To,
The Members,
Your directors present this integrated Annual Report along with the Audited Financial
Statements for the Financial Year ended on March 31, 2025.
FINANCIAL RESULTS
Your Company's performance during the Financial Year 2024-25 is summarized below:
( Lakhs)
Standalone Consolidated
Particulars Year 2024-25 Year 2023-24 Year 2024-25 Year 2023-24
Net Sales 166967.69 146297.39 174257.20 151277.95
Other Operating Income 2670.49 2781.58 2768.35 2860.39
Revenue from Operations 169638.18 149078.97 177025.55 154138.34
% Increase over previous year 13.79 4.12 14.85 4.51
EBIDTA 28637.58 24894.87 29310.22 25142.90
EBIDTA % of Revenue from operations 16.88 16.70 16.56 16.31
Other Income 1544.85 1158.88 1433.01 1056.99
Total 30182.43 26053.75 30743.23 26199.89
From which have been deducted:
Interest/ Finance Charges 5637.96 5392.93 5826.35 5585.10
Leaving a cash profit of 24544.48 20660.82 24916.89 20614.79
Depreciation 7277.20 6916.16 7549.36 7156.56
Profit Before Tax 17267.28 13744.66 17367.53 13458.23
Provision for Tax 4400.00 3595.25 4400.00 3595.25
Current tax of earlier years (411.00) (7.71) (411.00) (7.71)
Provision for Deferred Taxation (848.37) 3.19 (922.61) (68.47)
Profit After Tax 14126.65 10153.93 14301.14 9939.16
Other Comprehensive Income/ (Loss) (133.27) (131.11) (105.53) (126.70)
Leaving a balance of 13993.38 10022.82 14195.61 9812.46
DIVIDEND
As per the Dividend Policy of your Company, your directors are pleased to recommend a
record dividend of 30 per equity share as against a dividend of 22 per equity share for
the previous year. Your directors are pleased to inform that the proposed dividend is the
highest dividend, which has been declared by the Company in its history. This year marks
the twenty fifth year of continuous dividend payout for the
Company. The pay-out on account of dividend amounts to
2730 lakhs, and this corresponds to 19.33% of the standalone profit.
Dividend, if approved by the Members in the ensuing Annual
General Meeting, would be subject to deduction of tax at source as per provisions of
Income Tax Act, 1961, as applicable.
The Board of Directors of your Company has approved and adopted the dividend
distribution policy of the Company and dividend declared/recommended are in accordance
with the said Policy. In terms of the policy, equity shareholders of the
Company may expect Dividend if the Company has surplus funds and after taking into
consideration relevant internal and external factors enumerated in the policy for
declaration of dividend. The policy also enumerates that the Company would endeavour to
maintain a total dividend pay-out ratio around
20% of the standalone Profits after Tax(PAT) of the Company in any Financial Year. The
dividend distribution policy is available on the weblink https://tcpl.in/wp-content/
uploads/2025/07/Dividend-Distribution-Policy.pdf
WORKING REVIEW
The Company has achieved a revenue growth of 14.85 % on consolidated basis, compared to
the previous year, achieving revenue from operations of 1770.26 Crores. The standalone
revenues increased by 13.79 % compared to the previous year, achieving revenue from
operations of 1696.38 Crores.
Furthermore, we are pleased to highlight the remarkable growth in our exports, which
rose by 31.18% to reach 604.14 crores for the year ended March 31, 2025, as against 460.54
crores in the previous year ended March 31, 2024.
We are also pleased to report that our EBIDTA margin as a percentage of revenue from
operations has improved during the year under review. On a consolidated basis, the margin
increased and stood at 16.56%, while on a standalone basis, it is 16.88% during the year,
as compared to 16.31% and 16.70 % respectively in the previous year.
The Company also have continuously been adding new customers and strengthening its
market share, resulting in the sales growth mentioned earlier. Furthermore, our efforts on
stringent cost control measures, enhanced product mix and focus on reducing process
wastage have contributed to the achievement of healthy margins.
The packaging industry continues to witness growth, driven by factors such as growing
population and GDP, resulting in higher consumption besides growth in the e-commerce
segments, and exports. Your Company is well-positioned to capitalize on these
opportunities with its focus on sustainable packaging solutions, multi plant locations and
diversified product portfolio. The
Company's technological advancements, geographical reach, and strong governance
practices provide a solid foundation for future growth.
During the financial year 2024-25 your company had decided and setup a new
manufacturing plant in Chennai, in a short period of 9 months. This plant is now fully
operational and will enhance the company's geographic footprint and enable the company to
use it to service markets in the South of India as well as use it as a hub for exports.
Your directors are confident that this plant will be able to contribute to the overall
growth plans of the company in the long term.
Further during the last financial year, your directors also decided to setup an
engraving plant to manufacture printing and embossing cylinders at Silvassa, and the same
is being executed currently and is expected to commence production in Q2 of the current
year. For this purpose, a subsidiary named
Accura Technik Private Limited is being setup.
FUTURE PROSPECTS
We are pleased to inform that operations of Creative Offset
Printers Private Limited ("COPPL") have witnessed a considerable growth since
its acquisition by TCPL, though it is still struggling and not up to expectations,
particularly from profitability point of view. With the increasing demand for premium
rigid box packaging for electronics and mobile phones as well as decorative and premium
gift packaging for the consumer industry, this unit has very good long term prospects and
your management is confident to achieve its targets soon.
It is noteworthy that there has been a noticeable shift in the sentiment of the western
world, favoring a move of supply chains away from China. This shift in sentiment presents
a compelling opportunity for Indian exports. Companies and countries are actively
exploring alternatives and seeking new trade partnerships.
Overall, the Company's proactive approach in exploring and leveraging opportunities
arising from the shift in sentiment and the "China+1" trend will position the
Company well for sustained growth and success in the future.
Coming to the Company's core, the domestic consumer goods market growth has been
hampered by weak domestic demand.
The same is evident in the results of major FMCG companies, reporting weak or stagnant
volume growth for many quarters now. Despite this your Company has managed to grow by
increasing share of business in existing customers and tapping new customers. Your
Company's management is confident that this weak volume growth in the domestic industry is
a temporary phenomenon, and this is bound to improve over a period. The revival in
domestic volumes will be a further impetus to your Company's growth.
Considering the positive outlook of the packaging industry and the strategic moves made
by the Company, the directors' confidence in the Company's performance in the coming years
is well-founded. However, it's important to note that market conditions can be subject to
changes, and the Company will need to continuously adapt and innovate to maintain its
competitive edge.
Overall, with its strong market position, focus on sustainability, expanded production
capacity, strategic acquisitions, technological advancements, and efficient cost
management, the Company is well-equipped to thrive and achieve sustained growth in the
future.
DIRECTORS
During the year under review, Mr. Sunil Talati ceased to be Director, upon completion
of the second term of his appointment as Independent Director of the Company, on January
21, 2025.
The Board places on record its sincere appreciation for the remarkable support and
guidance provided by him during his tenure on the Board of the Company.
The Board, based on the recommendations of the Nomination and Remuneration Committee,
appointed Mr. Aniket Talati, as an Additional Director to hold Office of Independent
Director for a period of 5 years effective from January 22, 2025.
Mr. Aniket Talati is M. Com, FCA, member of ICAI Accounting Research Foundation (ICAI
ARF), ICAI Registered Valuers
Organisation (RVO), Extensible Business Reporting Language
(XBRL) India, Indian Institute of Insolvency Professionals of ICAI (IIIPI) and the
member of various other Committees, Boards and Directorates of ICAI. He served as the
President
ICAI in the year 2023-24. He has strong organizational skills and deep insight for
Technology and ESG. He is at the forefront of Digital Transformation within ICAI, and
numerous digital Initiatives were launched under him. He is actively involved in all the
major sustainability initiatives in India and works closely on digital transformation
projects. He also contributed towards evolvement of accounting, auditing, ethical,
valuation and forensic standards in India. He has supported the Government and Regulators
as a member of Government Accounting Standards Advisory Board (GASAB) of C&AG of
India, Board of Insurance Regulatory & Development Authority of India (IRDAI) and
SEBI's Primary Market Advisory Committee. The consent of members of the Company for his
appointment as Independent Director was duly obtained through notice of postal ballot
dated February 13, 2025.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Company's Articles of Association,
Mr. K K Kanoria and Mr. Rishav Kanoria, retire by rotation at the forthcoming Annual
General Meeting of the Company and being eligible, offer themselves for re-appointment.
The
Board, based on the recommendation of the Nomination and Remuneration Committee,
recommends their re-appointment for the consideration of the Members of the Company at
this Annual General Meeting.
The information of Mr. K K Kanoria and Mr. Rishav Kanoria, as required under Regulation
36(3) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (herein
after referred to as Listing Regulations) are provided in annexure to the Notice.
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 Listing Regulations and that their names 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
Listing Regulations. The Independent Directors have also confirmed that they have complied
with the Company's Code of Conduct. In the opinion of the Board, all Independent Directors
possess requisite qualifications, experience, expertise and hold high standards of
integrity required to discharge their duties with an objective independent judgment and
without any external influence. List of key skills, expertise and core competencies of the
Board, including the Independent Directors, forms a part of the Corporate Governance
Report of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
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 for the year ended March 31,
2025, 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) T he directors have prepared the annual accounts 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.
KEY MANAGERIAL PERSONNEL
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. Vidur Kanoria Executive Director
5. Mr. S. G. Nanavati Executive Director
6. Mr. Jitendra Jain Chief Financial Officer
7. Mr. Harish Anchan Company Secretary
NUMBER OF BOARD MEETINGS
During the year under review 4 (four) meetings of the Board of Directors of the Company
were held on May 28, 2024, July 30, 2024, November 11, 2024, and February 13, 2025. The
details of the number of meetings of the Board held during the
Financial Year 2024-25 and the attendance therein forms part of the Report on Corporate
Governance. In view of directive issued by Ministry of Corporate Affairs and the and
Exchange Board of India, measures were taken to ensure security of information and
confidentiality of process, and at the same time, ensuring convenience of the Board
members, in respect of virtually convened Meetings. The Company Secretary and the Chairman
of the meeting(s) ensured that all the applicable provisions related to the holding of
meetings through video conferencing were complied with for such virtual meetings. During
the year under review, the Board accepted all recommendations made to it by its various
Committees.
SUBSIDIARY COMPANIES
Pursuant to an Order passed, by the Hon. National Company
Law Tribunal, Mumbai Bench, on June 25, 2024, TCPL Innofilms
Private Limited merged with TCPL Packaging Limited. TCPL
Middle East FZE and Creative Offset Printers Private Limited a (COPPL), are wholly
owned subsidiaries. During the year, your Company has increased its investment in COPPL,
by subscribing
145998 equity shares, offered by it on a rights basis at value 8 Crores. The Company
holds 949709 equity shares of COPPL as on March 31, 2025 with a total investment of 52.98
Crores.
The Board has reviewed the affairs of its Subsidiaries. The Company does not have any
associates or joint venture
Companies. The separate audited financial statements in respect of each of the
subsidiaries are also available on the website of the Company at www.tcpl.in.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company are prepared in accordance with
relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of
India. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the
salient features of financial statements of the Company's subsidiaries in Form No. AOC-1
is attached to the financial statements of the Company.
CORPORATE GOVERNANCE
It has always been the Company's endeavor to operate in a fair and transparent manner
with the highest standards of Corporate Governance. The Company complies with the
requirements of Listing Regulations. 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 Listing Regulations
is given as an annexure to this effect.
AUDIT COMMITTEE
Pursuant to the provisions of Section 177 (8) of the Companies Act, 2013, the
composition of the Audit Committee is as under:
Sr. No. Name Position
1. Mr. Sanjiv Anand Chairman Independent Director
2. Mr. Tarang Jain Member Independent Director
3. Mr. Aniket Talati Member Independent Director
During the year 4 (four) Audit Committee Meetings were held on May 28, 2024, July 30,
2024, November 11, 2024, and February 13, 2025.
STAKEHOLDERS RELATIONSHIP COMMITTEE
Pursuant to the provisions of Section 178(5) of the Companies Act, 2013, the
composition of the Stakeholders Relationship
Committee is as under:
Sr. No. Name Position
1 Mrs. Deepa Harris Chairperson Independent Director
2 Mr. Tarang Jain Member Independent Director
3 Mr. Ashish Razdan Member Independent Director
During the year four meetings of the Stakeholders Relationship
Committee were held on May 28, 2024, July 30, 2024, November 11, 2024 and February 13,
2025.
NOMINATION AND REMUNERATION COMMITTEE
Pursuant to the provisions of Section 178(1) of the Companies Act, 2013, the
composition of the Nomination and Remuneration
Committee is as under:
Sr. No. Name Position
1 Mr. Sanjiv Anand Chairman Independent Director
2 Mr. Tarang Jain Member Independent Director
3 Mr. Deepa Harris Member Independent Director
During the financial year the Nomination and Remuneration Committee was held on May 28,
2024, and March 27, 2025.
CORPORATE SOCIAL
RESPONSIBILITY (CSR) COMMITTEE
A policy on the CSR formulated by the CSR Committee is available at the website of the
Company www.tcpl.in. 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 May 24, 2024. The CSR Committee of the Company,
during the year under review is as under:
Sr. No. Name Position
1 Mrs. Deepa Harris Chairperson Independent Director
2 Mr. Saket Kanoria Member Managing Director
3 Mr. Rishav Kanoria Member Non-Executive Director
RISK MANAGEMENT COMMITTEE
The composition of the Risk Management Committee is in conformity with the requirements
of Listing Regulations. The composition of the Committee during the year under review is
as under:
Sr. No. Name Position
1 Dr. Andreas Blaschke Chairman Independent Director
2 Mr. Ashish Razdan Member-Independent Director
3 Mr. K K Kanoria Member- Executive Chairman
4 Mr. Saket Kanoria Member Managing Director
5 Mr. Rishav Kanoria Member Non-Executive Director
During the financial year under review the Meeting of Risk Management Committee was
held on May 29, 2024, and December 18, 2024. The Company has adopted a Risk
Management Policy aimed to ensure resilience for sustainable growth and sound corporate
governance by having a process of risk identification and management in compliance with
the provisions of the Companies Act, 2013 and the Listing
Regulations.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review the Company has not given any loans. However, the Company
has given corporate guarantees towards borrowings made from Bank by Creative Offset
Printers
Private Limited, the Wholly Owned Subsidiary Company. During the year under review the
Company also acquired
145598 equity shares of Creative Offset Printers Private Limited (COPPL) at
consideration of 8.00 crores. Details of Guarantees and Investments covered under the
provisions of Section 186 of the Act are given in the notes to financial statements
forming part of the Annual Report.
RELATED PARTY TRANSCTIONS
All related party transactions that were entered into during the financial year were on
an arm's 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. Accordingly, the disclosure of related
party's transactions as required under section 134(3)(h) of the Companies Act, 2013 in
form AOC-2 is not applicable. All Related Party Transactions and subsequent material
modifications are placed before the Audit Committee for its review and approval. Omnibus
approval was obtained on a yearly basis for transactions which are of repetitive nature.
Transactions entered pursuant to omnibus approval are placed before the Audit Committee
and the Board, for review on a quarterly basis. None of the Directors has any pecuniary
relationship or transactions vis-a-vis the Company except remuneration drawn by self or
their relative in the capacity of the Director or otherwise and sitting fees. Details of
all related party transactions are mentioned in the notes to financial statements forming
part of the Annual Report. A policy on dealing with related party transactions is
available on the website of the Company www.tcpl.in. The Policy intends to ensure that
proper reporting, approval and disclosure processes are in place for all transactions
between the Company and its Related Parties
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, a
structured questionnaire was prepared after taking into consideration the various aspects
of the Board's 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. The 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 May 28,
2024. 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. C ontribution to developments of various Policies suchs Remuneration Policy,
Board's Diversity Policy, Related Party Transaction Policy & Vigil Mechanism Policy
v. S haring knowledge and experience for the benefit of
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 industry and market conditions.
viii. Achievement of business plans, labour relations, 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 are disclosed on the website of the Company www.tcpl.in.
EMPLOYEES STOCK OPTIONS (ESOPs)
The Members of the Company had passed resolutions at the 34 th Annual General Meeting
held on August 10 th 2022 and approved the TCPL Packaging Employee Stock Option Plan 2022
("TCPL-ESOP 2022"/ "Plan") and also approved the resolution to acquire
equity shares by way of secondary acquisition through Trust, to or for the benefit of
Eligible Employees under TCPL-ESOP 2022, not exceeding, at any time, 3% of the paid-up
equity share capital of the Company, in one or more tranches, at such price and on such
terms and conditions as may be fixed or determined by the Committee.
Pursuant to the applicable provisions of the Act and the Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with
erstwhile regulation, the Company has set up a ‘TCPL ESOP Trust ("Trust")
for implementation of the said Scheme.
The Trust acquires shares and holds them for the benefit of the employees and issues
them to eligible employees as per the recommendations of the Nomination and Remuneration
Committee.
During the financial year 2022-23, the Nomination and Remuneration Committee granted
13,306 Stock Options in First Tranche to eligible employees. The Options granted under
TCPL ESOP 2022 vests in 4 instalments on the expiry of 12 months, 24 months, 36 months and
48 months from the the date of grant. The options may be exercised on any day over a
period of four years from the date of vesting and during the year under review. the
Nomination and Remuneration Committee, at its meeting held on March 27, 2025, subject to
approval of Board Directors and members of the Company, granted 11321 stock options in
Second Tranche to the eligible employees of the Company, subsidiary company and group
company at the same exercise price of 1623.80 per option, with the following vesting
schedule
Time Period % of Options to be vested
On completion of 2 years from the grant date 35% of options granted
On completion of 3 years from the grant date 35% of options granted
On completion of 4 years from the grant date 30% of options granted
The options can be exercised on any day over a period of five years from the date of
vesting. The said proposal tantamount to revision in the existing ESOP scheme. The Board
of Directors carefully reviewed and noted that revision in the scheme i.e. change in
exercise price, vesting period and extending the scheme to the employees of group
companies is not detrimental to the employees of the Company and recommended the revision
in scheme to the members of the Company. These changes are specifically designed to
further motivate and retain the employees, ensuring that the company remains competitive
in attracting and holding onto talent.
A resolution seeking approval for the proposed revisions to the TCPL-ESOP 2022 is
included in the Notice for the ensuing
Annual General Meeting (AGM). In compliance with the Listing Regulations, the necessary
information related to these revisions is provided in the annexure to the Notice
Please refer note no. 48 of Notes forming part of Standalone Financial Statements for
further disclosures on ESOPs. Your
Company has received the certificate from the Secretarial Auditor of the Company
certifying that the ESOP scheme is implemented in accordance with the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 and is in accordance with the resolution passed by the
members of the Company. The certificate would be placed at the Annual General Meeting for
inspection by members.
The applicable disclosures as stipulated under Securities and
Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as on March
31, 2025 with regard to the TCPL-ESOP 2022 are provided as Annexure to this Report and is
also available on the Company's website viz., www.tcpl.in.
Annexure
Disclosure pursuant to Regulation 14 of the
Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 for the year ended March
31, 2025.
A) Relevant disclosures in terms of the accounting standards prescribed by the Central
Government in terms of section
133 of the Companies Act, 2013 (18 of 2013) including the
‘Guidance note on accounting for employee share-based payments' issued by ICAI or
any other relevant accounting standards in that regard from time to time are disclosed in
Note no. 48 of Notes forming part of the Standalone
Financial Statements.
B) Diluted EPS on issue of shares pursuant to all the schemes covered under the
regulations shall be disclosed in accordance with ‘Accounting Standard 20 - Earnings
Per
Share' issued by Central Government or any other relevant accounting standards as
issued from time to time. This has been disclosed in Note no. 48 forming part of the
Standalone Financial Statements.
C) Description of TCPL ESOP 2022
(i) Description of each ESOP that existed at any time during the year
Date of Shareholders' approval August 10, 2022.
Total number of options approved under TCPL ESOP 2022 2,73,000 employee stock options
or up to 3% of the paid-up equity share capital of the Company, whichever is higher
Vesting requirements The Options granted to any Employee shall vest within the vesting
period in the manner as set forth in the grant letter subject to maximum period of 4 years
from the date of grant. There shall be a minimum period of one year between the grant of
options and vesting of options subject to terms TCPL ESOP - 2022 in respect of option
granted under Tranche 1.
Exercise price or pricing formula Exercise price for options granted is 1623.80
Maximum term of options granted Source of shares (primary, secondary or combination) 4
years from the respective date of option granted Secondary Market
Variation in terms of options None
(ii) Method used to account for ESOS (iii) Where the company opts for expensing of the
options using the intrinsic value of the options, the difference between the employee
compensation cost so computed and the employee compensation cost that shall have been
recognized if it had used the fair value of the options shall be disclosed. The impact of
this difference on profits and on EPS of the company shall also be disclosed. Fair Value
Method for valuation of the Options as prescribed under Ind AS 102. Not applicable, as the
fair value method has been adopted for accounting ESOP expenses.
(iv) Option movement during the year:
Number of options outstanding at the beginning of the period 12151 options were
outstanding at the beginning of the period out of First Tranche
Number of options granted during the year 11321 during the Second Tranche
Number of options forfeited / lapsed during the year 464 options lapsed out of First
Tranche due to cessation of employment and were re-granted to eligible employees.
Number of options vested during the year 3703 options were vested out of First Tranche
Number of options exercised during the year 1898 options are exercised during the year
out of First Tranche
Number of shares arising as a result of exercise of options 1898 shares are debited
from Trust account and credited to the respective demat account of employees
Money realized by exercise of options (INR), if scheme is implemented directly by the
company The Scheme is implemented by TCPL ESOP Trust and an amount of 3081972.40 was
realized by exercise of options.
Loan repaid by the Trust during the year from exercise price received 26.96 Lakhs
Number of options outstanding at the 21110 options
end of the year
Number of options exercisable at the 1805 options are exercisable at the end of year
end of the year
(v) Weighted-average exercise prices and Weighted average exercise price: 1,623.80
weighted-average fair values of options shall be disclosed separately for options whose
exercise price either equals or The exercise price equals the fair value of the share on
the grant date. The fair values of option are as below, with the vesting date shown in
brackets:
exceeds or is less than the market price of the stock. Tranche I Tranche II 454.20
3061.02
(December 6, 2023) (March 28, 2027)
612.90 3154.78
(December 6, 2024) (March 28, 2028)
733.00 3240.87
(December 6, 2025) (March 28, 2029)
829.30
(December 6, 2026
(vi)E mployee-wise details of options granted during the year ended on March 31, 2025:
1 Senior Management Personnel Name of Employee No. of Options
i Mr. S G Nanavati 364
Executive Director (Key Managerial Personnel)
ii Mr. Jitendra Jain 345
Chief Financial Officer (Key Managerial Personnel)
iii Mr. Harish Anchan 145
Company Secretary (Key Managerial Personnel)
2 Employees who were granted, during any one year, Options amounting to 5% or more of
the Options granted during the year:- None
3 Identified employees who were granted Option, during any one year equal to or
exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the
Company at the time of grants:- None
(vii)A description of the method and significant assumptions used during the year to
estimate the fair value of options including the following information:
The Securities Exchange Board of India (SEBI) has prescribed two methods to account for
employee stock options viz. 1. the intrinsic value method, and 2. the fair value method.
The company adopts the fair value method to account for the stock options it grants to
the employees. Intrinsic value is the amount, by which the quoted closing market price of
the underlying shares as on the date of grant exceeds the exercise price of the option.
The fair value of the option is estimated on the date of grant using Black Scholes options
pricing model with assumptions as below:
a) the weighted-average values of share price, 1,623.80
exercise price, 1,623.80
expected volatility, 47% p.a.
expected option life, 2.25 4.26 years
expected dividends, 0.49% p.a.
the risk-free interest rate and any other inputs to the model; 6.18% p.a.
b) the method used and the assumptions made to incorporate the effects of expected
early exercise; The fair value method is used to evaluate the cost. Early exercise is not
allowed.
c) how expected volatility was determined, including an explanation of the extent to
which expected volatility was based on historical volatility; and The expected volatility
is based on historical movement of the company's share prices for 3 years before the grant
date.
d) whether and how any other features of the options granted were incorporated into the
measurement of fair value, such as a market condition. The market condition has been
incorporated using the Black- Scholes option pricing formula.
The impact of the fair value method on the net profit and on basic and diluted EPS is
tabulated below
In lakhs
Net Profit / (Loss) 13774.61
Add / (Less): Stock based employee compensation -
(intrinsic value)
Add / (Less): Stock based compensation expenses (54.06)
determined under fair value method for the grants issued
Net Profit / (Loss) (proforma) 13720.55
Basic earnings per share (as reported) 151.37
Basic earnings per share (proforma) 151.00
Diluted earnings per share (as reported) 151.37
Diluted earnings per share (proforma) 151.00
Details related to ESPS Not applicable
Details related to SAR Not applicable
Details related to GEBS/ RBS Not applicable
Details of the Company's Employees' Welfare Trust:
The details inter-alia, in connection with transactions made by the Trust meant for the
purpose of administering the TCPL
ESOP 2022 are as under: i. G eneral Information of the Trust
Name of the Trust TCPL ESOP Trust
Details of the Trustee(s) Mr. Manoj Kumar
Mr. Vivek Dave
Mr. Vivek Poddar
Amount of loan/advance disbursed by 2.63 Cr
Company / any Company in the group, during the year
Amount of loan outstanding (repayable to 2.37 Cr.
Company / any Company in the group) as
at the end of the year
Amount of loan, if any, taken from any other source for which Company / any NIL
Company in the group has provided any security or guarantee
Any other contribution made to the Trust during the year NIL
ii. Br ief details of transactions in shares by Trust :
Number of shares held at the beginning of the year 22228
Number of shares acquired during the year through secondary acquisition, also as a
percentage of paid up equity capital as at the end of the previous financial year, along
with information on weighted average cost of acquisition per share NIL
Number of shares transferred to the employees / sold along with the purpose thereof
1898
Number of shares held at the end of the year 20330
iii. I n case of secondary acquisition of shares by Trust :
Number of shares As a percentage of paid-up equity capital as at the end of the year
immediately preceding the year in which shareholders' approval was obtained
Held at the beginning of the 22228
year
Acquired during the year Nil
Sold during the year NIL
Transferred to the employees during the year 1898
Held at the end of the year 20330
POLICY FOR SELECTION,
APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE
EVALUATION
The Company has adopted a "Nomination & Remuneration Policy" which
inter-alia includes Company's 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 www.tcpl.in.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
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 Company's 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 Company's website www.tcpl.in.
RISK MANAGEMENT
The Company, being a manufacturer of packaging materials, 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 Company's 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
Risk Management Committee reviews the significant risks and decisions that could have a
material impact on the Company. These reviews consider the level of risk that the Company
is prepared to take in pursuit of the business strategy and the effectiveness of the
management controls in place of mitigating the risk exposure.
The Company's internal control systems are commensurate with the nature of its business
and the size and complexity of its operations. These are routinely tested by Statutory as
well as Internal Auditors and cover all offices, factories and key business areas.
Significant audit observations and follow-up actions thereon are reported to the Audit
Committee. The
Audit Committee reviews adequacy and effectiveness of the
Company's internal controls environment and monitors the implementation of audit
recommendations, including those relating to strengthening of the Company's risk
management policies and systems.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended
from time to time with a view to regulate trading in securities by the Directors and
designated employees of the Company. The Code requires pre-clearance for dealing in the
shares and prohibits the purchase or sale of shares of the Company, by the Directors and
the designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed. The Board
is responsible for implementation of the Code. All the Directors and the designated
employees have confirmed compliance with the Code.
BUSINESS RESPONSIBILITY SUSTAINABILITY REPORT
The business responsibility report describing the initiatives taken by the Company from
an environmental, social and governance perspective is annexed which forms an integral
part of this Report.
SEXUAL HARASSMENT POLICY
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 2024-25:
a) No of complaints received: Nil
b) No of complaints disposed of: N.A.
ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies
(Management and Administration) Rules,
2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company's
website www.tcpl.in.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
A detailed disclosure with regard to the IEPF during the year under review forms part
of the Report on Corporate Governance.
MATERIAL CHANGES / SIGNIFICANT REGULATORY OR COURT ORDERS
There were no material changes and commitments affecting the financial position of the
Company which occurred between the end of the financial year to which this financial
statement relates on the date of this Annual Report. During the financial year, there was
no amount proposed to be transferred to Reserves.
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 during the financial year.
RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY
THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS
There are no qualifications, reservations, adverse remarks, and disclaimers of the
Secretarial Auditor on compliances or of the Statutory Auditors in their report on
Financial Statements for the Financial Year 2024-25. The Secretarial Audit Report for
Financial year 2024-25 forms part of Annual Report as Annexure to the Board's Report.
PUBLIC DEPOSITS
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.
SHARE CAPITAL
The Authorized Share Capital of the Company stands increased from Rupees Ten Crores to
Rupees Twenty Four Crores in view of Authorized Share Capital of Rupees Fourteen Crores of
TCPL Innofilms Private Limited (Transferor Company) getting transferred and combined
with Authorized Share Capital of TCPL Packaging Limited (Transferee Company) vide clause
11 of the scheme of amalgamation of TCPL Innofilms Private
Limited with TCPL Packaging Limited approved pursuant to Order passed by Hon. National
Company Law Tribunal-
Mumbai Bench on June 25, 2024. As such, on March 31, 2025, the authorised share capital
of the Company is Rs.24.00 crores divided into 2,40,00,000 equity shares of Rs. 10/- each
and the paid-up equity share capital is Rs.9.10 crores comprising of 91,00,000 equity
shares of Rs. 10 each fully paid up. There was no change in the paid-up share capital
during the year under review. The Company does not have any outstanding paid-up preference
share capital as on the date of this Report. During the year under review, the Company has
not issued any shares with differential voting rights or sweat equity or warrants.
INTEGRATED REPORT
The Company has voluntarily provided Integrated Report, which encompasses both
financial and non-financial information to enable the Members to take well-informed
decisions and have a better understanding of the Company's long-term perspective. The
Report also touches upon aspects such as organization's strategy, governance framework,
performance and prospects of value creation based on the six forms of capital viz. Natural
Capital, Financial capital, Human capital, Social and Relationship capital, Intellectual
Capital and Manufactured Capital.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs, the financial statements for the year
ended on March 31, 2025 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. Your Company has consistently applied applicable accounting policies during
the year under review. Management evaluates all recently issued or revised accounting
standards on an ongoing basis. The Company discloses consolidated and standalone financial
results on a quarterly basis which are subjected to limited review and publishes
consolidated and standalone audited financial results on an annual basis. There were no
revisions made to the financial statements during the year under review.
The estimates and judgements relating to the financial statements are made on a prudent
basis, to reflect in a true and fair manner, the form and substance of transactions and
reasonably present the Company's state of affairs, profits and cash flows for the year
ended March 31, 2025. The Notes to the
Financial Statements form an integral part of this Report.
Disclosures of transactions of the Company with any person or entity belonging to the
promoter/promoter group which hold(s) 10% or more shareholding in the Company, in the
format prescribed in the relevant accounting standards for annual results is detailed in
the notes to accounts and not repeated here.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company, as
required under the Listing Regulations is provided in a separate section and forms an
integral part of this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There are 2419 employees on the Company's payroll as of March 31, 2025.
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 rule's forms part of this Report.
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. None of the wholetime / executive
directors and the managing director, draw any commission or remuneration from subsidiary
company. Thereby, no disclosure is required under Section
197(14) of the Act.
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.
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 the skills of the manager. Objective
appraisal systems based on key result areas (KRAs) are in place for senior management
staff.
CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
A. Conservation of Energy
Steps taken or impact on conservation of energy:
The Company is making continuous efforts on an 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 and conversion of conventional choke enabled lights to
power saving LED lights.
4. Addition of Variable Frequency Drive for humidifier blower motor, cooling tower fan
motor, cooling tower water pump, Reverse Osmosis plant pump and reducing the speed without
affecting the performance resulting into power saving.
5. Replacement of V belts by composite V belts, thereby reducing the transmission
losses and increasing the efficiency of the Equipment's.
6. Electronics based power factor controllers are placed to save energy.
These measures have led to power saving, reduced maintenance time and cost, improved
hygienic condition and consistency in quality and improved productivity.
Your directors are considering investing in creating more such capacities in the
current year.
B. Technology Absorption
As explained in the Management Discussion analysis the
Company has installed solar panels on the rooftop which has been very successfully
commissioned. Further there is continuous effort to replace older technology with newer
ones, saving energy and enhancing efficiency.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange Earned 604.13 crores
Foreign Exchange Outgo 232.11 crores
INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS
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 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
Statutory Auditors as well as Internal Auditors.
PROCEEDINGS UNDER INSOLVENCY
AND BANKRUPCY CODE, 2016
No application has been made under the Insolvency and Bankruptcy Code. The requirement
to disclose the details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their
status as at the end of the Financial
Year is not applicable. The requirement to disclose the details of difference between
amount of the valuation done at the time of one-time settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons thereof,
is not applicable.
STATUTORY AUDITORS
M/s. Singhi & Co., Chartered Accountants, Firm Registration No. 302049E were
re-appointed as Statutory Auditors of the Company for second term of five consecutive
years at the 34 th Annual General Meeting (AGM) of the Members held on August
10, 2022, until the conclusion of the 39th AGM of the Company.
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.
SECRETARIAL AUDITOR
M/s VKM & Associates, Practicing Company Secretaries, were appointed to conduct the
Secretarial Audit of the Company for the financial year 2024-25, as required under Section
204 of the Companies Act, 2013 and rules made thereunder. The Secretarial Audit Report for
Financial year 2024-25 forms part of Annual Report as Annexure to the Board's Report.
Pursuant to Regulation 24A of Listing Regulations read with SEBI Master Circular No.
SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, the Annual Secretarial Compliance
Report of the Company is uploaded on the website of the Company at www.tcpl.in. The
Secretarial Audit Report and Secretarial
Compliance Report for the financial year 2024-25, do not contain any qualification,
reservation, or adverse remark. During the year under review, the Company has also
complied with the Secretarial Standards as amended and applicable to the Company.
COST RECORDS AND AUDIT
Pursuant to provisions of Section 148 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, as amended from time to time, your Company is required to maintain
cost records. Accordingly, the Company has prepared and maintained cost accounts and
records for the Financial Year 2023-24, as per sub-section (1) of Section 148 of the
Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.
The Shareholders of the Company at the 36th Annual General Meeting ("AGM")
held on July 30, 2024, had ratified the remuneration payable to the Cost Auditors in terms
of
Rule 14 of the Companies (Audit & Auditors) Rules, 2014.
The Board of Directors, on the recommendation of Audit
Committee, has re-appointed M/s Kewlani & Associates, Cost and Management
Accountants as the Cost Auditors of the
Company for the Financial Year 2025-26, for all the applicable products, pursuant to
the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records
and Audit) Rules, 2014.The members are requested to ratify the remuneration payable to the
Cost Auditors at the ensuing 37th Annual General Meeting, in terms of Rule 14 of the
Companies (Audit & Auditors) Rules, 2014. The Cost Auditors' Report do not contain any
qualifications, reservations, adverse remarks or disclaimers and no frauds were reported
by the Cost Auditors to the Company under sub-section (12) of Section 143 of the Act.
ACKNOWLEDGMENT
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 all the lenders namely Bank of Baroda, Axis
Bank Limited, ICICI
Bank Limited, Citi Bank, RBL Bank Limited, DBS Bank India
Limited, Yes Bank Limited and Bajaj Finance Limited for their continued support and
timely assistance in providing working capital and long-term fund requirements.