meeting to be held for the financial year 2024-25.
In terms of the proviso to Section 139, 142 and other applicable provisions of the
Companies Act, 2013, and rules made thereunder, including any statutory enactment or
modification thereof, the Company hereby M/s. Dhanesh Amritlal & Associates,
Chartered Accountants bearing ICAI firm registration number 142800W, the Statutory
Auditors of the Company to hold office until the conclusion of the Annual General Meeting
of the Company to be held for the financial year 2024-25 on such remuneration as
may be determined by the Board of Directors. Accordingly, M/s. Dhanesh Amritlal &
Associates will continue as Statutory Auditor of the Company till the financial year 2024-25.
The Auditors Report and annexure to the Auditors Report are
self-explanatory and does not contain any observation/ qualification therefore, no
explanations need to be provided for in this report.
33. Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the requirement to
take the Secretarial Audit Report from the Peer Reviewed Practicing Company Secretary, the
Company has appointed Zankhana Karan Bhansali, Proprietor of M/s Zankhana Bhansali &
Associates, Company Secretary in Practice (COP 10513 & PR No.1625) to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit in form MR-3 is
annexed herewith as Annexure B to this Report and there are certain
qualifications, management explanation of which is given in the report.
34. Internal Auditors
Mr. Shrikant Sawane resigned as Internal Auditor of the Company w.e.f. 26th
March, 2024. Pursuant to the provisions of Section 138 of Companies Act, 2013 read with
Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of
the Companies Act, 2013 M/s. Sunil S Gokhale and Associates, Chartered Accountants were
appointed as Internal Auditors of Company w.e.f. 28th March, 2024.
35. Cost Auditors
Provisions for Cost Auditor are not applicable to your company.
36. Listing
The Equity Shares of the Company are listed on SME Platform of BSE Limited. The Company
has made payment of Annual Listing Fees and other compliance fees.
37. Statutory Disclosures
None of the Directors of the Company are disqualified as per provisions of Section
164(2) of the Companies Act, 2013.
Your Directors have made necessary disclosures, as required under various provisions of
the Companies Act, 2013 and Listing regulations.
38. Risk Management
Your Company has a well-defined Risk Management System in place, as a part of its good
Corporate Governance practices. All the risks are identified at various levels and
suitable mitigation measures are thereafter adopted. These are subjected to a quarterly
review by the Audit Committee as well as the Board. Accordingly, management of risk has
always been an integral part of the Companys Strategy of Organisation
and straddles its planning, execution and reporting processes and systems. Backed by
strong internal control systems, the current Risk Management Framework consists of the
following key elements:
The Risk management policy of the Company clearly lays down the roles and
responsibilities of the entity in relation to risk management covering a range of
responsibilities, from the strategic to the operational. These role definitions,
inter-alia, provides the foundation for your Companys Risk Management Policy and
Framework that is endorsed by the Board and is aimed at ensuring formulation of
appropriate risk management procedures, their effective implementation across your Company
and independent monitoring and reporting by Internal Auditors.
Appropriate structures are in place to proactively monitor and manage the inherent
risks in businesses with unique / relatively high risk profiles.
The Audit Committee of the Board Reviews Internal Audit findings and provides strategic
guidance on internal controls. The Audit Committee closely monitors the internal control
environment within your Company including implementation of the action plans emerging out
of internal audit findings.
The Company has appointed Internal Auditors and Secretarial Auditors to comply with the
various provisions and compliances under applicable laws.
39. Particulars of Employees
The information required to be disclosed with respect to the remuneration of Directors
and KMPs in the Boards Report pursuant to Section 197 of the Companies Act, 2013,
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
The names of top ten employees of the Company in terms of remuneration drawn for the
financial year 2023-24, as required pursuant to Section 197 of the Companies Act, 2013,
read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
Both are appended as Annexure C of the Boards Report.
40. Corporate Governance
Your Company is committed to maintain the highest standards of corporate governance. We
believe sound corporate governance is critical to enhance and retain investor trust. We
have implemented best corporate governance practices in the Company to enhance long-term
shareholder value and respect minority rights in all our business decisions. Being listed
on SME Exchange of BSE Ltd., as per Regulation 15 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Corporate Governance provisions contained
in the said Regulations are not applicable to your Company hence your Company is not
required to give report on Corporate Governance. Even though the provisions of Corporate
Governance are not applicable to the Company, the Company in words and spirit follows the
most of the provisions of Corporate Governance.
41. Committee and Policy under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Company has constituted Internal Complaints Committee under and as per the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During
the year under review, no instance of complaint or report under the said Act was
registered in any of the units of the Company.
42. Corporate Social Responsibility
As per the Section 135, Corporate Social Responsibility is not applicable to our
Company.
43. Industrial Relations
During the year under review, your Company enjoyed cordial relationship with contractor
and employees at all levels.
44. Insolvency and Bankruptcy Code
No application has ever been filed against the Company under the Insolvency and
Bankruptcy Code, 2016.
45. Secretarial Standards:
The Company has complied with the applicable Secretarial Standards, as issued by the
Institute of Company Secretaries of India and notified by the Central Government.
46. Additional Disclosures under Companies Act, 2013
a. The Company has not issued any bonus shares, sweat equity shares and shares with
differential voting rights during the year under review. b. The Company does not accept
any deposit from its public. c. No material changes and commitments which could affect the
Companys financial position have occurred between the end of the financial year of
the Company and date of this report. d. There was no change in the nature of business
during the year under review. e. The provisions regarding receipt of remuneration or
commission from holding or subsidiary of the Company are not applicable and hence, the
disclosure under Section 197(14) is not required. f. The Company has not received any
complaints under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. g. No significant and material orders were passed by the regulators
or courts or tribunals impacting the going concern status and Companys operations in
future. h. The Company has complied with the Secretarial Standards issued by The Institute
of Company Secretaries of India on Meetings of the Board of Directors and General
Meetings.
47. Acknowledgements
The Board of Directors wish to place on record their appreciation for the support
extended by the Companys bankers, Bombay Stock Exchange Limited, Local Authorities,
business associates, clients, consultants, auditors, shareholders and the employees of the
Company for their continued co-operation and support to the Company and look forward to
their continued support.
The Directors also thank the members for continuing their support and confidence in the
Company and its management.
By Order of the Board of Directors For Kahan Packaging Limited
|
Sd/- |
|
Prashant Jitendra Dholakia |
|
Managing Director |
|
(DIN 06428389) |
Place: Mumbai |
|
Dated: 23rd August, 2024 |
|