Equity Analysis

Directors Report

    Kahan Packaging Ltd
    Industry :  Packaging
    BSE Code
    ISIN Demat
    Book Value()
    543979
    INE04T901017
    32.1128676
    NSE Symbol
    P/E(TTM)
    Mar.Cap( Cr.)
    N.A
    17.42
    17.44
    EPS(TTM)
    Face Value()
    Div & Yield %:
    3.68
    10
    0
     

Dear Members,

Your Directors have pleasure in presenting the 11th Annual Report of the Board on the performance of the Company and the Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2024 together with the Auditor’s Reports thereon.

1. Financial Results

The summarized financial results for the financial year ending March 31, 2024, are highlighted as under:

(in Lakhs)

Particulars

Year ended 31st March, 2024 Year ended 31st March, 2023
Total Income 2,475.84 2,071.30
Less: Total Expenses excluding Depreciation 2,306.33 1,918.03

Profit/(Loss) before Depreciation, Exceptional Item and Tax

169.51 153.27
Less: Depreciation 34.79 22.60

Profit/ (Loss) before Tax and Exceptional Item

134.72 130.67
Less: Exceptional Item 0 0
Less: Extraordinary Item 0 3.05
Less: Tax Expenses 34.51 27.21

Profit/(Loss) after tax

100.22 100.41

2. Brief description of the 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.

Company came with an IPO dated 6th September, 2023. Company got listing approval of Equity Shares on September 14, 2023 for listing on SME Platform with effect from September 15, 2023.

The Company has performed well in the year 2023-24. The total income of the Company for the year 2023-24 increased to 2,475.84 Lakhs from 2,071.30 Lakhs in previous year registering a growth of 19.53%. Further, the Profit after tax for the year 2023-24 was to 100.22 Lakhs as compared to Profit after tax of 100.42 Lakhs in previous year, registering a decline of -0.18%.

The Management is continuously working on increasing the revenue and to give better results in coming years by introducing new technologically advanced products at competitive rates, using IT system, hiring and training sales team, adding new customers by venturing into new market and area and also do better inventory management.

3. Transfer to reserves:

For the financial year ended 31st March, 2024, the Company earned net profit (after tax) of 100.22 Lakhs and added to surplus in statement of Profit & Loss.

During the year under review, the Company received Securities Premium of 504.00 Lakhs and the company reduced the issue expenses amounting 122.08 Lakhs from Securities Premium Reserves.

The Company’s reserves & surplus including Securities Premium is 601.47 Lakhs as compared to 119.33 Lakhs in the corresponding previous year.

4. Dividend

Your Directors have not recommended any dividend on equity shares for the year under review.

5. Share Capital

The paid up share capital of the Company is 2,72,00,000/- ( Two Crore Seventy-Two Lakhs only) as on March 31, 2024.

The authorised share capital of company is 5,00,00,000 (Five Crore) divided into 50,00,000 Equity Shares of 10/- each.

Note: - At the Extra-Ordinary General Meeting of the Company held on 23rd April, 2023 members approved increase in Authorised Capital from 2,00,00,000 ( Two Crores Only) to 5,00,00,000 ( Five Crores Only).

The Company has done Rights Issue for 10,00,000 Shares at 10 each. The same has been allotted dated 15th June, 2023.

The Company has raised 7,20,000 Equity Shares of 10 each at a premium of 70 per share of via public issue dated 6th September, 2023. The same has been allotted dated 13th September, 2023.

The Company has not issued shares with differential voting rights nor has issued any Sweat Equity. As on March 31, 2024, none of the Directors of the Company hold any convertible instruments of the Company.

6. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

7. Material changes and commitments affecting financial position of the company, occurred between the end of financial year and the date of report

Except as disclosed elsewhere in this report, no material changes and commitments have occurred between the end of the financial year of the Company and date of this report which can affect the financial position of the Company.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

There have not been any material orders passed by any regulators or courts or tribunals impacting the going concern status of the Company and Company's operations in future.

9. Details of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year

During the year under review no Company has become Subsidiary/ Joint venture/ Associate of the Company. And no company has been ceased to be Subsidiary/ Joint venture/ Associate of the Company during the Year.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement

There are no Subsidiary, Joint venture and Associates of the Company.

11. Annual Return:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return is placed on website of the Company and which shall be treated as part of this Report. The link of the Annual Report is as follows: https://kpackltd.com/index.php/frr/

12. Dematerialization of Shares

All the Equity Shares of the Company are in dematerialized form with either of the depositories viz. NSDL and CDSL. The ISIN allotted is INE04T901017.

13. Change in Nature of Business

There has been no change in the nature of business carried out by the Company during the year.

14. Management Discussion & Analysis Reports

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a separate section forming part of the Annual Report.

15. Finance

Cash and Bank Balance as at March 31, 2024 was 34.63 Lakhs. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

16. Deposits

There was no deposit accepted by the Company within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made thereunder at the beginning of the year. The Company has not invited or accepted deposit during the year and there was no deposit which remained un-paid or unclaimed at the end of the year.

17. Particulars of Loans, Guarantees or Investments under section 186

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

18. Internal Control Systems and their Adequacy

Adequate internal controls, systems and checks are in places, which commensurate with the size of the Company and the nature of its business. The Management exercises financial control on the operations through a well-defined budget monitoring process and other standard operating procedures. In addition to the above, the Audit Committee and the Board specifically reviews the Internal Control and Financial Reporting process prevalent in the Company. On a yearical basis, the Board also engages the services of professional experts in the said field in order to ensure that the financial controls and systems are in places. The Management also improvise the various Standard Operating Process (SoP) based on findings of Internal Auditors as well review of SoPs by the Management.

19. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under the provisions of section 134(3)(m) of Companies Act, 2013 read with rule 8 (3) of Companies (Accounts) Rules, 2014 are as follows:

(A) Conservation Of Energy

i. The steps taken or impact on conservation of energy NA
ii. The steps taken by the company for utilizing alternate sources of Energy NA
iii. The capital investment on energy conservation equipment NA

(B) Technology Absorption

i. The efforts made towards technology absorption NA

ii. The benefits derived like product improvement, cost reduction, product development or import substitution

NA

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

NA
a) The details of technology imported NA
b) The year of import NA
c) Whether the technology been fully absorbed NA
iv. The expenditure incurred on research and development NA

(C) Foreign Exchange Earnings Or Outgo In Foreign Exchange During The Year

i. The foreign exchange earned in terms of actual inflows during the year NIL
ii. The foreign exchange outgo during the year in terms of actual outflow NIL

20. Directors and Key Managerial Personnel

As on the date of this Report, your Company has 7 (Seven) Directors consisting of 2 (Two) Independent Directors, 4 (Four) Executive Directors and 1 (One) Non-Executive Directors, out of which 2 directors are Women Director.

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with the applicable Rules thereto and the Articles of Association of the Company, Mr. Rohit Jitendra Dholakia (DIN:05302050) and Mrs Purvi Prashant Dholakia (DIN:05302029) retire by rotation at the ensuing Annual General Meeting and, being eligible, offers themselves for re- appointment. The Board recommends to the Members their re-appointment as Director of the Company.

Mr. Jainam Prashant Dholakia, (DIN 10343866), who was appointed as an Additional Director of the Company in terms of Section 161 of the Act by the Board of Directors with effect from 18th October, 2023. Your Directors propose his appointment as Director of the Company.

Mrs. Purvi Prashant Dholakia (PAN: AESPD0487Q) has resigned Chief Financial Officer (CFO) of the Company and Mr. Jainam Prashant Dholakia, (PAN: CNVPD4418H), was appointed as Chief Financial Officer (CFO) of the Company in terms of Section 203 of the Companies Act, 2013 with effect from 18th October, 2023.

Brief profile of the Director proposed to be re-appointed at the 11th AGM, relevant information as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards- 2 have been provided in Annexure II to the Notice convening 11th AGM.

As on March 31, 2024 following were the Directors and Key Managerial Personnel in the Company:

1. Mr. Prashant Jitendra Dholakia (DIN: 06428389) Chairman & Managing Director- Key Managerial Personnel (appointed w.e.f. 17th June, 2023)

2. Mr. Rohit Jitendra Dholakia (DIN: 05302050), Whole-Time Director (appointed w.e.f. 17th June, 2023)

3. Mrs. Purvi Prashant Dholakia (DIN: 05302029), Whole-Time Director (appointed w.e.f. 17th June, 2023)

4. Mrs. Purvi Prashant Dholakia (PAN: AESPD0487Q) appointed as Chief Financial Officer w.e.f 17th June, 2023 and resigned w.e.f 18th October, 2023.

5. Mrs. Jagruti Rohit Dholakia (DIN: 05302006), Non-Executive Director (appointed w.e.f. 17th June, 2023)

6. Mr. Jainam Prashant Dholakia (DIN: 10343866), Additional Director & CFO- Key Managerial Personnel (appointed w.e.f. 18th October, 2023)

7. Mr. Tushar Rameshchandra Shah (DIN: 10200280), Independent Director (appointed w.e.f. 17th June, 2023)

8. Mr. Naman Haresh Patel (DIN: 10200283), Independent Director (appointed w.e.f. 17th June, 2023)

9. Mr. Mithun Patel (Membership No. A43753), Company Secretary & Compliance Officer - Key Managerial Personnel. (appointed w.e.f. 17th June, 2023) He resigned w.e.f. 10th August, 2024. 10.Ms. Pooja Burad (Membership No. A71849) has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. 23rd August, 2024.

Other than above there was no change in Directors or Key Managerial Personnel by way of appointment, resignation, death or cessation.

21. Declaration by an Independent Director(s)

All the Independent Directors have given declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013, stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there has been no change in the circumstances affecting their status as Independent Directors of the Company and that they are not disqualified to become Independent Directors under the Act. In the opinion of the Board of Directors, all the Independent Directors fulfil the criteria of independence as provided under the Act and that they are independent of the Management.

22. Board Evaluation

The Board evaluation process is carried through a structured questionnaire which was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation; the questionnaire for evaluation are to be filled in, consolidated and then evaluation was carried out. Pursuant to the provisions of Section 178 of the Companies Act, 2013 and terms of reference of Nomination and Remuneration Committee, the Committee had decided that performance of the Board, Committee and all the Directors, excluding Independent Directors, would be carried by Independent Directors and performance evaluation of Independent Directors would be carried by the Board of Directors once in year. In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each Independent Director was evaluated by the entire Board of Directors in its meeting held on (date) (wherein the Director getting evaluated was absent) on various parameters like engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders, etc. The Board was of the unanimous view that every Independent Director was a reputed person and brought their rich experience to the deliberations of the Board and suggesting new system and process to improve performance of the Company.

The performance of all the Non-Independent Directors was evaluated by the Independent Directors at their separate meeting held on December 23, 2023. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance, stakeholders, etc. Independent Directors were of the unanimous view that all the Non-Independent Directors were having good business and leadership skills. The Independent

Directors also reviewed and discussed the performance of the Board as whole and flow of information from Management to the Directors. They were satisfied with the performance of the Board as a whole. Further, they have also evaluated the performance of the Chairman of the Company on various aspects such as Meeting dynamics, Leadership (business and people), Governance and Communication, etc. and expressed their satisfaction over the same.

23. Meetings of the Board

The Board of Directors met 23 times during the financial year 2023-24. The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013. Details of date of Board meeting held during the year and attendance of Directors are given in table below:

Sr. No

Date of Board Meeting Total Number of directors associated as on the date of meeting Number of directors attended
1 01 April 2023 4 4
2 16 May 2023 4 4
3 01 June 2023 4 4
4 12 June 2023 4 4
5 13 June 2023 4 4
6 15 June 2023 4 4
7 17 June 2023 6 6
8 20 June 2023 6 6
9 30 June 2023 6 6
10 18 July 2023 6 6
11 05 August 2023 6 6
12 10 August 2023 6 6
13 31 August 2023 6 6
14 07 September 2023 6 6
15 13 September 2023 6 6
16 15 September 2023 6 6
17 05 October 2023 6 6
18 18 October 2023 7 7
19 20 October 2023 7 7
20 10 November 2023 7 7
21 23 November 2023 7 7
22 23 December 2023 7 7
23 28 March 2024 7 7

Details of the Board of Directors and Attendance Record of Directors during the financial year ended March 31, 2024 is as under:

Name of the Director

DIN Board Held Meetings Board attended Meetings
Prashant Jitendra Dholakia 06428389 23 23
Rohit Jitendra Dholakia 05302050 23 23
Purvi Prashant Dholakia 05302029 23 23
Jagruti Rohit Dholakia 05302006 23 23
Naman Haresh Patel 10200283 17 17
Tushar Rameshchandra Shah 10200280 17 17
Jainam Prashant Dholakia 10343866 6 6

The intervening gap between the meetings was within the year prescribed under the Companies Act, 2013.

Separate meeting of Independent Directors, pursuant to Section 149 (7) read with Schedule VI of the Companies Act, 2013 was held on 23rd December, 2023.

24. Details of Committees of the Board

Currently the Board has 3 Committees: The Audit Committee, Nomination & Remuneration Committee and Stakeholders’ Relationship Committee. The Composition of various Committees and other details are as follows:

A. Audit Committee:

The Board has an Audit Committee in conformity with the provisions of Section 177 of the Companies Act, 2013. As on March 31, 2024, the Audit Committee comprised of two Independent Directors namely, Mr. Tushar Rameshchandra Shah (DIN: 10200280), Mr. Naman Haresh Patel (DIN: 10200283) and one Managing Director, Mr. Prashant Jitendra Dholakia (DIN: 06428389), where Tushar Rameshchandra Shah (DIN: 10200280) acted as the Chairman of the Committee. Further, Mr. Mithun Patel, Company Secretary and Compliance Officer of the Company, acted as Secretary of the Committee.

All the Members of the Audit Committee are financially literate and have accounting or related financial management expertise as required under the Companies Act, 2013. All the major steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee.

The details of number of Committee Meetings held during the year 2023-24 and attendance of Members of the Committee are given in table below:

Name of Committee Members

18.10.2023 10.11.2023 28.03.2024

Tushar Rameshchandra Shah

Yes Yes Yes
Naman Haresh Patel Yes Yes Yes

Prashant Jitendra Dholakia

Yes Yes Yes

B. Nomination & Remuneration Committee:

The Board has Nomination & Remuneration Committee in conformity with the provisions of Section 178 of the Companies Act, 2013. As on March 31, 2024, the Nomination and Remuneration Committee was comprised of two Independent Directors namely, Mr. Tushar Rameshchandra Shah (DIN: 10200280), Mr. Naman Haresh Patel (DIN: 10200283) and Non-Executive Director Mrs. Jagruti Rohit Dholakia (DIN: 05302006), where Mr. Tushar Rameshchandra Shah (DIN: 10200280) acted as the Chairman of the Committee. Further, Mr. Mithun Patel, Company Secretary and Compliance Officer of the Company, acted as Secretary of the Committee.

The appointment of the Directors and Key Managerial Personnel is recommended by the Nomination

& Remuneration Committee to the Board. Your Company has devised the Nomination and Remuneration Policy for the appointment of Directors and Key Managerial Personnel (KMPs) of the Company who have ability to lead the Company towards achieving sustainable development. The said Policy also covers the matters related to the remuneration of Directors, Key Managerial Personnel and Senior Managerial Personnel.

The Nomination and Remuneration Policy may be accessed on the Company’s website at the link: https://kpackltd.com/index.php/investor.

The Details of remuneration paid to the Directors are given in form MGT-7 and also in annexures to the Board’s Report. Only one meeting of the Nomination & Remuneration Committee held during the year 2023-24 on August 18, 2023 which was attended by all the Committee Members.

C. Stakeholders’ Relationship Committee:

The Company has always valued its investors and stakeholders. In order to ensure the proper and speedy redressal of shareholders’/investors’ complaints, the Stakeholders’ Relationship Committee was constituted. The role of the Committee is to consider and resolve security holders’ complaint and to attend all the investors’ request. The constitution and terms of reference of the Stakeholders’ Relationship Committee is in conformity with the provisions of Section 178(5) of the Companies Act, 2013.

As on March 31, 2024, the Stakeholders’ Relationship Committee was comprised of Mr. Tushar Rameshchandra Shah (DIN: 10200280), Mr. Prashant Jitendra Dholakia (DIN: 06428389) and Mrs. Purvi Prashant Dholakia (DIN: 05302029), where Mr. Tushar Rameshchandra Shah (DIN: 10200280) acted as the Chairman of the Committee. Only one meeting of the Nomination & Remuneration Committee held during the year 2023-24 on November 10, 2023.

25. Directors’ Responsibility Statement as Required Under Section 134(3)(C) of the Companies Act, 2013

The Directors state that: -

a. in the preparation of the annual accounts for the financial year ended on March 31, 2024, the applicable accounting standards have been followed along with proper explanation by way of notes to accounts relating to material departures; b. the selected accounting policies were applied consistently and the judgments and estimates made by them are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year on 31st March, 2024 and of the profit of the Company for that year; c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the annual accounts have been prepared on a going concern basis. e. the Directors had laid down internal financial controls to be followed by the Company and that such internal controls are adequate and were operating effectively during the financial year ended 31st March, 2024; and f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the financial year ended 31st March, 2024.

26. Related Party Contracts or Arrangements

All related party transactions that were entered into during the financial year were on 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 ‘A’. The Company do not have any holding or subsidiary company hence disclosure under point A of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

The details of transactions entered into with related parties, as per Accounting Standards, are disclosed in the Financial Statement.

The Policy on Related Party Transactions has been published on the Company’s website (www.kpackltd.com) under the "Investor" section.

27. Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/ behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company’s website www.kpackltd.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

28. Vigil Mechanism/ Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal with instance of fraud and mismanagement, if any. Whistle Blower Policy is available on the Company’s website. The Policy on vigil mechanism may be accessed on the Company’s website at the link: https://kpackltd.com/index.php/investor/.

29. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance beyond threshold limit mentioned in the policy for dealing in the 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 year when the Trading Window is closed. The Company Secretary is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

30. Audit Committee

The details pertaining to composition of Audit Committee are included in Corporate Governance Report, which forms part of this Annual report.

31. Nomination and Remuneration Policy

The Company’s policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in Corporate Governance Report, which forms part of Annual Report. The Nomination and Remuneration Policy of the Company is also posted on the website of the Company under Investors’ Relation Section.

32. Statutory Auditors and Statutory Audit Report

At the Annual General Meeting of the Company held on 31st December, 2020, M/s. Dhanesh Amritlal & Associates, Chartered Accountants (Firm Registration No. 142800W), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held for the financial year 2024-25. In terms of the proviso to Section 139, 142 and other applicable provisions of the Companies Act, 2013, and rules made thereunder, including any statutory enactment or modification thereof, the Company hereby M/s. Dhanesh Amritlal & Associates, Chartered Accountants bearing ICAI firm registration number 142800W, the Statutory Auditors of the Company to hold office until the conclusion of the Annual General Meeting of the Company to be held for the financial year 2024-25 on such remuneration as may be determined by the Board of Directors. Accordingly, M/s. Dhanesh Amritlal & Associates will continue as Statutory Auditor of the Company till the financial year 2024-25.

The Auditors’ Report and annexure to the Auditors’ Report are self-explanatory and does not contain any observation/ qualification therefore, no explanations need to be provided for in this report.

33. Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the requirement to take the Secretarial Audit Report from the Peer Reviewed Practicing Company Secretary, the Company has appointed Zankhana Karan Bhansali, Proprietor of M/s Zankhana Bhansali & Associates, Company Secretary in Practice (COP 10513 & PR No.1625) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in form MR-3 is annexed herewith as Annexure ‘B’ to this Report and there are certain qualifications, management explanation of which is given in the report.

34. Internal Auditors

Mr. Shrikant Sawane resigned as Internal Auditor of the Company w.e.f. 26th March, 2024. Pursuant to the provisions of Section 138 of Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013 M/s. Sunil S Gokhale and Associates, Chartered Accountants were appointed as Internal Auditors of Company w.e.f. 28th March, 2024.

35. Cost Auditors

Provisions for Cost Auditor are not applicable to your company.

36. Listing

The Equity Shares of the Company are listed on SME Platform of BSE Limited. The Company has made payment of Annual Listing Fees and other compliance fees.

37. Statutory Disclosures

None of the Directors of the Company are disqualified as per provisions of Section 164(2) of the Companies Act, 2013.

Your Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and Listing regulations.

38. Risk Management

Your Company has a well-defined Risk Management System in place, as a part of its good Corporate Governance practices. All the risks are identified at various levels and suitable mitigation measures are thereafter adopted. These are subjected to a quarterly review by the Audit Committee as well as the Board. Accordingly, management of risk has always been an integral part of the Company’s ‘Strategy of Organisation’ and straddles its planning, execution and reporting processes and systems. Backed by strong internal control systems, the current Risk Management Framework consists of the following key elements:

The Risk management policy of the Company clearly lays down the roles and responsibilities of the entity in relation to risk management covering a range of responsibilities, from the strategic to the operational. These role definitions, inter-alia, provides the foundation for your Company’s Risk Management Policy and Framework that is endorsed by the Board and is aimed at ensuring formulation of appropriate risk management procedures, their effective implementation across your Company and independent monitoring and reporting by Internal Auditors.

Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique / relatively high risk profiles.

The Audit Committee of the Board Reviews Internal Audit findings and provides strategic guidance on internal controls. The Audit Committee closely monitors the internal control environment within your Company including implementation of the action plans emerging out of internal audit findings.

The Company has appointed Internal Auditors and Secretarial Auditors to comply with the various provisions and compliances under applicable laws.

39. Particulars of Employees

The information required to be disclosed with respect to the remuneration of Directors and KMPs in the Board’s Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The names of top ten employees of the Company in terms of remuneration drawn for the financial year 2023-24, as required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Both are appended as Annexure C of the Boards Report.

40. Corporate Governance

Your Company is committed to maintain the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. We have implemented best corporate governance practices in the Company to enhance long-term shareholder value and respect minority rights in all our business decisions. Being listed on SME Exchange of BSE Ltd., as per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance provisions contained in the said Regulations are not applicable to your Company hence your Company is not required to give report on Corporate Governance. Even though the provisions of Corporate Governance are not applicable to the Company, the Company in words and spirit follows the most of the provisions of Corporate Governance.

41. Committee and Policy under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has constituted Internal Complaints Committee under and as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no instance of complaint or report under the said Act was registered in any of the units of the Company.

42. Corporate Social Responsibility

As per the Section 135, Corporate Social Responsibility is not applicable to our Company.

43. Industrial Relations

During the year under review, your Company enjoyed cordial relationship with contractor and employees at all levels.

44. Insolvency and Bankruptcy Code

No application has ever been filed against the Company under the Insolvency and Bankruptcy Code, 2016.

45. Secretarial Standards:

The Company has complied with the applicable Secretarial Standards, as issued by the Institute of Company Secretaries of India and notified by the Central Government.

46. Additional Disclosures under Companies Act, 2013

a. The Company has not issued any bonus shares, sweat equity shares and shares with differential voting rights during the year under review. b. The Company does not accept any deposit from its public. c. No material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report. d. There was no change in the nature of business during the year under review. e. The provisions regarding receipt of remuneration or commission from holding or subsidiary of the Company are not applicable and hence, the disclosure under Section 197(14) is not required. f. The Company has not received any complaints under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. g. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future. h. The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

47. Acknowledgements

The Board of Directors wish to place on record their appreciation for the support extended by the Company’s bankers, Bombay Stock Exchange Limited, Local Authorities, business associates, clients, consultants, auditors, shareholders and the employees of the Company for their continued co-operation and support to the Company and look forward to their continued support.

The Directors also thank the members for continuing their support and confidence in the Company and its management.

By Order of the Board of Directors For Kahan Packaging Limited

Sd/-

Prashant Jitendra Dholakia

Managing Director

(DIN 06428389)

Place: Mumbai

Dated: 23rd August, 2024