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Kaira Can Company Limited

51stAnnual ReportFor the year ended 31st March

2014

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ANAND OFFICE Kaira Can Company Ltd. Kaira Can Complex, Near Chikodara Railway Crossing, P.B.No. 23, Anand - 388 001. Gujarat.

ANAND FACTORY Kaira Can Company Ltd. Amul Dairy Compound Anand - 388 001. Gujarat.

GIDC CONE FACTORY Kaira Can Company Ltd. Plot No. 704 /1 & 2 GIDC, Vitthal Udyog Nagar, Gujarat.

Kanjari Factory Kaira Can Company Limited Kanjari - 387 325, Dist. - Kheda, Gujarat.

Registered Office (Mumbai):KAIRA CAN COMPANY LIMITED ION House, First Floor, Dr. E. Moses Road, Mahalaxmi, MUMBAI - 400 011 Website : www.kairacan.com Tel.: 022-66608711 Fax No.: 022-66635401

51st Annual Report

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Board of Directors : Shri. Shishir K. Diwanji, Chairman (w.e.f. 23rd May, 2014)

: Shri. Ashok B. Kulkarni, Managing Director

: Shri K. Jagannathan, Executive Director

: Shri. Premal N. Kapadia

: Shri Utsav R. Kapadia

: Shri Nanak G. Sheth

: Shri Kirat M. Patel

: Shri R. S. Sodhi (Nominee of GCMMF)

: Shri Jayen Mehta (Nominee of GCMMF)

Company Secretary : Shri Hiten Vanjara

Bankers : Bank of Baroda, Mumbai

Auditors : Kalyaniwalla & Mistry, Chartered Accountants

Registered Office : ION House, Dr E Moses Road, First Floor, Mahalaxmi, Mumbai 400 011. Telephone No.: +91-22-66608711 Fax No. : 91-22-66635401 Email : [email protected] Website: www.kairacan.com CIN No. L28129MH1962PLC012289

Registrar and Share : M/s. Computech Sharecap Limited Transfer Agents 147, Mahatma Gandhi Road, Opp. Jahangir Art Gallery, Fort, Mumbai - 400 023. Telephone No.: 022 - 22635003/5000/5001 Fax No. : 022 - 22635005 Email : [email protected] Website: www.computechsharecap.in

INDEX

1. Five Years Review ................................................................................................................................................. II

2. Notice ..................................................................................................................................................................... 1

3. Directors' Report .................................................................................................................................................... 8

4. Corporate Governance Report ........................................................................................................................... 12

5.. Auditors' Report ................................................................................................................................................... 20

6. Balance Sheet ..................................................................................................................................................... 24

7. ProfitandLossAccount ...................................................................................................................................... 25

8. CashflowStatement ........................................................................................................................................... 26

9. Notestothefinancialstatement1-34 ......................................................................................................... 28 - 50

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II

FIVE YEARS REVIEW

PARTICULARSYEAR ENDING MARCH

2010 2011 2012 2013 2014EARNINGS AND DIVIDENDS

SALES Rs.in lakhs 10,261.75 11,850.15 11,723.92 12,688.64 13,324.98

CHANGE IN SALES -13% 15% -1% 8% 5%

PROFIT SUBJECT TO : Rs.in lakhs 618.60 447.26 549.40 2,780.48 1,032.91

(A) DEPRECIATION " 126.24 64.53 101.49 195.41 213.84 (B) TAXATION " 88.05 215.26 152.99 620.72 275.50

NET PROFIT 404.31 167.47 294.92 1,964.35 543.57

EARNINGS TO NET WORTH Percent 23.29 8.92 13.75 48.44 11.96

EARNINGS PER EQUITY SHARE Rupees 43.85 18.16 31.98 213.02 58.95

DIVIDEND ON EQUITY SHARES Per Share 2.50 2.50 2.50 5.00 5.00

FINANCIAL POSITION

EQUITY SHARE CAPITAL Rs.in lakhs 92.20 92.20 92.20 92.20 92.20

RESERVES & SURPLUS " 1,643.60 1,784.25 2,052.37 3,962.80 4,452.40 SHAREHOLDERS' FUNDS " 1,735.80 1,876.45 2,144.57 4,055.00 4,544.60 (NET WORTH)

SECURED LOANS " 792.20 664.70 994.73 1,451.65 1,260.70

UNSECURED LOANS " 274.20 240.00 297.15 268.55 404.10

DEFERRED TAX LIABILITY / (ASSET)

" 22.20 (32.55) 6.45 21.40 166.10

FUNDS EMPLOYED " 2,824.40 2,748.60 3,442.90 5,796.60 6,375.50

FIXED ASSETS (NET BLOCK) " 600.70 806.20 1,753.74 2,172.10 3,974.60

INVESTMENTS " 17.15 27.20 27.20 1,603.65 72.20

CURRENT ASSETSLOANS AND ADVANCES " 3,899.80 4,274.65 4,060.59 4,577.65 5,594.70

LESS : CURRENT LIABILITIES AND PROVISIONS " 1,693.25 2,359.45 2,398.63 2,556.80 3,266.00

NET CURRENT ASSETS " 2,206.55 1,915.20 1,661.96 2,020.85 2,328.70

APPLICATION OF FUNDS " 2,824.40 2,748.60 3,442.90 5,796.60 6,375.50

BOOK VALUE PER SHARE Rupees 188.30 203.50 232.60 439.70 492.80

DEBT / EQUITY RATIO - - - - -

CAPITAL EXPENSES Rs.in Lakhs 211.40 395.20 1,370.00 804.40 2,160.20

NET CASHFLOW Rs.in Lakhs 86.60 359.68 280.99 89.60 243.99

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51st Annual Report

KAIRA CAN COMPANY LIMITED (CIN: L28129MH1962PLC012289)

Regd.Office:IONHouse,Dr.E.MosesRoad,Mahalaxmi,MUMBAI-400011 e-mail : [email protected]; Website : www.kairacan.com Tel.: 022-66608711 Fax No.: 022-66635401

NOTICENotice is hereby given that the Fifty First Annual General Meeting of the Shareholders of Kaira Can Company Limited will be held on Friday, the 1st August, 2014 at 11.00 a.m. at the Hotel Kohinoor Park, Kohinoor Corner, Ruby Hall, Veer Savarkar Marg, Opp. Siddhivinayak Temple, Prabhadevi, Mumbai - 400025 to transact the following businesses:ORDINARY BUSINESS1. To receive, consider and adopt the Audited Financial Statement together with Directors’ Report and also the

Auditor's Report thereon for the year ended March 31, 2014.2. To declare a Dividend on Equity Shares.3. To appoint a Director in place of Shri Utsav R. Kapadia(DIN 00034154) who retires by rotation and being eligible,

offers himself for re-appointment.4. To appoint a Director in place of Shri N.G.Sheth (DIN 00034057) who retires by rotation and being eligible, offers

himself for re-appointment.5. ToappointAuditorsandfix their remunerationand in thisregard toconsiderand if, thoughtfit, topasswithor

withoutmodification(s),thefollowingResolutionasanOrdinaryResolution: “RESOLVED that pursuant to the Section 139 of the Companies Act, 2013, M/s.Kalyaniwalla & Mistry, Chartered

Accountants, (Firm Registration Number 104607W) be and are hereby re-appointed as Auditors of the Company toholdofficefromtheconclusionofthisAnnualGeneralMeetinguntiltheconclusionofthenextAnnualGeneralMeetingoftheCompanyonsuchremunerationasshallbefixedbytheBoardofDirectorsoftheCompany”.

SPECIAL BUSINESS6. Toconsiderand if, thoughtfit, topasswithorwithoutmodification(s), the followingResolutionasaSpecial

Resolution: “RESOLVED that in supersession of the Ordinary Resolution adopted at the 47th Annual General Meeting held

on 7th July, 2010 and pursuant to the provisions of Section 180(1) (a) and other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), the consent of the Company be and is hereby accorded to Board of Directors (hereainafter called “the Board”)whichtermshallbedeemedto includeanyCommitteethereof,whichtheBoardmayhaveconstitutedor hereinafter constitute to exercise its powers including the powers conferred by this Resolution and with the power to delegate such authority to any person or person(s) to mortgage and/or charge any of its movable and/or immovable properties wherever situated both present and future or to lease or otherwise dispose off the whole or substantially the whole of the undertaking of the Company or where the Company owns more than one undertaking, of the whole or substantially the whole of any such undertaking(s) and to create a mortgage and/or charge, on such terms and conditions at such time(s) and in such form and manner, and with such ranking as to priorityastheBoardinitsabsolutediscretionthinksfitonthewholeorsubstantiallythewholeoftheCompany’sany one or more of the undertaking or all of the undertakings of the Company in favour of any bank(s) or Financial Institution(s) together with interest, cost, charges and expenses thereon for amount not exceeding Rs.50 Crores (Rupees Fifty Crores only) over and above the aggregate of the paid-up share capital and free reserves of the Company."

"RESOLVED further that the securities to be created by the Company aforesaid may rank prior/pari passu/subservient with/to the mortgages and/or charges already created or to be created by the Company as may be agreedtobetweentheconcernedparties.”

7. Toconsiderand if, thoughtfit, topasswithorwithoutmodification(s), the followingResolutionasaSpecialResolution:

“RESOLVED that in supersession of the Ordinary Resolution adopted at the 29th Annual General Meeting held on 30th September, 1992 and pursuant to Section 180(1)(c) and any other applicable provisions of the Companies Act,2013andtherulesmadethereunder(includinganystatutorymodification(s)orre-enactmentthereofforthetime being in force), the consent of the Company be and is hereby accorded to the Board of Directors to borrow monies in excess of the aggregate of the paid-up share capital and free reserves of the Company, provided that the total amount borrowed and outstanding at any point of time, apart from temporary loans obtained/to be obtained from the Company’s Bankers in the ordinary course of business, shall not be in excess of Rs.50 Crores (Rupees Fifty Crores only) over and above the aggregate of the paid-up share capital and free reserves of the Company.”

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8. Toconsiderand if, thoughtfit, topasswithorwithoutmodification(s), the followingResolutionasanOrdinaryResolution :

“RESOLVED that, pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013, and the Rules made thereunder read with Schedule IV to the Companies Act, 2013, Shri. Kirat M. Patel (DIN 00019239), who was appointed as an Additional Director of the Company by the Board of Directors on 8thAugust,2013andwhoholdsofficeuntil thedateof thisAnnualGeneralMeeting, in termsofSection161ofthe Companies Act, 2013, and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intention to propose Shri. Kirat M. Patel as a candidatefor theofficeofDirectorof theCompany,beand isherebyappointedasanIndependentDirectoroftheCompanyforatermof5consecutiveyears,notliabletoretirebyrotation.”


“RESOLVED that, pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013, and the Rules made thereunder read with Schedule IV to the Companies Act, 2013, Shri. Shishir K. Diwanji (DIN 00087529), who was appointed as an Additional Director of the Company by the Board of Directors on 12th November,2013andwhoholdsofficeuntil thedateof thisAnnualGeneralMeeting, in termsofSection161ofthe Companies Act, 2013, and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013. signifying his intention to propose Shri. Shishir K. Diwanji as a candidatefor theofficeofDirectorof theCompany,beand isherebyappointedasanIndependentDirectoroftheCompanyforatermof5consecutiveyears,notliabletoretirebyrotation.”


“RESOLVED that, pursuant to Sections, 149, 152 and other applicable provisions of the Companies Act, 2013, and the Rules made thereunder read with Schedule IV to the Companies Act, 2013, Smt. Amita Vijayraj Parekh be and is hereby appointed as a Woman / Independent Director of the Company for a term of 5 consecutive years, not liable to retire by rotation, and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intention to propose Smt. Amita Vijayraj ParekhasacandidatefortheofficeofDirectoroftheCompany.”


“RESOLVED that, pursuant to the provisions of Section 73, and any other applicable provisions of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 made thereunder (including any statutory modification(s)orre-enactment(s)thereoffortimebeinginforce),theconsentoftheCompanybeandisherebyaccorded to Board of Directors to accept deposits from its members on such terms and conditions prescribed under theCompanies(AcceptanceofDeposits)Rules,2014,subject to fulfillmentofallnecessaryconditionsprescribed in this regard and the Board of Directors of the Company be and are hereby authorized to take such actionasitmaydeemfitandtodoortotakeallnecessarystepsinconnectionwithacceptanceofDeposits.”


“RESOLVED that pursuant to Section 148 of the Companies Act, 2013 and Companies (Audit and Auditors), Rules,2014, theremunerationofRs.55,000/-(RupeesFiftyfive thousandonly)plusservice taxasapplicableand reimbursement of actual travel and out-of-pocket expenses for the Financial Year ending March 31, 2015 as approved by the Board of Directors of the Company, to be paid to M/s. P. D. Modh & Associates, Cost Accountants for the conduct of the cost audit of the Company’s Can manufacturing units at Anand & Kanjari, be andisherebyratifiedandconfirmed.”

Place : Mumbai By Order of the Board of Directors, Date : 23rd May, 2014 For KAIRA CAN COMPANY LIMITED Hiten Vanjara Company Secretary

Registered Office: Ion House, Dr E. Moses Road Mahalaxmi, Mumbai 400 011

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51st Annual Report

Notes :1. Amemberentitled toattendandvoteat theAnnualGeneralMeeting (the “Meeting”) isentitled toappointa

proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company. The instrumentappointingtheproxyshould,however,bedepositedattheRegisteredOfficeoftheCompanynotlessthan Fortyeight hours before the commencement of the Meeting.

Apersoncanactasaproxyonbehalfofmembersnotexceedingfiftyandholding in theaggregatenotmorethan ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

2. Corporate members intending to send their authorized representatives to attend the Meeting are requested to sendtotheCompanyacertifiedcopyoftheBoardResolutionauthorizingtheirrepresentativetoattendandvoteon their behalf at the meeting.

3. A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Meeting is annexed hereto.

4. Members are requested to bring their attendance slip along with their copy of Annual Report to the Meeting.5. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be

entitled to vote. 6. TheCompanyhasnotifiedclosureofRegisterofMembersandShareTransferBooks fromFriday,25th July,

2014 to Friday, 1st August, 2014 (both days inclusive) for determining the names of members eligible for dividend on Equity Shares, if declared at the Meeting. The dividend on Equity Shares, if declared at the Meeting, will be credited / dispatched from 8th August, 2014 onwards to those members whose names shall appear on the Company’s Register of Members on 1st August, 2014, in respect of the shares held in dematerialized form, the dividend will be paid to members whose names are furnished by National Securities Depository Limited and CentralDepositoryServices(India)Limitedasbeneficialownersasonthatdate.

7. Members holding shares in electronic form may note that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend. The Company or its Registrars and TransferAgentsComputechSharecapLimited(“Computech”)cannotactonanyrequest receiveddirectly fromthe members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant by the members.

8. Members holding shares in electronic form are requested to intimate immediately any change in their address or bank mandates to their Depository Participant with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their address or bank mandates immediately to the Company / Computech.

9. Pursuant to the provisions of Sections 205A(5) and 205C of the Companies Act, 1956, the Company has transferredtheunpaidorunclaimeddividendsforthefinancialyearsupto2005-06,onduedates,totheInvestorEducation and Protection Fund (the IEPF) established by the Central Government. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 12th July, 2013 (date of last Annual General meeting) on the website of the Company (www.kairacan.com), as also on the website of the Ministry of Corporate Affairs.

10. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company / Computech.

11. Members holding shares in single name and physical form are advised to make nomination in respect of their shareholding in the Company.

12. Members who have not registered their e-mail address so far are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc., from the Company electronically.

13. In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to offer e-voting facility as an alternative mode of voting which will enable the Members to cast their votes electronically on the resolutions mentioned in the notice of 51st Annual General Meeting of the Company.

14. The voting period begins on Tuesday, 22nd July, 2014 at 9.00 a.m. and ends on Thursday, 24th July, 2014 at 6.00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 20th June, 2014, may cast their vote electronically. Thereafter the e-voting module shall be disabled by CDSL for voting.

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15. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 20th June, 2014.

16. A copy of this notice has been placed on the website of the Company and the website of CDSL. 17. Shri.V.Sundaram,PracticingCompanySecretary(CertificateofPracticeNumber3373)hasbeenappointedas

the Scrutinizer for conducting the e-voting process in a fair and transparent manner.18. The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting

period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman.

19. The Results declared alongwith the Scrutinizer’s Report shall be placed on the Company’s website www.kairacan.com and on the website of CDSL within two (2) days of passing of the resolutions at the AGM of the Company and communicated to the BSE Limited.

Place : Mumbai By Order of the Board of Directors,Date : 23rd May, 2014 For KAIRA CAN COMPANY LIMITED Hiten Vanjara

Company Secretary

Registered Office: Ion House, Dr E. Moses Road Mahalaxmi, Mumbai 400 011

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013Item No. 6 The members of the Company at their 47th Annual General Meeting held on 7th July, 2010 approved by way of an Ordinary Resolution under Section 293(1)(a) of the Companies Act, 1956, accorded their consent to the Board of Directors for creating mortgage or charge on its movable/immovable properties for an amount not exceeding Rs. 20 crores (Rupees twenty crores only). Section 180(1)(a) of the Companies Act, 2013 requires that the Board of Directors shall not create mortgage or charge on its movable/immovable properties, except with the consent of the members accorded by way of Special Resolution. It is, therefore, necessary for the members to pass a Special Resolution under Section 180(1)(a) and other applicable provisions of the Companies Act, 2013, as set out at Item No.6 of the Notice, to enable the Board of Directors to create mortgage or charge on its movable/immovable properties, for approval of members is being sought. None of the Directors and/or key Managerial Personnel of the Company and their relatives is concerned or interested, financialorotherwise, intheResolutionsetoutatItemNo.6.

Item No.7The members of the Company at their 29th Annual General Meeting held on 30th September, 1992 approved by way of an Ordinary Resolution under Section 293(1)(d) of the Companies Act, 1956 for borrowings over and above the aggregate of paid-up share capital and free reserves of the Company provided that the total amount of such borrowings together with the amounts already borrowed and outstanding at any point of time shall not be in excess of Rs.20 crores (Rupees twenty crores only). Section 180(1)(c) of the Companies Act, 2013 requires that the Board of Directors shall not borrow money in excess of the company’s paid-up share capital and free reserves, apart from temporary loans obtained from the company’s bankers in the ordinary course of business, except with the consent of the Company accorded by way of a Special Resolution. It is, therefore, necessary that the members pass a Special Resolution under Section 180(1)(c) and other applicable provisions of the Companies Act, 2013, as set out at Item No.7 of the Notice, to enable to the Board of Directors to borrow money in excess of the aggregate of the paid-up share capital and free reserves of the Company. Approval ofmembersisbeingsoughttoborrowmoneyuptoRs.50crores(Rupeesfiftycroresonly)inexcessoftheaggregateof the paid-up share capital and free reserves of the Company. None of the Directors and/or key Managerial Personnel of the Company and their relatives is concerned or interested, financialorotherwise, intheResolutionsetoutatItemNo.7.

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51st Annual Report

Item No.8The Board of Directors at its meeting held on 8th August, 2013, appointed Shri. Kirat M. Patel, as an Additional Director of the Company pursuant to Section 161 of the Companies Act, 2013, read with Articles of Association of the Company.Pursuant to theprovisionsofSection161of theCompaniesAct,2013,Shri.KiratM.Patelwillholdofficeupto thedate of the ensuing Annual General Meeting. The Company has received a notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member proposing the candidature of Shri. Kirat M. Patel for the officeofIndependentDirector,undertheprovisionsofSection149oftheCompaniesAct,2013.The Company has received from Shri. Kirat M. Patel (i) consent in writing to act as Independent Director in Form DIR-2pursuant toRule8of theCompanies(Appointment&QualificationofDirectors)Rules2014,(ii) intimation inFormDIR-8intermsoftheCompanies(Appointment&QualificationofDirectors)Rules,2014,totheeffectthatheisnotdisqualifiedundersub-section(2)ofSection164of theCompaniesAct,2013,and(iii)adeclarationtotheeffectthat he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.The Resolution seeks the approval of members for the appointment of Shri. Kirat M. Patel as an Independent Director of the Company for a term of 5 consecutive years pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder. He is not liable to retire by rotation.In the opinion of the Board of Directors, Shri. Kirat M. Patel, proposed to be appointed as an Independent Director, fulfilstheconditionsspecifiedintheCompaniesAct,2013andtheRulesmadethereunderandthatheisindependent.A copy of the draft letter for the appointment of Shri. Kirat M. Patel as an Independent Director setting out the terms andconditionsisavailablefor inspectionwithoutanyfeebythemembersattheCompany’sRegisteredOfficeduringnormal business hours on working days up to the date of the Annual General Meeting.None of the Directors, key Managerial Personnel or their relatives, except Shri. Kirat M. Patel, for whom the Resolution relates, is interested or concerned in the Resolution.The Board recommends the resolution set forth at Item No. 8 for the approval of the members.

Item No. 9The Board, at its meeting held on 12th November, 2013, appointed Shri. Shishir K. Diwanji, as an Additional Director of the Company, pursuant to Section 161 of the Companies Act, 2013, read with Articles of Association of the Company.Pursuant to theprovisionsofSection161of theCompaniesAct,2013,Shri.ShishirK.Diwanjiwillholdofficeuptothe date of the ensuing Annual General Meeting. The Company has received a notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member proposing the candidature of Shri. Shishir K. Diwanji for theofficeofIndependentDirector,undertheprovisionsofSection149oftheCompaniesAct,2013.The Company has received from Shri. Shishir K. Diwanji (i) consent in writing to act as Director in Form DIR-2 pursuant toRule8ofCompanies(Appointment&QualificationofDirectors)Rules2014(ii) intimation inFormDIR-8intermsofCompanies(Appointment&QualificationofDirectors)Rules,2014,totheeffectthatheisnotdisqualifiedunder sub-section (2) of Section 164 of the Companies Act, 2013 and (iii) a declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.The Resolution seeks the approval of members for the appointment of Shri. Shishir K. Diwanji as an Independent Director of the Company for a term of 5 consecutive years pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder. He is not liable to retire by rotation.In the opinion of the Board of Directors, Shri. Shishir K. Diwanji, proposed to be appointed as an Independent Director, fulfils theconditionsspecified intheCompaniesAct,2013andtheRulesmadethereunderandhe is independent.Acopy of the draft letter for the appointment of Shri. Shishir K. Diwanji as an Independent Director setting out the terms andconditionsisavailablefor inspectionwithoutanyfeebythemembersattheCompany’sRegisteredOfficeduringnormal business hours on working days up to the date of the Annual General Meeting.None of the Directors, key Managerial Personnel or their relatives, except Shri. Shishir K. Diwanji, for whom the Resolution relates, is interested or concerned in the Resolution.The Board recommends the Resolution set forth at Item No.9 for the approval of the members.

Item No.10The Board of Directors has received a notice from the shareholder proposing the candidature of Smt. Amita Vijayraj Parekh as a Woman / Independent Director to be appointed under the provisions of Section 149 of The Companies Act,2013.Smt.AmitaVijayrajParekh ishavingmorethan30yearsof richexperience in thefieldof retailBankingand Finance. The Company has received from Smt. Amita Vijayraj Parekh (i) consent in writing to act as Woman/Independent Director inFormDIR-2pursuant toRule8ofCompanies(Appointment&QualificationofDirectors)Rules2014(ii)

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intimationinFormDIR-8 intermsofCompanies(Appointment&QualificationofDirectors)Rules,2014,totheeffectthatsheisnotdisqualifiedundersub-section(2)ofSection164oftheCompaniesAct,2013and(iii)adeclarationtothe effect that she meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.The Resolution seeks the approval of members for the appointment of Smt. Amita Vijayraj Parekh as Woman / Independent Director of the Company for a term of 5 consecutive years pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder. She is not liable to retire by rotation.In the opinion of the Board of Directors, Smt. Amita Vijayraj Parekh proposed to be appointed, as a Woman/IndependentDirector, fulfils theconditionsspecified in theCompaniesAct,2013and theRulesmade thereunderand she is independent. A copy of the draft letter for the appointment of Smt. Amita Vijayraj Parekh as a Woman / Independent Director setting out the terms and conditions is available for inspection without any fee by the members at theCompany’sRegisteredOfficeduringnormalbusinesshoursonworkingdaysup to thedateof theAnnualGeneral Meeting.None of the Directors, key Managerial Personnel or their relatives, except Smt. Amita Vijayraj Parekh, for whom the Resolution relates, is interested or concerned in the Resolution.The Board recommends the Resolution set forth at Item No.10 for the approval of the members.

Item No. 11In terms of Section 73 of the Companies Act and Rule 3 of The Companies (Acceptance of Deposits) Rules, 2014, the Company can accept deposits from its members only after seeking approval from its members by giving consent to the Board of Directors to prepare scheme of Fixed Deposits to be accepted from members in line with various terms and conditions provided under the Companies (Acceptance of Deposits) Rules, 2014. The Board of Directors of the Company are seeking consent and approval from the members of the Company for accepting Fixed Deposits, from its members.None of the Directors and/or key Managerial Personnel of the Company and their relatives is concerned or interested, financialorotherwise, intheResolutionsetoutatItemNo.11.The Board recommends the Resolution set forth at Item No.11 for the approval of the members.

Item No. 12In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board shall appoint an individual who is a cost accountant in practice on the recommendations of the Audit Committee, which shall also recommend remuneration for such cost auditor. The remuneration recommended by the AuditCommitteeshallbeconsideredandapprovedbytheBoardofDirectorsandratifiedbytheshareholders.On recommendation of the Audit Committee at its meeting held on May 23, 2014, the Board has considered and approved appointment of M/s. P.D. Modh & Associates, Cost Accountants, for the conduct of the Cost Audit of theCompany’sCanmanufacturingunitsatAnandandKanjariata remunerationofRs.55,000/- (Rupessfiftyfivethousand only) plus service tax as applicable and reimbursement of actual travel and out-of-pocket expenses for the Financial Year ending March 31, 2015.TheResolutionat ItemNo.12of theNotice issetoutasanOrdinaryResolution forapprovalandratificationby themembers in terms of Section 148 of the Companies Act, 2013. None of the Directors and/or key Managerial Personnel of the Company and their relatives is concerned or interested, financialorotherwise, intheResolutionsetoutatItemNo.12.

By Order of the Board of Directors,For KAIRA CAN COMPANY LIMITED

Place : Mumbai Hiten Vanjara Date : 23rd May, 2014 Company SecretaryRegistered Office: Ion House, Dr E. Moses Road Mahalaxmi, Mumbai 400 011

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51st Annual Report

DETAILS OF DIRECTORS/PERSONS SEEKING APPOINTMENT/RE-APPOINTMENT AS REQUIRED UNDER CLAUSE 49 OF THE LISTING AGREEMENT WITH THE STOCK EXCHANGE:

Name of the Director Utsav R. Kapadia Nanak G. Sheth Kirat M. Patel Shishir K. Diwanji Amita V. Parekh

Date of Birth 06.03.1952 05.07.1947 13.09.1952 23.10.1939 23.08.1949

Date of Appointment on the Board

01.07.1994 27.04.2000 08.08.2013 12.11.2013 N-A

Qualifications B. Tech (IIT) Metallurgical Engg.

M.Sc Industrial Metallurgy and Managment Techniques, UK

M.Sc Welding Technology, UK

M.S. Electrical Engg.

B. Tech (IIT) Mechenical Engg.

MMS (Finance)

LL.B, Advocate, Solicitor & Notary

B.Com, DBM

Expertise Engineering & Finance

General Administration

Finance & Operations

Legal, Corporate Laws, Litigation and Legal Documentation

Retail Banking & Finance

Directorship held in other Public Companies (excluding foreign and private companies)

GEE Ltd. N I L Diamines & Chemicals Ltd.

Alkyl Amines Chemicals Ltd.

Alkyl Speciality Chemicals Ltd.

ABC Bearings Ltd.

Hawkins Cookers Ltd.

HDFC Trustee Company Ltd.

N I L

Chairmanships/Memberships of Committee across

Members of Audit Committee, Nomination & Remuneration Committee and Shareholders & Investors' Grievance Committee of Kaira Can Company Limited.

N I L Chairman of Audit Committee of Kaira Can Company Limited.

Member of Corporate Social Responsibility Committee of Alkyl Amines chemicals Limited.

Members of Audit Committee of Alkyl Amines chemicals Limited and Diamines and Chemicals Limited.

Member of Nomination & Remuneration Committee of Kaira Can Company Limited.

Chairman of Nomination & Remuneration Committee of ABC Bearings Limited.

Members of Audit Committee of Kaira Can company Limited, ABC Bearings Limited, and HDFC Trustee Company Limited.

Member of Corporate Social Responsibility Committee of Kaira Can company Limited.

Member of Risk Management Committee of HDFC Trustee Company Limited.

N I L

Shareholding of Directors

29890 4640 N I L N I L N I L

Relationship between directors inter-se

Related to Shri. Premal N. Kapadia and Shri. Nanak G. Sheth

Related to Shri. Premal N. Kapadia and Shri.Utsav R. Kapadia

None None None

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DIRECTORS’ REPORT

TO THE MEMBERS,The Directors present the Fifty First Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.1. FINANCIAL RESULTS

31st March, 2014 (Rupees)

31st March, 2013 (Rupees)

ProfitfromManufacturingOperations&Jobwork 8,19,07,094 6,34,57,745ProfitonsaleofInvestmentsinSubsidiaryCompany -- 19,50,50,000

Profit before tax 8,19,07,094 25,85,07,745Less : Provision for current tax 1,00,00,000 5,76,00,000Provision for deferred tax 1,44,68,190 14,92,000

Net profit for the year amounts to 5,74,38,905 19,94,15,745Excess/(Short) provisions for taxes in respect of previous year (30,82,056) (29,80,404)Balance brought forward from previous year 21,55,28,833 5,44,87,740

The disposable profit for the year amounts to which the Directors have decided to appropriate as follows:-

26,98,85,681 25,09,23,081

(a) Proposed Dividend 46,10,665 46,10,665(b) Tax on Proposed Dividend 7,83,583 7,83,583(c) General Reserve 1,00,00,000 3,00,00,000

Leaving the surplus in Profit and Loss Account 25,44,91,433 21,55,28,833

2. DIVIDEND The Directors recommend payment of the following dividend for the year ended 31st March, 2014, which, if

approved by the members at the Annual General Meeting to be held on 1st August, 2014, will be paid to those members of the Company who hold Equity Shares in physical form and whose names stand on the Register of Members of the Company as on 1st August, 2014 and to those members who hold their Equity Shares in Demat form and whose names appear on the list of members provided by NSDL/CDSL for that purpose.

A dividend @ 50% on 9,22,133 Equity Shares of Rs.10 /- each…….Rs. 46,10,665.

3. REVIEW OF OPERATIONS Your Company has achieved a total sales turnover of Rs.13,225 lakhs for the Year Ended 31st March, 2014, as

compared to Rs.12,689 lakhs for the previous year – a moderate growth of 5%. As mentioned in the last year's Report, the Company has closed down the operations of Milk and Milk Products Division (MMPD) Plant at Vashi on 30th June, 2013, which has restricted the overall growth in sales turnover to some extent. However, the profitabilityhasimprovedascomparedtopreviousyear.

During the year under review, the Company has achieved a sales turnover of Rs.12,275 lakhs of metal cans and components as compared to Rs.11,397 lakhs in the previous year, thereby registering a grown of 8%. This growth is attributed mainly to good mango season leading to better realization and increase in the demand fromGujaratdairies.TheCompany isalsosupplyingflavouredmilkcansandcondensedmilkcanstodairies inGujajrat on regular basis. The Company could only execute export orders worth Rs.589 lakhs of metal cans and its components during the year under review as compared to Rs.724 lakhs in the previous year. This drop in export sales is mainly due to market instability prevailing in the Middle East countries.

As mentioned earlier, the Company has closed down the operations of MMPD on 30th June, 2013. This Division has achieved job-work earnings of Rs.100 lakhs during 3 months from April to June, 2013. The Company has settled and paid all the legal dues to the employees. The Company has also sold all the machinery.

The Sugar Cone Division has achieved a sales turnover of Rs.950 lakhs as compared to Rs. 606 lakhs for the previous year - a growth of 57%. As mentioned in the last year's Report, the additional second equipment was installed at its Vitthal Udyog Nagar Unit, Kheda Dist. and the commercial production had commenced in the 3rdquarterof theaccountingyear2012-13.AsdemandforSugarConesforfilling Ice-Creamcontinues tobe increasing, the Company had placed order for the third imported equipment, which has already arrived and under installation. With the installation of the third machine, the production capacity of Sugar Cone Division will become 1,500 lakhs of Cones per annum, which will fully take care of the requirements of dairies in Gujarat and other Ice-cream manufacturers.

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51st Annual Report

In the year 2011, the Company had undertaken modernization and expansion of Kanjari Plant. The work of installation of Oven as well as the imported Printing and Coating Line was completed and commissioned in the 3rd quarter of 2011-12. Thereafter, the Company placed order for new Soudronic Body Maker. The Body Maker has arrived and installed. The commercial production has started in the month of April, 2014.

The Company is hopeful of better performance during the current year in view of good demand for OTS Cans due to favourable mango crop and increase in the dairy demand from Gujarat.

4. EXPORTS

During the year under review, the Company has achieved export earnings to the tune of Rs. 589 lakhs from export of metal containers and components.

5. (a) Total Foreign Exchange Earned.

Product exports including deemed exports Rs. 725 lakhs

(b) Total Foreign Exchange Used.

Import of tinplate (main raw material), Stores & Spares, Capital Goods, etc. Rs. 5,339 lakhs

6. CONSERVATION OF ENERGY Your Company continues to give priority to the Conservation of Energy. All aspects of generation and usage

are regularly reviewed. The Company has undertaken various measures in rationalisation of electric motors, driving gears, etc., such as (a) periodic checking and monitoring of electrical load of all motors and repairing the defective ones (b) regular inspection and maintenance of power generating equipment for achieving maximum efficiency(c)costsavingasall theUnitsoftheCompanyhaveswitchedoverwithNaturalGas.

7. TECHNOLOGY ABSORPTION The Company continues its efforts in upgradation of systems and equipment with a view to improving the quality

of the products, minimizing manufacturing wastages, cost reduction in terms of better production and customer satisfaction through better product performance. The Company has installed state of the art 3 Piece welded can making line from Soudronic AG, Switzerland consisting of Cepak automatic Duplex Slitter with sheet feeder and high speed automatic side seam welder SOUCAN 650 to produce cans @ 400 cpm. The line is equipped with weld monitor with both Powder and Liquid stripe application unit. The line further consists of German CANTECCombinationmachine,wherespinflanging,beadingandseamingtakesplace inoneunit. Cansarethen palletized on automatic MECTRA Italy Palletizer, which ensures untouched hygienic automatic palletizing, strapping, wrapping of the cans as against age old carton packing.

8. PUBLIC DEPOSITS As per the Companies Act, 2013, your Company is not falling under the Net worth or Turnover criteria prescribed

under Companies (Acceptance of Deposits) Rules, 2014, for accepting deposits from the public. Accordingly, the Company will repay the existing deposits along with interest on 31st March 2015 or on date of maturity whichever is earlier.

However, Board of Directors recommend to accept deposits within prescribed limits from the members.

9. DIRECTORS In accordance with the provisions of the Companies Act, 2013 (erstwhile-1956) and the Company’s Articles

of Association, Shri Utsav R. Kapadia and Shri Nanak G. Sheth retire by rotation and being eligible, offer themselves for re-election.

Under the Article 118 of the Articles of the Association of the Company, your Board has appointed Shri Kirat M. Patel, Executive Director of Alkyl Amines Chemicals Limited as an Additional Director on 8th August, 2013. Shri.KiratM.Patelhasmore than35years richexperience infinanceandoperations.YourBoardhasalsoappointed Shri Shishir K. Diwanji, one of the leading Solicitors and Advocates in Mumbai as an Additional Director on 12th November, 2013. Shri Diwanji is having more than 45 years of rich experience in advising Corporates in Corporate Laws, Legal Documentation and Litigation matters. Shri Patel and Shri Diwanji hold theofficeuptotheensuingAnnualGeneralMeetingandtheywillbeappointedasIndependentDirectorsontheBoard of the Company.

The Board of Directors at their meeting held on 23rd May, 2014, has now appointed Shri.Shishir K. Diwanji as Chairman of the Company.

The Company has received a Notice from a shareholder, proposing the name of Smt. Amita V. Parekh to be appointed as a Woman / Independent Director at the ensuing Annual General Meeting. Smt. Amita V. Parekh has more than 30 years of rich experience in retail Banking and Finance.

10. 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 statement in terms of Section 217 (2AA) of the Companies Act, 1956 :

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(i) that in the preparation of the annual accounts for the year ended on 31st March, 2014, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

(ii) thatsuchaccountingpoliciesasmentioned innotes to thefinancialstatementshavebeenselectedandapplied consistently and judgements and estimates that are reasonable and prudent made so as to give a fairviewofthestateofaffairsoftheCompanyattheendofthefinancialyearendedon31stMarch,2014andoftheprofitoftheCompanyforthatyear.

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the annual accounts for the year ended on 31st March, 2014, have been prepared on a going concern basis.

11. PERSONNEL During the year under review, relations between the employees and the management remained satisfactory at all

the units of the Company. Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the

Companies (Particulars of Employees) Rules, 1975 are not given since the remunerations paid to employees during thefinancialyear2013-14werebelowthe limitsprescribedby theamendedCompanies(ParticularsofEmployees) Rules, 1975.

12. CORPORATE GOVERNANCE As per Clause 49 of the Listing Agreement with the Stock Exchange, the Company has implemented various

provisions relating to Corporate Governance, a separate section on corporate governance practices, followed by theCompany, togetherwithacertificate fromtheCompanySecretary inpracticeconfirmingcompliance, issetout in the Annexure forming part of this Report.

13. CORPORATE SOCIAL RESPONSIBILITIES Your Company recognises the fact that, beyond the day-to-day conduct of its business, as a responsible

corporate citizen, it has to discharge its duties towards the larger society in which it operates. The Company has also constituted CSR Committee, consisting of Shri Premal N. Kapadia, Shri Shishir K.

DiwanjiandShriK.Jagannathan.Thecoreareas identifiedbyyourCompanyandCSRCommittee inorder toimprove the society are Promoting Education, Health Care, Women Empowerment and ensuring Environmental sustainability.

14. CODE OF CONDUCT The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior

Management personnel, which is available on the Company’s website. All Board Members and Senior Managementpersonnelhaveaffirmedcompliancewiththecodeofconduct.

15. INSURANCE The Properties and Assets of the Company are adequately insured.16. AUDITORS The Auditors M/s. Kalyaniwalla and Mistry, Chartered Accountants, who are statutory auditors of the Company

holdofficeupto theensuingAnnualGeneralMeetingandare recommended for re-appointment toaudit theaccounts of the Company for the Financial Year 2014-15. As required under the provisions of Section 139 of the CompaniesAct,2013, theCompanyhasobtainedwrittenconfirmation fromM/s.KalyaniwallaandMistry thattheirappointment, ifmade,wouldbeinconformitywithintheprescribedlimitspecifiedinthesaidSection.

17 DIRECTORS RESPONSE TO REMARKS IN AUDITOR’S REPORT “TheCompanydidnothaveaninternalauditsystemduringtheyear” In the opinion of the Management, there are adequate internal control system and procedures commensurate

with the size of the Company and nature of its business. The Company is in the process of appointing Internal Auditors.

18. ACKNOWLEDGEMENT Your Directors would like to express their appreciation for the assistance and co-operation received from the

Gujarat Co-operative Milk Marketing Federation Limited, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.

On behalf of the Board of Directors,

Place : Mumbai SHISHIR K DIWANJI Dated : 23rd May, 2014 CHAIRMAN

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51st Annual Report

ANNEXUREFORM A (See rule 2)

Form for Disclosure of particulars with respect to Conservation of EnergyA. Power and fuel consumption 1. Electricity

a) Purchase unit Current year Previous YearUnit : KWH 1944369 1792771Total amount (Rs.) 1,31,19,795 1,18,68,295Rate / unit 6.748 6.6201

(b) Own Generation(i) Through Diesel Generator

1 Current year Previous YearUnit : KWH 15165 2658Units per Ltr of diesel oil 2.340 2.438Cost / unit 24.41 20.21

(ii) Through steam : Not generating turbine/generator Units : - Total Cost : - Average Rate : - 2. Coal (specify quality : Not using and where used) Units : - Total Cost : - Average Rate : -3. Furnace oil : Not using Quantity (k.ltr) : - Total Cost : - Average Rate : -4. Others/internal generation : Not applicable (please give details) Quantity : - Total Cost : - Average Rate : -

B. Consumption per unit of production

Current year Previous YearProducts/Units (in Nos) (in Nos)

a) Metal Containers 82117771 68474334b) Ice Cream Cones 60834464 41005520

Electricity a) Metal Containers 0.02126 0.02455b) Ice Cream Cones 0.00325 0.00272

Furnace Oil - -Coal (specify quality) - -Compressed Natural Gas M3

a) Metal Containers 0.0063 0.0068b) Ice Cream Cones 0.0021 0.0029

FORM B (See rule 2)

Form for disclosure of particulars with respect to absorption.Research and development ( R & D) = Not applicable

1. SpecificareasinwhichR&Dcarriedoutbythecompany

2. BenefitsderivedasaresultoftheaboveR&D

3. Future plan of action

4. Expenditure on R & D

a) Capital

b) Recurring

c) Total

d) Total R & D expenditure as a percentage of total turnover Not applicable

Technology, absorption, adaptation and innovation

1. Efforts, in br ief made towards technology absorpt ion, adaptation and innovation:- New technology absorbed for Can manufacturing and Ice Cream Cone manufacturing.

2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc.:- Improved the quality of the product which in turn increased the productivity and thus it results into cost reduction.

3. In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished:-

a) Technology imported :

i) Can manufacturing unit :

a) Complete set of high speed automatic machinery & equipment for production of Round 3 piece cans with weld seam, Cepack Duplex Slitter Soucan 650 body maker, Seam protection system from Soudronic AG, Switzerland

b) Automatic Palletizer , Mectra, Italy

c) Combiner with 3 station (Flanger, Beader & Seamer) from Soudronic AG, Switzerland

ii) Cone manufacturing unit :

a) High Speed automatic Ice Cream Cone baking plant - Jupiter 123X machine from Walterwerk, Germany

b) Year of import :-

i) Metal cans Manufacturing line : 2013

ii) Ice Cream Cone making machine : 2012 & 2014

c) Has technology been fully absorbed : Yes

d) If not fully absorbed, areas where this has not taken place, reason there for and future plans of action :- Not applicable.

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CORPORATE GOVERNANCE:1. PHILOSOPHY : The Company’s philosophy on Corporate Governance has been developed with a tradition of fair and transparent

governance. Transparency, integrity, professionalism and accountability are the basis of the Company’s philosophy for Corporate Governance. The Company believes that good Corporate Governance is a continuous process and strives to improve the Corporate Governance practices to meet shareholders' expectations.

2. BOARD OF DIRECTORS: a) Composition, Category of Directors and their other directorship as on March 31, 2014.

Name of the Director Category of Directorship

No. of Directorship in

other Public Ltd Companies

Shri. Premal N. Kapadia Promoter - Non-Executive Director (Non-Independent) 3

Shri. Utsav R. Kapadia Promoter - Non-Executive Director (Non-independent) 1

Shri. Ashok B. Kulkarni Managing Director (Non-Independent) NIL

Shri. K. Jagannathan Executive Director (Non-Independent) NIL

Shri. Nanak G. Sheth Promoter - Non-Executive Director (Non-independent) NIL

Shri. R. S. Sodhi Non-Executive Director, Nominee of GCMMF Ltd (Non-independent) 1

Shri. Jayen S. Mehta Non-Executive Director, Nominee of GCMMF Ltd (Non-independent) NIL

Shri. Kirat M. Patel Non-Executive Additional Director (Independent) 3

Shri. Shishir K. Diwanji Non-Executive Additional Director (Independent) 3

b) Number of Board Meetings During the year ended March 31, 2014, four Board Meetings were held on May 23, 2013, August 08, 2013,

November 12, 2013 and February 11, 2014. c) Directors’ attendance record:

Name of the DirectorBoard Meetings

attended during the year

Whether attended last AGM

**Shri. Shishir K. Diwanji, Independent Director, Chairman 2 NO

+Shri. Premal N. Kapadia, Director 3 NO

Shri. Utsav R. Kapadia, Director 4 YES

Shri. Ashok B. Kulkarni. Managing Director 4 YES

Shri. K. Jagannathan, Executive Director 4 YES

Shri. Nanak G. Sheth, Director 3 NO

Shri. R. S. Sodhi, Director 2 NO

Shri. Jayen S. Mehta, Director 4 YES

*Shri. Kirat M. Patel, Independent Director 2 NO

*Shri. Kirat M. Patel was appointed on 8th August, 2013. **Shri. Shishir K. Diwanji was appointed on 12th November, 2013 and has now appointed as Chairman of the

Board of Directors on 23rd May, 2014. +Shri. Premal N. Kapadia was Chairman of the Board of Directors upto 23rd May, 2014.

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51st Annual Report

3. COMMITTEES OF THE BOARDa) Audit Committee

i) Terms of Reference: The Audit Committee refers all the matters provided in clause 49 of the listing agreement and sec 177

of the Companies Act 2013, and also all matters that may be referred to by the Board of Directors. The Audit Committee reviews reports, meets statutory auditors as and when required and discusses their findings,suggestions,observationsandotherrelatedmatters.Italsoreviewsmajoraccountingpoliciesfollowed by the Company.

ii) The Audit Committee of the Company is formed on May 23, 2014 by the Board of Directors. The Audit Committee consists of two Independent Directors, Shri. Kirat M. Patel and Shri. Shishir K. Diwanji and non-Independent Director Shri. Utsav R. Kapadia. Shri. Kirat M. Patel has been designated as Chairman of the Committee.

b) Nomination & Remuneration Committee and its policy : The Nomination & Remuneration committee is constituted on May 23, 2014 with Shri.Utsav R. Kapadia as

Chairman and two Non Excutive Independent Directors as mentioned below:

Name of the Member DesignationShri. Utsav R. Kapadia Chairman Shri. Shishir K. Diwanji Member Shri. Kirat M. Patel Member

The Board of Directors of the Company has formed Nomination and Remuneration Committee in compliance with Section 178 of the Companies Act 2013, and clause 49 of the Listing Agreement. Consequently the erstwhile Remuneration Committee constituted earlier has been dissolved.

The Nomination & Remuneration committee refers all the matters provided in clause 49 of the listing agreement and sec 178 of the Companies Act 2013, and also all matters that may be referred to by the Board of Directors.

The terms of reference of Nomination and Remuneration Committee is to recommend / review remuneration of theManagingDirectorandExecutiveDirector,basedon their performanceanddefinedassessmentcriteria.

The Nomination and Remuneration Committee also looks into the various aspects of recruitment and payment of remuneration to Senior Executive(s) in accordance with the existing industry practice.

During the year ended 31st March, 2014, remuneration paid to Mr. A.B. Kulkarni, Managing Director is Rs.37,55,150/- and to Mr. K. Jagannathan, Executive Director is Rs.37,55,150/-.

The Company has paid sitting fees of Rs.5,000/- per meeting to each Non-Executive Directors for attending theBoardMeetingduringthefinancialyear2013-14.

c) Shareholders / Investors’ Grievance Committee : Shareholders / Investors’ Grievance Committee was reconstituted as under

Name of the Member DesignationShri. Utsav Kapadia Chairman Shri. Ashok B. Kulkarni Member Shri. K. Jagannathan Member

During the year 2013-2014, any complaints or request received from shareholders are generally attended and resolved to the satisfaction of the concerned shareholder.

d) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE : As required under section 135 of the Companies Act, 2013 the Company has formed on 23rd May, 2014 a

CSR Committee consisting of the following members.:

Name of the Member DesignationShri. Premal N. Kapadia ChairmanShri. Shishir K. Diwanji MemberShri. K. Jagannathan Member

The Committee's prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating, monitoring and implementaion of the framework of 'Corporate Social Responsibility policy.'

The Committee will be formulating Company’s CSR policy within the framework of Rules made under the Companies Act 2013 and Schedule VII of the Companies Act, 2013.

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The core areas identified by your Company and CSR Committee in order to improve the society are Promoting Education, Health Care, Women Empowerment and ensuring Environmental sustainability.

e) WHISTLE BLOWER POLICY The Company promotes ethical behavior in all its business activities and has put in place a mechanism

of reporting illegal or unethical behavior. The Company has a whistle blower mechanism wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisororsuchotherpersonasmaybenotifiedby themanagement to theworkgroups.Suchreportswill be reviewed by the Audit Committee of Directors from time to time. The mechanism provides that the confidentialityof thosereportingviolations ismaintainedandtheyarenotsubjected toanydiscriminatorypractice.

4. SHAREHOLDERS: a (i) Means of Communication : The Quarterly Un-audited (Provisional) Results and the Annual Audited Financial results of the

Company after they are approved by the Board are sent to the stock exchange immediately and are also published in one vernacular news paper viz., Navshakti and one English news paper viz., Free Press Journal. The results are uploaded on the Company’s website www.kairacan.com. The results are published in accordance with the guidelines of the Stock Exchange.

(ii) In line with the existing provisions of the Listing Agreement, the Company has created a separate email address viz., [email protected] to receive complaints and grievances of the investors.

b. Registrar and Share Transfers Agents: M/s. Computech Sharecap Ltd., 147, Mahatma Gandhi Road, Opp. Jahangir Art Gallery, Fort, Mumbai – 400 023. c. Share Transfer System: All physical share transfers are effected within 15 days of lodgment, subject to the documents being in

order. The Board has delegated the authority for approval of transfer, transmission etc., to a committee comprising of one Non-Executive Director and two Executive Directors.

d. General Body Meetings/ Annual General Meetings Details of last three Annual General Meetings are as under :

Financial Year Date Time Venue50th AGM 2012-13 12th July, 2013 11.00 A.M. Hotel Kohinoor Park, Ruby Hall, Veer Savarkar Marg,

Prabhadevi, Mumbai – 40002549th AGM 2011-12 12th July, 2012 11.00 A.M. RegisteredOffice,IONHouse,1stFloor,Dr.E.Moses

Road, Mumbai - 40001148th AGM 2010-11 13th July, 2011 11.00 A.M. RegisteredOffice,IONHouse,1stFloor,Dr.E.Moses

Road, Mumbai - 400011

e. Postal Ballot:

For the year ended March 31, 2014, there have been no Ordinary or Special Resolutions passed by the Company’s Shareholders through postal ballot.

5. Additional Shareholders information: a) Annual General Meeting Date & Day : 1st August, 2014, Friday. Venue : Hotel Kohinoor Park, Ruby Hall, Veer Savarkar Marg, Opp. Siddhivinayak Temple,

Prabhadevi, Mumbai - 400 025 Time : 11.00 A.M.b) Financial Calendar Financial Year : April 01 to March 31 for the financial year 2014-15, the tentative dates for declaration of

Quarterly unaudited results will be by August 14, 2014, November 14, 2014, February 14, 2015 and Audited Financial Results by May 30, 2015.

c) Book Closure: The book closure date for the purpose of Annual General Meeting and payment of dividend will be from

Friday, 25th July, 2014 to Friday, 1st August, 2014 both days inclusive.d) Dividend Payment Date: Dividend will be paid to eligible shareholders within 7 days of the approval of the same at the Annual

General Meeting.

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51st Annual Report

e) Listing in stock exchanges and stock codes The name of stock exchange on which the equity shares is listed and respective stock code is as under : Name of the stock Exchange Stock Code No. The Bombay Stock Exchange (BSE Ltd.) 504840 The ISIN number allotted to the Company for demat of shares are as under : NSDL : INE375D01012 CDSL : INE375D01012f) Stock data: High/low of market price of Company’s equity shares traded on the Bombay Stock Exchange Ltd., during

thefinancialyearendedonMarch31,2014wasasfollows:

Month Month's High Price Month's Low PriceApril, 2013 355.00 295.00May, 2013 353.00 320.00June, 2013 356.90 294.50July, 2013 398.00 314.00August, 2013 414.90 369.00September, 2013 445.00 361.00October, 2013 467.00 437.05November, 2013 415.20 380.50December, 2013 401.00 361.50January, 2014 411.75 374.35February, 2014 419.75 382.25March, 2014 399.00 350.00

g) Distribution of shareholding as on March 31, 2014

No. of Equity Shares Held No. of share holders % of share holders No. of Shares % share holding1 - 500 404 89.38% 19067 2.07%501 - 1000 9 1.99% 6530 0.71%1001 - 2000 8 1.77% 11577 1.26%2001 - 3000 9 1.99% 20892 2.27%3001 - 4000 5 1.11% 16366 1.77%4001 - 5000 0 0% 0 0%5001 - 10000 3 0.66% 18124 1.97%10001 & above 14 3.10% 829577 89.96%Total 452 100.00% 922133 100.00%

Share Holding Pattern as on March 31,2014:

Sr. No.

Category No. of Shares

% of Share Holding

A. Promoter’s HoldingPromoters-Indian Promoters including NRI 555423 60.23Sub-Total (A) 555423 60.23

B. Non-Promoter’s HoldingMutual Funds, Banks, Financial Institutions, Insurance, Co., 0 0Central / State Govt. Institutions / Non-Government Institutions 0 0Foreign Institutional Investors 0 0Sub-Total (B) 0 0

C. Others-Private Corporate Bodies 244996 26.57-Indian Public 95195 10.32-NRIs/OCBs 26519 2.88Sub-Total (C) 366710 39.77Grand Total (Total share capital of the Company) (Sub-TotalA+B+C) 922133 100

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h) Shares held in physical and dematerialized form: As on March 31, 2014, 70.47% of shares were held in dematerialized form and the balance 29.53% were

in physical form. i) Outstanding GDR’s/ADR’s/Warrant’s/Convertible instruments and their impact on equity. Not Applicable as the company has not issued any GDR/ADRj) The Company has the following manufacturing and operating Divisions:

Can Divisions : ANAND FACTORY : Amul Dairy Compound, Anand - 388 001. Gujarat KANJARI FACTORY : Kanjari - 387325. Dist. Kheda, Gujarat Cone Division : VITTHAL UDYOGNAGAR FACTORY : Unit Plot No.704/1-2, Phase - IV, Anand Sojitra Road, GIDC,

Vithal Udyognagar, Dist. Anand, Gujaratk) Address for correspondence: Shri.HitenVanjara,ComplianceOfficer,KairaCanCompanyLimited,IONHouse,1st Floor,

Dr. E. Moses Road, Mumbai - 400 011. Tel.Nos. : 0091-22-66608711 Fax No. : 0091-22-66635401 Email : [email protected] Website : www.kairacan.com

l) Shares held in electronic form: Shareholders holding shares in the electronic form shall provide their bank details for direct dividend credit

in their bank account to their depository participants. 6. Disclosures: The Company has not entered into any transactions of a material nature with the Promoters, Directors,

Managerial Personnel and their relatives, etc., that may have any potential conflict with the interests of the Company.

The Company has complied with the requirements of the stock exchange, SEBI and other statutory authorities on all matters related to capital markets during the last three years. There were no penalties imposed nor any strictures issued on the Company by the Stock Exchange, SEBI or any other statutory authority relating to the above.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT Your Directors have pleasure in presenting the management discussion and analysis report for the year ended

on March 31, 2014. (A) INDUSTRY STRUCTURE AND DEVELOPMENT Our Company is a leading manufacturer of metal containers. The Company is manufacturing wide range of

Open Top Sanitary Cans (OTS) and General Purpose Cans for packing Processed Food, Ready-to-eat Foods, Canned Vegetables, Fruit Pulps, Juices, Pickles, Dairy Products, etc. and Aerosol Cans for Deodorants, Room Freshners, Pesticides, etc. The Company is having manufacturing plants at Anand and another plant at Kanjari, about 15 KMs from Anand, in Gujarat.

Intheyear2001,theCompanyhasdiversifiedintomanufacturingRolledSugarConesatitsVitthalUdyogNagarPlant, Kheda Dist., Gujarat. which fully takes care of the requirement of Ice-Cream Cones of dairies in Gujarat and other Ice-Cream manufacturers.

(B) OPPORTUNITIES, THREATS AND CONCERNS Our Company is a leading and established Company in tin packaging industry. We are conscious of the emerging

opportunities inthecanmanufacturingsector in Indiaaswellasabroadandweshallendeavour totakebenefitof every good opportunity in the very best interest of our shareholders.

In the year 2011, the Company has undertaken modernization and expansion at Kanjari Plant in a phased manner. The work of installation of Oven as well as the imported Printing and Coating Line was completed and commissioned in the third quarter of accounting year 2011-12. Thereafter, the Company placed order for a new Soudronic Body Maker. The Body maker has also arrived and installed. The commercial production has already started in the month of April, 2014.

In the year 2012, our Company had also undertaken expansion of Sugar Cone Division. The second equipment was installed and commissioned in the third quarter of the accounting year 2012-13. As demand for Sugar Cones continues to be increasing, the Company placed order for additional third imported equipment, which has already arrived and under installation. With the installation of the third machine, the production capacity of Sugar Cone Division will become 1,500 lakhs of cones per annum, which will fully take care of the requirement of dairies in Gujarat and other Ice-cream manufacturers.

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51st Annual Report

Opportunities a) Our Company is a leading manufacturer of Open Top Sanitary Cans (OTS), General Purpose Cans and Aerosol

Cans with topline of more than Rs.12,275 lakhs during the year under review With the installed capacity of 18,000 MT per annum and a large customer base, the Company’s can business offers the opportunity to gain a significantmarketshareandconsolidateitspresenceintheindustry.

b) Edge in raw material procurement - The Company has adopted a policy of having multiple source of vendors for all critical raw material consumables and components to ensure uninterrupted supply. It also ensures the most cost effective procurement of these materials. The Company sources bulk of its tinplate requirement from the overseas suppliers and part from indigenous sources. The deciding criteria is better prices and credit terms. The Companyhasbeenable tocommandcompetitiveprices,flexibleand liberalcredit termsfromall thesuppliersdue to the large volume of procurements every year.

c) Expansion of export market – With the installation of the new Printing and Coating machinery, the Company would be able to compete more effectively and tap the export market.

d) Innovation and product development – The Company continues its efforts in innovation and product development. The Company has installed state of the art 3 Piece welded can making line from Soudronic AG, Switzerland consisting of Cepak automatic Duplex Slitter with sheet feeder and high speed automatic side seam welder SOUCAN 650 to produce cans @400 cpm. The line is equipped with weld monitor with both Powder and Liquid stripeapplicationunit.ThelinefurtherconsistsofGermanCANTECCombinationmachine,wherespinflanging,beading and seaming takes place in one unit. Cans are then palletized on automatic MECTRA Italy Palletizer, which ensures untouched hygienic automatic palletizing, strapping, wrapping of the cans as against age old carton packing.

e) Professionalandtechnicallyqualifiedhumanresources–TheCanDivisionhasitsownindependent,experiencedandqualifiedmanagement teamandworkforceat itsplants. TheCompanyreliesonMumbaiHeadOfficeforpolicy level decisions, such as procurement of major raw material, sales, accounts, etc. The Company has followed a conscious strategy of recruiting workers and supervisors from the surrounding towns and villages of each locations, so as to ensure cordial IR atmosphere and discipline. The Company has encouraged a democratic style of workers’ representation in all discussions between the Company’s workers, relating to the latter’s welfare and wage issues.

Threatsa) Competitionfromunorganizedsector–TheCanDivisionhasbeeninexistenceformorethanfivedecadesand

enjoys an unblemished track record for all its customers. The Division has emerged as one of the top suppliers in the country and is the foremost in the western region.

b) Alternatepackingmaterial–Competitionfromsubstitutessuchas,aluminiumandotherflexiblepackingmaterialis a threat to the tin container industry. While these have been taking away some market share due to the price advantage, tin container has a distinct advantage when it comes to convenience, branding and shelf life over other packing options.

c) Lower margins – Traditionally the can sales have been restricted to low value added products, which are very sensitive to price increase, resulting into lower margins and encouraging the unorganized sector into the industry. However, growth in niche areas such as, Aerosol cans and export market, which are the emerging opportunities, willsignificantlyboostthebottomline.Thisisalwayslowmarginandhighvolumeindustry.

(C) OUTLOOK The outlook of the Company seems to be very progressive. The management is taking all possible steps to

reducingoverheadsandfinancecosts.TheCompanyhasavisiontoconsolidateitspositionasmarketleaderinmetal packaging segment.

(D) RISK There is a trend towards alternate packaging which is cheaper as compared to metal packaging, with a shorter

shelf life in spite of the fact that metal packaging has an edge over them in terms of shelf life, sustainability, etc.(E) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY In the opinion of the Management, there are adequate internal control system and procedures commensurate

with the size of the Company and nature of its business. The Company is in the process of engaging the services of an independent Chartered Accountant to carry out the internal audit and ensure that recording and reportingareadequateandproper, the internalcontrolsexist in thesystemand thatsufficientmeasuresaretaken to update the internal control system.

(F) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE During the year under review, the Company has achieved a sales turnover of Rs.12,275 lakhs of metal cans

and components as compared to Rs.11,397 lakhs in the previous year, thereby registering a grown of 8%. This growth is attributed mainly to good mango season leading to better realization and increase in the demand

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fromGujaratdairies.TheCompany isalsosupplyingflavouredmilkcansandcondensedmilkcanstodairies inGujajrat on regular basis. The Company could only execute export orders worth Rs.589 lakhs of metal cans and its components during the year under review as compared to Rs.724 lakhs in the previous year. This drop in export sales is mainly due to market instability prevailing in the Middle East countries.

As mentioned earlier, the Company has closed down the operations of Milk and Milk Products Division on 30th June, 2013. This Division has achieved job-work earnings of Rs.100 lakhs during 3 months from April to June, 2013. The Company has settled and paid all the legal dues to the employees. The Company has also sold all the machinery.

The Sugar Cone Division has achieved a sales turnover of Rs.950 lakhs as compared to Rs. 606 lakhs for the previous year - a growth of 57%. As mentioned in the last year's Report, the additional second equipment was installed at its Vitthal Udyog Nagar Unit, Kheda Dist. and the commercial production had commenced in the 3rdquarterof theaccountingyear2012-13.AsdemandforSugarConesforfilling Ice-Creamcontinues tobe increasing, the Company had placed order for the third imported equipment, which has already arrived and under installation. With the installation of the third machine, the production capacity of Sugar Cone Division will become 1,500 lakhs of Cones per annum, which will fully take care of the requirements of dairies in Gujarat and other Ice-cream manufacturers.

In the year 2011, the Company had undertaken modernization and expansion of Kanjari Plant. The work of installation of Oven as well as the imported Printing and Coating Line was completed and commissioned in the 3rd quarter of 2011-12. Thereafter, the Company placed order for new Soudronic Body Maker. The Body Maker has arrived and installed. The commercial production has started in the month of April, 2014.

The Company is hopeful of better performance during the current year in view of good demand for OTS Cans due to favourable mango crop and increase in the dairy demand from Gujarat.

(G) CORPORATE SOCIAL RESPONSIBILITY Your Company recognises the fact that, beyond the day-to-day conduct of its business, as a responsible

corporate citizen, it has to discharge its duties towards the larger society in which it operates. Thecoreareas identifiedbyyourCompanyandCSRCommittee inorder to improvethesocietyarePromoting

Education, Health Care, Women Empowerment and ensuring Environmental sustainability.(H) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING

NUMBER OF PEOPLE EMPLOYED. As on March 31, 2014 Company had 250 permanent employees at its Anand, Kanjari, GIDC factories and

Head Office at Mumbai. The Company recognized the importance of human value and ensured that proper encouragement,bothmoralandfinancial, isextendedtoemployeestomotivatethem.

The Company enjoyed cordial relationship with workers and staff at all level of management during the year under discussion.

(I) CAUTIONARY STATEMENT The statements in the “ManagementDiscussionandAnalysisReport” sectiondescribes theCompany’s

objectives,projections,estimates,expectationsandpredictions,whichmaybe “forward lookingstatements”within the meaning of the applicable laws and regulations. The annual results can differ materially from those expressed or implied, depending upon the economic and climatic conditions, Government policies and other incidental factors.

(J) GREEN INITIATIVE APPEAL The members may be aware, the Ministry of Corporate Affairs has evolved Green Initiative in Corporate

Governance by allowing paperless compliance by Companies through electronic mode. Companies are now permitted to send various notices and documents including Annual Report to its shareholders through electronic mode to their registered email addresses. To make this Green Initiative of the Government a total success and in the National Interest, members are kindly requested to register their email addresses at [email protected] or inform their respective depository participant in respect of shares held in dematerialized form with the Depositories participants. The registration of Email ID by the members will be treated as consent to receive all notices and documents (including Annual Report) in future only through electronic mode. The members will also have the option to download the documents from the Companies website i.e., www.kairacan.com

DECLARATION REGARDING AFFIRMATION OF CODE OF CONDUCTIn termsof therequirementsofClause49of theListingAgreement, this is toconfirmthatall themembersof theBoard and the Senior Management personnel have affirmed Compliance with the Code of Conduct for the year ended March 31, 2014. For Kaira Can Company Limited A. B. Kulkarni Mumbai, May 23, 2014 Managing Director

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51st Annual Report

CERTIFICATE OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER ON CORPORATE GOVERNANCE

The Board of Directors, M/s. Kaira Can Company Limited.

We have reviewed the financial statements and the cash flow statement of Kaira Can Company Limited for the financialyear2013-14andcertifythat:a) These statements to the best of our knowledge and belief :

I. Do not contain any materially untrue statements or omit any material facts or contain statements that might be misleading.

II. Present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b) To the best of our knowledge and belief, there are no transactions entered into by the Directors and Senior Management Personnel during the year, which are fraudulent, illegal or violative of the Company’s Code of Conduct.

c) We accept responsibility for establishing and maintaining internal controls for financial reporting and have evaluated the effectiveness of the internal control systems of the Company for such reporting.

d) We have also indicated to the Auditors and the Audit Committee:(i) thattherearenosignificantchangesinInternalControlswithrespecttofinancialreportingduringtheyear.(ii) thattherearenosignificantchangesinaccountingpoliciesduringtheyear(iii) thattherearenoinstancesofsignificantfraudofwhichwehavebecomeaware.

A. B. Kulkarni K. Jagannathan Managing Director Executive Director

Place : Mumbai Date : May 23, 2014

COMPLIANCE CERTIFICATE OF CORPORATE GOVERNANCE

The Members of Kaira Can Company Limited I have examined the compliance of conditions of Corporate Governance by Kaira Can Company Limited for the year ended March 31, 2014, as stipulated in clause 49 of the Listing Agreement of the said Company with Stock Exchange. The Compliance of conditions of Corporate Governance is the responsibility of the Management. My examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the Compliance of conditionsofCorporateGovernance.Itisneitheranauditnoranexpressionofanopiniononthefinancialstatementsof the Company. In my opinion, and to the best of my information and according to the explanations given to me, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. IfurtherstatethatsuchcomplianceisneitheranassuranceastothefutureviabilityoftheCompanynortheefficiencyor effectiveness with which the Management has conducted the affairs of the Company.

Place: Mumbai For V. Sundaram & CoDate : 23rd May, 2014 V. Sundaram Company Secretary CP No.: 3373

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INDEPENDENT AUDITOR’S REPORTTO THE MEMBERS OF KAIRA CAN COMPANY LIMITED

Report on Financial Statements

WehaveauditedtheaccompanyingfinancialstatementsofKAIRA CAN COMPANY LIMITED(“theCompany”),whichcomprisetheBalanceSheetasatMarch31,2014, theStatementofProfitandLossandtheCashFlowStatementfortheyearthenended,andasummaryofsignificantaccountingpoliciesandotherexplanatoryinformation.

Management’s Responsibility for the Financial Statements

Management is responsible for thepreparationof thesefinancialstatements thatgivea trueand fairviewof thefinancialposition,financialperformanceandcashflowsoftheCompanyinaccordancewiththeAccountingStandardsnotifiedunder theCompaniesAct,1956(“theAct”) readwith theGeneralCircular15/2013dated13thSeptember,2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of thefinancialstatements thatgivea trueand fairviewandare free frommaterialmisstatement,whetherdue tofraud or error.

Auditor’s Responsibility

Our responsibility is toexpressanopinionon thesefinancialstatementsbasedonouraudit.Weconductedouraudit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceaboutwhetherthefinancialstatementsarefreefrommaterialmisstatement.

Anaudit involvesperformingprocedurestoobtainauditevidenceabout theamountsanddisclosures inthefinancialstatements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of materialmisstatementsof thefinancialstatements,whetherduetofraudorerror. Inmakingthoseriskassessments,theauditorconsiders internalcontrol relevant to theCompany’spreparationand fairpresentationof thefinancialstatements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management,aswellasevaluatingtheoverallpresentationofthefinancialstatements.

Webelieve that theauditevidencewehaveobtained issufficientandappropriate toprovideabasis forourauditopinion.

Opinion

Inouropinionandtothebestofourinformationandaccordingtotheexplanationsgiventousthefinancialstatementsgive the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

ii) in thecaseof theStatementofProfitandLoss,of theprofitof theCompanyfor theyearendedonthatdate;and

iii) inthecaseoftheCashFlowStatement,ofthecashflowsoftheCompanyfortheyearendedonthatdate.

Report on Other Legal and Regulatory Requirements

1. AsrequiredbytheCompanies(Auditor’sReport)Order,2003(“theOrder”),issuedbytheCentralGovernmentofIndia in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specifiedinparagraphs4and5oftheOrder.

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

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

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

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51st Annual Report

c) TheBalanceSheet,StatementofProfitandLoss,andCashFlowStatementdealtwithbythisReportareinagreement with the books of account;

d) Inouropinion, theBalanceSheet,StatementofProfitandLossandCashFlowStatementcomplywiththeAccountingStandardsnotifiedunder theCompaniesAct,1956readwith theGeneralCircular15/2013dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

e) On the basis of written representations received from the directors as on March 31, 2014, and taken on recordbytheBoardofDirectors,wereport thatnoneof thedirectors isdisqualifiedasonMarch31,2014,from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since theCentralGovernmenthasnot issuedanynotificationas to the rateatwhich thecess is tobepaid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

For KALYANIWALLA & MISTRY CHARTERED ACCOUNTANTS

Firm Registration Number 104607W

SAI VENKATA RAMANA DAMARLA Place: Mumbai Partner Dated: May 23, 2014 Membership Number 107017

ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORTReferredtoinParagraph1undertheheadingof“ReportonOtherLegalandRegulatoryRequirements”ofourreportof even date.

1) (a) The Company is generally maintaining proper records showing full particulars, including quantitative details andsituationoffixedassets.

(b) TheCompanyhasaprogramforphysicalverificationoffixedassetsatperiodicintervals.Inouropinion,theperiodofverification isreasonablehavingregardto thesizeof theCompanyandthenatureof itsassets.No material discrepancies between the book records and physical inventory were reported for the assets verifiedduringtheyear.

(c) Thefixedassetsdisposedoffduringtheyear,inouropinion,donotconstituteasubstantialpartofthefixedassets of the Company and such disposal has, in our opinion, not affected the going concern status of the company.

2) (a) TheManagementhasconductedphysicalverificationof inventoryatreasonableintervals.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on verificationbetweenphysical inventoriesandbookrecordswerenotmaterial inrelationtotheoperationsofthe Company and the same have been properly dealt with in the books of account.

3) (a) TheCompanyhasnotgrantedanyloans,securedorunsecuredtocompanies,firmsorotherpartiescovered in the register maintained under section 301 of the Act.

(b) Consequently, the question of commenting on the rates of interest, terms and conditions of the loans granted being prejudicial to the interests of the company, receipt of regular principal and interest and reasonable steps for recovery of the same does not arise.

(c) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act.

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(d) Consequently, the question of commenting on the rates of interest and others terms and conditions of the loans taken being prejudicial to the interests of the company, payment of regular principal and the interest does not arise.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventoryandfixedassetsand for thesaleofgoodsandservices.During thecourseofouraudit,nomajorweakness has been noticed in the internal controls.

5) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58 AA and other relevant provisions of the Companies Act , 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

7) The Company did not have an internal audit system during the year.

8) We have broadly reviewed the books of account maintained by the company pursuant to the Rules made by the Central Government for maintenance of cost records under section 209 (1)(d) of the act, and are of the opinion that prima facie the prescribed accounts and records have generally been made and maintained. We have not, however, made a detailed examination of the records with a view to examine whether they are accurate and complete

9) (a) According to the information and explanations given to us and on the basis of our examination of books of account, during the year, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to it with the appropriate authorities during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid statutory dues were outstanding, as at March 31, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, dues outstanding of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service tax, Excise Duty or cess on account of any dispute are as under :

Name of the Statute Nature of Dues Amount (Rs.)

Period to which the Amount

Relates

Forum where dispute is pending

Central Excise Act,1944 Excise Duty 13,53,28,694 Various years from 2001-02 to 2013-14

Central Excise & Service tax Appellate Tribunal / Commissioner (Appeals )

"Finance Act, 1994 - Service Tax"

Service Tax 2,90,27,769 Various years from 2007-08 to 2011-12

Commissioner of Service Tax

Income Tax Act, 1961 Income Tax 2,83,81,600 Various years from 1989-90 to 2011-12

Income Tax Appellate Tribunal / Commissioner of Income Tax Appeals/ High Court

Bombay Sales Tax Act Sales Tax 2,50,320 1993-94 Deputy Commissioner of Sales Tax Appeals, Mumbai

10) TheCompanydoesnothaveaccumulated lossesasat theendof thefinancialyear,norhas it incurredcash

lossesinthecurrentfinancialyearandintheimmediatelyprecedingfinancialyear.

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51st Annual Report

11) According to the information and explanations given to us and based on the documents and records produced to us, theCompanyhasnotdefaulted inrepaymentofduestofinancial institution,banksordebentureholdersasat the balance sheet date.

12) According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares and other securities.

13) In our opinion and according to the information and explanations given to us, the nature of activities of the Companydoesnotattractanyspecialstatuteapplicabletochitfundandnidhi/mutualbenefitfund/societies.

14) In our opinion and according to the information and explanations given to us, the Company does not deal or trade in shares, securities, debentures and other investments.

15) According to the information and explanations given to us and the records examined by us, the Company has notgivenanyguaranteeforloanstakenbyothersfrombanksorfinancial institutions.

16) According to the information and explanations given to us and the records examined by us, the Company has applied the term loans for the purpose for which the loans were obtained.

17) OnthebasisofanoverallexaminationofthebalancesheetandcashflowsoftheCompanyandtheinformationand explanations given to us, we report that the Company has not utilized the funds raised on short-term basis for long-term investment.

18) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

19) The Company did not issue any debentures during the year.

20) The Company has not raised any money through a public issue during the year.

21) Based on the audit procedures performed and information and explanations given and representations made by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.

For KALYANIWALLA & MISTRY CHARTERED ACCOUNTANTS Firm Registration Number 104607W

SAI VENKATA RAMANA DAMARLA PARTNER Membership Number 107017

Place: Mumbai Dated: May 23, 2014

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TheaccompanyingNotes(1-34)areanintegralpartofthefinancialstatement.

As per our Report of even date

For KALYANIWALLA & MISTRY

Chartered Accountants


For and on behalf of the BoardChairmanManaging DirectorExecutive DirectorDirectors

SHISHIR K. DIWANJIASHOK B. KULKARNIK JAGANNATHANPREMAL N. KAPADIA UTSAV R. KAPADIANANAK G. SHETHKIRAT M. PATEL JAYEN. S. MEHTA

Sai Venkata Ramana Damarla Partner Membership Number 107017

Company Secretary HITEN VANJARA

Mumbai, 23rd May, 2014 Mumbai, 23rd May, 2014

BALANCE SHEET AS AT 31st MARCH, 2014(Figures in Rs.)

Note No.

As at 31-Mar-2014

As at 31-Mar-2013

I. EQUITY AND LIABILITIESi. Shareholders' Funds

Share Capital 3 92,21,330 92,21,330Reserves and Surplus 4 44,52,40,604 39,62,78,004

45,44,61,934 40,54,99,334ii. Non-Current Liabilities

Long-term Borrowings 5 5,71,50,490 5,34,97,344 Deferred Tax Liabilities (net) 6 1,66,07,300 21,39,110 Long-term Provisions 7 54,41,583 53,60,670

7,91,99,373 6,09,97,124 iii. Current Liabilities

Short-term Borrowings 8 10,93,27,191 11,85,20,632 Trade Payables 9 21,72,54,400 14,35,62,861 Other Current Liabilities 10 9,74,92,989 10,05,50,113 Short-term Provisions 7 64,17,727 62,08,722

43,04,92,307 36,88,42,328

TOTAL 96,41,53,615 83,53,38,786II. ASSETSi. Non-Current Assets

Fixed Assets - Tangible Assets 11 39,74,29,577 20,10,46,665 - Intangible Assets 11 33,824 69,815 - Capital Work-in-Progress 11 - 1,60,93,167

39,74,63,401 21,72,09,647Non-Current Investments 12 52,18,500 52,18,100 Long-term Loans and Advances 13 4,45,62,458 4,87,43,021

44,72,44,359 27,11,70,768ii. Current Assets

Current Investments 14 20,00,000 15,51,45,002 Inventories 15 28,64,53,404 22,66,27,609Trade Receivables 16 6,66,61,166 8,20,04,294 Cash and Bank Balance 17 5,38,10,726 2,94,11,332 Short-term Loans and Advances 18 10,79,83,960 7,09,79,782

51,69,09,256 56,41,68,018TOTAL 96,41,53,615 83,53,38,786SignificantAccountingPolicies 2

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51st Annual Report

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2014(Figures in Rs.)

Note No.

As at 31-Mar-14

As at 31-Mar-13

I. Revenue from Operations (gross) 19 1,33,24,98,936 1,26,88,64,239Less : Excise Duty 12,04,06,511 10,76,44,851 Revenue from Operations (net) 1,21,20,92,425 1,16,12,19,388

II. Other Income 20 2,86,72,132 2,14,13,211 III. Total Revenue ( I + II ) 1,24,07,64,557 1,18,26,32,599 IV. Expenses:

Cost of Materials Consumed 21 73,48,38,946 71,05,67,089 Changes in Inventories of Finished Goods and Process Stock 22 (1,81,43,301) (3,26,86,779)EmployeeBenefitsExpenses 23 7,30,16,573 8,08,83,624 Finance Costs 24 2,33,86,493 2,03,37,633 Depreciation and Amortization Expense 2,13,84,632 1,95,40,675 Other Expenses 25 32,43,74,120 32,05,32,612 Total Expenses 1,15,88,57,463 1,11,91,74,854

V. Profit before Exceptional Items & Tax ( III - IV ) 8,19,07,094 6,34,57,745

VI. Exceptional ItemsProfitonSaleofInvestmentinSubsidiaryCompany 26 - 19,50,50,000

VII. Profit before Tax ( V - VI ) 8,19,07,094 25,85,07,745 VIII. Profit/(Loss) before tax from Continuing Operations 7,73,48,257 25,68,71,952

(Refer Note No. 33 )IX. Tax Expenses

Current Tax 1,00,00,000 5,62,97,500 Earlier Years Tax 30,82,056 29,80,404 Deferred Tax 1,27,48,890 32,11,300

X. Profit/(Loss) after tax from Continuing Operations (VIII - IX ) 51,517,311 19,43,82,748 XI. Profit/(Loss) before tax from Discontinuing Operations 45,58,838 16,35,794

(Refer Note No. 33 )XII. Tax Expenses

Current Tax - 13,02,500 Deferred Tax 17,19,300 (17,19,300)

XIII. Profit/(Loss) after tax from Discontinuing Operations (XI - XII)

28,39,538 20,52,594

XIV. Profit after tax for the year ( X + XIII ) 5,43,56,849 19,64,35,341 XV. Earnings per equity share of Rs. 10 each 27

Basic 58.95 213.02 Diluted 58.95 213.02

SignificantAccountingPolicies 2

TheaccompanyingNotes(1-34)areanintegralpartofthefinancialstatement.










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CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2014(Figures in Rs.)

Year ended 31-Mar-14


A. CASH FLOW FROM OPERATING ACTIVITIES

NetProfitbeforeTaxation 8,19,07,094 25,85,07,745

Adjustment for : Depreciation 2,13,84,632 1,95,40,675

: Loss/(Profit)onsale/disposalof (13,55,514) (33,91,226)

Fixed Assets (net)

: Profitonsaleof investment inSubsidiaryCompany - (19,50,50,000)

: (Loss)/ProfitonsaleofInvestment (1,19,50,475) 22,809

: Interest Income (19,01,249) (21,82,684)

: Dividend Income (13,48,740) (44,21,982)

: Foreign Exchange Gain / (Loss) (9,91,863) 53,067

: Provision for Doubtful Debts written back (5,00,854) -

: Impairment Provision written back (32,13,735) -

: Diminuition value of Investment - 81,995

: Interest Expense 2,33,86,493 2,03,37,632

OperatingProfitbeforeWorkingCapitalChanges 10,54,15,789 9,34,98,031

Adjustment for

: (Increase)/Decrease in Non Current Liabilites 80,913 -

: (Increase)/Decrease in Current Liabilites 6,26,61,086 (95,09,137)

: (Increase)/Decrease in Non Current Assets 1,61,23,391 (1,13,58,858)

: (Increase)/Decrease in Current Assets (7,99,94,129) (3,12,57,873)

Cash generated from Operations 10,42,87,050 4,13,72,163

Direct Taxes Paid (2,50,24,885) (6,07,63,813)

Net Cash from / (Used in ) Operating Activities 7,92,62,165 (1,93,91,650)

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (21,87,50,909) (6,35,21,801)

(Increase)/Decrease In Capital WIP 1,60,93,167 -

Proceeds from sale of Fixed Assets 55,88,607 55,37,150

Investment in Mutual Fund / Shares/ Capital Gain scheme (400) (18,92,67,714)

Sale Proceeds of Investment 16,50,95,477 3,10,17,908

Sale Proceeds of Investment in Shares of Subsidiary Company - 19,55,50,000

Interest Income 19,01,249 21,82,684

Dividend Income 1,348,740 4,421,982

Net Cash from/ (used in) Investing Activities (28,724,069) (14,079,791)

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51st Annual Report



C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds / (Repayment) of Short-term Borrowings (net) (91,93,442) 57,12,98,118

Proceeds of long-term Borrowings 3,03,52,447 -

(Repayment) of Long-term Borrowings (1,85,16,966) (50,58,49,951)

Interest Paid (2,33,86,493) (2,03,37,632)

Dividend & Corporate tax on dividend Paid (53,94,248) (26,79,316)

Net Cash from/ (used) in Financing Activities (2,61,38,702) 4,24,31,219

Net (Decrease)/Increase in Cash & Bank Balance 2,43,99,394 89,59,778

Cash & Bank Balance as at beginning 2,94,11,332 2,04,51,554

Cash & Bank Balance as at end of the year 5,38,10,726 2,94,11,332

Components of Cash and Bank Balance as at 31-Mar-14 31-Mar-13

Balance with Banks - on Currents Accounts 68,28,541 1,82,66,380

- on Deposit Accounts 4,69,82,185 1,11,44,952

TOTAL 5,38,10,726 2,94,11,332

NOTES :

1 The above Cash Flow Statement has been prepared under "Indirect Method" as set out in the Accounting Standard-3onCashFlowStatementasnotifiedunderCompanies(AccountingStandards)Rules,2006(asamended).

2 AllfiguresinBracketsareOutflows.3 Figures for the previous year have been regrouped / restated wherever necessary to conform to this year's

classification.










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NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH 20141 Background:

Kaira Can Company Limited is a company incorporated in India under Companies Act, 1956 on March 1st, 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 24th, 1964. The Company is engaged in the manufacture of Open Top Sanitary Cans, Lithographed and Plain Metal Containers and Special Containers. TheCompany isalso inthebusinessofmanufacturingof IceCreamConessincefinancialyear2000-2001andprocessingandpackingofAmulmilkatVashi(Discontinuedw.e.f.01.07.2013).TheheadofficeoftheCompanyis situated at Mahalaxmi, Mumbai in the state of Maharastra. The factories are located at Anand, Kanjari, Vithal Udyog Nagar in the State of Gujarat.

2 Significant Accounting Policies:

A Basis of Accounting:

These financial statements have been prepared in accordance with the generally accepted accounting principles in Indiaunder thehistoricalcostconventiononaccrualbasis.Thesefinancialstandardshavebeenpreparedtocomply inallmaterialaspectswith theaccountingstandardsnotifiedundersection211(3C) and the other relevant provisions of the Companies Act, 1956 read with the general circular 15/2013 dated 13th September, 2013 of the MInistry of the Corporate Affairs in respect of section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 1956.

B Use of Estimates:

Thepreparationoffinancialstatements requiresestimatesandassumptions tobemade thataffect thereportedamountofassetsand liabilitieson thedateof thefinancialstatementsandthereportedamountof revenues and expenses during the reporting period. Difference between the actual results and estimates are recognised in the period in which the results are known / materialised.

C Fixed Assets:

(i) Tangible Fixed Asset:

Fixed Assets are recorded at cost of acquisition or construction net of recoverable taxes. The cost includesfinancingcostup to thedatewhensuchassetsareready for their intendeduse.Theyarestated at cost less accumulated depreciation and impairment loss, if any.

(ii) Intangible Assets:

Intangible Assets are stated at cost of acquisition net of recoverable taxes less accumulated amortization / depletion.

D Depreciation and Amortisation:

Depreciation has been calculated on straight line basis in accordance with the provisions of Section 205(2)(b)of theCompaniesAct,1956at theratesand in themannerspecified inScheduleXIVto thesaidAct.Cost of Leasehold Land is amortised over the lease period. Intangible Assets (Computer Software) is being amortisedoveraperiodoffiveyearsonStraightLineMethod.

Assets costing less than Rs. 5,000/- are fully depreciated in the year of acquisition.

E Impairment of Assets:

Management evaluates at regular intervals, using external and internal sources whether there is any impairment of any asset. Impairment occurs where the carrying value exceeds the present value of future cashflowsexpectedtoarisefromthecontinuinguseof theassetand itsnetrealisablevalueoneventualdisposal. Any loss on account of impairment is expensed as the excess of the carrying amount over the higher of the asset’s net realisable value or present value as determined.

Reversal of impairment losses recognized in prior years is recorded when there is an indication that the impairment losses recognized for the asset no longer exist or have decreased.

F Investments:

Investments, which are readily realizable and intended to be held for not more than one year from the date onwhichsuch investmentsaremade, areclassifiedascurrent investments.Allother investmentsareclassifiedaslong-terminvestments.

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On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties.

Current investmentsarecarried infinancialstatementsat lowerofcostand fairvaluedeterminedonanindividual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of the investments.

On disposal of an investment, the difference between its carrying amount and net disposal proceeds ischargedorcreditedtothestatementofprofitandloss. G Inventories:

StoresandSparePartsarevaluedatfirst-infirst-outcostorNetRealisableValuewhicheverislower.

Rawmaterialsarevaluedatfirst-infirst-outcostorNetRealisableValuewhichever is lower. Thecostincludes purchase price as well as incidental expenses.

Process Stock is valued at cost or Net realisable value whichever is lower. Cost comprises all costs of purchase, cost of conversion and other costs incurred in bringing the inventory to the present location and condition.

Thefinishedgoods inventory (Containers,Canmakingmachinery, Icecreamcones) isvaluedatcostornet realisable value whichever is lower. Cost comprises all costs of purchase, cost of conversion and other costs incurred in bringing the inventory to the present location and condition.

H Foreign Currency Transactions:

Initial recognition:

Foreign currency transactions are recorded in the reporting currency by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of transaction.

Conversion:

Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of transaction and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined.

Exchange Differences:

Exchange differences arising on the settlement / conversion of monetary items are recognised as income or expense in the year in which it arises.

The premium or discount arising at the inception of forward exchange contracts is amortised as expenses or income over the life of the respective contracts. Exchange differences on such contracts are recognised in the statement of profit and loss in the year in which the exchange rates change. Any profit or loss arising on cancellation or renewal of forward exchange contract is recognised as income or expense for the year.

I Leases:

Lease transactions entered into prior to 1st April, 2001 : LeaserentalsinrespectofassetsacquiredunderleasearechargedtoStatementofProfit&Loss. Lease transactions entered into on or after 1st April, 2001 :

Assets acquired under lease where the Company has substantially all the risks and rewards incidental to ownershipareclassifiedasfinance leases.Suchassetsare capitalisedat the inceptionof the leaseatthe lower of the fair value or the present value of minimum lease payments and a liability is created for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost, so as to obtain a constant periodic rate of interest on the outstanding liability for each period.

Assetsacquiredon leaseswhereasignificantportionof the risksand rewards incidental toownershipis retained by the lessor are classified as operating lease. Lease rentals under operating leases are recognizedintheStatementofProfitandLossonastraightlinebasis.

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J Revenue Recognition:

Revenueisrecognisedtotheextent that it isprobablethat theeconomicbenefitswillflowtothecompanyand the revenue can be reliably measured.

Domestic sales of goods are recognized on dispatch of products. Export sales are accounted on the basis of date of bill of lading. Sales are recognized net of value added tax (VAT) collected on behalf of government.Excisedutyrecovered,which ispartof “RevenuefromOperations(Gross)”, isexcludedtoarriveat“RevenuefromOperations(Net)”.

Interest income is recognized on time proportion basis taking into account the amount outstanding and rate applicable.

Revenue in respect of insurance / other claims, dividend etc. is recognised only when it is reasonably certain that the ultimate collection will be made.

K Employee Benefits:

Short-termemployeesbenefitsarerecognizedasanexpenseat theundiscountedamount instatementofprofitandlossoftheyearinwhichtherelatedserviceisrendered.

Post employment and other long term benefits

The Company contributes to Government provident fund as required by statute, which is a defined contribution plan. There are no other obligations other than the contribution payable. The same is charged tostatementofprofitandloss.

SuperannuationSchemeisadefinedcontributionschemeandthecontribution ischargedtotheStatementofProfitandLossoftheyearwhenthecontributiontothefundisdue.Therearenootherobligationsotherthan the contribution payable.

Gratuity liability isadefinedbenefitobligationand isprovidedforonthebasisofanactuarialvaluationonprojectedunitcreditmethod.Actuarialgains/lossesareimmediatelytakentostatementofprofitandloss.

Long term compensated absences are provided for based on actuarial valuation on projected unit credit method.Actuarialgains/lossesareimmediatelytakentostatementofprofitandloss.

L Export Benefits / Incentives:

Export Benefits / Incentives in respect of import duty benefits under DEEC scheme are accounted on accrual basis on the basis of exports made under DEEC scheme.

M Borrowing Cost:

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur.

N Segment Accounting Policies:

Segment assets and liabilities:

All Segment assets and liabilities are directly attributable to the segment. Segment assets include all operatingassetsusedby thesegmentandmainlyconsistoffixedassets, inventories, tradereceivables,loans and advances and operating cash & cash equivalents. Segment assets and liabilities do not include inter-corporate deposits, share capital, reserves and surplus, borrowings and taxes.

Segment revenue and expenses:

Segment revenue and expenses are directly attributable to respective segment. It does not include interest income / expenses on inter-corporate deposits and borrowings, general administrative expenses, other expenses that arise at the enterprise level and relate to the enterprise as a whole and Income tax.

O Grants and Subsidy:

Grants/Subsidies, ifreceivedfornonspecificcapitalassetsaretreatedasCapitalReserve.

P Taxation:

Income Tax comprises both current and deferred tax. Provision for current tax is made on the basis of estimated taxable income and tax credits computed in accordance with the provisions of the Income Tax Act, 1961.

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Deferred taxresulting from“timingdifferences”between taxableandaccounting income isaccounted forusing the tax rates and laws that are enacted or substantively enacted as on the balance sheet date. The deferred tax asset is recognized and carried forward only to the extent that there is a reasonable/ virtual certainty that the asset will be realised in future.

Taxondistributedprofits isprovidedinaccordancewiththeprovisionsofsection115-Oof theIncomeTaxAct,1961isnotconsideredindeterminationoftheprofitsfortheyear.

Q Derivative financial instruments (Currency Future Contracts):

Currencyfuturescontractareenteredintotohedgetheforeigncurrencyriskoffirmcommitmentsorhighlyprobable forecast transactions. The mark to market gains / (losses) in respect of all outstanding currency futurecontractsasattheBalanceSheetarerecognisedinthestatementofProfitandLossinpursuanceofthe announcements of the ICAI dated March 29, 2008.

R Earning Per Share (EPS):

ThebasicEPSiscomputedbydividingthenetprofitattributabletotheequityshareholdersfor theyearbythe weighted average number of equity shares outstanding during the year.

DilutedEPSiscomputedbydividingthenetprofitattributabletotheequityshareholdersfortheyearbytheweighted average number of equity and dilutive equity equivalent shares outstanding during the year.

S Provisions, Contingent Liabilities and Contingent Assets:

A provision is recognized when the enterprise has a present obligation as a result of past event and it is probablethatanoutflowofresourceswillberequiredtosettletheobligation, inrespectofwhichareliableestimate can be made. Provisions are not discounted to their present values and are determined based on management estimate required to settle the obligation at the balance sheet date. These are reviewed at eachbalancesheetdateandadjustedtoreflectthecurrentmanagementestimates.

Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but their existence isconfirmedby theoccurrenceornonoccurrenceofoneormoreuncertain futureeventsnotwholly within the control of the Company.

3 SHARE CAPITAL (Figures in Rs.)

As at 31-Mar-14

As at 31-Mar-13

AUTHORISED :

20,00,000 Equity Shares of Rs.10/- each 2,00,00,000 2,00,00,000

(20,00,000)

20,000 11% Redeemable Cumulative Preference Shares of Rs.100/- each 20,00,000 20,00,000

(20,000)

2,20,00,000 2,20,00,000

ISSUED, SUBSCRIBED AND PAID UP:

9,22,133 Equity Shares of Rs.10/- each fully paid up 92,21,330 92,21,330

(9,22,133)

92,21,330 92,21,330 3 (i) Nil oftheaboveNil(PreviousYearNil)shareshavebeenissuedforconsiderationotherthancashinfiveyears

immediatelypreceedingthecurrentfinancialyear. (Nil)3 (ii) Equity Shares: The Company has issued only one class of equity shares having a par value of Rs.10 per share.

Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their shareholding.

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3 (iii) The Details of Shareholders holding more than 5% of total no. of shares in the Company

As at 31-Mar-14

As at 31-Mar-13

Name of the Shareholder No. of Shares

held

% of holding

No. of Shares

held

% of holding

M/s. Gujarat Co-Op. Milk Marketing Federation Ltd. 2,38,016 25.81 2,38,016 25.81

M/s. Harshadray Private Ltd. 1,36,313 14.78 1,36,313 14.78

Ms. Rekha Harshadray Kapadia 96,950 10.51 96,950 10.51

Mr. Premal N. Kapadia 90,349 9.80 90,349 9.80

Mr. Bharat A. Kapadia 65,514 7.10 65,514 7.10

Ms. Shefali Narendra Kapadia 54,057 5.86 54,057 5.86

3 (iv) Reconciliation of No. of shares outstanding at the beginning and end of the reporting period.

Particulars Year ended 31-Mar-14


No. of Shares Amonut No. of Shares Amount

Shares outstanding at the beginning of the year 9,22,133 92,21,330 9,22,133 92,21,330

Add: Shares issued / subscribed during the year - - - -

Shares outstanding at the end of the year 9,22,133 92,21,330 9,22,133 92,21,330

4 RESERVES & SURPLUS (Figures in Rs.)

As at 31-Mar-14

As at 31-Mar-13

CAPITAL RESERVE 16,29,801 16,29,801

(State Cash Subsidy on Fixed Capital Investments)

CAPITAL REDEMPTION RESERVE ACCOUNT 5,00,000 5,00,000

SECURITIES PREMIUM RESERVE 43,67,970 43,67,970

GENERAL RESERVE:As per last Balance Sheet 17,42,51,400 14,42,51,400

Add:TransferfromSurplusStatementofProfitandLoss 1,00,00,000 18,42,51,400 3,00,00,000 17,42,51,400

SURPLUS STATEMENT OF PROFIT AND LOSS

As per last Balance Sheet 21,55,28,833 5,44,87,740

Add/(Less):Profit/(Loss)fortheyear 5,43,56,849 19,64,35,341

26,98,85,681 25,09,23,081

Less: Appropriations:

Transfer to General Reserve 1,00,00,000 3,00,00,000

Proposed Dividend 46,10,665 46,10,665

Tax on Proposed Dividend 7,83,583 25,44,91,433 7,83,583 21,55,28,833

44,52,40,604 39,62,78,004

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5 LONG TERM BORROWINGS (Figures in Rs.)

As at 31-Mar-14

As at 31-Mar-13

Non-Current Current Non-Current Current

SECURED BORROWINGS

Term Loans - From Banks

-Canara Bank Rupee Term Loan 1,44,75,000 1,17,00,000 2,35,69,174 1,17,00,000

Other Loans and Advances

-Auto Loans 19,84,615 30,75,249 23,47,542 21,28,000

-Machine Loan 2,80,875 4,45,085 7,25,628 5,30,000

UNSECURED BORROWINGS

Deposits

-Fixed Deposits from Public * 4,04,10,000 1,55,80,000 2,68,55,000 82,60,000

Amount disclosed under the head "Other Current Liabities" (Note 10)

(3,08,00,334) (2,26,18,000)

5,71,50,490 - 5,34,97,344 -

* Deposit includes deposit received from Directors amounting to Rs.18,35,000/- (Previous Year Rs.17,85,000 /-) and from Shareholders Rs. 31,25,000/- (Previous Year Rs.31,45,000/-). Fixed Deposits having maturity two years amounting to Rs. 27,50,000/- (Previous year Rs.27,50,000/-) and three years amounting to Rs. 5,32,40,000/- (Previous year Rs. 3,23,65,000/-)

Nature of Security and terms of repayment for Secured Borrowings: Nature of Security Terms of Repayment

Term Loan f rom Canara Bank amount ing to Rs.2,61,75,000/-, (Previous year Rs.3,52,69,174/- ) are secured by creating charge on Machines acquired by availing Term Loan.

Repayable in 54 monthly instalments of Rs. 9.75 lacs each (except last instalment of Rs. 8.75 lacs) starting from Jan. 2012 and ending on June 2016. Rate of interest - Base rate plus 4.75% i.e. 14.95% p.a (Previous year 15.00% p.a.)

Auto Loans f rom Kotak Mahindra Pr ime Ltd. Rs.50,53,445/- (Previous year Rs. 44,75,542/-) . Auto Loans are Secured by Hypothecation of vehicles financedbytheAutoLoan.

Repayable in 36 EMI to Kotak Mahindra Prime Ltd. from Nov. 2011 - Feb 2014 and ending on Oct. 2014 - Jan. 2017. Rate of interest to Kotak Mahindra Prime Ltd. 10.25% - 11.25% p.a. (Previous Year 8.26% - 11.25% p.a.)

Machine Loans from HDFC Bank Rs. 7,25,960/- (Previous year Rs.12,55,628/-) are secured by hypothecationofmachinefinancedbytheLoan.

Repayable in 36 EMI already commenced from Nov. 2011 - Mar. 2013 ending on Sep. 2014 - Jan. 2016. Rate of interest 12.00% - 11.66% p.a. (Previous Year 12.00% - 11.66% p.a. )

Terms of repayments for unsecured borrowings:

Borrowing Terms of RepaymentFixed Deposits Rs. 5,59,90,000 (Previous year Rs. 3,51,15,000/-)

Repayable within 2 - 3 years from the date of issue and not on demand or notice except at the discretion of the Company. Rate of Interest 11.00% p.a. for 3 year deposit and 10.50% p.a. for for 2 year deposit (Previous year for 3 year deposit 11.00% p.a. and for 2 year deposit 10.50% p.a.)

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6 DEFERRED TAX LIABILITY (net) (Figures in Rs.)

As at 31-Mar-14

As at 31-Mar-13

Deferred Tax Liabilites

Fixed Assets: Difference between book depreciation and depreciation under the Income-Tax Act 1961.

2,20,86,000 91,55,503

Gross Deferred Tax Liabilites 2,20,86,000 91,55,503

Deferred Tax Assets

ProvisionforEmployeeBenefits 34,97,492 48,46,093

Provision for Doubtful Debts 19,81,208 21,43,710

Provision for Diminution in value of Investment - 26,590

Gross Deferred Tax Assets 54,78,700 70,16,393

Net Deferred Tax Assets / (Liabilites) 1,66,07,300 21,39,110

7 LONG TERM / SHORT TERM PROVISIONS (Figures in Rs.)

As at 31-Mar-14

As at 31-Mar-13

Non-current Current Non-current Current

Provision for Employee Benefits

Provision for Compensated Absences 54,41,583 10,23,479 53,60,670 8,14,474

Proposed Dividend - 46,10,665 - 46,10,665

Tax on Proposed Dividend - 7,83,583 - 7,83,583

54,41,583 64,17,727 53,60,670 62,08,722 8 SHORT TERM BORROWINGS (Figures in Rs.)

As at 31-Mar-14

As at 31-Mar-13

SECURED BORROWINGS

Working Capital Loans (Repayable on Demand)

From Banks

Cash Credit Account 10,93,27,191 11,85,20,632

10,93,27,191 11,85,20,632

8 (i) Working Capital Loans from Bank of Baroda Rs. 10,93,27,191/- (Previous year Rs 11,85,20,632/-) are Secured by Hypothecation of and/or pledge of stock-in-trade, stores, spare parts, other materials and book debts. The cashcreditaccountsare furthersecuredby thefirstchargebywayofequitablemortgageon theCompany'simmovable properties, both present and future, situated at village Kanjari & Anand office in the state of Gujarat.

(ii) Applicable Rate of Interest is 15.25% p.a. (Previous Year 15.25% p.a.).

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9 TRADE PAYABLES (Figures in Rs.)

As at 31-Mar-14

As at 31-Mar-13

Dues to Micro, Small and Medium Enterprises # - - Other Trade Payables * 21,72,54,400 14,35,62,861

21,72,54,400 14,35,62,861

# There are no Micro, Small and Medium Enterprises, to whom the Company owes dues,which are outstanding for more than 45 days as at 31st March 2014. This information as required to be disclosed under the Micro, Small and MediumEnterprisesDevelopmentAct,2006hasbeendetermined to theextentsuchpartieshavebeen identifiedon the basis of information available with the company. The auditors have relied on the information provided by the management.*SomeoftheTradePayablesbalancearesubjecttoconfirmation.10 OTHER CURRENT LIABILITIES (Figures in Rs.)

As at 31-Mar-14

As at 31-Mar-13

Current maturities of long-term debt (Refer Note No. 5 ) 3,08,00,334 2,26,18,000 Interest accrued but not due on borrowings 12,57,304 3,50,347 Unpaid Dividends # 1,30,588 1,46,138 Unclaimed Matured Deposits # 2,40,000 50,000 Unclaimed Public Deposit Interest # 74,193 59,050 Advance from Customers 51,63,779 43,18,432 Other Payables* 5,98,26,791 7,30,08,146

9,74,92,989 10,05,50,113

# There are no amounts due for payment to the Investor Education and Protection Fund under Section 205C of the Companies Act, 1956 as at the year end. * Other payables include Statutory dues, Employees contribution, Security / Earnest money deposits, Outstanding liabilities for expenses, Bonus payable, Salaries payable, Employee welfare expenses payable etc. 11 FIXED ASSETS (Figures in Rs.)

Description Gross Block Depreciation / Amortisiation Net BlockAs at

1-Apr-13 Additions Deductions Total 31-Mar-14

As at 1-Apr-13

For the Year Deductions Upto

31-Mar-14As at

31-Mar-14As at

31-Mar-13 TANGIBLE ASSETS :OWN ASSETS :Land-Freehold Land 14,28,425 - - 14,28,425 - - - - 14,28,425 14,28,425 -Leasehold Land 6,34,382 - - 6,34,382 4,93,233 19,665 - 5,12,898 1,21,484 1,41,149 Buildings 7,33,87,018 3,52,28,647 - 10,86,15,665 1,27,55,753 24,36,206 - 1,51,91,959 9,34,23,706 6,06,31,265 Machineries 18,99,02,420 17,98,24,766 40,88,276 36,56,38,910 6,39,66,925 1,75,10,327 42,79,786 7,71,97,466 28,84,41,444 12,59,35,495 Furniture & Fixtures 25,02,317 3,32,250 1,52,694 26,81,873 5,88,402 1,11,985 38,580 6,61,807 20,20,066 19,13,915 Vehicles 1,50,03,728 33,65,246 29,62,612 1,54,06,362 40,07,312 12,70,458 18,65,860 34,11,910 1,19,94,452 1,09,96,416 TOTAL ( A ) 28,28,58,290 21,87,50,909 72,03,582 49,44,05,617 8,18,11,625 2,13,48,641 61,84,226 9,69,76,040 39,74,29,577 20,10,46,665 Previous Year 23,94,91,814 4,77,91,634 44,25,158 28,28,58,290 6,46,02,552 1,94,88,306 22,79,233 8,18,11,625 20,10,46,665 INTANGIBLE ASSETSSoftware 4,13,123 - - 4,13,123 3,43,308 35,991 - 3,79,299 33,824 69,815 TOTAL ( B ) 4,13,123 - - 4,13,123 3,43,308 35,991 - 3,79,299 33,824 69,815 Previous Year 4,13,123 - - 4,13,123 2,90,939 52,369 - 3,43,308 69,815 GRAND TOTAL 28,32,71,413 21,87,50,909 72,03,582 494,818,740 82,154,933 2,13,84,632 61,84,226 9,73,55,339 39,74,63,401 20,11,16,480 Previous Year 23,99,04,937 4,77,91,634 44,25,158 283,271,413 64,893,491 1,95,40,675 22,79,233 8,21,54,933 20,11,16,480 CAPITAL WORK IN PROGRESS - 1,60,93,167

39,74,63,401 21,72,09,647NOTES: (i) BuildingsincludeRs.42,02,801/-(asat31-03-2013Rs.42,02,801/-)beingthecostofownershipflats.Inrespect

offlatsof thevalueofRs.42,02,801/-(asat31-03-2013Rs.42,02,801/-) inaCo-operativeSociety, thesharecertificateunderthebye-lawsoftheSocietyisawaited.

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(ii) Additions to Machinery includes amount of Rs. Nil (Previous year Rs. (4,55,602)/-) on account of foreign exchange gain / (loss).

(iii) The Depreciation for the year includes Impairment provision on Plant & Machinery Rs. Nil , (As at 31-03-2013 Rs. 31,00,000/- ) .

(iv) Impairment provision included in accumulated depreciation Rs. 8,00,000/- (As at 31-03-2013 Rs. 40,13,735/-).(v) Reversal of impairment provision of Rs. 32,13,735/- (Previous year Rs. Nil) is done as the company has sold

off the Plant & Machineries and other assets of MMPD division for which the impairment provision was created (Refer Note 20 and 33).

12 NON-CURRENT INVESTMENTS (Figures in Rs.)

As at 31-Mar-14

As at 31-Mar-13

NON TRADE INVESTMENTS (Carried at Cost)

Equity Instruments:

Quoted:

6,250 (6,250)

Equity Shares of the face value of Rs.10/- each fully paid up in The Tinplate Company of India Limited

2,12,500 2,12,500

Other Investments:

Unquoted:

- (10)

Shares of the face value of Rs.50/- each fully paid up in The Kaira Jilla Krishi Utpadan and Utpadaka Seva Sahakari Sangh Limited

- 500

- (10)

Shares of the face value of Rs.10/- each fully paid up in The Bombay Mercantile Co-Opeartive Bank Limited

- 100

10 (10)

Shares of the face value of Rs.500/- each fully paid up in Charotar Gas Sahakari Mandali Ltd.

5,000 5,000

500 (500)

6%Secured Non-Convertible Redeemable REC Capital Gains Tax Exemption Bonds of face value of Rs 10,000/- each fully paid up issuedbyRuralElectrificationCorporationLimited

50,00,000 50,00,000

20 (-)

shares of face value of Rs. 50/- each fully paid in Dombivali Nagari Sahakari Bank Ltd.

1,000 -

52,18,500 52,18,100

(Figures in Rs.)

As at 31-Mar-14

As at 31-Mar-13

Book Value Market Value Book Value Market ValueAggregate of Quoted Investments 2,12,500 3,15,938 2,12,500 2,53,125 Aggregate of Unquoted investments 50,06,000 N. A. 50,05,600 N. A.

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51st Annual Report

13 LONG TERM LOANS AND ADVANCES (Unsecured and Considered Good) (Figures in Rs.)

As at 31-Mar-14

As at 31-Mar-13

Capital Advances 44,69,284 2,13,46,952

Security Deposits 24,30,706 24,75,466

Advance Income Tax 3,17,38,389 1,97,95,560

Deposit with Excise and Custom Authorities 58,24,079 50,25,042

Deposit with Sales Tax Authorities 1,00,000 1,00,000

4,45,62,458 4,87,43,021

14 CURRENT INVESTMENTS (Figures in Rs.)

As at 31-Mar-14

As at 31-Mar-13

Unquoted:66,869

(66,869)Birla Sun Life Mutual Fund - Dynamic Bond Fund Retail - Growth face value of Rs. 10/- each.

10,00,000 10,00,000

25,073 (25,073)

HDFC Cash Management Fund-Savings Plan-Growth face value of Rs. 10/- each.

5,00,000 5,00,000

453 (453)

Baroda Pioneer Treasury Advantage Fund - Regular Growth Plan face value of Rs. 1,000/- each.

5,00,000 5,00,000

- (9,50,245)

HDFC Short Term Plan - Growth face value of Rs. 10/- each. - 2,00,00,000

- (25,37,899)

Templeton India Low Duration Fund - Growth face value of Rs. 10/- each.

- 3,00,00,000

- (4,584)

Templeton India Short Term Income Retail Plan - Growth face value of Rs. 1,000/- each.

- 1,00,00,000

- (18,05,543)

IDFC Money Manager Fund - Investment Plan - Plan A - Growth face value of Rs. 10/- each.

- 3,00,00,000

- (20,50,992)

Templeton India Ultra Short Bond Fund - Institutional Plan- Daily Div. Reinvestment face value of Rs. 10/- each.

- 2,05,32,683

- (54,206)

Templeton India Ultra Short Bond Fund - Super Institutional Plan- Daily Div. Reinvestment face value of Rs. 10/- each.

- 5,42,993

- (4,20,528)

Birla SunLife Savings Fund - Institutional Plan - Weekly Div. ReInvestment Regular Plan face value of Rs. 100/- each. *

- 4,20,69,326

20,00,000 15,51,45,002

* (Net of Provision Rs. Nil (Previous Year Rs. 81,995/-))

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(Figures in Rs.)

As at 31-Mar-14

As at 31-Mar-13

Book Value Market Value Book Value Market ValueAggregate of Quoted Investments - - - - Aggregate of Unquoted investments 20,00,000 N. A. 15,51,45,002 N. A.

15 INVENTORIES (Figures in Rs.)

As at 31-Mar-14

As at 31-Mar-13

Raw Materials (including Material-in-Transit Rs. 5,86,15,436/- ; Previous year Rs.4,37,97,621/-)

10,43,44,584 6,78,22,941

Process Stock 12,43,51,534 9,73,64,300 Finished Goods (Containers & Ice-cream Cones) 3,18,08,716 4,06,52,649 Stores and Spares 2,59,48,570 2,07,87,719

28,64,53,404 22,66,27,609

16 TRADE RECEIVABLES (Unsecured) (Figures in Rs.)

As at 31-Mar-14

As at 31-Mar-13

Trade Receivables outstanding for a period exceeding six months. Considered good - 10,86,907 Considered doubtful 61,06,358 66,07,212 Less: Provision for doubtful debts (61,06,358) (66,07,212)

- 10,86,907 Other Trade ReceivablesConsidered good 6,66,61,166 8,09,17,386 Considered doubtful - -

6,66,61,166 8,09,17,386 Total 6,66,61,166 8,20,04,293

17 CASH AND BANK BALANCES (Figures in Rs.)

As at 31-Mar-14

As at 31-Mar-13

Cash and Cash EquivalentsBalances with Banks 68,28,541 1,82,66,380 Unclaimed dividend account 1,30,588 1,46,138 Other Bank BalancesFixed Deposits with Banks * 4,68,51,597 1,09,98,814

5,38,10,726 2,94,11,332

* Fixed deposits with Banks include deposits of Rs. 1,27,00,000/- ( Previous Year Rs. 53,00,000/- ) with maturity of more than 12 months.

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51st Annual Report

18 SHORT TERM LOANS AND ADVANCES (Unsecured and Considered Good) (Figures in Rs.)

As at 31-Mar-14

As at 31-Mar-13

Security Deposits - 31,10,000 Deposit with Excise and Custom Authorities 9,64,07,700 6,07,70,505 Advance to Gratuity Fund 41,29,586 38,03,444 Others* 74,46,674 32,95,833

10,79,83,960 7,09,79,782

* Others includes Prepaid expenses, Advance to creditors, Interest receivable, Other deposits etc.

19 REVENUE FROM OPERATIONS (gross) (Figures in Rs.)



Sale of Products 1,31,99,70,284 1,19,96,36,414 Income from Services 1,25,28,652 6,92,27,825

1,33,24,98,936 1,26,88,64,239

19 (i) DETAILS OF PRODUCTS SOLDYear ended 31-Mar-14 Year ended 31-Mar-13

Sale of ProductsTin Containers / Aerosol Cans / Components / Printed Sheets etc.

1,11,65,93,020

1,02,80,67,817

Other Operating Revenues 10,84,00,858 11,08,85,752 Ice Cream Cones 9,49,76,406 1,31,99,70,284 6,06,82,845 1,19,96,36,414 Income from SevicesMilk Reprocessing Charges 99,84,511 6,84,61,790 Printing Charges-Received (Job Work) 25,44,141 7,66,035

1,33,24,98,936 1,26,88,64,239

20 OTHER INCOME (Figures in Rs.)

Year ended 31-Mar-14 Year ended 31-Mar-13Interest Income (Gross) 19,01,249 21,82,684 Dividend Received - From Mutual Funds 13,41,740 44,15,919 - From Companies 6,250 5,313 - From Co-operative Societies 750 13,48,740 750 44,21,982 Rent of premises given on lease 30,000 30,000 ExportBenefits/Incentives - 1,31,321 Foreign Exchange Gain (Net) 61,94,788 69,56,602 Gain on Currency Futures Contracts (Net) - 6,70,791 ProfitonSaleofFixedAssets 13,55,514 33,91,226 ProfitonSaleofInvestments(Net) 1,19,50,475 - Reversal of Impairment provision 32,13,735 - Other Miscellaneous Income 26,77,631 36,28,605

2,86,72,132 2,14,13,211

21 COST OF MATERIALS CONSUMED Figures in Rs.)

Year ended 31-Mar-14 Year ended 31-Mar-13Inventory at beginning of the year 2,40,25,320 1,54,82,192 Add : Purchases 75,65,42,774 78,05,68,094 71,91,10,217 73,45,92,409 Less : Inventory at end of the year 4,57,29,148 2,40,25,320 Cost of Raw Material & Components consumed 73,48,38,946 71,05,67,089

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21 (i) DETAILS OF RAW MATERIALS CONSUMED Tinplate Consumed-Imported 31,63,63,497 39,07,24,119 -Indigenious 32,41,47,941 64,05,11,438 28,38,84,049 67,46,08,168 Aluminium Foils 2,39,06,341 2,46,79,809 Easy open ends 5,26,80,853 - Coconut Oil 27,03,447 15,57,439 Lecithin 9,27,047 576,012 Maida 87,66,135 52,52,801 Sugar 53,43,685 38,92,860

73,48,38,946 71,05,67,089

21 (ii) Details of Raw Materials Inventory # Tinplate-Imported 1,04,09,599 1,31,43,479 -Indigenious 1,52,81,517 2,56,91,116 71,46,997 2,02,90,476 Aluminium Foils 46,87,641 31,42,620 Easy open ends 1,44,99,820 - Coconut Oil 3,31,782 1,19,700 Lecithin 42,560 28,000 Maida 1,50,675 1,48,316 Sugar 3,25,554 2,96,208

4,57,29,148 2,40,25,320

# Excluding Material-in-Transit (Tin Plate) Rs. 5,86,15,436/- (Previous year Rs. 4,37,97,621/-).

22 CHANGES IN INVENTORY OF FINISHED GOODS AND PROCESS STOCK (Figures in Rs.)

Year ended 31-Mar-14 Year ended 31-Mar-13Closing Stock of Finished Goods & Process Stock Finished Goods 3,18,08,716 4,06,52,649Process Stock 12,43,51,534 15,61,60,250 9,73,64,300 13,80,16,949 Less : Opening Stock of Finished Goods & Process Stock Finished Goods 4,06,52,649 3,69,27,107Process Stock 9,73,64,300 13,80,16,949 6,84,03,063 10,53,30,170TOTAL (1,81,43,301) (3,26,86,779)Details of Finished Goods:Containers 2,78,93,809 3,85,59,312 Cones 39,14,907 20,93,337

3,18,08,716 4,06,52,649 Details of Process Stock:Printed Sheets 1,85,54,197 1,31,50,550 Components 2,01,89,330 1,44,19,286 Lacquered Sheets 8,56,08,007 6,97,94,464

12,43,51,534 9,73,64,300

23 EMPLOYEE BENEFITS EXPENSES (Figures in Rs.)



Salaries, Wages, Bonus and Allowances 5,97,92,832 6,27,95,640

Contribution to Provident and Other Funds 7,683,354 1,01,51,223

Employees’ Welfare Expenses 55,40,387 79,36,761

7,30,16,573 8,08,83,624

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51st Annual Report

23(i) AsperAccountingStandard15"EmployeeBenefits", thedisclosuresasdefined in theAccountingStandardare given below:

Gratuity : The employees’ gratuity fund scheme managed by Trust is a defined benefit plan. The present value of

obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises eachperiodofserviceasgivingrisetoadditionalunitofemployeebenefitentitlementandmeasureseachunitsepratelytobuildupthefinalobligation.

Accumulated Compensated absences : The employees of the Company are also entitled to compensated absence as per the Company’s policy.

Gratuity Funded Leave Encashment Unfunded 2013-14 2012-13 2013-14 2012-13

(i) Change in present value of obligations (PVO):

PVO at the beginning of the year 2,20,97,810 1,99,50,187 61,75,144 53,18,591

Current Service Cost 14,66,769 15,23,585 16,74,097 17,14,678

Past Service Cost - - - -

Interest Cost 16,71,888 14,81,864 4,94,012 4,25,487

BenefitsPaid (23,98,420) - - -

Direct payment by Company to employees

- (28,53,773) - -

Actuarial (gain) / loss on obligation (5,55,321) 19,95,947 (18,78,191) (12,83,612)

PVO at the end of the year 2,22,82,726 2,20,97,810 64,65,062 61,75,144

(ii) Change in fair value of plan assests:

Fair Value of Plan assets, at beginning of the year

2,59,01,254 2,36,48,175 - -

Adjustment to Opening Balance (48,00,000) - - -

Expected return on Plan Assets 18,08,100 18,99,854 - -

Employer Contribution 53,98,420 2,00,000 - -

BenefitsPaid (23,98,420) - - -

Actuarial (gain) / loss on plan Assets 5,02,958 1,53,225 - -

Fair Value of plan assets at the end of the year

2,64,12,312 2,59,01,254 - -

(iii) Reconciliation of fair value of assets and obligations:

Fair value of Plan assets 2,64,12,312 2,59,01,253 - -

Present value of obligation 2,22,82,726 2,20,97,810 64,65,062 61,75,144

Amount recognised in Balance Sheet (Accrued liability)/Plan assets over obligation

41,29,586 38,03,443 (64,65,062) (61,75,144)

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Gratuity Funded Leave Encashment Unfunded 2013-14 2012-13 2013-14 2012-13

(iv) Expenes recognised during the year:Current Service Cost 14,66,769 15,23,585 16,74,097 17,14,678

Past Service Cost - - - -

Interest Cost 16,71,888 14,81,864 4,94,012 4,25,487

Expected return on Plan assets (18,08,100) (18,99,854) - -

Net Actuarial (Gain) / Loss recognized for the period

(10,58,279) 18,42,722 (18,78,191) (12,83,612)

Expense recognized in Statement of Profit & Loss Account A/c

2,72,278 29,48,317 2,89,918 8,56,553

Actual Return on plan assets 23,11,058 20,53,079 - -

(v) Assets at the end of the year:Central Government Bonds 76,73,639 76,73,639 - -

State Government Bonds 17,48,197 17,48,197 - -

Public Sector Units 1,35,16,666 1,62,40,552 - -

Bank Balance 34,73,808 2,38,865 - -

2,64,12,310 2,59,01,253 - -

(vi) Assumptions used in accounting for the gratuity planMortality Table (L.I.C) 1994-96 1994-96 1994-96 1994-96

(Ultimate) (Ultimate) (ultimate) (ultimate)

Discount rate (per annum) 9.19% 8.00% 9.19% 8.00%

Expected rate of return on plan assets (per annum)

8.00% 8.00% 0.00% 0.00%

Rate of escalation in salary (per annum) 3.00% 3.00% 3.00% 3.00%

Employee Attrition Rate (Past Service (PS)) 0 to 42 : 1% 0 to 42 : 1% 0 to 42 : 1% 0 to 42 : 1%

(vii) Amount for the Current and Previous periods as per AS15 Para 120(n) are as follows:

Gratuity Funded

2013-14 2012-13 2011-12 2010-11 2009-10

Present value of obligation 2,22,82,726 2,20,97,810 1,99,50,187 1,95,77,538 1,67,70,411

Fair value of Plan assets 2,64,12,312 2,59,01,253 2,36,48,175 2,12,76,131 1,57,70,411

Amount recognised in Balance Sheet (Accrued liability)/assets

41,29,586 38,03,443 36,97,988 16,98,593 (10,00,000)

Actuarial (gain) / loss on obligation

(5,55,321) 19,95,947 (8,20,152) 16,81,820 5,61,458

Actuarial (gain) / loss on Plan Assets

5,02,958 1,53,225 1,49,954 10,67,274 1,68,419

The Expected rate of return on plan assets is determined considering several applicable factors, mainly the composition of plan assets held, assessed risks, historical results of return on plan assets and the Company's policy for plan assets management.The estimates of rate of escalation in salary considered in acturial valuation, take in account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market.Theaboveinformationiscertifiedbytheactuaryandrelieduponbytheauditors.

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51st Annual Report

Provident Fund: In addition to the above, in accordance with indian regulations, employees of the Company are entitled to receive benefits under the provident fund, a defined contribution plan, in which, both the employee and the company contribute monthly at a determined rate. These contributions are made to the Government Provident Fund.

24. FINANCE COSTS (Figures in Rs.)



Interest Expenses 2,34,56,952 1,85,04,836 Finance Charges 20,34,541 18,32,797 Finance Charges (Excess liability Written back) (21,05,000) -

2,33,86,493 2,03,37,633 25 OTHER EXPENSES (Figures in Rs.)

Year ended 31-Mar-14 Year ended 31-Mar-13

Stores and Spare Parts Consumed 20,56,97,877 17,04,17,192 Printing etc. 69,814 41,24,482 Power and Fuel 4,11,93,091 4,31,58,602 Rent :(a) Rent 26,57,819 85,63,246 (b) Machinery Hire Charges 1,14,158 4,04,496

27,71,977 89,67,742 Repairs to Buildings 5,72,016 28,62,545 Repairs to Machinery 24,08,957 53,29,698 Repairs Maintenance others 19,95,805 46,58,724 Insurance 16,18,040 13,79,576 Rates and Taxes 27,18,379 39,21,855 Labour Charges 2,36,18,261 3,28,92,635 Legal and Professional Fees 57,60,148 1,15,69,058 Payment to Auditors (Refer Note 25 (i)) 10,87,849 13,28,978 Discount on Sales 14,56,167 13,25,451 Commission on Sales 6,29,877 7,21,525 Donations 10,50,000 - Sundry Debit balances written off 4,97,359 13,984Excise duty on Increase/(Decrease) in Stock of Finished Goods

15,68,334 (95,337)

Excise Duty (net) # (48,158) 33,224 Directors Sitting Fees 95,000 75,000Loss on Sale of Investment (Mutual Fund) - 22,809 Loss on Currency Futures Contracts (Net) 7,28,203 - Miscellaneous Expenses 3,66,28,109 2,78,24,869 Excess Liability Written Back :-- Discount on Sales (46,61,327) - - Rates and Taxes (30,81,658) -

32,43,74,120 32,05,32,612

# Excise Duty shown under expenditure represents the excise duty borne by the Company over and above Excise duty collected from the customers.

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25 (i) PAYMENT TO AUDITORS (Figures in Rs.)



As AuditorAudit Fees 5,00,000 5,75,000 Tax Audit Fees 1,00,000 1,00,000 Limited Review 300,000 3,00,000 In Other CapacityTaxation Matter - 22,000 CertificationExpenses 45,000 1,80,000 Out of Pocket Expenses 23,180 8,532 Service Tax 1,19,669 1,43,446

10,87,849 13,28,978

25 (ii) Managerial Remuneration under Section 198 of the Companies Act, 1956: (Figures in Rs.)



To Managing Director(s) / Executive Director- Salaries 33,90,000 24,00,000 - Company's Contribution to Provident, Superannuation and Other Funds * 9,15,300 6,48,000 - Perquisites and Allowances 24,49,000 18,40,000 - Performance based Incentives 4,00,000 4,00,000

71,54,300 52,88,000* Excludes Company's Contribution to Gratuity Fund and Provision for Compensated Absences made on the basis of actuarial valuation for company as whole.

25 (iii) Miscellaneous Expenses (Figures in Rs.)



Conveyance Expenses 41,77,934 43,82,975 Bank Charges 36,79,192 49,42,291 Vehicle Expenses 36,14,705 25,61,674 Packing Freight Forwarding Charges (Export-Sea Freight) 18,76,584 15,13,018 Other Charges on Exports 2,69,960 1,10,741 Service Charges - Others 26,85,926 21,37,664 Security Expenses 4,83,004 11,59,407 Freight on Others 8,24,313 5,63,310 Other Misc. Expenses 1,90,16,491 1,04,53,789

3,66,28,109 2,78,24,869 25 (iv) LEASE Operating Lease The Company has taken various residential / Commercial premises and plant and machinery under other than

non cancellable operating leases. These lease agreements are normally renewed on expiry. The lease payments recognisedinStatementofProfit&LossAccountisRs.27,71,977/-(PreviousyearRs.89,67,742/-).

Future minimum lease payable under Cancellable Operating Leases are as follows : (Figures in Rs.)

As at 31-Mar-14

As at 31-Mar-13

Within One year 4,65,035 32,00,807 After one year but not more than Five year - -

4,65,035 32,00,807

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51st Annual Report

26 ExceptionalitemincludesProfitondisposalof100%sharesofSubsidiaryCompanyPumaPropertiesLimitedduring previous year.

27 EARNINGS PER SHARE (EPS) (Figures in Rs.)



(a). NetProfitaftertaxasperStatementofProfitandLossattributabletoEquity Shareholders (Numerator) (In Rupees)

5,43,56,849 19,64,35,341

(b). Weighted average number of equity shares (Denominator) (Nos.) 9,22,133 9,22,133 (c). Basic & Diluted Earnings per share (a / b) ( In Rupees) 58.95 213.02 (d). Nominal value per equity share (In Rupees) 10 10

28 (i) EARNINGS IN FOREIGN CURRENCY ( ACCRUAL BASIS) (Figures in Rs.)



Exports of Goods on F.O.B. value 5,70,25,184 7,07,90,540

28 (ii) VALUE OF IMPORT ON CIF BASIS

(Figures in Rs.)



Raw Materials (excluding Material in Transit) 35,18,99,621 3,720,44,472 Stores & Spares 1,65,86,064 47,23,394 Capital Goods 1,69,39,010 3,41,12,359

53,34,24,695 41,08,80,225

28 (iii) EXPENDITURE IN FOREIGN CURRENCY ( ACCRUAL BASIS) (Figures in Rs.)



Director's Foreign Tour expenses 1,93,011 89,416 Employees' Foreign tour expenses 2,75,865 1,00,825 Foreign Tour expenses (Others) - 22,050 Bank charges on LC - 1,05,385 Service charges of Foreign Technician - 4,10,012

4,68,876 7,27,688

28 (iv) IMPORTED AND INDIGENOUS RAW MATERIALS, STORES & SPARE PARTS CONSUMED (Figures in Rs.)

Year ended 31-Mar-14 Year ended 31-Mar-13 Rupees % of Total

Consumption Rupees % of Total

ConsumptionRaw Material:Imported 36,90,44,349 50.22 39,07,24,119 54.99 Indigenous 36,57,94,596 49.78 31,98,42,970 45.01 Total 73,48,38,945 100.00 71,05,67,089 100.00

Stores & Spare Parts:Imported 97,23,980 4.73 61,52,102 3.61 Indigenous 19,59,73,897 95.27 16,42,65,090 96.39 Total 20,56,97,877 100.00 17,04,17,192 100.00

Note : The above particulars of consumption of imported and indigenous materials have been ascertained by the Management on the basis of information available with them.

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28 (v) The Company does not have any parent company and subsidiary company, hence, the disclosures under clause 32 of listing agreement is not applicable.

29 SEGMENT INFORMATION

29 (i) Primary Segment Reporting (by Business Segment) - Composition of Business Segments - Based on product lines are as under:

Sr. No. Business Segment Product Line1 Tin Containers Segment manufactures Open Top Sanitary Cans, General Line Metal

Containers and Components for Metal Containers.2 Ice Cream Cones SegmentmanufacturesRolledSugarConesforfillingIcecream.3 Milk & Milk Products Division Segment processes Milk for the brand name of ‘Amul’. (Discontinued

w.e.f. 01.07.2013)

-Segment Revenues, Results and Other Information. (Figures in Rs.)

Year ended 31-Mar-2014 Year ended 31-Mar-2013

CAN CONEMILK

(Discontued Business)

TOTAL CAN CONE MILK TOTAL

External Sales (net) 1,11,26,62,217 8,94,45,698 99,84,511 1,21,20,92,425 1,03,56,09,234 5,71,48,365 6,84,61,790 1,16,12,19,388 Other Income * 78,27,516 4,229 51,01,351 1,29,33,096 1,28,28,285 6 25,23,096 1,53,51,387 Segment Revenues 1,12,04,89,733 8,94,49,927 1,50,85,862 1,22,50,25,521 1,04,84,37,518 5,71,48,371 7,09,84,886 1,17,65,70,775 Segment Results 7,94,92,322 66,89,490 39,43,508 9,01,25,321 7,45,31,712 30,16,902 10,71,339 7,86,19,953 Segment Assets 79,80,42,826 9,13,68,095 - 88,94,10,920 55,59,83,796 8,03,69,559 1,56,28,738 65,19,82,093 Segment Liabilities 46,10,77,404 1,97,02,884 - 48,07,80,288 37,76,66,846 1,46,65,037 1,03,54,342 40,26,86,224 Capital Expenditure (Included in Segment Assets)

19,35,06,603 2,58,21,655 - 21,93,28,258 97,25,147 3,80,13,487 53,000 4,77,91,634

Depreciation 1,71,99,926 41,13,358 71,348 2,13,84,632 1,46,37,642 1,548,129 33,54,904 1,95,40,675

Reconciliation of Reportable Segments with the Financial Statements (Figures in Rs.)

Year ended 31-Mar-2014 Year ended 31-Mar-2013 Revenues Result / Net

Profit Assets Liabilities Revenues Result / Net

Profit Assets Liabilities

Total of Reportable Segments

1,22,50,25,521 9,01,25,321 88,94,10,920 48,07,80,288 1,17,65,70,775 7,86,19,953 65,19,82,093 40,26,86,224

Corporate / Unallocated Segment

1,57,39,036 1,51,68,267 7,47,42,694 2,89,11,392 20,11,11,824 20,02,25,425 ** 18,33,56,693 2,71,53,229

Interest - (2,33,86,493) - - - (2,03,37,632) - - As per Financial Statement

1,24,07,64,557 8,19,07,094 96,41,53,615 50,96,91,680 1,37,76,82,599 25,85,07,745 83,53,38,786 42,98,39,452

* It includesProfit/LossonsaleofFixedAssets. **It includesprofitonsaleof investmentinsubsidiarycompany. Note - Segment revenue, results, assets and liabilities include amounts that are directly attributable to the respective segments. Amounts not directly attributable have been allocated to the segments on the best judgment of the management. Expenses not directly allocable to the segments are treated as "Unallocable Expenses".29 (ii) Secondary Segment reporting by Geographical Segment (Figures in Rs.)



Within India 1,15,32,34,873 1,08,88,49,036

Outside India 5,88,57,552 7,23,70,352

1,21,20,92,425 1,16,12,19,388

47 www.kairacan.com

51st Annual Report

30 RELATED PARTY DISCLOSURES RelatedpartyDisclosuresas requiredbyAccountingStandard18"RelatedPartyDisclosures"notified in the

Companies (Accounting Standard ) Rules, 2006, the disclosure of transactions with the related parties are given below:.

30 (i) List of related parties where control exists and related parties with whom transaction have taken place and relationship:

Sr. No.

Name of Related party Relationship

A Parties where control exists:

i M/s. Puma Properties Ltd. Subsidiary Company (Cease to be subsidiary w.e.f. 11th June, 2012).

B Key Management Personnel and their relatives:

i Mr. Ashok B. Kulkarni Managing Director

ii Mr. K. Jagannathan Executive director

iii Mrs. Nayana A. Kulkarni Relative of Managing Director

iv Mr. Bhaskar M. Kulkarni Relative of Managing Director

v Mrs. Saraswathi Jagannathan Relative of Executive director

vi Ms. Swetha Jagannathan Relative of Executive director

C Other Related Parties:

i M/s. Gujarat Co-Op. Milk Marketing Federation Ltd. (GCMMF)

EnterprisehavingsignificantinfluenceontheCompany

ii M/s. Sujata Enterprises (Strictly not "'related party" as per requirement of AS-18, but included for making the Financial Statements more transparent )

EnterprisehavingsignificantinfluenceontheCompany

Note:RelatedpartyrelationshipisidentifiedbytheCompanyandrelieduponbytheauditor

30 (ii) Transactions during the year with the related parties: (Figures in Rs).

Year ended 31-Mar-2014 Year ended 31-Mar-2013Subsidiary Company

Key Management

Personnel and their Relatives

Other Related Parties

Subsidiary Company

Key Management



1 Sale of MaterialsM/s. Gujarat Co-Op. Milk Marketing Federation Ltd.

- - 8,23,88,050 - - 4,70,17,790

2 Rendering of ServicesM/s. Gujarat Co-Op. Milk Marketing Federation Ltd.

- - 5,15,560 - - 19,49,733

3 Expenses Recoverd / (Reimbursed)M/s. Gujarat Co-Op. Milk Marketing Federation Ltd.

- - (6,15,866) - - (5,60,825)

M/s. Puma Properties Ltd. - - - 13,332 - -

48www.kairacan.com


Year ended 31-Mar-2014 Year ended 31-Mar-2013Subsidiary Company

Key Management



Subsidiary Company

Key Management



4 Advances givenM/s. Puma Properties Ltd. - - - 16,96,337 - -

5 Advances recoveredM/s. Puma Properties Ltd. - - - (1,46,50,000) - -

6 Borrowings received / (Repaid) *-Mr. Ashok B. Kulkarni - (1,00,000) - - 5,25,000 - -Mrs. Nayana A. Kulkarni - (1,75,000) - - - - -Mr. Bhaskar M. Kulkarni - - - - 2,00,000 - -Mr. K. Jagannathan - 1,50,000 - - 1,00,000 - -Mrs. Saraswathi Jagannathan - 1,60,000 - - 3,25,000 - -Ms. Swetha Jagannathan - 25,000 - - - -

7 Interest-Mr. Ashok B. Kulkarni - 1,04,317 - - 86,977 - -Mrs. Nayana A. Kulkarni - 48,875 - - 25,875 - -Mr. Bhaskar M. Kulkarni - 23,000 - - 15,785 - -Mr. K. Jagannathan - 34,957 - - 14,915 - -Mrs. Saraswathi Jagannathan - 83,381 - - 63,578 - -Ms. Swetha Jagannathan - 129 - - - -

8 Consultancy ChargesM/s. Sujata Enterprises - - 10,00,000 - - 15,50,000

9 Dividend Paid:-M/s. G.C.M.M.F. LTD. - - 11,90,080 - - 5,95,040

10 Managerial Remuneration:-Mr. Ashok B. Kulkarni - 35,77,150 - - 26,44,000 - -Mr. K. Jagannathan - 35,77,150 - - 26,44,000 -

11 Outstanding amount payable / (receivable) (including deposits ) :-M/s. Sujata Enterprises - - - - - 1,15,977 -M/s. G.C.M.M.F. LTD. - - (61,41,088) - - (29,58,437)-Mr. Ashok B. Kulkarni - 8,75,000 - - 9,75,000 - -Mrs. Nayana A. Kulkarni - 4,25,000 - - 2,25,000 - -Mr. Bhaskar M. Kulkarni - 2,00,000 - - 2,00,000 - -Mr. K. Jagannathan - 3,50,000 - - 2,00,000 - -Mrs. Saraswathi Jagannathan - 8,35,000 - - 6,75,000 --Ms. Swetha Jagannathan - 25,000 - - - -

* Borrowings are shown at their net amount i.e. amount received less amount repaid.

31 DERIVATIVES & HEDGED INSTRUMENTS31 (i) The Company used forward contracts / currency futures to mitigate its risk associated with foreign currency

fluctuations associated with underlying transactions and firm comitments or highly probable forecasted transactions. The Company does not enter into any forward contract which is intended for trading or speculative purposes. However, the Company has entered into Currency Futures which are rolled over till the maturity of the underlying. Futures contracts essentially being short term in nature and are settled without delivery of the underlying, the gains / (losses) on such transactions are accounted under "Gain/(Losses) on currency futures contracts". The details of Currency Futures Contracts outstanding at the year-end is as follows :

49 www.kairacan.com

51st Annual Report

Particulars As at 31-Mar-14

As at 31-Mar-13

No. of Contracts outstanding. 8 1 US Dollar Equivalent 4,00,000 50,000

31 (ii) The details of foreign currency exposure that have not been hedged by a forward contract at the year end is as follows:

Currency

As at 31-Mar-14

As at 31-Mar-13

Foreign Currency

Equivalent Rupees

Foreign Currency

Equivalent Rupees

Amount payable / (receivable) in foreign currency on Account of:Import of goods:-Raw Material USD 18,20,321 10,96,57,845 14,30,435 7,80,82,374

EURO - - (4,184) (2,93,021)CHF - - 35,206 20,21,880

-Capital Goods USD (30,400) (18,30,992) (25,500) (13,90,770)EURO 17,450 14,34,348 (1,25,925) (88,19,787)

CHF - - (1,62,570) (93,36,395)Export of Goods: USD 3,945 2,35,355 60,205 32,48,683

Total USD 17,93,866 10,80,62,208 14,65,140 7,99,40,287 EURO 17,450 14,34,348 (1,30,109) (91,12,808)

CHF - - (1,27,364) (73,14,515)

32 CONTINGENT LIABILITIES AND COMMITMENTS (Figures in Rs.)

As at 31-Mar-14

As at 31-Mar-13

32 (i) Contingent Liabilities

- Claims against the Company / disputed liabilities not acknowledged as debts excluding interest payment on such liabilities.

Central Excise Duty 13,53,28,694 8,66,96,608Service Tax 2,90,27,769 2,90,27,769 Income Tax 2,83,81,600 2,83,81,600 Sales Tax 2,50,320 2,50,320

19,29,88,383 14,43,56,297 32 (ii) Commitments

- Estimated amount of contracts remaining to be executed on capital account and provided for

3,26,65,472 11,64,10,774

50www.kairacan.com


33 On 23rd May 2013, the Board Of Directors announced a plan to discontinue MMPD Division , Which is also a separate segment as per AS 17, segment reporting. The company has already disposed off its all Fixed assets and settled all liabilities as at 31 March, 2014. The carrying amount of assets of the MMPD Division as at 31st March 2014 is Rs. Nil. (Previous year Rs.156.29 lakhs) and its liabilities were Rs.Nil (previous year Rs.103.54 lakhs ). The following statement shows the revenue and expenses of continuing and discontinued Operations.

Continuing Operations (Can & Cone Division)

Discontinued Operations (MMPD Division)

Total







Total Revenue A 1,22,50,47,312 1,30,66,97,713* 1,25,03,510 7,40,84,886 1,23,75,50,822 13,807,82,599 Operating Expenses B 1,12,43,28,616 1,02,94,88,466 1,11,42,354 6,93,48,755 1,13,54,70,970 1,09,88,37,221 Pre-tax Profit from Operating activities (A-B) 10,07,18,696 27,72,09,247 13,61,156 47,36,131 10,20,79,852 28,19,45,378

Impairment Provision / (Write back) - - (32,13,735) 31,00,000 (32,13,735) 31,00,000

Finance Costs 2,33,70,440 2,03,37,296 16,053 337 2,33,86,493 2,03,37,633 Profit / (Loss) before tax 7,73,48,257 25,68,71,952 45,58,838 16,35,794 8,19,07,095 25,85,07,745

Income Tax expenses 2,58,30,946 6,24,89,204 17,19,300 (4,16,800) 2,75,50,246 62,072,404 Profit/(Loss) after tax for the year 5,15,17,311 19,43,82,748 28,39,538 20,52,594 5,43,56,849 19,64,35,341 *Totalrevenuefor2012-2013includesProfitonsaleofsubsidiaryCo.Rs.19,50,50,000/-

Discontinued Operations

(MMPD Division) As at

31-Mar-14 As at

31-Mar-13

Total Assets - 1,56,28,738 Total Liabilities - 1,03,54,342 Net Assets - 52,74,396

Discontinued Operations(MMPD Division)

year ended 31-Mar-14

year ended 31-Mar-13

Net Cash flows: - Operating activities (1,38,32,524) 76,51,655

- Investing activities 49,82,707 4,89,842

- Financing activities (16,053) (337)Net Cash inflows / (Outflows) (88,65,870) 81,41,160

Refer Note no. 29 for segment wise details for discontinued operations.

34 Previousyearfigureshavebeenregroupedwherevernecessarytoconformtocurrentyear’sclassification.


Regd.Office:IONHouse,Dr.E.MosesRoad,Mahalaxmi,MUMBAI-400011 Tel.: 022-66608711 Fax No.: 022-66635401

e-mail : [email protected]; Website : www.kairacan.com

Pleasefill theFolio/DPID-ClientIDNo.andnameandsigntheAttendanceSlipandhand ItoverattheAttendanceVerificationCounterattheENTRANCEOFTHEMEETINGHALL.

Joint shareholders may obtain additional slip at the venue of the meeting.

51st Annual General Meeting on 1st August, 2014, Friday, 11.00 am

DP ID* Folio No.

Client ID* No. of shares

NAME AND ADDRESS OF THE SHAREHOLDERS

I hereby record my presence at the 51st Annual General Meeting of the Company on Friday, 1st August, 2014, at 11.00 A.M. at the Hotel Kohinoor Park, Kohinoor Corner, Ruby Hall, Veer Savarkar Marg, Opp. Siddhivinayak Temple, Prabhadevi, MUMBAI - 400 025

*Applicable for Investors holding shares in electronic form Signature of Shareholder /Proxy

Note: Please read the instructions for e-voting printed under Instructions relating to e-voting guidelines. The Voting period starts from 9.00 am on Tuesday, 22nd July, 2014 and ends at 6.00pm

on Thursday, 24th July, 2014. Thereafter e-voting module shall be disabled by CDSL for voting.

ATTENDANCE SLIP

The instructions for members for voting electronically are as under:-In case of members receiving e-mail:

(i) Log on to the e-voting website www.evotingindia.com (ii)Clickon“Shareholders”tab.

(iii) Now, select the Kaira Can Company Ltd. from the drop down menu and click on (iv)NowEnteryourUserID“SUBMIT”(a) ForCDSL:16digitsbeneficiaryID, (b).ForNSDL:8CharacterDPIDfollowedby8DigitsClientID,(c) Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) NextentertheImageVerificationasdisplayedandClickonLogin.(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any

company, then your existing password is to be used. (vii) Ifyouareafirsttimeuserfollowthestepsgivenbelow:

For Members holding shares in Demat Form and Physical FormPAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat

shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/Depository Participant are requested to

usethefirsttwolettersoftheirnameandthelast8digitsofthedemataccount/folionumberinthePANfield.

In case the folio number is less than 8 digits enter the applicable number of 0’s before the number after thefirst twocharactersof thename inCAPITAL letters.Eg. Ifyourname isRameshKumarwith folionumber100thenenterRA00000100inthePANfield.

DOB# Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details#

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio. Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with

the depository or company please enter the number of shares held by you as on the cut off date in the DividendBankdetailsfield.

(viii) Afterenteringthesedetailsappropriately,clickon“SUBMIT”tab.(ix) Members holding shares in physical form will then reach directly the Company selection screen. However, members holding

shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in thenewpasswordfield.Kindlynote that thispassword is tobealsousedby thedematholders forvoting forresolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your passwordconfidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant Kaira Can Company Ltd. on which you choose to vote.(xii) Onthevotingpage,youwillsee“RESOLUTIONDESCRIPTION”andagainstthesametheoption“YES/NO”forvoting.Select

the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Clickonthe“RESOLUTIONSFILELINK”ifyouwishtoviewtheentireResolutiondetails.(xiv) Afterselectingtheresolutionyouhavedecidedtovoteon,clickon“SUBMIT”.Aconfirmationboxwillbedisplayed.Ifyouwish

toconfirmyourvote,clickon“OK”,elsetochangeyourvote,clickon“CANCEL”andaccordinglymodifyyourvote.(xv) Onceyou“CONFIRM”yourvoteontheresolution,youwillnotbeallowedtomodifyyourvote.(xvi) Youcanalsotakeoutprintofthevotingdonebyyoubyclickingon“Clickheretoprint”optionontheVotingpage.(xvii) IfDemataccountholderhasforgottenthechangedpasswordthenEntertheUserIDandtheimageverificationcodeandclick

on Forgot Password & enter the details as prompted by the system.• Institutionalshareholders(i.e.other thanIndividuals,HUF,NRIetc.)arerequiredto logontohttps://www.evotingindia.co.inand

register themselves as Corporates. • They should submit a scanned copy of theRegistration Form bearing the stamp and sign of the entity to helpdesk.

[email protected]. • Afterreceivingthelogindetailstheyhavetocreateauserwhowouldbeabletolinktheaccount(s)whichtheywishtovoteon.• Thelistofaccountsshouldbemailedtohelpdesk.evoting@cdslindia.comandonapprovaloftheaccountstheywouldbeableto

cast their vote. • Theyshoulduploadascannedcopyof theBoardResolutionandPowerofAttorney (POA)which theyhave issued in

favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.In case of members receiving the physical copy:(A) Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote.(B) The voting period begins on Tuesday, 22nd July, 2014 at 9.00 a.m. and ends on Thursday, 24th July, 2014 6.00 p.m. During this

period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 20th June, 2014, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(C) Incaseyouhaveanyqueriesor issues regardinge-voting,youmay refer theFrequentlyAskedQuestions (“FAQs”)ande-voting manual available at www.evotingindia.co.in under help section or write an email to [email protected].

Affix a Revenue

Stamp

Proxy Form


Regd.Office:IONHouse,Dr.E.MosesRoad,Mahalaxmi,MUMBAI-400011 Tel.: 022-66608711 Fax No.: 022-66635401

e-mail : [email protected]; Website : www.kairacan.com

51st Annual General Meeting on 1st August, 2014, Friday, 11.00 am

Name of the member(s)

Registered address

E-mail ID

Folio No / Client ID

DP ID

I / We, being the member(s) of ________ shares of the above named company, hereby appoint 1. Name : _______________________________________________________________________________ Address : _______________________________________________________________________________ E-mail ID : _______________________________________________________________________________ Signature : _________________, or failing him 2. Name : _______________________________________________________________________________ Address : _______________________________________________________________________________ E-mail ID : _______________________________________________________________________________ Signature : _________________, or failing him 3. Name : _______________________________________________________________________________ Address : _______________________________________________________________________________ E-mail ID : _______________________________________________________________________________ Signature : _________________, or failing him as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the 51st Annual General Meeting of the company, to be held on the Friday, 1st day of August, 2014 at 11.00 am at Hotel Kohinoor Park, Kohinoor Corner, Ruby Hall, Veer Savarkar Marg, Opp. Siddhivinayak Temple, Prabhadevi, MUMBAI - 400 025 and at any adjournment thereof in respect of such resolutions as are indicated below :

Ordinary Business : For Against

1. Adoption of Financial Statement for the Year Ended March 31, 2014.

2. Declaration and Approval of Dividend on Equity Shares for the Year Ended March 31, 2014.

3. Re-appointment of Shri. Utsav R. Kapadia, who retires by rotation.

4. Re-appointment of Shri. Nanak G. Sheth, who retires by rotation.

5. Appointment of M/s. Kalyaniwalla & Mistry, Chartered Accountants as Auditor.

Special Business : 6. Special Resolution under Section 180(1)(a) of the Companies Act, 2013, for creation of security.

7. Special Resolution under Section 180(1)(c) of the Companies Act, 2013, for borrowing powers.

8. Appointment of Shri. Kirat M. Patel, as an Independent Director.

9. Appointment of Shri. Shishir K. Diwanji, as an Independent Director.

10. Appointment of Smt. Amita V. Parekh, as a Woman / Independent Director.

11. Ordinary Resolution under Section 73 for Acceptance of Deposits from Members.

12. Approval of Remuneration of the Cost Auditor.

Signed this ________ day of _______ 2014

Signature of shareholderNote : 1. This formofproxy inorder tobeeffective,shouldbedulycompletedanddepositedat theRegisteredOfficeof the

Company, not less than 48 hours before the commencement of the meeting.2. A Proxy need not be a member of the Company.3. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 51st Annual General

Meeting.

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[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration Rules), 2014]

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BOOK - POST

KAIRA CAN COMPANY LIMITED (CIN: L28129MH1962PLC012289) Regd.Office : ION House, Dr. E. Moses Road, Mahalaxmi, MUMBAI - 400 011 e-mail : [email protected] Website : www.kairacan.com Tel.: 022-66608711 Fax No.: 022-66635401

From :

annual report - bseindia.com€¦ · annual report for the year ended 31st march ... " 600.70...

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