|
To,
The Members of Kahan Packaging Limited
Your Directors are pleased to present the 12th Annual Report of your Company
together with the Standalone Audited Financial Statements of the Company for the financial
year ended March 31, 2025 together with the Auditor's Reports thereon.
1. Financial Highlights:
The Financial performance of the Company during the financial year ended March 31, 2025
as compared to the previous financial year is summarized below:
(Rs. in Lakhs)
Particulars |
Year ended 31st March, 2025 |
Year ended 31st March, 2024 |
Total Income |
2,852.38 |
2,475.84 |
Less: Total Expenses excluding Depreciation |
2,653.33 |
2,306.33 |
Profit/(Loss) before Depreciation, Exceptional Item and Tax |
199.05 |
169.51 |
Less: Depreciation |
48.69 |
34.79 |
Profit/ (Loss) before Tax and Exceptional Item |
150.36 |
134.72 |
Less: Exceptional Item |
0 |
0 |
Less: Extraordinary Item |
0 |
0 |
Less: Tax Expenses |
38.26 |
34.51 |
Profit/(Loss) after tax |
112.10 |
100.22 |
2. Brief description of the Company's working during the year/ State of Company's
affairs and Operational Results
Kahan Packaging Limited, is manufacturing polymer based woven products in its
state-of-the-art manufacturing set up in Mumbai. With an immense expertise in the field of
polymer industry, Kahan Packaging manufactures and supply woven sacks while ensuring the
safety of your product from damage or spillage.
The Company has performed well in the year 2024-25. The total income of the Company for
the year 2024-25 increased to ? 2,852.38 Lakhs from ? 2,475.84 Lakhs in previous year
registering a growth of 15.21%. Further, the Profit after tax for the year 2024-25 was ?
112.10 Lakhs as compared to Profit after tax of ? 100.22 Lakhs in previous year,
registering an increase of 11.85%.
The Management is continuously working on increasing the revenue and to give better
results in coming years by introducing new technologically advanced products at
competitive rates, using IT system, hiring and training sales team, adding new customers
by venturing into new market and area and also do better inventory management.
3. Dividend
Your Directors have not recommended any dividend on equity shares for the year under
review.
4. Change in Nature of Business
There is no change in the Nature of Business during the year under review.
5. Transfer of Unclaimed Dividend to Investor Education and Protection Fund
The Company was not required to transfer any Unclaimed Dividend to Investor Education
and Protection Fund.
6. Transfer to Reserves
For the financial year ended 31st March, 2025, the Company earned net profit (after
tax) of ?112.10 Lakhs and added to surplus in statement of Profit & Loss.
7. Share Capital
A) Authorised Share Capital: The Authorized Share Capital of the Company is 5,00,00,000
(Five Crore) divided into 50,00,000 (Fifty Lakhs) Equity Shares of ? 10/- each (Ten Rupees
Only).
B) Paid-up Share Capital: The Paid-up Share Capital of the Company is Rs. 2,72,00,000/-
(? Two Crore Seventy-Two Lakhs only) divided into 27,20,000 (Twenty-Seven Lakhs and Twenty
Thousand) Equity Shares of Rs. 10/- (Ten Rupees Only) each.
C) Issue of Equity Shares with Differential Rights: The Company has not issued any
equity shares with differential rights during the Financial Year 2024-2025.
D) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares
during the Financial Year 2024-2025.
E) Issue of Employee Stock Options: The Company has not issued any Employee Stock
Options during the Financial Year 2024-2025.
8. Subsidiaries, Joint Ventures and Associate Companies
During the year under review no Company has become Subsidiary, Joint Venture and
Associate of the Company and no company has been ceased to be Subsidiary, Joint Venture
and Associate of the Company during the Year.
9. Weblink for Annual Return
Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1)
of the Companies (Management and Administration) Rules, 2014, the Annual Return is placed
on website of the Company and which shall be treated as part of this Report. The link of
the Annual Return is as follows: https://kpackltd.com/wp-content/uploads/2025/08/Annual-Returns-2024-25.pdf
10. Number of Meetings of the Board Meetings of the Board
The Board of Directors met 6 (Six) times during the financial year 2024-25. The
intervening gap between any two meetings was not more than 120 days as prescribed by the
Companies Act, 2013. Details of date of Board meeting held during the year and attendance
of Directors are given in below:
Sr. No. |
Date of Meetings |
Total Number of Directors eligible to attend |
Total Number of Directors attended |
1 |
30.05.2024 |
7 |
7 |
2 |
23.08.2024 |
7 |
7 |
3 |
16.09.2024 |
7 |
7 |
4 |
14.11.2024 |
7 |
7 |
5 |
13.01.2025 |
7 |
7 |
6 |
24.03.2025 |
7 |
7 |
Details of the Board of Directors and Attendance Record of Directors during the
financial year ended March 31, 2025 is as under:
Name of the Director |
DIN |
Board Meetings held |
Board Meetings attended |
Prashant Jitendra Dholakia |
06428389 |
6 |
6 |
Rohit Jitendra Dholakia |
05302050 |
6 |
6 |
Purvi Prashant Dholakia |
05302029 |
6 |
6 |
Jagruti Rohit Dholakia |
05302006 |
6 |
6 |
Naman Haresh Patel |
10200283 |
6 |
6 |
Tushar Rameshchandra Shah |
10200280 |
6 |
6 |
Jainam Prashant Dholakia |
10343866 |
6 |
6 |
Independent Directors Meeting
The Independent Directors met on 13th January, 2025, without the attendance
of Non-Independent Directors and members of the management. The Independent Directors
reviewed the performance of Non-Independent Directors and the Board as a whole; the
performance of the Chairman of the Company took into account the views of Executive
Directors and Non-Executive Directors; it assessed the quality, quantity and timeliness of
information flow between the Company's management and the Board necessary for the Board to
effectively perform their duties.
Board Evaluation
The Board evaluation process is carried through a structured questionnaire which was
prepared after taking into consideration inputs received from the Directors, setting out
parameters of evaluation; the questionnaire for evaluation is to be filled in,
consolidated and then evaluation was carried out. Pursuant to the provisions of Section
178 of the Companies Act, 2013 and terms of reference of Nomination and Remuneration
Committee, the Committee had decided that performance of the Board, Committee and all the
Directors, excluding Independent Directors, would be carried by Independent Directors and
performance evaluation of Independent Directors would be carried by the Board of Directors
once in year. In accordance with the criteria suggested by the Nomination and Remuneration
Committee, the performance of each Independent Director was evaluated by the entire Board
of Directors in its meeting held on 30th May 2024 (wherein the Director getting
evaluated was absent) on various parameters like engagement, leadership, analysis,
decision making, communication, governance, interest of stakeholders, etc. The Board was
of the unanimous view that every Independent Directors was a reputed person and brought
their rich experience to the deliberations of the Board and suggesting new system and
process to improve performance of the Company.
The performance of all the Non-Independent Directors was evaluated by the Independent
Directors at their separate meeting held on 13th January, 2025. The various
criteria considered for the purpose of evaluation included leadership, engagement,
transparency, analysis, decision making, functional knowledge, governance, stakeholders,
etc. Independent Directors were of the unanimous view that all the Non-Independent
Directors were having good business and leadership skills. The Independent Directors also
reviewed and discussed the performance of the Board as whole and flow of information from
Management to the Directors. They were satisfied with the performance of the Board as a
whole. Further, they have also evaluated the performance of the Chairman of the Company on
various aspects such as Meeting dynamics, Leadership (business and people), Governance and
Communication, etc. and expressed their satisfaction over the same.
11. Directors Responsibility Statement
The Directors state that: -
a. in the preparation of the annual accounts for the financial year ended on 31st
March, 2025, the applicable accounting standards have been followed along with proper
explanation by way of notes to accounts relating to material departures;
b. the selected accounting policies were applied consistently and the judgments and
estimates made by them are reasonable and prudent so as to give true and fair view of the
state of affairs
of the Company at the end of the financial year on 31st March, 2025 and of
the profit of the Company for that year;
c. proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going concern basis.
e. the Directors had laid down internal financial controls to be followed by the
Company and that such internal controls are adequate and were operating effectively during
the financial year ended 31st March, 2025; and
f. the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively during
the financial year ended 31st March, 2025.
12. Management Discussion and Analysis
The report on management discussion and analysis as per the SEBI (Listing Obligations
and Disclosures Requirements), Regulations, 2015 forms integral part of this Annual Report
as Annexure A'.
13. Details in respect of frauds reported by Auditors
No fraud in or by the Company were noticed or reported by the auditors during the
period under review.
14. Particulars of Loans, Guarantees or Investments made under Section 186 of the Act
The particulars of loans, guarantees and investments have been disclosed in the
financial statements.
15. Particulars of Contracts or Arrangements made with Related Parties
All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of the business.
The particulars of Contract or Arrangement in Form AOC-2 as required under Section
134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014
is annexed to this Board Report as Annexure B'. The Company do not have any holding
or subsidiary company hence disclosure under point A of Schedule V of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 is not applicable.
The details of transactions entered into with related parties, as per Accounting
Standards, are disclosed in the Financial Statement.
The Policy on Related Party Transactions has been published on the Company's website
(www.kpackltd.com) under the Investor section.
16. Material changes and commitment, if any affecting financial position of the Company
occurred between end of the financial year to which these financial statements relate and
the date of the report
Except as disclosed elsewhere in this report, no material changes and commitments have
occurred between the end of the financial year of the Company and date of this report
which can affect the financial position of the Company.
(A) Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The details of conservation of energy, technology absorption and foreign exchange
earnings and outgo as required under the provisions of section 134(3)(m) of Companies Act,
2013 read with rule 8 (3) of Companies (Accounts) Rules, 2014 are as follows:
(A) Conservation Of Energy |
|
i. The steps taken or impact on conservation of energy |
Yes |
ii. The steps taken by the company for utilizing alternate sources of
Energy |
NA |
iii. The capital investment on energy conservation equipment |
NA |
(B) Technology Absorption |
|
i. The efforts made towards technology absorption |
Yes |
ii. The benefits derived like product improvement, cost reduction,
product development or import substitution |
NA |
iii. In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year) |
NA |
a) The details of technology imported |
NA |
b) The year of import |
NA |
c) Whether the technology been fully absorbed |
NA |
iv. The expenditure incurred on research and development |
NA |
(C) Foreign Exchange Earnings or Outgo in Foreign Exchange During The
Year |
|
i. The foreign exchange earned in terms of actual inflows during the
year |
NIL |
ii. The foreign exchange outgo during the year in terms of actual
outflow |
NIL |
17. Deposits
During the financial year under review the Company has neither accepted nor renewed any
deposits within the meaning of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014. The Company has not invited or accepted
deposit during the year and hence there was no deposit which remained un-paid or unclaimed
at the end of the year.
18. Significant and material orders passed by the regulators or courts or tribunal
During the year there are no significant material orders passed by the Regulators /
Courts / Tribunals which would impact the going concern status of the Company and its
future operations.
19. Internal control system and their adequacy
Adequate internal controls, systems and checks are in places, which commensurate with
the size of the Company and the nature of its business. The Management exercises financial
control on the operations through a well-defined budget monitoring process and other
standard operating procedures. In addition to the above, the Audit Committee and the Board
specifically reviews the Internal Control and Financial Reporting process prevalent in the
Company. On a yearly basis, the Board also engages the services of professional experts in
the said field in order to ensure that the financial controls and systems are in places.
The Management also improvise the various Standard Operating Process (SoP) based on
findings of Internal Auditors as well review of SoPs by the Management.
20. Board of Directors and Key Managerial Personnel
The Company's Board of Directors is made up of highly respected individuals with proven
abilities and strong ethical principles. They bring a wealth of experience, financial
expertise, and leadership skills to the table. Furthermore, they are deeply committed to
the Company's success and invest significant time in Board Meetings and preparation.
To comply with Listing Regulations, the Board has carefully identified the essential
skills, expertise, and competencies needed by its Directors to effectively manage the
Company's operations.
Further the Company annually obtains from each Director, details of the Board and Board
Committee position he/she occupies in other Companies, and changes if any regarding their
Directorships. Based on the disclosures received from the Directors, the Company has
obtained a certificate from M/s. Zankhana Bhansali & Associates, Practicing Company
Secretaries, confirming that none of the Directors on the Board of the Company have been
debarred or disqualified from being appointed or continuing as Directors of Companies by
the Securities and Exchange Board of India and Ministry of Corporate Affairs or any such
authority and the same forms part of this report as annexed as Annexure D.
The composition of the Board complies with the requirements prescribed in the Listing
Regulations and are as follows:
Name of Director |
Designation |
Mr. Prashant Jitendra Dholakia (DIN: 06428389) |
Managing Director |
Mr. Rohit Jitendra Dholakia (DIN: 05302050) |
Whole-Time Director |
Mrs. Purvi Prashant Dholakia (DIN:05302029) |
Whole-Time Director |
Mrs. Jagruti Rohit Dholakia (DIN: 05302006) |
Non-Executive Director |
Mr. Tushar Rameshchandra Shah (DIN: 10200280) |
Independent Director |
Mr. Naman Haresh Patel (DIN:10200283) |
Independent Director |
Mr. Jainam Prashant Dholakia (DIN: 10343866) |
Director* |
*Mr. Jainam Prashant Dholakia (DIN: 10343866) resigned from the position of Director
with effect from May 16, 2025; however, he continues to serve as the Chief Financial
Officer of the Company.
21. Particulars of Changes to the Board
During the year under review, there was no change in the composition of Board
22. Directors liable to retirement by rotation
In compliance with provisions of Section 152 of the Companies Act, 2013, Mr. Prashant
Jitendra Dholakia (DIN: 06428389) and Mrs. Jagruti Rohit Dholakia (DIN: 05302006),
Directors of the Company retires by rotation at the 12th AGM and being
eligible, offers themselves for re-appointment. Appropriate resolution for aforesaid
re-appointment is being placed for approval of the members at the 12th AGM.
Details of Mr. Prashant Jitendra Dholakia (DIN: 06428389) and Mrs. Jagruti Rohit
Dholakia (DIN: 05302006) is provided in the Annexure - 1 & 2 to the
Notice, in accordance with the provisions of Secretarial Standard on General Meetings
(SS- 2), issued by the Institute of Company Secretaries of India.
23. Declaration by Independent Directors
Pursuant to Section 149(7) of the Companies Act, 2013 the Independent Directors have
provided a declaration to the Board of Directors that they meet the criteria of
Independence as prescribed in the Companies Act, 2013 and the Listing Regulations, and are
not aware of any situation which exists or may be reasonably anticipated that could impair
or impact their ability to discharge duties as an Independent Director with an objective
independent judgement and without any external influence.
Further, in terms of Section 150 of the Act and declaration in compliance with Rule
6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended
by Ministry of Corporate Affairs (MCA) Notification dated October 22, 2019,
regarding the requirement relating to enrolment in the Data Bank created by MCA for
Independent Directors, has been received from all the Independent Directors.
Mr. Tushar Rameshchandra Shah (DIN: 10200280) and Mr. Naman Haresh Patel (DIN:10200283)
are Non-Executive Independent Directors as on March 31, 2025.
The Company has formulated a policy on familiarisation programme for independent
directors' which is available on the Company's website at the link: https://kpackltd.com/corporate-policies/
24. Key Managerial Personnel
Pursuant to provisions of Section 203 of the Companies Act, 2013 following are the Key
Managerial Personnel of the Company as on March 31, 2025:
1) Mr. Prashant Jitendra Dholakia (DIN: 06428389), Managing Director
2) Mr. Jainam Prashant Dholakia, Chief Financial Officer
3) Mr. Mithun Patel, Company Secretary and Compliance Officer (resigned w.e.f. 10th
August, 2024)
4) Ms. Pooja Burad, Company Secretary and Compliance Officer*
*Ms. Pooja Burad was appointed as Company Secretary and Compliance Officer of the
Company w.e.f. August 23rd, 2024 in place of Mr. Mithun Patel who resigned
w.e.f. 10th August, 2024 from the position of Company Secretary and Compliance
Officer of the Company.
25. Details of Committees of the Board
Currently the Board has Three (3) Committees: The Audit Committee, Nomination &
Remuneration Committee and Stakeholders' Relationship Committee. The Composition of
various Committees and other details are as follows:
A) Audit Committee:
The Board has an Audit Committee in conformity with the provisions of Section 177 of
the Companies Act, 2013. As on March 31, 2025, the Audit Committee comprised of two
Independent Directors namely, Mr. Tushar Rameshchandra Shah (DIN: 10200280), Mr. Naman
Haresh Patel (DIN:10200283) and one Managing Director, Mr. Prashant Jitendra Dholakia
(DIN: 06428389), where Tushar Rameshchandra Shah (DIN: 10200280) acted as the Chairman of
the Committee. Further, Mr. Mithun Patel, Company Secretary and Compliance Officer of the
Company, served as the Secretary to the Committee until August 10, 2024. Subsequently, Ms.
Pooja Burad, Company Secretary and Compliance Officer of the Company, assumed the role of
Secretary to the Committee with effect from August 23, 2024.
All the Members of the Audit Committee are financially literate and have accounting or
related financial management expertise as required under the Companies Act, 2013. All the
major steps impacting the financials of the Company are undertaken only after the
consultation of the Audit Committee. During the year under review, the Board of Directors
of the Company had accepted all the recommendations of the Audit Committee.
The Audit Committee met Four (4) times during the Financial Year i.e. on 30th
May, 2024, 23rd August, 2024, 14th November, 2024, and 13th
January, 2025. The requisite quorum was present for all the meetings during the Financial
Year 2024-25.
The details of the meetings held and attended by the members of the committee during
the Financial Year under review is detailed below:
Name of the Director |
Category and Position |
No. of Meetings |
| Held |
Attended |
Mr. Tushar Rameshchandra Shah (DIN: 10200280) |
Chairperson and Independent Director |
4 |
4 |
Mr. Naman Haresh Patel (DIN:10200283) |
Member and Independent Director |
4 |
4 |
Mr Prashant Jitendra Dholakia (DIN: 06428389) |
Member and Managing Director |
4 |
4 |
B) Nomination and Remuneration Committee
The Board has Nomination & Remuneration Committee in conformity with the provisions
of Section 178 of the Companies Act, 2013. As on March 31, 2025, the Nomination and
Remuneration Committee was comprised of two Independent Directors namely, Mr. Tushar
Rameshchandra Shah (DIN: 10200280), Mr. Naman Haresh Patel (DIN: 10200283) and
Non-Executive Director Mrs. Jagruti Rohit Dholakia (DIN: 05302006), where Mr. Tushar
Rameshchandra Shah (DIN: 10200280) acted as the Chairman of the Committee. Further, Mr.
Mithun Patel, Company Secretary and Compliance Officer of the Company, served as the
Secretary to the Committee until August 10, 2024. Subsequently, Ms. Pooja Burad, Company
Secretary and Compliance Officer of the Company, assumed the role of Secretary to the
Committee with effect from August 23, 2024.
The appointment of the Directors, Key Managerial Personnel and Senior Managerial
Personnel is recommended by the Nomination & Remuneration Committee to the Board. Your
Company has devised the Nomination and Remuneration Policy for the appointment of
Directors and Key Managerial Personnel and Senior Managerial Personnel of the Company who
have ability to lead the Company towards achieving sustainable development. The said
Policy also covers the matters related to the remuneration of Directors, Key Managerial
Personnel and Senior Managerial Personnel. The Nomination and Remuneration Policy may be
accessed on the Company's website at the link: https://kpackltd.com/wp-content/uploads/2024/09/04.-Nomination-and-Remuneration-Policy.pdf.
The Nomination & Remuneration Committee met Twice (2) during the Financial Year
i.e. on 30th May, 2024 and 23rd August, 2024. The requisite quorum
was present for all the meetings during the Financial Year 2024-25.
The details of the meetings held and attended by the members of the committee during
the Financial Year under review is detailed below:
Name of the Director |
Category |
No. of Meetings |
| Held |
Attended |
Mr. Tushar Rameshchandra Shah (DIN: 10200280) |
Chairperson and Independent Director |
2 |
2 |
Mr. Naman Haresh Patel (DIN:10200283) |
Member and Independent Director |
2 |
2 |
Mrs. Jagruti Rohit Dholakia (DIN:05302006) |
Member and Non-Executive Director |
2 |
2 |
C. Stakeholders' Relationship Committee:
The Company has always valued its investors and stakeholders. In order to ensure the
proper and speedy redressal of shareholders/investors complaints, the Stakeholders
Relationship Committee was constituted. The role of the Committee is to consider and
resolve security holders complaint and to attend all the investors request. The
constitution and terms of reference of the Stakeholders Relationship Committee is in
conformity with the provisions of Section 178(5) of the Companies Act, 2013.
As on March 31, 2025, the Stakeholders Relationship Committee was comprised of Mr.
Tushar Rameshchandra Shah (DIN: 10200280), Mr. Prashant Jitendra Dholakia (DIN: 06428389)
and Mrs. Purvi Prashant Dholakia (DIN: 05302029), where Mr. Tushar Rameshchandra Shah
(DIN: 10200280) acted as the Chairman of the Committee. Further, Mr. Mithun Patel, Company
Secretary and Compliance Officer of the Company, served as the Secretary to the Committee
until August 10, 2024. Subsequently, Ms. Pooja Burad, Company Secretary and Compliance
Officer of the Company, assumed the role of Secretary to the Committee with effect from
August 23, 2024.
The Stakeholders Relationship Committee met Four (4) times during the Financial Year
i.e. on 30th May, 2024, 23rd August, 2024, 14th November,
2024, and 13th January, 2025, The requisite quorum was present for all the
meetings during the Financial Year 2024-25.
The details of the meetings held and attended by the members of the committee during
the Financial Year under review is detailed below:
Name of the Director |
Category |
No. of Meetings |
| Held |
Attended |
Mr. Tushar Rameshchandra Shah (DIN: 10200280) |
Chairperson and Independent Director |
4 |
4 |
Mr. Prashant Jitendra Dholakia (DIN: 06428389) |
Member and Managing Director |
4 |
4 |
Mrs. Purvi Prashant Dholakia (DIN:05302029) |
Member and Whole Time Director |
4 |
4 |
26. Vigil Mechanism/ Whistle Blower Policy
In compliance with provisions of section 177(9) and (10) of the Companies Act, your
Company has adopted whistle blower policy for Directors and employees to report genuine
concerns to the management of the Company. The Whistle Blower Policy may be accessed on
the Company's website at the link: http://kpackltd.com/wp-content/uploads/2024/09/15.-Whistle-Blower-Policy.pdf.
27. Secretarial Audit and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on the
recommendation of Audit Committee, has appointed M/s. Zankhana Bhansali & Associates,
Practicing Company Secretaries (COP 10513 & PR No.1625), w.e.f. 30th May,
2024 for the Financial Year 202425, to undertake the Secretarial Audit of the Company. The
Report of the Secretarial Audit in form MR-3 is annexed herewith as Annexure C' to
this Report.
28. Statutory Auditors
The Members at the 7th Annual General Meeting of the Company held on 31st
December, 2020, M/s. Dhanesh Amritlal & Associates, Chartered Accountants (Firm
Registration No. 142800W), were appointed as Statutory Auditors of the Company to hold
office till the conclusion of the Annual General Meeting to be held for the financial year
2024-25. Further pursuant to the provisions of Section 139 and other applicable
provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors)
Rules, 2014 (including any statutory modification, amendment or enactment thereof, for the
time being in force) and based on the recommendation of Audit Committee and the Board of
Directors, M/s. Kayde & Associates, Chartered Accountants, (Firm Registration No.:
121092W) be and are hereby appointed as Statutory Auditor of the Company in place of M/s.
Dhanesh Amritlal & Associates, Chartered Accountants (Firm's Registration No.
142800W), the retiring statutory auditor, to hold the office from the conclusion of the 12th
Annual General Meeting until the conclusion of the 17th Annual General Meeting
of the Company for the F.Y. 2029-30 at such remuneration plus applicable taxes and
reimbursement of out-of-pocket expenses in connection with the Audit as may be mutually
agreed between the Board of Directors, based on recommendation of the Audit Committee, of
the Company and the Auditors.
The Auditors' Report and annexure to the Auditors' Report are self-explanatory and does
not contain any observation/ qualification therefore, no explanations need to be provided
for in this report.
29. Internal Audit
Pursuant to the provisions of Section 138 of Companies Act, 2013 read with Rule 13 of
the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the
Companies Act, 2013. The Board, on the recommendation of Audit Committee, appointed M/s.
Sunil S Gokhale and Associates, Chartered Accountants (Membership No. 106465) as Internal
Auditors of the Company w.e.f. 30th May, 2024 for the FY 2024-25.
30. Particulars of Employees
The information required to be disclosed with respect to the remuneration of Directors
and KMPs in the Directors' Report pursuant to Section 197 of the Companies Act, 2013, read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
The names of top five employees of the Company in terms of remuneration drawn for the
financial year 2024-25, as required pursuant to Section 197 of the Companies Act, 2013,
read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
Both are appended as Annexure E' of the Boards Report.
31. Corporate Governance
The Company does not fall under purview of Regulations of Corporate Governance pursuant
to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However,
the same is applicable as per the Companies Act, 2013 and the Company is fully compliant
with the applicable provision and the Company is committed to ensure compliance with all
modification within prescribed norms under Companies Act, 2013. Company is committed to
maintain the highest standards of corporate practices.
32. Insolvency and Bankruptcy Code
No application has ever been filed against the Company under the Insolvency and
Bankruptcy Code, 2016.
33. Secretarial Standards:
The Company has complied with the applicable Secretarial Standards, as issued by the
Institute of Company Secretaries of India and notified by the Central Government.
34. Risk Management
Your Company has a well-defined Risk Management System in place, as a part of its good
Corporate Governance practices. All the risks are identified at various levels and
suitable mitigation measures are thereafter adopted. These are subjected to a quarterly
review by the Audit Committee as well as the Board. Accordingly, management of risk has
always been an integral part of the Company's Strategy of Organization' and
straddles its planning, execution and reporting processes and systems. Backed by strong
internal control systems, the current Risk Management Framework consists of the following
key elements:
Appropriate structures are in place to proactively monitor and manage the
inherent risks in businesses with unique / relatively high risk profiles.
The Audit Committee of the Board reviews Internal Audit findings and provides
strategic guidance on internal controls. The Audit Committee closely monitors the internal
control environment within your Company including implementation of the action plans
emerging out of internal audit findings.
The Company has appointed Internal Auditors and Secretarial Auditors to comply
with the various provisions and compliances under applicable laws.
35. Disclosures Under Section 134(3)(L) of The Companies Act, 2013
Except as disclosed elsewhere in this report, no material changes and commitments which
could affect the Company's financial position have occurred between the end of the
financial year of the Company and the date of this report.
36. Corporate Social Responsibility
Provisions with respect to Corporate Social Responsibility initiative as mandated by
Companies Act, 2013 is not applicable to the Company.
37. Particulars of transaction between the Company and Non-Executive Directors
During the year under review the company has not entered into any transaction with its
Non-Executive Directors except for payment of sitting fees as mentioned in notes to
accounts.
38. Affirmation
1) There was no instance of one-time settlement with any Bank or Financial Institution.
2) There was no revision in the previous financial statements of the Company.
39. Maintenance of cost records
Maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013, is not applicable to the Company.
40. Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Compliance Officer is responsible
for implementation of the Code.
To comply with the Regulation 3(5) of SEBI (PIT) Regulations, 2015, and to maintain
structured digital database (SDD) containing the names of such persons or entities with
whom Unpublished Price Sensitive Information (UPSI) is shared and intermediaries and
fiduciaries who handle UPSI of the Company in the course of business operations, the
Company has installed a SDD software on the server of the Company.
The code of prevention of Insider Trading and fair disclosures is there on the website
of the Company. All Board Directors and the designated employees have confirmed compliance
with the Code.
41. Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) act, 2013:
In accordance with the provisions of Section 4 of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act), the
Company has duly constituted an Internal Complaints Committee (ICC) to provide a safe and
secure working environment for all employees, particularly women.
Further, in compliance with the directive issued by the Directorate General of
Information and Public Relations (DGIPR), Government of Maharashtra, and as per the
advisory from the Central Government, the Company has completed its registration on the
SHE-Box (Sexual Harassment Electronic Box) Portal, thereby affirming the constitution of
the ICC and its commitment to ensuring prevention, prohibition and redressal of sexual
harassment at the workplace.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal)
Act, 2013. An Internal Complaints Committee has been set up to redress complaints received
regarding sexual harassment.
The Company affirms that during the Year under review, no complaints were received by
the Committee for redressal.
Further in accordance with the recent amendment, please find below details as required:
Sr. No. |
Particulars |
1 |
number of complaints of sexual harassment received in the year: 0 |
2 |
number of complaints disposed off during the year: 0 |
3 |
number of cases pending for more than ninety days: 0 |
The Company further confirms that it has complied with provisions relating to the
Maternity Benefit Act, 1961.
42. Disclosure of Orders Passed by Regulators or Courts or Tribunal
There are no significant material orders passed by the Regulators/ Courts which would
impact the going concern status of the Company and its future operations. No application
is made and no proceeding is pending against the Company under the Insolvency and
Bankruptcy Code, 2016 and there is no instance of one time settlement of the Company with
any Bank or Financial Institution.
43. Listing
The Equity Shares of the Company are listed on SME Platform of BSE Limited. The Company
has made payment of Annual Listing Fees and other compliance fees.
44. Cash flow statement
The Cash flow statement for the year 2024-25 is part of Balance Sheet.
45. Fraud Reporting
No fraud has been reported during the audit conducted by Statutory Auditors and
Secretarial Auditors of the Company.
46. Acknowledgements
Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Company's activities during the year under review. Your Directors also acknowledge
gratefully the shareholders for their support and confidence reposed on your Company.
For Kahan Packaging Limited
|
Prashant Jitendra Dholakia |
|
Chairman & Managing Director |
|
(DIN 06428389) |
Place: Mumbai |
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Date: 26.08.2025 |
|
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