Dear Members,

The Directors are pleased to present their Fourty Seventh Annual Report together with Audited Financial Statements for the financial year ended 31^st March, 2018.

Financial Highlights:

(Rs. in Lacs)

Review of Operations:

Fiscal 2017-18 proved to be year of stellar performance for your Company with an all time High Sales Revenue of RS. 285 Crores. Delivering superior performance in today’s volatile and global environment requires sound strategy and disciplined execution. A sustained focus on new marketing initiatives and acquisition of new customers has led to an improved overall performance of your company as highlighted below :

Share Capital:

During the year your Company has issued and allotted 23,87,774 partly paid up equity shares on Rights basis. The Board has also made call on these partly paid up shares. The conversion of partly paid shares on which call money have been received into fully paid up equity shares and listing and trading approval thereon are under process.

Dividend:

Your Directors have recommended a final dividend @ RS. 1.80 per Equity Share for the financial year 2017-18 on increased capital. Payment of dividend is subject to the approval of shareholders. Further, the dividend shall be paid in proportion to the paid up value of equity shares.

Outlook:

Your Company continues to work on technological upgradation and innovation. The new Greenfield project at Gajner Road, Fatehpur Roshnai District, Kanpur Dehat was formally inaugurated and production started on the 20^th of July, 2018 where the company has created an additional work space of about 40,000 sq meters of building. It will take a couple of months for the entire operations to streamline whereby substantial shifting from existing locations will also take place. To follow the growth momentum and to take a great leap forward your Company is gearing to rollout this ambitious project which will be instrumental in substantial expansion of the existing capacities and consolidation of operations. The management continues to look at more investment opportunities and invest wherever opportunities are available.

The management continues to lay emphasis on exports of value added products and expanding the geographical reach of its export market is your Company’s priority. The outlook for the current financial year looks robust and positive. The management is hopeful of improving its profitability.

Deposits:

Your Company has taken Deposits from Corporates, Directors, Promoters and their relatives. The outstanding balance of which is RS. 227.00 Lacs as on 31/03/2018. In view of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 all the deposits held by the Company are exempted deposits.

Directors:

Shri Sunil Mehta is retiring by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. In view of the valuable guidance and support received from him, your Directors recommend his re-appointment.

Further, the Board of Directors have re-appointed Shri Shashank Agarwal as Deputy Managing Director on fresh terms as recommended by the Nomination and Remuneration Committee, subject to the approval of shareholders at the ensuing Annual General Meeting, for a period of 3 years w.e.f. 1^st September 2018.

Meetings of The Board of Directors:

During the year your Company has conducted 6 meetings of the Board of Directors. The details of the meeting of the Board & Committees thereof including attendance therein are given under Corporate Governance Report.

Your company has digitalized the Board Process and adopted the paper less Board meeting w.e.f. the current financial year.

Key Managerial Personnel:

Following are the Key Managerial Personnel of your Company:

Declaration of Independent Directors:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Corporate Governance:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance is annexed to the Boards’ Report as Annexure ‘A’ which forms part of this report. Management Discussion and Analysis Report as stipulated under the Listing Regulations is annexed to the Annual Report which forms part of this Report. The Certificate certifying that the Company has complied with the requirements of Corporate Governance in terms of SEBI (LODR) Regulations, 2015 is attached and forms the part of this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo for the financial year 201718 are annexed as Annexure ‘B’ which forms part of this Report.

Particulars of Employees:

The information required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure ‘C’ which forms part of this Report.

Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration ) Rules, 2014 are furnished in Annexure ‘D’ and is attached to this Report.

Listing:

The Equity Shares of Company continue to be listed at Bombay Stock Exchange. We confirm that the Annual Listing Fees for the financial year 2018-19 has been paid within the stipulated time.

Auditors:

I. Statutory Auditors and their Report

M/s Rajiv Mehrotra & Associates (FRN: 002253C), Chartered Accountants, were appointed as Statutory Auditors of your Company for a period of 5 years in the Annual General Meeting held on 15/09/2017 till the conclusion of 51^st Annual General Meeting to be held in the year 2022. The requirement of ratification of the appointment of Statutory Auditors every year has been omitted by the Companies (Amendment) Act, 2017.

There was no qualification, reservation or adverse remark made by the Auditors in their respective report.

II. Cost Auditors

In view of the Companies (Auditor’s Report) Order, 2015, Cost Audit is not applicable on your Company.

III. Secretarial Auditors

The Company has appointed M/s Adesh Tandon & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for the year 2017-18. The Secretarial Audit Report, as placed by the Auditor is annexed with this Report as Annexure ‘E’. There was no qualification, reservation or adverse remark made by the Auditor in their respective report.

IV. Internal Auditors:

The Company has appointed M/s SKVA & Co., Chartered Accountants as the Internal Auditors of the Company for the year 2017-18. Their report is placed before the Audit Committee of the Company from time to time.

Internal Control System and Their Adequacy

The Company has adequate system of internal control with reference to the financial statements. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. Company ensures proper and adequate systems and procedures commensurate with its size and nature of its business.

Corporate Social Responsibility

In terms of section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 the Board of Directors of your Company has constituted a CSR Committee the details of which are given in Corporate Governance Report. CSR Committee of the Board has developed a CSR Policy which is enclosed as part of this report as Annexure ‘F’.

Annual report on CSR as required under rule 8(1) of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed with this report as Annexure ‘G’.

Particulars of Loans, Guarantees or Investments

Your Company has not made any Loan or given any Guarantees and the details of investments are given under note 8 of the Financial Statements. However, the investments made does not exceeds the limits as prescribed under Section 186 of the Companies Act, 2013.

Vigil Mechanism (Whistle Blower Policy)

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulations 34 (3) and 53 (f) of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

Risk Management

The Company follows the risk management policy wherein the management keeps an eagle eye view on the markets, both domestic and foreign, related to the products, the Company manufactures and the raw materials required. The management also monitors the socio-economic changes worldwide and the changes in the currency fluctuation to minimize the risks.

The Board members are regularly informed about the potential risks, their assessment and minimization procedures. The Board frames a plan for elimination / minimization of the risk and further lays out the steps for implementing and monitoring of the risk management plan.

There are no risks which in the opinion of the Board are of the nature that can threaten the existence of the Company. However, the risks inter-se that are generally dealt in regular course of business and have to be taken care of are fluctuations in foreign exchange rates and raw material prices.

Material Changes and Commitments :

No material changes or commitments which may affect the financial position of the Company has been occurred between the end of the financial year of the Company and the date of this report.

Indian Accounting Standards:

Your Company has adopted Indian Accounting Standards (‘Ind- AS’) with effect from 1^st April, 2017 pursuant to Ministry of Corporate Affairs notification dated 16^th February, 2015 notifying the Companies (Indian Accounting Standards) Rules, 2015. The implementation of IND-AS in 2017 was a major change in the accounting policy from 2017-18 onwards.

Board Evaluation:

The Board annually evaluates its performance as well as the performances of its Committees and of Directors individually.

For evaluating the performance of the Board as a whole, the Board reviews the periodical performances of the Company and the role of the Board towards achievement of the said performances and the future plans as set out from time to time.

The performance of the Whole Time Directors is evaluated by the Board by linking it directly with their devotion towards implementation and management of the growth parameters of the Company and the actual achievements of the Company.

The performance of the Non Executive / Independent Directors is evaluated on the basis of their contribution for adopting better corporate governance practices, transparency and disclosures in achieving the goal of the Company.

The performance of the various Committees of the Board is reviewed on the basis of the achievement of the work designated to the specific committee.

Related Party Transactions:

During the year no contract or arrangement was entered by the Company in terms of the provisions of Section 188(1) of the Companies Act, 2013.

All the transactions with the related parties entered during the year 2017-18 were in the ordinary course of business, on arm’s length basis and are under omnibus approval granted by the Audit Committee.

Further, no material related party transaction was entered during the year under review. Accordingly, disclosure as required under section 134(3)(h) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, in form AOC-2, is not applicable in your Company.

The policy to deal with the related party transactions is uploaded on the company’s website. The weblink of the same is http:// kanplas.com/wp-content/uploads/Policy-on-Related-Party-Transactions.pdf.

Company’s Policy on Directors’ Appointment and Remuneration:

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. The Company has duly constituted the Nomination and Remuneration Committee of the Board and the committee interalia periodically evaluates:

1. The need for change in composition and size of the Board;

2. Recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance.

3. Recommend the policy for remuneration of Directors, KMPs & other senior level employees of the Company and review the same in accordance with the performance of the Company and industry trend.

The Remuneration Policy is annexed herewith as Annexure ‘H’ which forms part of this report.

Significant and Material orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company’s Operations in Future.

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.

Directors’ Responsibility Statement:

Pursuant to clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that: -

i) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the Annual Accounts of the Company on a going concern basis.

v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi) 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.

Acknowledgement:

Your Directors express their sincere gratitude for continued support and cooperation received from Bankers, other Government Agencies and esteemed customers for their patronage and support during the year.

Your Directors also place on record their appreciation for the committed contribution of all the officers, staff and workmen for the consistent growth of your Company.

Your Directors also take this opportunity to place on record their gratitude to the Members for their confidence with the company.

For and on behalf of the Board of Directors

Kanpur Plastipack Limited

Place: Kanpur (Shashank Agarwal) (Manoj Agarwal)

Date : 13^st August, 2018 Deputy Managing Director Managing Director