Kaira Can Company Ltd Directors Report

To the Members,

The Directors present the Sixty First Annual Report and the Audited Statement of Accounts of the Company for the year ended 31^st March, 2024.

1. CORPORATE OVERVIEW

Kaira Can Company Limited is a company incorporated in India on March 1, 1962. The company started its manufacturing activity as a Private Limited Company at Anand in the state of Gujarat, which later became a Public limited company on August 24, 1964 and is listed on Bombay Stock Exchange (BSE). The Company is engaged in the manufacture of Open Top Sanitary Cans, Lithographed and Plain Metal Containers and Paint Containers.

The company is also in the business of manufacturing of Ice Cream Cones since financial year 2000-2001. The Registered Office of the Company is situated at Mahalaxmi, Mumbai in the state of Maharashtra. The factories are located at Kanjari and Vithal Udyog Nagar in the State of Gujarat.

2. FINANCIAL RESULTS

	31st March, 2024	31st March, 2023
	(Rupees in Lakhs)	(Rupees in Lakhs)
Total Revenue from operations	22,383.58	25,387.12
Other Income	115.93	75.50
Total Revenue	22,499.51	25,462.62
Profit before depreciation and tax	828.18	1,600.07
Less : Depreciation	302.86	456.08
Profit before tax	525.32	1,143.98
Less : Provision for current tax	131.23	364.22
Provision for tax – earlier years	(1.82)	(5.28)
Provision for deferred tax	(15.69)	(18.95)
Net profit for the year amounts to	376.58	803.99
Balance brought forward from previous year (*5,608.60 – 100 Trf. To Gen. Res – 110.66 Div. + 8.93 OCI)	5,406.87	4,804.61
The Disposable profit for the year	5,783.45	5,608.60

3. REVIEW OF OPERATIONS

Your Company has achieved a total sales turnover of Rs. 22,500 lakhs for the year ended 31^st March, 2024 as compared to Rs. 25,463 lakhs for the previous year - a decrease of 12%. The decline is attributed to factors namely the sales of OTS cans were badly affected due to poor mango season, the decline in demand by various customers due to unfavorable domestic as well as international market condition.

During the year under review, the Company has achieved a sales turnover of Rs. 21,071 lakhs of metal cans and its components as compared to Rs. 23,823 lakhs in the previous year, thereby registering a decrease of 12%. The Company has executed export orders worth Rs. 228 lakhs of metal cans and its components during the year under review as compared to Rs. 412 lakhs in the previous year. This decline in export sales is mainly due to unfavorable international market condition and reduction in our exports of metal components to Middle East Countries due to volatile economic conditions prevailing there.

The Sugar Cone Division has achieved a sales turnover of Rs. 1,309 lakhs as compared to Rs.1,553 lakhs in the previous year - decrease of 16%. This decline in sales turnover of sugar cone is due to decrease in overall ice-cream demand.

4. DIVIDEND

Your Directors are pleased to recommend for your approval dividend of Rs. 12/- per Equity Share of Rs.10/- each on 9,22,133 Equity Share for the year ended March 31, 2024 (Previous Year: Dividend of Rs.12/- per equity share of Rs.10/- each). The payout of Rs.1,10,65,596 /- dividend is payable shall be subject to deduction of tax at source, as applicable. You are requested to approve the same.

5. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, the unclaimed dividend relating to the financial year ended 31^st March, 2017 declared on 11^th August, 2017 is due for remittance on 15^th September, 2024 to Investor Education and Protection Fund established by the Central Government.

6. SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2024 is Rs.92,21,330/- comprises 9,22,133 shares of Rs.10/- each. During the year under review, the Company has not issued any Shares on Right basis and bonus to the shareholders.

7. DOMESTIC MARKET AND EXPORTS

The Company is one of the leading and established Company in tin packaging industry in India. The Company is doing aggressive marketing efforts and focusing on quality and uninterrupted supply throughout the year to dairies and food processing industries. The company has entered into paint sector as well.

Further, the Company has also its presence in export market in Middle East countries. The Directors are positive of the future growth in international market.

Total Foreign Exchange Earned. Product exports	Rs. 227.67 lakhs
Total Foreign Exchange Used. Import of tinplate (main raw material), Stores & Spares, Capital Goods etc.	Rs. 961.16 lakhs

8. FINANCIAL AND ACCOUNT STATEMENTS

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and as mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2024 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31, 2024.

There is no audit qualification in the financial statements by the statutory auditors for the year under review.

9. RATING

The Company has been assigned a rating CRISIL A-/ Stable for Long term facilities and CRISIL A2 Plus for short term facilities.

10. SUBSIDIARIES

Your Company does not have any subsidiary company.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are given in the notes to financial statements.

12. DISCLOSURES UNDER THE COMPANIES ACT, 2013

i) Annual Return:

The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed at www.kairacan.com.

ii) Number of Board Meetings:

The Board of Directors met four times during the year 2023-24. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report, appearing as a separate section in this Annual report.

iii) Composition of Audit Committee

Kaira Can Company Limited has an Audit Committee that comprises of four Non-executives, Independent Directors and two non-executives, non-independent Director. The Chairman of the Audit Committee is an Independent Director. The Independent Directors are accomplished professionals from the corporate fields. The Managing Director, Executive Director & Chief Financial Officer (CFO), GM (Finance and Accounts) and AGM - Accounts of the Company attend the meetings on invitation. The Company Secretary is the Secretary of the Committee.

During the year the Audit Committee has following members:

Shri. Keval N. Doshi	- Chairman, Non-Executive and Independent Director
Shri. Laxman D. Vaidya	- Member, Non-Executive and Independent Director
Smt. Varsha R. Jain	- Member, Non-Executive and Independent Director
Shri. Jai S. Diwanji	- Member, Non-Executive and Independent Director
Shri. Kirat M. Patel	- Member, Non-Executive and Non Independent Director
Shri. Utsav R. Kapadia	- Member, Non-Executive and Non Independent Director

During the year ended March 31, 2024 the Committee met four times.

The other details of the Audit Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

iv) Related Party Transactions:

All related party transactions that were entered into during the financial year were on an arms length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. All related party transactions are mentioned in the notes to the accounts.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for the approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at www.kairacan.com.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arms length basis form AOC-2 is not applicable to the Company.

13. MANAGEMENT OF RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES.

Whistle Blower Policy/ Vigil mechanism

The Company has whistle blower policy to deal with instances of fraud and mismanagement, if any.

In compliance with the requirement of the Companies Act, 2013 and Listing Agreement guidelines, the Company has established a Whistle Blower Policy/Vigil mechanism policy and the same is placed on the website of the Company at www.kairacan.com. The employees of the company are made aware of the said policy at the time of joining the Company.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

14. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The internal audit is entrusted to Messrs. Kiran Patel & Co., Chartered Accountants. The main thrust of internal audit is to test and review controls.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a strong Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board.

15. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all applicable environmental laws and labor laws. The Company has been taking all the necessary measures to protect the environment and maximize worker protection and safety. The Companys policy require conduct of operation in such a manner so as to ensure safety of all concerned, compliance of environmental regulations and preservation of natural resources.

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) 2013 and the rules made thereunder, the Company has constituted Internal Complaints Committee. During the year under review there were no complaints referred to the Committee.

The Company is having status of ISO 9001-2015 certification, which is internationally recognized for the production, quality control and other qualities. The scope of certificate is for management system which is in line with the standards of the manufacturing and supply of metal cans and components.

16. EMPLOYEES STOCK OPTION PLAN

Your Company has not provided any employee stock options.

17. DIRECTORS

The Board consists of Executive and Non-Executive Directors, including Independent Directors, who have wide and varied experience in different discipline of corporate functioning.

In accordance with the provisions of the Companies Act, 2013 and the Companys Articles of Association, Shri. Atul  Kumar Agarwal and Shri. Utsav R. Kapadia retire by rotation and being eligible offer themselves for the re-election.

The Board of Directors also proposed to re-appoint Shri. Keval N. Doshi for the further term of 5 years as an Independent Director. At the ensuing 61st Annual General Meeting, the requite special resolution for the said appointment is being placed before the members for their approval.

18. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the section 149 of the Companies Act, 2013 as well as Regulations 16 (b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Board confirms that the said Independent Directors meet the criteria as laid down under the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

19. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the companys website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

20. EVALUATION OF THE BOARDS PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the annual evaluation has been carried out by the Board of its own performance and that of its committees and individual Directors by way of individual and collective feedback from Directors. The Directors expressed their satisfaction with the evaluation process.

21. KEY MANAGERIAL PERSONNEL

During the year under review, the following are the Key Managerial Personnel of the Company:

Sr. No.	Name of the Key Managerial Personnel	Designation
1	Shri. Ashok B. Kulkarni	Managing Director
2	Shri. K. Jagannathan	Executive Director & Chief Financial Officer
3	Shri. Hiten P. Vanjara	Company Secretary

22. PARTICULARS OF THE EMPLOYEES

Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thereunder forms part of the Boards Report. The said disclosures, information and details in respect of employees of the Company required pursuant to said Section and the Rule will be provided upon request. However, in terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the statement of particulars of employees and is available for inspection by the Members upon request. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard at companysecretary@kairacan.com.

23. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy is explained in the Corporate Governance Report.

24. STATUTORY AUDIT

M/s. G. D. Apte & Co., Chartered Accountants, Mumbai (Firm Registration No. 100515W) complete their first term of five consecutive years as the statutory auditors of the company at the conclusion of 61st AGM of the company. Pursuant to section 139(2) of the Companies Act 2013, the company can appoint them for a second term of five consecutive years.

They have consented to the said reappointment, and confirmed that their reappointment, if made, would be within the limits specified under Section 141(3)(g) of the Companies Act, 2013. They have further confirmed that they are not disqualified to be reappointed as statutory auditors in terms of the provisions of the Companies Act, 2013 and the provisions of the Companies (Audit and Auditors) Rules, 2014, as amended from time to time.

The Audit Committee and the Board of Directors has recommended the reappointment of M/s. G. D. Apte & Co., Chartered Accountants as statutory auditors of the company from the conclusion of the 61st AGM till the conclusion of 66th AGM, to the members.

The Auditors Report for financial year 2023-24 does not contain any qualification, reservation, disclaimer or adverse remark. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Companies Act, 2013 and Rules framed thereunder.

The Auditors Report is enclosed with the financial statements in this Annual Report.

25. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Mr. Prashant S. Mehta Practicing Company Secretary ACS 5814 (C.P.No.17341) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included in the Directors Report and forms an integral part of this report is annexed as Annexure - I

26. COST AUDIT

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to Can Division. The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. P. D. Modh & Associates as Cost Auditor to audit the cost accounts of the Company for the financial year 2024-25. As required under the Companies Act, 2013, a resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General meeting.

27. BUSINESS RISK MANAGEMENT

Risk management is embedded in your Companys operating framework. Your Company believes that managing risks helps in maximizing returns. The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The Company has a robust Business Risk Management framework to identify, evaluate and access business risks and their impact thereupon. The key business risk elements identified by the Company and bifurcated under different

Heads are as under:

• Raw Materials: This head covers Cost of raw materials, non-availability of raw materials, etc. The Company is mitigating these risks through regular planning of purchase of raw material and maintaining re-order quantity and inventory management reporting.

• Financial risks: This head covers risk elements such as dwindling financial ratios, foreign exchange fluctuations, drop in credit rating, investor relations, fraud, inadequate insurance, etc. The Company is mitigating these risks through evaluating business operation efficiency, keeping accounts recoverable at low and managing efficiently debt and financial leverage.

• Operations risks: This head includes risk elements such as non-availability of Labour, labor unrest, non-availability of power, non-availability of water, breakdown, non-availability of competent personnel, pollution control, legal compliance, safety, logistics / transport, machinery spares and equipment issues, etc. The Company is mitigating these risks by Monitoring and evaluations at regular intervals by establishing appropriate metrics and key performance indicators to monitor and timely assessment of risk and performance.

• Market risks: This head includes risk elements such as price of finished products, demand Supply mismatch, substitute products, bad debts, service / product complaints, brand image, etc. The Company is mitigating these risks through increasing customer base, improving demand-supply chain management, improving quality of product, creating strong brand image of the company, strong and customer friendly relationship.

• Regulatory risks: The Company is exposed to risks attached to various statutes, laws and regulations. The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

• Human resource risks: Retaining the existing talent pool and attracting new talent are major risks. The Company has initiated various measures including educating, training and integration of learning and skill development activities. The Company regularly conduct workshops and training sessions which helps to identify, nurture and groom managerial talent within the company to prepare them for future business leadership.

• Strategic risks: Business Developments, capital expenditure for capacity expansion etc., are normal strategic risks faced by the Company. However, the Company is regularly taking various steps for obtaining approvals for investments in businesses and capacity expansions.

• Cyber risks: The failure of Information Technology (IT) systems due to malicious attacks and / or non-compliance with data privacy laws can potentially lead to financial loss, business disruption and / or damage to the Companys reputation. The Company has in place a data protection system. It maintains a cyber-security infrastructure. The Company uses standardised backup tools, services and procedures to ensure that information and data are stored at two or more diverse locations.

28. INSURANCE

The Assets of the Company are adequately insured against the loss of fire, riots, earthquake, etc. and other risks which considered necessary by the Management.

29. DEPOSITS

The Company has discontinued its Fixed Deposit Scheme since 11^th August, 2017 and thereafter Company has stopped accepting fresh and renewing any fixed deposits from the members.

The company has also repaid all outstanding deposits to the fixed deposit holders as on 31^st March, 2019. As a result, there is no outstanding Fixed Deposits as on date.

30. INSIDER TRADING POLICY

As required under the amended new Insider Trading Policy Regulations of SEBI, your Directors have framed new Insider Trading Regulations and code of Internal Procedures and Conduct for Regulating Monitoring and Reporting of Trading by Insiders. For details please refer to the companys website.

31. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c. that 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. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

32. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the year under review, relations between the employees and the management remained satisfactory at all the units of the Company. The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

The Company is committed to nurturing, enhancing and retaining top talent through learning and organizational development as a part of human resource development function. None of the employee is drawing salary in excess of the limits prescribed by the Companies Act, 2013 and rules made thereunder, which needs to be disclosed in the Directors Report.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations.

34. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Your Company is committed to good Corporate Governance practices and following to the guidelines prescribed by the SEBI and BSE Ltd from time to time and Pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 the Company has implemented various provisions relating to Corporate Governance, a separate section on Corporate Governance practices, followed by the Company and Management discussion and analysis together with a certificate from the Company Secretary in practice confirming compliances, is set out in the Annexure forming part of this Report.

35. CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to discharging its social responsibility as a good corporate citizen.

The Committee has identified the following Registered Trust for its CSR Program The Committee has contributed by way of donation to registered trust, viz., Charutar Arogya Mandal, located at Vallabh Vidya Nagar, Gujarat, which manages Shree Krishna Hospital, which cater to general public and needy people in and around Karamsad, near Kanjari and Anand. The Trust is dedicated to serve the public at reasonable rate for treatment of advance medical treatment of cancer and cardiac patients under its health care and preventive health care program.

The Committee has also contributed by way of donation to HPL Public charitable trust, for various charitable activities like public health system, hospital particularly related to critical illness and other medical health care for treating poor and needy patient.

The Board provide a brief outline of the company‘s CSR policy including the statement of intent reflecting the ethos of the company, broad areas of CSR interest and an over view of activities proposed to be undertaken. The CSR policy has been hosted on the website of the Company. The CSR Committee consists of the following members:

Name of the Member	Designation
Shri. Premal N. Kapadia, Non-Executive Non-Independent Director	Chairman of the committee
Shri. Keval N. Doshi, Non-Executive Independent Director	Member
Shri. K. Jagannathan, Executive Director and CFO	Member

The Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is included in the Directors Report and forms an integral part of this Report and is annexed as Annexure II.

36 CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS

A. Conservation of Energy

Energy conservation remains a top priority for the Company, as we aim to effectively control electricity and fuel consumption across all our units. The company has taken following steps to streamline power consumption and reduce overall energy usage.

i. Implemented LED smart fit lighting in Cone & Can division to save the energy;

ii Installed day light sensor in plant, street and parking area for energy saving.

B. Technology Absorption , Adaptation and Innovation

In line with our commitment to continuous improvement, the Company continues to upgrade systems and equipment.

These efforts are focused on enhancing product quality, minimizing manufacturing wastages, improving productivity, and ensuring customer satisfaction. The company has installed following equipments accordingly:

i Sheet feed press in Can division;

ii Additional one Printing and one Coating Machine;

iii New firefighting system in Kanjari Unit;

iv Sewage Treatment Plant (STP) in Kanjari Unit;

v Modern unloading bay for quick unloading of Raw Material etc.

37. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders.

Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

38. ACKNOWLEDGEMENT

Your Directors express their appreciation for the assistance and co-operation received from the Gujarat Co-operative Milk Marketing Federation Limited, customers, suppliers, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation to all employees for their hard work, dedication and support which has helped us to face all challenges and enable business continuity.

On behalf of the Board of Directors

UTSAV R. KAPADIA

DIN 00034154

ASHOK B. KULKARNI

DIN 01605886

Place: Mumbai

Date: 24^th May, 2024