25th Annual Report and Accounts 2013-14...and Accounts 2013-14 KALPENA PLASTIKS LIMITED BOARD OF...

25th

Annual Reportand Accounts2013-14

KALPENA PLASTIKS LIMITED

BOARD OF DIRECTORS (AS ON 29TH MAY, 2014)

Whole-Time DirectorMr. Deo Kishan Kalwani

Non-Executive Independent DirectorsMr. Jitendra TiwariMrs. Ananya Dey

AUDITORS BANKERS

Statutory Auditors: Dena BankM/s Maloo & Co. HDFC BankChartered Accountants3A, Surendra Mohan Ghosh Sarani, 2nd FloorKolkata – 700 001.

Cost Auditors:M/s. D. Sabyasachi & CoCost Accountants97/2/1, Suren Sarkar Road,Beleghata Trikon Park, Kolkata – 700 010.

REGISTERED OFFICE REGISTRAR AND SHARE TRANSFER AGENT14, Bishnupur, Diamond Harbour Road, C B Management Services (P) LimitedBhasa, South 24 PGS-743 503 (Unit – Kalpena Plastiks Ltd),Phone: 033 3020 7856/57 P-22-Bondel Road, Kolkata - 700 019E Mail: - [email protected] Phone: 033 22806692 / 93 / 94 / 2486 / 4011 6700

Fax: 033 22870263. E Mail: [email protected]

CORPORATE INFORMATION

CIN : L25200WB1989PLC047702

Kalpena Plastiks Limited

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 25th Annual General Meeting of the Members of KALPENA PLASTIKS

LIMITED, having CIN: L25200WB1989PLC047702, will be held on Tuesday, the 30th Day of September,2014 at 10.00 a.m. at the Registered office of the Company at 14, Bishnupur, Diamond Harbour Road,Bhasa, South 24 PGS-743 503, to transact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2014 and the Profit &Loss Account for the year ended on that date together with the Directors’ and the Auditors’ Reports,thereon.

2. To appoint a Director in place of Mr. D.K.Kalwani (DIN 03363450), who retires by rotation and beingeligible offers himself for re-appointment.

3. To appoint auditor and fix their remuneration.

SPECIAL BUSINESS:

4. To consider and if thought fit, to pass, with or without modification(s), the following resolution

as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of sections 149, 152 and other applicable provisions,

if any, of the Companies Act, 2013 and the Rules framed there under, read with Schedule IV to

the Act, as amended from time to time, Mr. Jitendra Tiwari (DIN 00228352), a Non-Executive

Independent Director of the Company, who has submitted a declaration that he meets the criteria

for independence as provided in section 149(6) of the Act and who is eligible for appointment,

be and is hereby appointed as an Independent Director of the Company for a period of five(5)

consecutive years, effective from 1st April, 2014 upto 31st March,2019.”



“RESOLVED THAT pursuant to the provisions of sections 149, 152 and other applicable provisions,

if any, of the Companies Act, 2013 and the Rules framed there under, read with Schedule IV to

the Act, as amended from time to time, Mrs. Ananya Dey (DIN 01297763), a Non-Executive

Independent Director of the Company, who has submitted a declaration that she meets the

criteria for independence as provided in section 149(6) of the Act and who is eligible for

appointment, be and is hereby appointed as an Independent Director of the Company for a

period of five(5) consecutive years, effective from 1st April, 2014 upto 31st March,2019.”



“RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the CompaniesAct, 2013 and the Rules made there under, as amended from time to time, the Company herebyratifies the remuneration of Rs.25000/- plus service tax and out-of-pocket expenses payable to M/s.D.Sabyasachi & Co., who are appointed as Cost Auditors of the Company to conduct Cost Auditsrelating to plastic compounds and other manufacturing items of the Company for the year ending31st March, 2015”


7. To consider and if thought fit, to pass, with or without modification(s), the following resolution asan Ordinary Resolution:

“RESOLVED THAT in accordance with the provisions of Section 196, 197,198 and other applicableprovisions if any, of the Companies Act, 2013 (the Act),read with Schedule V to the Act, including anystatutory modification(s) or reenactment thereof, for the time being in force, and all other applicableguidelines relating to managerial remuneration issued by the Ministry of Corporate Affairs, fromtime to time, or any other law and as agreed by the Board of Directors (hereinafter referred to as the“Board”, which term shall be deemed to include any committee thereof and any person authorizedby the Board in this behalf), and as per the provisions of Articles of Association of the Company,approval of the members in the Annual General Meeting be and is hereby accorded to the appointmentof Mr. Deo Kishan Kalwani as Whole-Time-Director of the Company, for a period of 3 (three) yearswith effect from 01st April, 2014,at the remuneration and upon the following main terms and conditions:

1. The appointment shall be for a period of 3 years commencing from 01st April, 2014 as Whole – Time– Director.

2. Mr. Deo Kishan Kalwani will not be liable to retire by rotation while he continues as a Whole – Time– Director of the Company.

3. As Whole time Director, Mr. Kalwani shall perform such duties and exercise such powers as areentrusted to him, from time to time, by the Managing Director and /or the Board of Directors.

4. Mr. Kalwani will be entitled to such compensation as may be decided by the Board in its absolutediscretion.

5. Within the overall ceiling on managerial remuneration prescribed under the Companies Act, 2013,or any statutory modification or reenactment thereof, the Board shall be entitled to add to, alter orvary any of the foregoing terms of remuneration, benefits or perquisites to which Mr. Kalwani may beentitled as aforesaid.”

“RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board”,which term shall be deemed to include any Committee thereof and any person authorized by the Boardin this behalf) shall , in accordance with the statutory limits/ approvals as may be applicable for the timebeing in force, be at full liberty to revise/alter/modify/amend/change the terms and conditions of theappointment and remuneration, from time to time, as may be agreed to by the Board and Mr. Deo KishanKalwani.”

“FURTHER RESOLVED THAT Mr. Jitendra Tiwari, Director of the Company be and is hereby authorized todo all the acts, deeds, matters and things which is connected therewith and incidental thereto.”


as a Special Resolution:

Enhancement of Borrowing Limits from Rs. 100 Crores to Rs. 200 Crores:

“RESOLVED THAT in supersession of the earlier resolution passed under section 293(1)(d) of theCompanies Act, 1956 at the 22nd Annual General Meeting held on 30th September, 2011 and subjectto such other approvals as may be necessary, consent of the members of the Company be and ishereby accorded under section 180(1)(C ) of the Companies Act, 2013 and other applicableprovisions, if any, of the Companies Act, 2013, to the Board of Directors of the Company to borrowmoney from time to time from anyone or more of the Company’s Bankers and/or from anyone ormore Firms, Bodies Corporate, Financial Institutions, Mutual Funds, Foreign Bankers, ForeignFinancial Institutions, Foreign Institutional Investors, Overseas Corporate Bodies, Overseas MutualFunds, Trusts or such other bodies or entities whether by way of cash credit, loans, advances,deposits, loans or bills discounting, deferred payment guarantees, issue of debentures, externalcommercial borrowings or otherwise, in any other mode or form, and whether unsecured or secured

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by mortgage, charge, hypothecation, lien, or pledge of the Company’s assets and properties,whether immovable or movable or stock in trade (including raw materials, spare parts andcomponents in stock or in transit and work in progress) or by any kind of guarantees and all or anyof the undertakings of the Company, notwithstanding that the monies to be borrowed, together withthe monies already borrowed by the Company (apart from the temporary loans obtained from theCompany’s Bankers in the ordinary course of business) may exceed, at any time, aggregate of thepaid up capital of the Company and its free reserves, (that is to say, reserves not set apart for anyspecific purpose), provided however that the total amount of such borrowings shall not, exceed, atany time, a sum of Rs. 200 crores (Rupees Two Hundred Crores) exclusive of interest.”

“RESOLVED FURTHER THAT Board of Directors be and is hereby authorized to execute such deedsof debenture trust and deeds of mortgage, charge, hypothecation, lien, promissory notes, depositreceipts, guarantees/assurance deeds and other deeds and instruments or writings containingsuch conditions and covenants as the Board of Directors in its absolute discretion may think fit andto take all such steps as may be necessary or desirable to give effect to this resolution.”

9. To consider, and if thought fit, to pass , with or without modification(s), the following resolution

as a Special Resolution:

Creation of Charge on the assets of the Company:

“RESOLVED THAT in supersession of the Resolution No.6 passed at the Annual General Meeting

of the Company held on 30th September, 2011 and pursuant to the provisions of Section 180

(1) (a) and other applicable provisions, if any, of the Companies Act, 2013, as amended from

time to time, consent of the Company be and is hereby given to the Board of Directors of the

Company (‘the Board’) to create such charges, mortgages and hypothecations in addition to the

existing charges, mortgages and hypothecations, if any, created by the Company, on such

movable and immovable properties, both present and future, and in such manner as the Board

may deem fit, in favor of Banks, Financial Institutions, Insurance Companies, other lending/

investing agencies or bodies/ trustees for holders of debentures/ bonds which may be issued

to or subscribed to by all or any of the Banks, Financial Institutions, Insurance Companies, other

lending/ investing agencies or any other person(s)/ bodies corporate by way of private placement

or otherwise (hereinafter collectively referred to as ‘Lenders’), provided that the total amount of

loans together with interest thereon, additional interest, compound interest, liquidated damages,

commitment charges, premia on pre-payment or on redemption, costs, charges, expenses and

all other moneys payable by the Company in respect of the said loans, for which such charges,

mortgages or hypothecations are created, shall not, at any time exceed the limit of Rs. 200

Crores (Rupees Two Hundred crores only).”

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board be and

is hereby authorized to finalize, settle and execute such documents / deeds / writings / papers

/ agreements as may be required and do all such acts, deeds, matters and things as it may

in its absolute discretion deem necessary, proper or desirable and to settle any question,

difficulty or doubt that may arise in regard to creating mortgage / charge as aforesaid.”

Registered Office: By Order of the Board of Directors14, Bishnupur, Diamond Harbour Road,Bhasa, South 24 PGS - 743503

J.Tiwari

(Chairman)

Date : 29th May, 2014

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Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE“MEETING”) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OFHIMSELF / HERSELF AND THE PROXY NEED NOT TO BE A MEMBER OF THE COMPANY. MEMBERSARE REQUESTED TO NOTE THAT A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERSNOT EXCEEDING 50 AND HOLDING IN THE AGGREGATE NOT MORE THAN 10% OF THE TOTALSHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. IN CASE A PROXY IS PROPOSEDTO BE APPOINTED BY A MEMBER HOLDING MORE THAN 10% OF THE TOTAL SHARE CAPITAL OFTHE COMPANY CARRYING VOTING RIGHTS, THEN SUCH PROXY SHALL NOT ACT AS A PROXYFOR ANY OTHER PERSON OR SHAREHOLDER. THE INSTRUMENT APPOINTING PROXY MUSTBE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURSBEFORE THE TIME OF HOLDING THE ANNUAL GENERAL MEETING.

2. The Statement, pursuant to Section 102 of the Companies Act, 2013 in respect of the businessunder Item Nos.4 to 9 above is annexed hereto.

3. Corporate members intending to send their authorized representatives to attend the Meeting arerequested to send to the Company a certified copy of the Board Resolution authorizing theirrepresentative to attend and vote, on their behalf, at the Meeting.

4. In accordance with the provisions of Section 91 of the Companies Act, 2013 read with Rule 10 of theCompanies (Management & Administration) Rules, 2014, Register of Members and Share TransferBooks of the Company shall remain closed from Monday, 22nd September, 2014 to Tuesday, 30th

September, 2014 (both days inclusive).

5. Relevant documents referred to in the accompanying notice are open for inspection by the membersat the Registered Office of the Company on all working days, except Saturdays, between 11.00 a.m.and 1.00 p.m. up to the date of Meeting.

6. Shareholders are requested to bring their Attendance Slip along with copy of Annual Report to thevenue of the Meeting.

7. Members, holding shares in physical mode are requested to notify the change in their address /mandate/ bank account to M/s. CB Management Services (P) Limited, P-22, Bondel Road, Kolkata– 700 019, the Registrar & Share Transfer Agent of the Company.

8. Members, holding Shares in Demat mode are requested to notify the change in their address / bankaccount to their respective Depository Participant(s) (DPs).

9. As per the provisions of Section 72 of the Companies Act, 2013 facility for making nomination isavailable for the Members in respect of the shares held by them. Nomination forms can be obtainedfrom the Company’s Share Registrars and Transfer Agents by Members holding shares in physicalform. Members holding shares in electronic form may obtain Nomination forms from their respectiveDepository Participant.

10. The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” byallowing paperless compliances by the Companies and has issued circulars stating that service ofthe notice/ documents including Annual Report can be sent by e-mail to its member. To support thisgreen initiative of the Government in full measure, members who have not registered their e-mailaddresses, so far, are requested to register their e-mail addresses, in respect of electronic holdingswith the Depository through their concerned Depository Participants.


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11. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of theCompanies (Management and Administration) Rules, 2014, the Company is pleased to provide e-voting facility, as an option, to its members to enable them to cast their vote electronically at the 25th

Annual General Meeting. The Company has engaged the services of National Securities DepositoryLimited (NSDL) to provide e-voting facility to the members of the Company.

The e-voting facility will be available to the members to cast their votes at the following link https://www.evoting.nsdl.com/. during the voting period mentioned as under:

Commencement of e-voting : September 24, 2014 at 09:00 A.M.End of e-voting : September 26, 2014 at 06:00 P.M.

The instructions for e-voting are as under:

(A) In case of Members receiving e-mail from NSDL:

i. Open e-mail and also open PDF file titled “Kalpena Plastiks Limited e-voting.PDF” with your ClientID (in case you are holding shares in demat mode) or Folio No. (in case you are holding shares inphysical mode) as default password. The said PDF file contains your “User ID” and “Password fore-voting”.

ii. Please note that the password is an initial password.

iii. Open internet browser by typing the URL: https://www.evoting.nsdl.com/.

iv. Click on “Shareholder” – “Login”.

v. Type in your User ID and password as initial password as mentioned in step (i) above and clickLogin.

vi. Password Change Menu appears. Change the password with the new password of your choicewith minimum 8 digits/characters or combination thereof.

vii. Please note your new password. It is strongly recommended that you do not share your newpassword and take utmost care to keep your password confidential.

viii. Home page of “e-voting” opens. Click on “e-voting-Active Voting Cycles”.

ix. Select “EVEN” of Kalpena Plastiks Limited for casting your vote.

x. You are now ready for “e-voting” as ‘‘Cast Vote’’ page opens. The e-voting period commences onSeptember 24, 2014 at 9.00 A.M. and ends on September 26, 2014 at 06.00 P.M.

xi. Cast your vote by selecting appropriate option and click “Submit” and also “Confirm” when prompted.Upon confirmation, the message, “Vote cast successfully” will be displayed. Once voted on theresolution, you will not be allowed to modify your vote.

xii. Institutional Members(other than Individuals, HUF, NRI, etc.) are also required to send a scannedcopy(PDF/JPG format) of the relevant Board Resolution/ Authority Letter, etc., together with an attestedspecimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizerthrough email on [email protected] with a copy marked to [email protected].

(B) In case of Members receiving Physical Copy of the Notice of AGM (for Members whose emailaddresses are not registered with the Company/Depositories):

i. Initial password is provided as below/at the bottom of the Ballot Form.

EVEN USER ID PASSWORD/PIN(E-Voting Event Number)


ii. Please follow all the steps from the SI. No. (iii) to (xii) in 11(A) above, to cast vote.

(C) In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for Shareholdersand E-voting User Manual for Shareholders available at the “Downloads” section ofwww.evoting.nsdl.com or contact NSDL at 022-2499 4600.

(D) In case you are already registered with NSDL, you can use your existing User ID and Password forcasting your vote.

(E) You can also update your mobile number and e-mail ID in the user profile details of the folio whichmay be used for sending future communication(s).

(F) For the convenience of members who do not have access to e-voting facility, a ballot form can beobtained from our RTA. Members may fill in the Ballot form and submit the same in a sealedenvelope to the Scrutinizer, Ashok Kumar Daga, Unit :- Kalpena Plastiks Limited,C/o. CB ManagementServices Pvt. Ltd., P-22, Bondel Road, Kolkata – 700 019 , so as to reach by 6.00.p.m. on 26th

September,2014. The scrutinizer will collate the votes downloaded from e voting system and votesreceived through post to declare the final results. A member can opt for only one mode of voting. Incase of members(s) who cast their votes by both the modes, then voting done through electronicmode shall prevail.

(G) The Board of Directors of the Company has appointed Mr. Ashok Kumar Daga, Practicing CompanySecretary as Scrutinizer for conducting the E-Voting process for the AGM in a fair and transparentmanner.

(H) The Scrutinizer shall, within a period not exceeding three (3) working days from the conclusion ofthe e-voting period, unblock the votes in the presence of at least two (2) witnesses not in theemployment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against,if any, forthwith to the Chairman of the Company.

(I) The Results shall be declared on or after the AGM of the Company. The Results declared, along withthe Scrutinizer’s Report, shall be placed on the website of NSDL within two (2) working days ofpassing of the resolutions at the AGM of the Company and communicated to the Stock Exchangeswhere the Company is listed.

12. Brief resume of Directors seeking appointment / re appointment including nature of their expertisein specific functional areas and names of companies in which they hold directorship and membership/ chairmanship of Board Committees, as stipulated under clause 49 of the Listing Agreement withthe Stock Exchanges, are provided in the notice.

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Statement pursuant to Section 102 of The Companies Act, 2013

Item No.4 .

The Company had, pursuant to the provisions of Clause 49 of the Listing Agreement entered with theStock Exchanges, appointed Mr. Jitendra Tiwari as Independent Director at various times, in compliancewith the requirements of the clause.

Pursuant to the provisions of section 149 of the Act, which came in to effect from April 1, 2014, every listedpublic company is required to have at least one-third of the total number of directors as IndependentDirectors, who are not liable to retire by rotation.

A notice under section 160 of the Companies Act, 2013 has been received from a member proposing himas a candidate for the office of Director of the Company.

Mr. Jitendra Tiwari , non-executive director of the Company, have given a declaration to the Board that hemeet the criteria of independence as provided under section 149(6) of the Act. In the opinion of the Board,he fulfil the conditions specified in the Act and the Rules framed there under for appointment as IndependentDirector and he is independent of the management.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr.Jitendra Tiwari as Independent Director is now being placed before the Members for their approval.

The terms and conditions of appointment of the above Director shall be open for inspection by theMembers at the Registered Office of the Company during normal business hours on any working day.

None of the Directors/ Key Managerial Personnel of the Company / their relatives except Mr. JitendraTiwari and their relative may be deemed concerned or interested in the resolutions.

Item No.5

The Company had, pursuant to the provisions of Clause 49 of the Listing Agreement entered with theStock Exchanges, appointed Mrs. Ananya Dey as Independent Director at various times, in compliancewith the requirements of the clause.

Pursuant to the provisions of section 149 of the Act, which came in to effect from April 1, 2014, every listedpublic company is required to have at least one-third of the total number of directors as IndependentDirectors, who are not liable to retire by rotation.

The Company has however, received a notice under section 160 of the Companies Act, 2013 has beenreceived from a member proposing him as a candidate for the office of Director of the Company.

Mrs. Ananya Dey, non-executive director of the Company, have given a declaration to the Board that hemeet the criteria of independence as provided under section 149(6) of the Act. In the opinion of the Board,she fulfil the conditions specified in the Act and the Rules framed there under for appointment asIndependent Director and she is independent of the management.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mrs.Ananya Dey as Independent Director is now being placed before the Members for their approval.

The terms and conditions of appointment of the above Director shall be open for inspection by theMembers at the Registered Office of the Company during normal business hours on any working day.

None of the Directors/ Key Managerial Personnel of the Company / their relatives except Mrs. Ananya Deyand their relative may be deemed concerned or interested in the resolutions.

Item No. 6.

The Board, on the recommendation of the Audit Committee, has approved the appointment andremuneration of M/s D.Sabyasachi & Co, Cost Auditors to conduct the audit of the cost records of the

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Company for the financial year 2014-15.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors)Rules, 2014, the remuneration of Rs. 25,000/- plus applicable service tax, payable to the Cost Auditorshas to be ratified by the shareholders of the Company.

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at SpecialBusiness under Item No. 6 of the Notice for ratification of remuneration payable to the Cost Auditors forthe financial year ending March 31, 2015.

The Board recommends the resolution for approval of the members.

None of the Directors/Key Managerial Personnel of the Company/ their relatives are, in any way, concernedor interested, in the resolution set out at Special Business Item No.6 of the Notice.

Item No. 7.

Mr. Deo Kishan Kalwani, was appointed as a Director with effect from 22nd December, 2010. He has morethan 49 years of experience in business and service related matters and has held distinguished positionsin various companies.

The Board, after considering his invaluable support and service to the company recommends hisappointment as the Whole-Time Director of the Company with effect from 01st April, 2014. It is in theinterest of the Company to continue to avail his services as a member of the Board.

Mr. Kalwani is not disqualified from being appointed as Director in terms of the relevant sections of theCompanies Act, 1956/2013. The Company has received a consent letter from Mr. Kalwani, confirming hiseligibility for such appointment. Requisite Consent pursuant to relevant Sections of the Companies Act,1956/2013 has been obtained from Mr. Kalwani, to act as Whole-Time Director, if appointed.

The Board of Directors recommends the Resolution, being Item No.7 of the Notice convening this AGM,for approval of the members.

Save and except Mr. Deo Kishan Kalwani, None of the Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, in the resolution set out at Special Business ItemNo.7 of the Notice.

Item No. 8 .

In terms of provisions of Section 180(1) (c) of the Companies Act, 2013, the Board of Directors of theCompany cannot, except with the consent of the Company in a general meeting by way of SpecialResolution, borrow moneys apart from temporary loans obtained from the Company’s bankers in theordinary course of business, in excess of the aggregate of the paid-up capital and its free reserves. Themembers at their Annual General Meeting held on 30th September, 2011 had accorded their consentunder Section 293(1)(d) of the Companies Act, 1956 as applicable at that time, to the Directors forborrowing moneys up to a limit of Rs.100 crores (apart from temporary loans obtained from the Company’sbankers in the ordinary course of business).

Since Section 180(1)(c) of the Companies Act, 2013, is effective from 12th September,2013, fresh approvalof the members by way of Special resolution will be required for borrowings in excess of the paid-upcapital and its free reserves . Moreover, the borrowing limit is proposed to be Rs.200 crores at any periodof time.

The Board recommends the Special Resolution for approval of the members.None of the Directors / key managerial personnel of the Company or their respective relatives areconcerned or interested in the Resolution mentioned at Item No.8 of the Notice.

Item No. 9

Under the erstwhile Section 293 (1) (a) of the Companies Act, 1956, the Board of Directors of a Company

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could, with the consent of the shareholders obtained by an Ordinary Resolution, create charge/ mortgage/hypothecation on the Company’s assets, both present and future, in favour of the lenders/ trustees for theholders of debentures/ bonds, to secure the repayment of moneys borrowed by the Company (includingtemporary loans obtained from the Company’s Bankers in the ordinary course of business).

Under the provisions of Section 180 (1) (a) of the Companies Act, 2013, the above powers can beexercised by the Board only with the consent of the shareholders obtained by a Special Resolution.

As such, it is necessary to obtain fresh approval of the shareholders by means of a Special Resolution,to enable the Board of Directors of the Company to create charge/ mortgage/ hypothecation on theCompany’s assets, both present and future, in favour of the lenders/ trustees for the holders of debentures/bonds, to secure the repayment of moneys borrowed by the Company (including temporary loans obtainedfrom the Company’s Bankers in the ordinary course of business).

The limit of Rs.100 Crores under the earlier resolution passed by the shareholders at the Annual GeneralMeeting of the Company held on 30th September, 2011 is revised to Rs. 200 Crores.

The Board recommends the Special Resolution for approval of the members.

None of the Directors / key managerial personnel of the Company or their respective relatives areconcerned or interested in the Resolution mentioned at Item No.9 of the Notice.

Registered Office: By Order of the Board of Directors

14, Bishnupur, Diamond Harbour Road,Bhasa, South 24 PGS - 743503

J.Tiwari

(Chairman)

Date: 29th May, 2014.

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BRIEF RESUME OF THE DIRECTORS SEEKING APPOINTMENT / RE

APPOINTMENT, NATURE OF THEIR EXPERTISE IN SPECIFIC FUNCTIONAL AREA

AND NAME OF THE COMPANIES IN WHICH THEY HOLD DIRECTORSHIP AND

MEMBERSHIP / CHAIRMANSHIP OF BOARD COMMITTEES, AS REQUIRED IN

TERMS OF CLAUSE 49 OF THE LISTING AGREEMENT WITH STOCK EXCHANGES

IN INDIA.

DETAILS OF DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT AT THE FORTHCOMINGANNUAL GENERAL MEETING

(In Pursuance of Clause 49 of the Listing Agreement)

Name of Date of Birth Qualification Experience Directorship and ShareholdingsDirector Membership/ in Kalpena

Chairmanship Plastiks Limitedin other Compa-

nies in whichhe is a Director#

Mr. Deo Kishan 05.06.1945 Graduate Mr. Kalwani aged about None NilKalwani* from Calcutta 69 years has more than

University 49 years of experience inBusiness and Service andhas held distinguishedpositions in prestigiouscompanies

Mr. Jitendra Tiwari 12.11.1952 B.com and Mr. J.Tiwari is a fellow None NilMember of the Member of the Institute ofInstitute of Company Company SecretariesSecretaries of India. of India. He started his

career as a CompanySecretary. He has beenan outstanding scholar andassociated with variouscompanies as an advisor.He owns a commendableposition in the field of plasticand polymers producingindustries and possesses40 years of experience inthe corporate world.

Mrs. Ananya Dey 22.10.1974 Graduate Mrs. Dey aged about 40 Indmark Nilyears has more than 10 Marketingyears of experience in Limited,Business and Service. Standard Shoe

Sole and Mould(India) Limited,Flohe India Limited

# Note: Excludes Directorships in Private Limited Companies, Foreign Companies and GovernmentCompanies.

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* Mr. Deo Kishan Kalwani, Whole Time Director is a non rotational Director as per his terms ofappointment. However, in order to comply with the provisions of Section 152 of the Companies Act,2013, his position is liable to retire by rotation.

REQUEST TO MEMBERS

Members desirous of getting Information / Clarification on the Accounts and Operations of the companyor intending to raise any query are requested to forward the same at least 7 days in advance of themeeting to the Company Secretary at the office address so as the same may be attended appropriately.

Registered Office: By Order of the Board of Directors14, Bishnupur, Diamond Harbour Road,Bhasa, South 24 PGS - 743503

J.TiwariDate: 29th May, 2014. (Chairman)

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DIRECTORS’ REPORT

Dear Shareowners,

Kalpena Plastiks Limited,

Your Directors are pleased to present the 25th Annual Report together with the audited accounts for theyear ended 31st March 2014.

Financial Performance( In Lacs)

Particulars 2013-2014 2012-2013

Sales & other Income 40.01 10426.23

Profit before Depreciation , Interest & Tax 9.30 14.85

Less : Depreciation 0.73 0.44

Interest 0.41 0.25

Profit before Tax 8.16 14.16

Less : Provision for Tax 2.08 2.48

Profit After Tax 6.08 11.68

Add: Profit brought forward from previous year. 35.52 23.84

Balance Carried to B/S 41.60 35.52

Operations

The Company has achieved a sales turnover (comprises mainly other income) of Rs. 0.40 Crore duringthe FY 2013 -14 as against Rs. 104.26 Crore in the previous year. The Profit after tax for the year is Rs.6.08 lacs as compared to profit of Rs. 11.68 lacs in the previous year.

Dividend

Your Directors feel that there is a need to conserve resources for future plans and regret their inability torecommend any dividend for the current year.

Change of Registered Office

In order to manage the entire operations more economical and more efficient, the Company has shiftedits registered office from 3, Saheed Nityananda Saha Sarani, Kolkata – 700 001 to Village: Bhasa, No.

14, P.O. & PS: Bishnupur, Diamond Harbour Road, South 24 Paraganas, WB – 743503 with effect from01st April, 2014. Due Compliances in this regard have been completed.

Public Deposits

Your Company has not accepted any fixed deposit during the year under review in terms of Section 58A ofthe Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 and hence noamount of principal or interest was outstanding as at the Balance Sheet date.

Directors

In accordance with the provisions of the Companies Act, 2013, Mr. Deo Kishan Kalwani (DIN 03363450),


13

Whole Time Director of the Company retires by rotation at the conclusion of the forthcoming AnnualGeneral Meeting and being eligible, has offered himself for re-appointment.

Mr. Kashi Nath Agarwal and Mr. Mohan Kumar Tiwary resigned from the Directorship of the Company witheffect from 03rd October, 2013. Your Directors appreciate the service rendered by them to the Company.

Mr. Deo Kishan Kalwani (DIN 03363450), being appointed as Whole-Time Director of the Company witheffect from 01st April, 2014. Appropriate resolution for his reappointment is being placed before you foryour approval at the ensuing Annual General Meeting.

Mr. Jitendra Tiwari (DIN 00228352) and Mrs. Ananya Dey (DIN 01297763), being non-executive independentdirectors have submitted a declaration to the Board that they meet the criteria of independence asprovided under section 149(6) of the Act. In compliance with the provisions of section 149 read withSchedule IV of the Act, the appointment of these directors as Independent Directors is now being placedbefore you for your approval.

Your Company has received from the Independent Directors Certificate of Independence, as enumeratedin section 149(6) of the Companies Act,2013.

The brief resume and other information of the eligible directors in terms of the provisions of clause 49 ofthe Listing Agreement with Stock Exchanges have been detailed elsewhere in the notice. Your Directorsrecommends his reappointment as Director of your Company.

Directors’ Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

l In preparation of the annual accounts, the appropriate accounting standards have been followed.There are no material departures from these applicable accounting standards.

l the directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company as at 31st March, 2014 and its loss for the year ended on that date.

l The directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities.

l The directors have prepared the annual accounts on a going concern basis.

Auditors and Auditors’ Report

The Statutory Auditors of the Company, M/s Maloo & Co., Chartered Accountants, Kolkata (Firm RegistrationNo.310062E), retire at the ensuing Annual General Meeting and have confirmed their eligibility andwillingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommendsthe re-appointment of M/s Maloo & Co., Chartered accountants, as the Auditors of the Company upto theconclusion of next Annual General Meeting.

Cost Audit

As per the Cost Audit Order vide no. 52/26/CAB- 2010 dated November 6, 2012, issued by the MCA underSection 233B of the Companies Act, 1956, the board had appointed M/s. D. Sabyasachi & Co., CostAccountants, Kolkata to carry out the cost audit of the Company for the financial year 2012-13. The duedate for filing the cost audit report for the financial year 2012-13 was September 30, 2013. This report wasfiled within the prescribed time in the XBRL format with the MCA.

Pursuant to section 148 of the Companies Act, 2013 and subject to notification of rules thereunder, theboard of directors on the recommendation of the audit committee appointed M/s. D. Sabyasachi & Co.,Cost Accountants, Kolkata, as the Cost Auditors of the Company for the financial year 2014-15. M/s. D.Sabyasachi & Co. have confirmed that their appointment is within the limits and they are free from anydisqualifications as provided in section 141 of the Companies Act, 2013.


14

Particulars of Employees

None of the employees employed throughout the year or part of the year who was in receipt of salary ofRs. 5,00,000 /- or more per month or Rs. 60,00,000 /- or more per annum, therefore, no details have beenprovided or required under section 217 (2A) of the Companies Act, 1956 read with the Company (Particularsof Employees) Rules, 1975.

Industrial Relations

The Company continued to attract and retain qualified and diligent employees. Various senior and junioremployees were recruited to add to the existing strength. During the year, your company maintainedharmonious and cordial Industrial Relations.

Management Discussion and Analysis

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges in India, theManagement’s Discussion and Analysis Report for the year under review, is presented in a separatesection forming part of the Annual Report and marked as Annexure ‘A’.

Corporate Governance

A separate section on Corporate Governance, as stipulated under Clause 49 of the Listing Agreementwith the Stock Exchanges in India, forming part of the Annual Report and marked as Annexure ‘B’.

A certificate from the Auditors of the Company M/s Maloo & Co., Chartered Accountants, Kolkata, confirmingcompliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, isannexed to this Report.

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

Particulars required to be furnished under Section 217(1) (e) of The Companies Act, 1956 read withCompanies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988.

i. Part A and Part B of the Rules, pertaining to conservation of Energy and technology absorption, arenot applicable to the Company

ii. Foreign Exchange earnings and outgoEarning NilOutgo Nil

Acknowledgement

Your Directors wish to convey their sincere appreciation to all of the Company’s employees and workersat all level for their enormous personal efforts as well as their collective contribution to the Company’sperformance.

Your Directors also wish to thank to all the shareholders, customers, dealers, suppliers, bankers, financialinstitutions, Govt. authorities and all the other business associates for the continued support given bythem to the Company and their confidence in its management.

Registered Office: By Order of the Board of Directors

14, Bishnupur, Diamond Harbour Road,Bhasa, South 24 PGS - 743503

J.Tiwari

Date: 29th May, 2014. (Chairman)


Annexure - ‘A’

15

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Indian Economy and Industry Scenario

Despite the weakening Indian rupee against US dollar in current fiscal, the Economic Division ofDepartment of Commerce, Ministry of Commerce and Industry, Government of India has revised andreduced the achievable target of plastics exports to $7.5 billion as against earlier target of $10 billion. Thetarget for Indian exports of plastics and products thereof have been reduced in wake of number ofnegative factors prevailed across the globe in 2013-14. In addition, the review points out that while Indiahas capacities, availability of plastic raw materials for plastic processors at reasonable rates is a bigissue. More over upcoming Plastic Park, knowledge city, etc. supported by West Bengal Government willdefinitely add to the impact on the growth of Plastic Industry.

Economic Review

Two major trade partners for Indian plastic sector – China and Italy – have shown negative growth in themid economic review. Further, a negative trend in demand for Indian plastic products is observed fromkey markets like Europe and US for the woven sack/flexible intermediate bulk container (FIBC) sector.Also, plastic processing industry lacks economies of scales in production vis-a-vis its competitors inSouth East Asia. The good demand on domestic front is also considered as a disincentive for plasticsexports by the mid-term review.

Industry’s Structure and Developments

Plastics today form a substantial portion of the purchase basket of common man in terms of packagingand items of necessities. Plastics are fast growing Industry in India with vast export potential. TheIndustry contributes significantly to the direct and indirect taxes to the Government of India. It also has avast potential to generate employment in the country. It is expected that the Industry will continue to growin future and contribute to the overall development of the country.The company’s polymer compounds business is directly related to the fortunes of cable industry/packaging industry / footwear industry. If there is demand push in these segments of Indian economy, thetop line and bottom line of the Company will significantly increase.

Opportunities and Threats

The Board of Directors is considering several action plans to grab the opportunities in order to augmenta revival plan of the Company. The Management has undertaken a detailed SWOT analysis to find outappropriate growth plans to identify the weaknesses and threats.

Future Outlook of the Company

The performance of the Company in the financial year 2013-14 is not satisfactory as compared to previousyear. The directors are planning to undertake setting up of new projects and consequent arrangement offinance from banks / financial institutions to make the company viable.

Risk Management

Based on the operations of the Company, new risks, if any, are identified and steps are taken to mitigatethe same. At Kalpena Plastiks Ltd, management ensures that risks are adequately measured, estimatedand controlled to enhance shareholders value.

Internal Control System and their adequacy

The Company believes that its internal control system and procedures are commensurate with its size


and provides, among others, a reasonable assurance that transactions are executed with Managementauthorization and ensure preparation of financial statements are prepared conformity with establishedaccounting principles and that the assets of the Company are adequately safeguarded against significantmisuse or losses.

The Company has proven ongoing system of internal controls so to ensure optimal utilization of theCompany’s resources and protection thereof, facilitating accurate and speedy compilation of accounts,management information reports and regular and adequate compliance with statutes, laws andregulations. The Company has a well defined organization structure, authority levels and internal guidelinesand rules for each area of functions.

Financial Performance and analysis

Particulars 2013-2014 2012-2013

Sales & other Income 40.01 10426.23

Profit before Depreciation, Interest & Tax 9.30 14.85

Profit before Tax 8.16 14.16

Less : Provision for Tax 2.08 2.48

Profit After Tax 6.08 11.68

Add: Profit brought forward from previous year. 35.52 23.84

Balance Carried to B/S 41.60 35.52

Human Resources

The Company believes that Human Resource represents the most valuable asset which provides anedge over its competitors. Human resource is considered as key to the future growth strategy of theCompany and looks upon to focus its efforts to further align human resource policies, processes andinitiative to meet its business needs. The Company is continuously stepping up its efforts for optimumutilization of workforce. The Company’s expansion program will enable to improve upon its present skillformation program. This is necessary because the Company is moving towards higher automation.

Cautionary Statement

Statements in the Management Discussion and Analysis describing the Company’s objectives,projections, estimates, and expectations may be ‘forward looking statements’ within the meaning ofapplicable securities laws and regulations. Actual results could differ materially from those expressed orimplied. Important factors that could make a difference to the Company’s operations include economicconditions affecting demand/supply and price conditions in the domestic and overseas markets in whichthe Company operates, changes in the Government regulations, tax laws, certain resumptions on whichestimates are based and other incidental factors.

16

( In Lacs)


Annexure - ‘B’

REPORT ON CORPORATE GOVERNANCE

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE:

Corporate Governance which encompasses the moral, ethical and legal framework within whichan organization functions has become imperative today. Good governance practice stems fromculture and mindset of the organization. Kalpena Plastiks Limited is conscious of the fact that thesuccess of the organization is reflection of the professionalism, conduct and ethical values of itsmanagement and employees. Thus your company envisages an attainment of transparency,accountability, and propriety in total functioning of the company and conduct of business, bothinternally and externally. Our governance practice stems from an inherent desire to improve andinnovate and reflects the culture of trusteeship that is deeply ingrained in our value system andforms part of strategic thought process.

Kalpena Plastiks believes in maintaining the highest standards of Corporate Governance and itsCompany’s constant endeavor to adapt the best corporate Governance practice as laid down ininternational codes of Corporate Governance and as practiced by well known global companies.Some of the best global governance norms put into practice include the following:

Ø All securities related filing with the Stock Exchange and SEBI are reviewed every quarter by theShareholders’ / Investors’ Grievances Committee of Directors of the Company.

Ø The Company also undergoes secretarial audit conducted by an Independent CompanySecretary in whole time practice. The quarterly audit reports are well placed before the Boardand the Annual audit report placed before the Board is included in the Annual Report.

2. BOARD OF DIRECTORS:

The Board of directors (“the Board”) is at the core of Company’s Corporate Governance practicesand oversees how Management serves and protects the long term interest of the stakeholders. Itbrings in strategic guidance, leadership and independent view to Company’s Management whiledischarging its fiduciary responsibilities thereby ensuring that Management adheres to higheststandards of ethics, transparency and disclosure.

Our policy towards the Composition of Board is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of Board and to separate itsfunctions of Governance and Management.

The size and composition of the Board confirms to the requirement of Clause 49 of the ListingAgreement with Stock Exchanges. The Board of Directors presently consists of 3 Directors, two ofthem are Non–Executive Directors and one is Executive Director. The Chairman of the Company isNon-Executive. The Composition of Board of the Company is as detailed below:

Name Designation Category Attendance Particulars Outside Directorships & Committee Position

Board Last Other Director Committee Committee

Meeting AGM ships* Memberships# Chairmanships#

Mr. J.Tiwari Chairman Non Executive & Independent 9 Yes - - -

Mr. Deo Kishan Whole-Time Executive & Professional 9 Yes - - -

Kalwani@ Director

Mrs. Ananya Dey$ Director Non Executive & Independent 4 No - - -

Mr. Kashi Nath Director Non Executive & Independent 2 No - - -

Agarwal**

Mr. Mohan Kumar Director Non Executive & Independent 2 No - - -

Tiwary**

17


* Directorship includes only Public Companies.

# Committees includes Audit Committee, Shareholders Grievance Committee and Remuneration

Committee.

** Resigned from the Board w.e.f.03.10.2013.

@ Appointed as Whole-Time Director w.e.f.01.04.2014.

$ Appointed w.e.f.11.09.2013

None of the Directors hold any shares of the Company.

Independent Director is defined as one, who apart from receiving sitting fee as a director does not

have any other material pecuniary relationship or transactions in his personal capacity with Company.

BOARD MEETINGS :

The meetings of the Board of Directors are normally held at the Company’s Registered Office at

Kolkata. During the financial year 2013-2014, The Board met nine times during the year under review,

the details whereof is given below. The gap between two Board meetings did not exceed 4 months.

Sl. No. Date Sl.No. Date

1 30th May, 2013 6 21st January, 2014

2 13th August, 2013 7 14th February, 2014

3 11th September, 2013 8 26th March, 2014

4 3rd October, 2013 9 28th March, 2014

5 13th November, 2013

3. COMMITTEES OF THE BOARD:

Currently, there are two Board Committees– the Audit Committee and the Share Transfer and

Investors Grievances Committee. The terms of reference of the Committee(s) detailing their

scope of work are determined by Board from time to time. The Board periodically reviews the

minutes of the meetings of Audit Committee and the Share Transfer and Investors Grievances

Committee. Composition, terms of reference, number of meetings and related attendance etc.,

of these committees are detailed.

3.1. AUDIT COMMITTEE:

In compliance with Clause 49 of the Listing Agreement as well as of Section 292A of the

Companies Act, 1956, the Board has constituted an Audit Committee. This Committee of the

Board, inter alia, provides reassurance to the Board on the existence of an effective internal

control environment that ensures:

l Efficiency and effectiveness of operations;

l Safeguarding of assets and adequacy of provisions for all liabilities;

l Reliability of financial and other management information and adequacy of disclosures;

l Compliance with all relevant statutes.

The Committee presently comprises three Directors, all of whom are Independent. The Audit Committee

Chairman, Mr. Jitendra Tiwari is a Non-Executive Independent Director having adequate management

expertise and sound financial knowledge.

18


19

All the Members of the Committee have good knowledge of finance, accounts and company law within

the meaning of clause II (A) explanation 1 of Clause 49 of the Listing Agreement. During the year

under review, the committee met 4 times on 30.05.2013, 13.08.2013, 13.11.2013 and 14.02.2014. The

Composition of the Committee and the attendance at each Committee Meetings are as follows :-

Name of Director Category Attendance of Directors

30.05.2013 13.08.2013 13.11.2013 14.02.2014

Mr. Jitendra Tiwari Non-Executive Independent Yes Yes Yes Yes

Mr. Deo Kishan Kalwani Executive Professional Yes Yes Yes Yes

Mr. Kashi Nath Agarwal* Non-Executive Independent Yes NO No No

Mrs. Ananya Dey @ Non-Executive Independent NA NA Yes Yes

* Resigned from the Board with effect from 03rd October, 2013.@ Appointed w.e.f. 11.09.2013

Term of reference:

The terms of reference to the Committee are in accordance with paragraph C and D of clause 49(II)

of the listing agreement entered into with the stock exchanges and major terms of reference, inter

alia, include the following :

E Reviewing Company’s Financial reporting process.E Reviewing the Annual financial statements,E Reviewing the Internal Audit systems, if any and the adequacy of Internal Control Systems andE Reviewing the Company’s Financial and Risk Management policies.

3.2 SHARE TRANSFER & INVESTORS GRIEVANCE COMMITTEE :

The Company has constituted Share Transfer & Investors Grievance Committee to specifically look

into the redressal of Investors’ Complaint primarily focuses on :

1. Review of the investor complaints and their redressal.

2. Review of queries received from investors.

3. Review of the work done by the Share Transfer Agent relating to Share Transfer, Issue of

Duplicate shares and other related matters.

4. Review of the corporate action related to the shareholders issue.

5. To authorize Managers/ Officers/Signatories for signing Share Certificates.

6. Such other functions as may be assigned by the Board.

To expedite the process and for effective resolution of grievances / complaints, the Committee hasdelegated powers to the Share Transfer Agents and its officials to redress all complaints / grievances /inquiries of the shareholders’ / Investors’. It redresses the grievances / complaints of shareholders’ /investors’ under the supervision of the Compliance Officer of the Company.

Composition:

The Shareholder’s Grievance Committee and has the following composition:

a. Mr. Deo Kishan Kalwani – Chairman (Executive) **b. Mr. Jitendra Tiwari – Member (Non-Executive)c. Mr. Mohan Kumar Tiwary - Member*d. Mrs. Ananya Dey - Member @

* Resigned from the Board w.e.f.03.10.2013

** Designated as Chairman w.e.f.16.01.2013@ Appointed w.e.f 11.09.2013


20

The Committee met 16 times during the year 2013-2014.

The attendance of each member of the Committee is given below:

Serial Name Meeting held during the year Meeting attendedNo.

1 Mr. Jitendra Tiwari 16 16

2 Mr. Deo Kishan Kalwani 16 16

3 Mr. Mohan Kumar Tiwary 16 8

4 Mrs. Ananya Dey 16 8

During the year ended 31st March, 2014, one complaint was received and all have settled.

Details of Remuneration Paid to Executive & Non- Executive Directors:

The Non- Executive Directors of the Company are not paid any remuneration and they have foregone

their sitting fees for attending meetings of Board and Committees of Directors.

The Executive Director, Mr. D.K.Kalwani is paid Rs. 19,000/- per month with effect from 01st April, 2014.

4. DETAILS OF GENERAL MEETING

The Company held its last three Annual General Meetings as under:

Financial Date Time Venue Whether any Special Resolution

Year passed or not.

2012-2013 30th September, 2013 10.00 A.M 3, Saheed Nityananda Saha NoneSarani, Kolkata � 700 001

2011-2012 29th September,2012 10.00 A.M 3, Saheed Nityananda Saha Special Resolution for keeping RegisterSarani,Kolkata � 700 001 of Members and copies of annual

returns etc. at RTA�s Office.

2010-2011 30th September,2011 10.00 A.M 3, Saheed Nityananda Saha NoneSarani,Kolkata � 700 001

4.1. Extra-Ordinary/ Other General Meeting : No Extra – Ordinary General Meeting of the Shareholder

was held during the year.

4.2. Postal Ballot: Postal Ballot was conducted during the year for shifting of registered office from

3, Saheed Nityananda Saha Sarani, Kolkata – 700 001 to Village: Bhasa, No. 14, P.O. & PS:

Bishnupur, Diamond Harbour Road, South 24 Paraganas, WB – 743503, which falls within the

State of West Bengal but outside the local limits of Kolkata. The result was declared on Monday,

03rd March, 2014 at 03:00 P.M. at 3, Saheed Nityananda Saha Sarani, Kolkata – 700 001. It was

passed with requisite majority and the said date of declaration of result of Postal Ballot is taken

to be the date of passing of the Resolution.

4.3. Pledge of Shares: No Pledge has been created over the Equity Shares held by the Promoters

and/or Promoters Group Shareholders during the Financial Year ended 31st March, 2014.

4.4. Review of legal compliance reports: During the year, the Board periodically reviewed reports

placed by the management with respect to compliance of various laws applicable to the Company.

5. DISCLOSURES:

5.1. Disclosures on materially significant related party transactions that may have potential conflict


21

with the interest of the company at large :-

There are no materially significant transactions made by the company with its promoters,

Directors or Management or relatives etc. that may have potential conflict with the interest of the

Company at large.

However, attention of the members is drawn to the disclosure of transactions with the related

parties and transactions as required under Accounting Standard (AS) 18 on Related Party

Disclosures prescribed under the Companies Act, 1956 set out in Notes 7 (7) of Schedule

forming part of the Annual Report.

5.2. Details of Non compliance:-

The company has complied with the requirements of the stock exchanges, SEBI and other

authorities on all matters relating to capital market during last three years. No penalties or

strictures have been imposed on the Company by Stock Exchanges or SEBI or any other

authorities relating to the above.

5.3. Disclosure of Risk Management :-

The company has laid down procedures to inform the Board Members about the risk assessment

and risk mitigation mechanism, which is periodically reviewed and reported to the Board of

Directors by Senior Executives.

5.4. Compliance of Clause 49 :-

The company has complied with the entire mandatory requirement to Clause 49 of the Listing

Agreement executed with the Stock Exchanges.

5.5. Proceeds from Issues, if any: - Not Applicable.

Secretarial Audit :

A qualified practicing Company Secretary carried out Secretarial audit to reconcile the total admitted

equity capital with National Securities Depositories Limited (NSDL) and Central Depository Services

(India) Limited (CDSL) and the total issued and listed equity capital. The Secretarial Audit Report

called the Reconciliation of Share Capital Audit Report confirms that the total issued/ paid up capital

is in agreement with the total number of shares in physical form and the total number of dematerialized

shares held with NSDL and CDSL.

6. MEANS OF COMMUNICATION :

6.1. The Company would like to constantly communicate with our investors about the operations and

financial results of the Company. The quarterly results are normally published in the Financial

Express in English and Arthik Lipi in Bengali. The Company intimates the financial result to the

Stock Exchange immediately after they are taken on record by the Board.

6.2. BSE Corporate Compliance & Listing Centre (the “Listing Centre”):The Listing Centre of BSE is a web based application designed by BSE for corporates. All periodicalcompliance filings like shareholding pattern, corporate governance report, media releases, etc. arealso filed electronically on the Listing Centre.

6.3. SEBI Online Complaints Redress System (SCORES):

The investor complaints are processed in a centralized web based complaints redressal system.

The salient features of this system are: Centralized database of all complaints, online upload


22

of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of

actions taken on the complaint and its current status.

Resume and other information of the Directors seeking appointments / re - appointment at the

ensuing Annual General Meeting as required under Clause 49 of the Listing Agreement are given as

an annexure to the notice convening the ensuing Annual General Meeting.

The Management Discussion and Analysis Report forms part of the Directors’ Report. All matters

pertaining to industry structure and developments, opportunities and threats, outlook, risks and

concerns, internal control and systems, etc are discussed in the said report.

7. GENERAL SHAREHOLDERS INFORMATION :

(i) Annual General Meeting (AGM)

Day, Date & Time : Tuesday, 30th day of September, 2014 at 10.00 A.M.

Venue : Bhasa,No.14, Bishnupur, Diamond Harbour Road,

Bhasa-743503

(ii) Date of Book Closure : Monday 22.09. 2014 to Tuesday 30.09. 2014

(both days inclusive)

(iii) Financial Calendar for Year 2014-2015 (tentative)

The Company follows the financial year from April to March.

For the quarter ending 30th June, 2014 Within 45 days of

For the quarter & half year ending 30th September, 2014 the end of the

For the quarter ending 31st December, 2014 quarter.

Within 60 days of

For the quarter & year ending 31st March, 2015 (Audited) the end of the

Quarter

(iv) Listing on Stock Exchanges: The Share of the Company is listed in the following Exchanges.

Name of the Stock Exchanges Stock Code

The Bombay Stock Exchange Ltd. (BSE) 523652

The Calcutta Stock Exchange Association Ltd. (CSE) 29050

The Delhi Stock Exchange Association Ltd. (DSE) 19082

(v) Dematerialization of shares and liquidity:

Trading in the Equity Shares of the Company is permitted only in dematerialised form.

Shareholders may therefore, in their own interest, dematerialise their holdings in physical

form, with any one of the Depositories namely National Securities Depository Ltd (NSDL)

and Central Depository Services (India) Ltd (CDSL). The ISIN No. for the Equity Shares of

the Company is INE465K01016. As on 31st March, 2014, 4186600 shares representing

75.73% of the Equity Shares stand dematerialised. It may be noted that in respect of

shares held in demat form, all the request of shares held in demat form for nomination,

change of address, NECS, Bank Mandate and rematerialisation etc. are to be made only

to the Depository Participant (DP) of the Shareholders.

(vi) Registrar & Transfer Agent:

Any communications related to share matters of the Company should be made to M/s. C B

}

}


23

Management Services (P) Limited. Address of which is given below:

M/s. C B Management Services (P) Limited

P-22- Bondel Road, Kolkata – 700 019

Phone: 033 2280 6692 / 93/ 94/ 2486 / 4011 6700

Fax: 033 2287 0263

E mail: [email protected]

(vii) Share Transfer System:

Share transfer is done through depositories with no involvement of the Company within a

maximum period of 10 days from the date of receipt provided the documents are valid and

complete in all respects. All Share transfers are approved by the “Share Holders Grievance

Committee”. The Company has appointed M/s. CB Management Services (P) Ltd., Kolkata

as a common agency for share registry work. The Company obtains from a Company

Secretary in practice half- yearly certificate of compliance with the share transfer formalities

as required under Clause 47 (C) of the Listing Agreement with Stock Exchanges and files

a copy of the certificate with the Stock Exchanges.

(viii) Investor Grievance Redressal System.

The investor grievances against the company are handled by the Company’s RTA, M/s. CB

Management Services (P) Ltd., Kolkata, in consultation with the Secretarial Department of

the Company. The Registrars have adequate skilled staff with professional qualifications

and advance computer systems for speedy redressal of investor’s grievances. The total

process of settlement of a complaint right from its receipt to disposal is fully computerized

to ensure timely settlement. It normally takes 10 days from the date of receipt of complaint

for disposal of investor grievances.

(ix) Market Price Data :

The shares of the company are currently traded at BSE. The Stock Market data from 1st April

2013 to 31st March 2014 is given below:

Bombay Stock Exchange Limited

Months Monthly High Monthly Low Sensex highest Sensex lowestPrice Price

April 13 8.25 7.47 19,622.68 18,144.22

May 13 7.10 5.45 20,443.62 19,451.26

June 13 5.19 3.69 19,860.19 18,467.16

July 13 3.52 3.36 20,351.06 19,126.82

August 13 3.20 3.06 19,569.20 17,448.71

September 13 3.21 2.92 20,739.69 18,166.17

October 13 NA NA 21,205.44 19,264.72

November 13 NA NA 21,321.53 20,137.67

December 13 3.15 3.00 21,483.74 20,568.70

January 14 3.15 3.00 21,409.66 20,343.78

February 14 3.64 3.16 21,140.51 19,963.12

March 14 3.63 3.28 22,467.21 20,920.98


(x) Distribution Schedule as on 31.03.2014.

Range of Shares No of Share % of Total No of Shares % of Total Holders Share Holders Share Holdings

1 to 500 18508 99.40 1251091 22.63

501 to 1000 65 0.35 49725 0.90

1001 to 2000 30 0.16 42100 0.76

2001 to 3000 9 0.05 21980 0.40

3001 to 4000 1 0.00 3100 0.06

4001 to 5000 1 0.00 4950 0.09

5001 to 10000 1 0.00 8000 0.14

10001 to Above 5 1.04 4147589 75.02

TOTAL 18620 100.00 5528535 100.00

(xi) Share Holding Pattern as on 31.03.2014

Category No. of Shares Held % of holding

Promoter’s Holding

i) Individual / HUF 0.00 0.00

ii) Bodies Corporate 4007300 72.48

Total Promoter’s Holdings 4007300 72.48

Non Promoter’s Holding

Mutual Funds / UTI 0.00 0.00

Financial Institutions / Banks 50 0.00

Private Body Corporate 137638 2.49

Indian Public 1380952 24.98

Non-Resident Indian 300 0.01

Clearing Members 2295 0.04

Total Non Promoters Holdings 1521235 27.52

Total 5528535 100%

24


25

(xii) Outstanding GDRs/ ADRs/ Warrants / Convertible Instruments and likely impact on Equity

As on 31st March, 2014, there are no outstanding GDRs, ADRs, convertible warrants or any other

instruments convertible into equity shares, issued by the Company.

(xiii) Corporate Identity Number (CIN)

The Company is registered with the Registrar of Companies, Kolkata; West Bengal. The CorporateIdentity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) isL25200WB1989PLC047702.

(xiv) Reconciliation of Share Capital Audit

A Qualified Practicing Company Secretary carried out the Quarterly Reconciliation of Share CapitalAudit to reconcile the total admitted equity capital with National Securities Depository Limited (NSDL)and the Central Depository Services (India) Limited (CDSL) of the total issued and listed EquityShare Capital. The Report on Reconciliation of Share Capital confirms that the total issued/paid upcapital is in agreement with the total number of shares.

(xv) Correspondence related to shares / queries/requests :

1. M/s. C B Management Services (P) Limited

P-22- Bondel Road, Kolkata – 700 019

Phone: 033 2280 6692 / 93/ 94/ 2486 / 4011 6700

Fax: 033 2287 0263

E mail: [email protected]

2. Alternatively investors may contact to;

Kalpena Plastiks Limited,14, Bishnupur, Diamond Harbour Road,Bhasa, South 24 PGS - 743503Phone: 033 3020 7856/57, E Mail: - [email protected]

Declaration regarding Affirmation of Code of Conduct.

I Jitendra Tiwari, Chairman of Kalpena Plastiks Limited, hereby declare that, all the members of the

Board of Directors and Senior Management personnel have affirmed compliance with the Code of

Conduct, applicable to them as laid down by the Board of Directors in terms of Clause 49(I) (D) (ii)

of the Listing Agreement entered into with Stock Exchanges, for the year ended 31st March, 2014.

Place : Kolkata For Kalpena Plastiks Limited

Date : 29th May, 2014

J.Tiwari

(Chairman)


26

AUDITORS’ COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofKalpena Plastiks Limited

We have examined the compliance of conditions of Corporate Governance by Kalpena Plastiks Limitedfor the year ended 31st March, 2014, as stipulated in clause 49 of the Listing Agreement of the saidCompany with Stock Exchange(s).

The compliance of conditions of Corporate Governance is the responsibility of management. Ourexamination was limited to the procedures and implementation thereof, adopted by the Company forensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor anexpression of opinion on the financial statements of the company.

In our opinion, and to the best of our information, and according to the explanations given to us, we certifythat the Company has complied with the conditions of Corporate Governance as stipulated in the abovementioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Companynor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Place : Kolkata For Maloo & Co.Dated : 29th May, 2014 Chartered Accountants

(J. L. Maloo)Partner

Membership No. 300/17649Firm Registration No. - 310062E


AUDITOR’S REPORTTo the Members ofM/S. KALPENA PLASTIKS LIMITED

We have audited the accompanying financial statements of M/S. KALPENA PLASTIKS LIMITED whichcomprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash FlowStatement for the year then ended, and a summary of significant accounting policies and other explanatoryinformation.

Management is responsible for the preparation of these financial statements that give a true and fair viewof the financial position, financial performance and cash flows of the Company in accordance with theAccounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“theAct”). This responsibility includes the design, implementation and maintenance of internal control relevantto the preparation and presentation of the financial statements that give a true and fair view and are freefrom material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audit. We conductedour audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountantsof India. Those Standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe financial statements. The procedures selected depend on the auditor’s judgment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraud orerror. In making those risk assessments, the auditor considers internal control relevant to the Company’spreparation and fair presentation of the financial statements in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by management, as well asevaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.

In our opinion and to the best of our information and according to the explanations given to us, thefinancial statements give the information required by the Act in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; andc) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the CentralGovernment of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexurea statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company sofar as appears from our examination of those books

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by thisReport are in agreement with the books of account.

27


d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statementcomply with the Accounting Standards referred to in subsection (3C) of section 211 of theCompanies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2014, andtaken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cessis to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rulesunder the said section, prescribing the manner in which such cess is to be paid, no cess isdue and payable by the Company.

For MALOO & CO.Chartered Accountants

3A, Surendra Mohan Ghosh Sarani2nd floor ( J. L. MALOO )

Kolkata – 700001 PartnerDated: The 29th Day of May 2014 Membership No.300/17649

Firm Registration No. - 310062E

28


29

Annexure to the Auditors’ Report

Referred to paragraph 3 of our report of even date on the accounts for the year ended 31st March,2014 of M/S. KALPENA PLASTIKS LIMITED.

(1) According to the information and explanations given to us :

(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Fixed Assets.

(b) As explained to us, all Fixed Assets have been physically verified by management duringthe year and there is regular programme of verification which, in our opinion, is reasonablehaving regard to the size of the company and the nature of those assets. No materialdiscrepancies were noticed on such verification.

(c) None of the Fixed Assets of the company has been revalued during the year.

(2) In respect of Inventories :

(a) As explained to us, the inventories have been physically verified during the year by themanagement at regular intervals. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the explanation given to us, the procedures of physicalverification of inventories followed by the management is reasonable and adequate inrelation to the size of the company and the nature of its business.

(c) The company has maintained proper records of inventory. The discrepancies noticed onphysical verification between the physical stocks and the book records were not materialhaving regard to the size of operation of the company and have been dealt with in theBooks of Accounts.

(3) (a) The Company has granted unsecured loans to one of the party listed in the registermaintained under section 301 of the Companies Act, 1956. Maximum amount involved inthe transaction is Rs.4,51,60,336/- and the year end balance is Rs. 4,51,60,336/-.

(b) In our opinion and according to the information and explanation given to us, the rate ofinterest and other terms and conditions of unsecured loans given by the company are not,prima facie prejudicial to the interest of the Company. Except loans and advances given toTara Holdings Private Limited on which interest has not been provided.

(c) According to the information and explanation given to us, receipt of Principal amount andinterest are also regular during the year.

(d) In respect of loans given by the Company, these are repayable on demand and thereforethe question of over-due amount does not arise.

(e) The Company has taken unsecured loans from none of the party listed in the registermaintained under section 301 of the Companies Act, 1956.

(f) In our opinion and according to the information and explanation given to us, the rate ofinterest and other terms and conditions of unsecured loans taken by the company are not,prima facie prejudicial to the interest of the company.

(g) According to the information and explanation given to us, payment of Principal amountand interest are also regular during the year.


30

(4) In our opinion and according to the information and explanations given to us, there are adequateinternal control systems commensurate with the size of the company and the nature of businesswith regard to purchase of inventory, fixed assets and with regard to the sale of goods. Duringthe course of our audit, we have not observed any continuing failure to correct major weaknessesin internal controls systems.

(5) (a) In our opinion and according to the information and explanations given to us, we are of theopinion that the transactions that need to be entered into the register maintained undersection 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, transactionmade in pursuance of contract or arrangement has been entered in the register maintainedunder section 301 of the Companies Act, 1956 and transactions exceeding the value of 5,00,000.00 in respect of any party during the year have been made at prices which isreasonable having regard to prevailing market prices at the relevant time.

(6) In our opinion and according to the information and explanations given to us, the Company hasnot accepted deposits within the meaning of the provisions of Section 58A and 58AA or anyother relevant provisions of the Companies Act, 1956 and the Rules framed there under.

(7) In our opinion, the company has an Internal Audit System commensurate with the size andnature of its business.

(8) According to the information and explanations given to us, the Central Government hasprescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 ofthe Companies Act, 1956.

(9) In respect of Statutory Dues :

(a) The company is regular in depositing with the appropriate authorities undisputed statutorydues including Income tax and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no undisputed amountpayable in respect of Income-tax, Wealth Tax, Sales Tax, Excise Duty, Custom Duty, Cessand other statutory dues were in arrears, as at 31st March, 2014 for a period of more thansix months from the date they become payable.

(c) As explained to us Provident Fund and Employees State Insurance is not applicable duringthe year under review.

(d) According to the information and explanations given to us, there are dues of Income-tax,which has not been deposited on account of any dispute are as under :

Name of the Nature of Dues Demand amount Period to which Forum Wherestatute (RS) Amount relates dispute is

pending

Income Tax Act, Assessed tax 2534020/- A.Y.2008-09 Rectification1961 U/S143 (1) U/s.154 filled

with A.O.

(10) The Company does not have accumulated losses at the end of financial year. The Company

has incurred cash losses during the financial year covered by our audit but no cash loss

was incurred in the immediately preceding financial year.


(11) In our opinion and according to the information and explanations given to us, the company hasnot defaulted in the repayment of dues to the financial institutions, bank or debenture holders.

(12) In our opinion and according to the information and explanations given to us, the company hasnot granted any loans and advances on the basis of security by way of pledge of shares,debentures and other securities.

(13) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund /society. Therefore,the provisions of clause 4 (xiii) of CARO, 2003 (As amended) are not applicable to the company.

(14) The company is not in the business of dealing or trading in shares and securities. In ouropinion, proper records have been maintained of the transactions and contracts and timelyentries have been made therein. The investment in shares & securities have been held by thecompany in its own name.

(15) According to the information and explanations given to us, the company has not given anyguarantee for loans taken by others from bank or financial institution.

(16) In our opinion, the company has not taken any term loan.

(17) According to the information and explanations given to us and on an overall examination of thebalance sheet of the company, we report that no fund raised on short term basis have beenused for long term investment.

(18) According to the information and explanations given to us, the company has not madepreferential allotment of shares to parties and companies covered in the register maintainedunder section 301 of the Companies Act, 1956.

(19) According to the information and explanations given to us, the company has not issued anysecured debentures during the period covered by our audit report.

(20) According to the information and explanations given to us, the company has not raised anymoney through public issue.

(21) According to the information and explanations given to us, no fraud on or by the company hasbeen noticed or reported during the course of our audit.

3A, Surendra Mohan Ghosh Sarani, 2nd Floor, For MALOO & CO.

Kolkata – 700001 Chartered Accountants.

(J.L.MALOO)Dated : The 29th Day of May, 2014 PARTNER

Membership No. 17649Firm Registration No. 310062E

31


BALANCE SHEET AS AT 31ST MARCH, 2014

Figures as at the Figures as at the

Particulars Note end of current end of previous

No reporting period reporting period

31.03.2014 31.03.2013

I. EQUITY AND LIABILITIES

(1) Shareholder’s Funds

(a) Share Capital 1A 55285350.00 55285350.00

(b) Reserves and Surplus 1B 6159691.05 5551027.38

(2) Current Liabilities

(a) Trade payables 2A 854910.00 878888.00

(b) Other current liabilities 2B 315748.00 1470071.84

(c) Short-term provisions 2C 3465933.00 3695622.00

Total 66081632.05 66880959.22

II. Assets

(1) Non-current assets

(a) Fixed assets 3A

(i) Tangible assets 1175769.03 1217207.03

(ii) Capital work-in-progress 0.00 0.00

(b) Long term loans and advances 3B 1568044.00 1790728.00

(c) Other non-current assets 3C 0.00 0.00

(d) Non Current Investment 3D 200000.00 200000.00

(2) Current assets

(a) Inventories 4A 128984.00 128984.00

(b) Trade receivables 4B 2764331.00 20154719.43

(c) Cash and cash equivalents 4C 10718087.41 38337198.79

(d) Short-term loans and advances 4D 45332736.00 83329.00

(e) Other current assets 4E 4193680.61 4968792.97

Total 66081632.05 66880959.22

As per our report of even date attached.

FOR MALOO & CO. For & on behalf of the Board

Chartered Accountants

J. Tiwari

(J. L. MALOO) D. K. Kalwani

Partner

MEMBERSHIP NO: 300/17649

PLACE : Kolkata Firm Registration No. 310062E

DATE : The 29th day of May, 2014

32


PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31ST

MARCH, 2014

Figures as at the Figures as at the

Particulars Note end of current end of previous

No reporting period reporting period

31.03.2014 31.03.2013

I. Revenue from operations 5A 0.00 1040413990.54

II. Other Income 5B 4001361.85 2209256.33

III. Total Revenue (I +II) 4001361.85 1042623246.87

IV. Expenses:

Cost of materials consumed 6A 0.00 422116775.51

Purchase of Goods 6B 0.00 600012721.25Changes in inventories of finished goods 6C 0.00 11199217.00

and Stock-in-Trade

Employee benefit expense 6D 1454833.00 2834916.00Financial costs 6E 73136.00 24933.00

Depreciation and amortization expense 3A 41438.00 44044.55

Other expenses 6F 1615680.18 4974547.80

Total Expenses 3185087.18 1041207155.11

V. Profit before exceptional and extraordinary (III - IV) 816274.67 1416091.76

items and tax

VI. Exceptional Items 0.00 0.00

VII. Profit before extraordinary items and tax (V-VI) 816274.67 1416091.76

VIII. Extraordinary Items 0.00 0.00

IX. Profit before tax (VII - VIII) 816274.67 1416091.76

X. Tax expense:

(1) Current tax (Provision for Taxation) 207611.00 247787.00(2) Deferred tax 0.00 0.00

XI. Profit(Loss) from the period from continuing 608663.67 1168304.76

operations(IX-X)XII. Profit/(Loss) from discontinuing operations 0.00 0.00

XIII. Tax expense of discontinuing operations 0.00 0.00

XIV. Profit/(Loss) from Discontinuing 0.00 0.00operations (XII - XIII)

XV. Profit/(Loss) for the period (XI + XIV) 608663.67 1168304.76

XVI. Earning per equity share:

(1) Basic 0.11 0.21

(2) Diluted 0.11 0.21

As per our report of even date attached.

FOR MALOO & CO. For & on behalf of the Board


J. Tiwari

(J. L. MALOO)

Partner D. K. Kalwani

MEMBERSHIP NO: 300/17649

PLACE : Kolkata Firm Registration No. 310062E

DATE : The 29th day of May, 2014

33


CASH FLOW STATEMENT FOR THE YEAR ENDED 31.3.2014

AS on 31.3.2014 AS on 31.3.2013

DESCRIPTION :- Amount in Amount in

A. Cash Flow From Operating Activities :-

Net Profit before tax 816,275 1,416,092

Adjustment For :-Depreciation 41,438 44,045

Loss on sale of fixed asset - 524,115

Interest Income (3,562,603) (2,172,980)Miscellaneous Expenses W/off 30,000 30,000

Prov. For I. Tax Written back for Earlier years (44,478) -

Operating Profit before Working Capital changes (2,719,368) (158,728)

Working Capital Changes

(Increases) / Decrease in Trade Receivables 17,390,388 103,430,761(Increases) / Decrease in Inventories - 19,708,799

(Increases) / Decrease in Loans & Advances (45,026,723) -

(Increases) / Decrease in Other Assets 962,845 157,754Increases / (Decrease) in Trade Payables (23,978) (140,085,390)

Increases / (Decrease) in Other Liabilities & Provisions (1,154,324) 136,295

Cash generated from operations (30,571,160) (16,810,509)Income Tax & FBT paid (610,555) (247,787)

Net Cash Flow From Operating Activities A : (31,181,715) (17,058,296)

B. Cash Flow From investing Activities :-

Purchase of Fixed Assets

Sale of Fixed asset - 544,441

Interest Income 3,562,603 2,172,980Purchase of Shares - (200,000)

Net Cash Flow From Investing Activities B 3,562,603 2,517,421

C. Cash Flow from Finance Activities

Interest Paid - -

Net Cash Flow from Finance Activities C : - -

D. NET INCREASE/(DECREASE) IN CASH AND (27,619,112) (14,540,875)CASH EQUIVALENTS (A)+(B)+(C)

CASH & CASH EQUIVALENTS, beginning of the year 38,337,199 52,878,074

CASH & CASH EQUIVALENTS, end of the year 10,718,087 38,337,199

(Refer note 2 below)

NOTE:

1) The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in the AccountingStandard-3 on Cash Flow Statement issued by the Institute of Chartered Accountants of India.

2) Cash and Cash equivalents as at the end of March, 2014

3) Previous Year’s figures has been regrouped wherever necessary.

3A, Surendra Mohan Ghosh Sarani For MALOO & COMPANY For and on behalf of the Board

Kolkata - 700001 Chartered AccountantsJ.L.Maloo J. Tiwari

Place : Kolkata (Partner)

Dated : 29th Day of May, 2014 Membership No. 17649 D. K. Kalwani

Firm Registration No.310062E

34


NOTES TO ACCOUNT

As on As on

31.03.2014 31.03.2013

I. EQUITY AND LIABILITIES

1 Shareholder’s Funds

A. SHARE CAPITAL

a) Authorised (8000000 Es of Rs.10/- each) 80000000.00 80000000.00

b) Issued,Subscribed & Fully Paid Up 55285350.00 55285350.00

(5528535 Es of Rs.10/- each)

c) Subscribed & Not Fully Paid Up 0.00 0.00

d) Per Value Per Share 10.00 10.00

e) Calls Unpaid

By Director 0.00 0.00

By Officers 0.00 0.00

f ) Forfited Share (amount originally paid up) 0.00 0.00

55285350.00 55285350.00

B. RESERVES & SURPLUS

a) Capital reserves 2000000.00 2000000.00

b) Capital Redemption Reserves 0.00 0.00

c) Securities Premium Reserves 0.00 0.00

d) Debenture Redemption Reserves 0.00 0.00

e) Revaluation Reserves 0.00 0.00

f ) Share option outstanding Account 0.00 0.00

g) Special Reserves

Profit & Loss A/c. 3551027.38 2382722.62

Add: For the year 608663.67 4159691.05 1168304.76 3551027.38

6159691.05 5551027.38

2 Current Liabilities

A. Trade Payables 854910.00 878888.00

854910.00 878888.00

B. Other current liabilities

a) Other Payable 290568.00 1353497.50

b) Statutory Liability 25180.00 116574.34

315748.00 1470071.84

C. Short term provisions

a) Provision for Income Tax 3449164.00 3678853.00

b) Provision for FBT 16769.00 16769.00

3465933.00 3695622.00

35


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As on As on

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37

II. Assets

3 Non-current assets

B) Long Term Loans and Advances

Capital Advances 1500000.00 1658000.00

Security Deposits 68044.00 132728.00

1568044.00 1790728.00

C) Other Non-Current Assets

Long Term Trade Receivable 0.00 0.00

0.00 0.00

D) Non-current Investment

20000 Shares of Isana Green Ventures Ltd. 200000.00 200000.00

4 Current Assets

A. Inventories

Raw Materials 0.00 0.00

Work in Progress 0.00 0.00

Finished Goods 128984.00 128984.00

Stock in Trade 0.00 0.00

128984.00 128984.00

B. Trade Receivable 2764331.00 20154719.43

2764331.00 20154719.43

C. Cash & Cash Equivalent

a) Balance with Bank

In Current Account 3515097.06 2194499.09

Bank deposits with more than 12 months maturity 6921365.46 17391994.31

b) Cheques, Drafts on hand 0.00 17288306.00

c) Cash-in-hand 281624.89 1462399.39

10718087.41 38337198.79

D. Short Term Loans and Advances

a) Loans and Advances to Related Parties 45160336.00 0.00

b) Loans & Advances to Others 0.00 0.00

c) Advance to staff 172400.00 83329.00

45332736.00 83329.00

E. Other Current Assets 4193680.61 4968792.97

4193680.61 4968792.97

I. STATEMENT OF PROFIT & LOSS

5 REVENUE FROM OPERATIONS

A. Revenue from operation in respect of non-finance Co.

Sale of Products 0.00 1119090102.54

Sale of Services 0.00 0.00

Other operating revenue 0.00 0.00

0.00 1119090102.54

Less : Excise Duties 0.00 78676112.00

0.00 1040413990.54


B. Other Income

a) Interest Income (other than a finance company) 3562603.35 2172980.33

b) Operating income- Rent Received 0.00 0.00

c) Sundry Balances W/back 394280.50 0.00

d) Provision for I. Tax W/back 44478.00 0.00

e) Previous Year Adjustment Account 0.00 36276.00

4001361.85 2209256.33

6 EXPENSES

A. Cost of material consumed 0.00 422116775.51

B. Purchase of Goods 0.00 600012721.25

C. Changes in inventories of finished goods

and Stock-in-Trade

Opening Stock

- Finished Goods 128984.00 128984.00

- Traded Goods 0.00 11199217.00

128984.00 11328201.00

Closing Stock

- Finished Goods 128984.00 128984.00

- Traded Goods 0.00 0.00

128984.00 128984.00

Change in Inventories 0.00 11199217.00

D. Employees Benefit Expenses

Salary & Wages & Labour Charges 1368131.00 2759631.00

Staff welfare expenses 86702.00 75285.00

1454833.00 2834916.00

E. Finance Cost

Interest Expenses 73136.00 24933.00

73136.00 24933.00

F. Other Expenses

a) Consumption of Stores & Spares 0.00 0.00

b) Power & Fuel 0.00 19231.00

c) Rent Paid 84204.00 507464.00

d) Repair & Maintenance

Plant & Machinery 0.00 0.00

Others 0.00 75764.00

e) Insurance 845.00 0.00

f ) Rates & Taxes (excluding Income Tax) 85154.00 418926.80

g) Miscellaneous Expenses 815596.58 3080289.81

h) Payment to Auditor

For Statutory Audit 45000.00 45000.00

For Tax Audit 0.00 10000.00

i) Preliminary Expenses W/off. 30000.00 30000.00

j) Legal & Professional Charges 554880.60 263757.00

k) Loss on sale of asset 0.00 524115.19

1615680.18 4974547.80

38

As on As on

31.03.2014 31.03.2013


Schedules Annexed to and forming part of Balance Sheet as at 31st March, 2014 and the Profit and

Loss Account for the year ended as on that date.

NOTES - 7

Accounting Policies & Notes to Accounts

1. Significant Accounting Policies:

Basis of preparation of Financial Statements:

i) These accounts have been prepared under the historical cost convention and on the basis of

going concern. All expenses and income to the extent considered payable and receivable

respectively, unless stated otherwise, have been accounted for on mercantile basis.

ii) Fixed Assets:

Fixed Assets are stated at cost less accumulated depreciation. The cost of acquisition

comprises purchase price inclusive of duties (Net of Cenvat), taxes, incidental expenses,

erection/ commissioning etc. upto the date the assets are put to use.

iii) Depreciation:

(a) Depreciation on Fixed Assets is provided on straight line method at rates as specified in

Schedule XIV to the Companies Act, 1956.

(b) Depreciation on Fixed Assets added/disposed off during the period is provided on prorata

basis with reference to the date of addition/ disposal.

iv) Inventories:

Finished goods are valued at cost or net realizable value whichever is lower.

v) Taxes on Income:

Deferred Taxes: The Company has unabsorbed carry forward losses/ depreciation available

for set-off under the Income Tax Act, 1961. However, in view of present un-certainty regarding

generation of sufficient future income, net deferred tax assets at the year end including related

credits / charge for the year have not been recognized in these accounts on prudent basis.

vi) Revenue recognition:

Revenue is recognized of the extent it is probable that the economic benefits will flow to the

Company & the revenue can be reliably measured. Interest Income is recognized on a time

proportionate basis taking into account the amount outstanding & the rate applicable.

2. We have recorded all known liabilities in the financial statements. The company has not received

any intimation from ‘suppliers’ regarding their status under the Micro Small and Medium Enterprises

Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the year end

together with interest paid / payable as required under this Act have not been given.

3. Land & Buildings & Electric Installation on Tenanted property are not in use since 01.02.2013 but in

the opinion of the Management the depreciation value as on 31.3.13 is realizable from Landlord

hence neither written off nor depreciation has been provided on the same during the year. Necessary

adjustment will be made on realization of the amount from the Landlord.

4. The break up of deferred tax assets and deferred tax

liabilities are as given below:

Deferred Tax Assets/ Liability ( Not provided ) 31.03.2014 31.03.2013

Differences in Depreciation and other differences in 40072.00 84612.00

block of Fixed Assets as per tax books and financial book (Asset) (Asset)

39


5. Estimated amount of contracts remaining —- —To be executed on capital account notprovided for

6. In accordance with Accounting Standard(AS-20) on ‘Earning Per Share’ (EPS)computation of basic and diluted earningper share is as under:

2013-14 2012-13

Net profit for basic earnings per share 608663.67 1168304.76

as per Profit and Loss Account

i) Adjustment for the purpose of diluted

earnings per share

Exchange gain on realignment of ZCCB and

Conversion rate difference

Less: Tax effect — —

Net Profit for diluted earnings per share 608663.67 1168364.76

ii) Weighted Average number of Equity

Shares for calculation of basic and

diluted earning per share (Face Value of

Rs. 10/- per share)

(a) Basic earnings per share 5528535 5528535

(b) Diluted earnings per share 5528535 5528535

iii) Earning per Share

a) Basic 0.11 0.21

b) Diluted 0.11 0.21

7. Related party disclosures:

Related party disclosures as required under Accounting Standard 18 (AS-18) on “Related Party

Disclosures” issued by the Institute of Chartered Accountants of India (ICAI) are given below:

i) Subsidiary Company None

ii) Associated Concerns:

a) KALPENA INDUSTRIES LIMITED.

iii) Key Management Personnel

a) Mr. Jitendra Tiwari, Director

b) Mr. Deo Kishan Kalwani, Director

c) Mrs. Ananya Dey,, Director (appointed on 11.9.2013)

d) Mr. B. L. Bohara, Director (Resigned on 16.01.13)

e) Mr. M. K. Tiwary, Director (Resigned on 03.10.13)

f) Mr. Kashi Nath Agarwal, Director (Resigned on 03.10.13)

40


iv) Transaction & outstanding Balance 2013-14 2012-13

a) TransactionsKalpena Industries Ltd.

Loan Taken — 7500000.00Loan Repaid — 7500000.00Closing Balance — NIL

Loan given 43500000.00 —Loan repayment received 46000000.00 —Closing Balance NIL —Interest Received 2777772.00 —

Rent paid 12000.00 12000.00Purchases — 961284452.50Sale of Fixed Assets — 544440.43

b) Outstanding Balances as on 31.03.2014

- NIL -

8. List of Shareholders holding more than 5% of Shares are as follows :

Name of Shareholder No. of Shares held % heldi) Sri Ram Financial Consultants Pvt. Ltd. 2004380 36.26%ii) Kalpena Industries Limited 2002920 36.23%

9) Production, Sale and Closing Stock of goods manufactured

Unit Qty. Opening Stock Production Sale Closing StockCosmetic Jewellery Pcs. 140200 - - 140200

(140200) - - (140200)Value in 128984 - - 128984

(128984) - - (128984)Plastic Colour MT - - - -Granuels - (3244.300) (3244.300) -

Value in - - - -- - (263524550.00) -

Plastic Colour MT - - - -Powder - (2655.600) (2655.600) -

Value in - - - -- - (160655596.25) -

10) Value of import on CIF basis 2013-14 2012-2013

i) Raw Materials Nil 411939628.75

ii) Expenditure in Foreign Nil Nil

Currency (on cash basis)

11) Raw Materials, Components, and Spares Consumed :-

2013-14 2012-13

Particulars Raw Materials & % Spares % Raw Materials & %

Components Components

Imported at Landed Cost NIL NIL NIL NIL 420449210.51 99.60

Indigenous NIL NIL NIL NIL 1667565.00 0.40

0.00 0 422116775.51 100

41


42

12) Raw Materials Consumed

Opening Stock Purchase Consumed Closing stock

Qty.(MT) value ( ) Qty.(MT) value ( ) Qty.(MT) value ( ) Qty.(MT) value ( )

i) PVC Resin - - - - - - - -

- - (2649.000) (158968305.00) (2649.000) (158968305.00) - -

ii) P.P Compound - - - - - - - -( LLDPE / P.P / - - (950.500) (79237718.25) (950.500) (79237718.25) - -

EVA, etc)

iii) HDPE - - - - - - - - (121.500) (8,467,335.00) (824.750) (65243412.50) (946.25) (73710747.50) - -

iv) LDPE - - - - - - - - -

(1239.750) (100054301.00) (1239.750) (100054301.00)v) Others - - - - - - - -

(0.300) (13500.00) (114.10) (8993273.00) (114.40) (9006773.00) - -

A: - - - - - - - -

(121.800) (8480835.00) (5778.100) (412497009.75) (5899.900) (420977844.75) (121.50) (8509581.76)

Pcs. Pcs. Pcs. Pcs

vi) Hdpe Bags - - - - - - - -

(6982) (28746.76) (229009) (1110184.00) (235991) (1138930.76) - -

B: - - - - - - - -

(6982) (28746.76) (229009) (1110184.00) (235991) (1138930.76) - -

(A+B): - - - - - - - -

Previous Year - (8509581.76) (413607193.75) (422116775.51) -

13. Figures of the Previous year have been regrouped / rearranged wherever necessary.

All amounts have been rounded off to nearest rupees.

In term of our report of even date annexed herewith.

For Maloo & Company For & on behalf of the board


(J. L. Maloo) J. Tiwari

Partner

Membership No. 300/17649 D. K. Kalwani

Dated : 29th Day of May, 2014 FRN - 310062E


KALPENA PLASTIKS LIMITEDCIN: L25200WB1989PLC047702

Registered Office: 14, Bishnupur, Diamond Harbour Road, Bhasa, South 24 PGS-743 503

Phone: 033 3020 7856/57 E Mail: - [email protected]

ADMISSION SLIP

Registered Folio/DP ID & Client No.:…………………………………………………...

No. of Shares held:………………………………………….............................................

I hereby record my presence at the 25th Annual General Meeting of the Companybeing held at the Registered office of the Company at 14, Bishnupur, Diamond HarbourRoad, Bhasa, South 24 PGS-743 503,on Tuesday, the 30th September, 2014 at10:00 A.M. and at any adjournment thereof.

...................................... ............................................ ..........................................

Member’s Name Proxy’s Name Member’s/Proxy’s Signature

Notes:-1. A Member / Proxy holder attending the meeting must bring the Attendance Slip to the meeting

and hand over at the entrance duly signed. Joint holders may obtain additional attendance slipon request.

2. Physical copy of Annual Report for 2013-14 and the notice of the Annual General Meeting interalia indicating the process and manner of e-voting along with Attendance Slip and Proxy Formare being sent to all members in the permitted mode. A Member / Proxy holder attending the

meeting should bring copy of Annual Report for reference at the meeting.

43

KALPENA PLASTIKS LIMITEDCIN: L25200WB1989PLC047702

Registered Office: 14, Bishnupur, Diamond Harbour Road, Bhasa, South 24 PGS-743 503

Phone: 033 3020 7856/57 E Mail: - [email protected]

ELECTRONIC VOTING PARTICULARS

EVEN(E-VOTING EVENT USER ID PASSWORD/PIN

NUMBER)

Note: Please read instructions given at Note No.11 of the Notice of the 25th Annual General Meeting

carefully before voting electronically.


44


Form No. MGT-11

Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

CIN: L25200WB1989PLC047702

Name of the company: Kalpena Plastiks Limited

Registered office: 14, Bishnupur, Diamond Harbour Road, Bhasa, South 24 PGS-743 503

Name of the Member(s)

Registered Address

E-mail ID

Folio No./Client ID

DP ID

I/We, being the member (s) of …………. shares of the above named company, hereby appoint

1. Name:…………………………....................……Address:………......………………………………………….

E-mail Id:………………………...........…………Signature:………………........………...………or failing him

2. Name:…………………………....................……Address:………......………………………………………….

E-mail Id:………………………...........…………Signature:………………........…………...……or failing him

3. Name:…………………………....................……Address:………......………………………………………….

E-mail Id:………………………...........…………Signature:………………........……………….........................

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 25th Annual General Meeting

of the company, to be held on the Registered office of the Company at 14, Bishnupur, Diamond Harbour Road, Bhasa,South 24 PGS-743 503 and at any adjournment thereof in respect of such resolutions as are indicated below:

Sl.No. Resolutions Optional

ORDINARY BUSINESS: For Against

1 To adopt the Audited Balance Sheet as at 31st March, 2014 and the Statement of Profit & LossAccount for the year ended as on that date and the Reports of the Directors and Auditors thereon.

2 To appoint a Director in place of Mr. D.K.Kalwani (DIN � 03363450), who retires by rotationand being eligible, offers himself for reappointment.

3 To re-appoint M/s. Maloo & Co., Chartered Accountants as Statutory Auditors of the Companyand fixing their remuneration.

SPECIAL BUSINESS:

4 Appointment of Mr. Jitendra Tiwari (DIN � 00228352) as an Independent Director of the Company

under Section 149 of the Companies Act, 2013, for five consecutive years, from 1st April, 2014up to 31st March, 2019.

5 Appointment of Mrs. Ananya Dey (DIN � 01297763) as Independent Director of the Companyunder Section 149 of the Companies Act, 2013, for five consecutive years, from 1st April, 2014

up to 31st March, 2019.

6 To pass Ordinary Resolution under Section 148 of the Companies Act, 2013 for fixing the

remuneration of the Cost Auditor, D.Sabyasachi & Co., for the financial year 2014-15.

7 To pass Ordinary Resolution under section 196,197 & 198 of the Companies Act, 2013 for the

appointment of Mr. D.K.Kalwani (DIN � 03363450) as Whole-Time Director of the Company for

a period of three years with effect from 01st April, 2014.

8 To pass Special Resolution under section 180(1) (c) of the Companies Act, 2013 for borrowing

an amount not exceeding Rs. 200 Crores.

9 To pass Special Resolution under section 180(1) (a) of the Companies Act, 2013 for creation of

charge on the assets of the Company not exceeding Rs. 200 Crores.

Signed this….day of……..20..... Signature of shareholder Signature of Proxy holder(s)

45


Note:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office

of the Company, not less than 48 hours before the commencement of the Meeting.

2. For Resolutions, Explanatory Statements and Notes, please refer to the Notice of 25th Annual General Meeting

of the Company.

3. It is optional to put ‘X’ in the appropriate column against the Resolutions indicated in the Box. If you leave the,

‘For’ or ‘Against’ column blank against any or all Resolutions, your proxy will be entitled to vote in the manner

as he/she thinks appropriate.

4. Please complete all details including details of Member(s) in above Box before submission.

46


NOTES

47


NOTES

48

14, Bishnupur, Diamond Harbour Road,

Bhasa, South 24 PGS-743 503

25th Annual Report and Accounts 2013-14...and Accounts 2013-14 KALPENA PLASTIKS LIMITED BOARD OF...

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