DIRECTORS' REPORT TO, THE MEMBERS OF APT PACKAGING LIMITED Dear Shareholders The Directors are pleased to present Thirty Fifth Annual Report on the performance of the company for the financial year ended on 31" March'2015. 2. PERFORMANCE OF THE COMPANY DURING THE FINANCIAL YEAR: During the year under review 430.28 Lacs tubes were dispatched as compared to the previous year dispatches of 491.51 Lacs tubes. The sales and other income has declined to at Rs.2,601.26 Lacs as against Rs. 2,879.94 Lacs in the previous year. The decline was mainly due to overall week overseas markets, lower demand from domestic customers, higher cost of raw materials, pressure on selling prizes, cut through competition in product sector from new entrant. In spite of decrease in sales the PBDIT remained nearly same at Rs. 384.45 Lacs as against Rs. 390.72 Lacs. This is due to well thought strategy of better product mix; higher automation; all around cost reduction and control. The Company is making efforts to explore new customers and markets and the result of same are expected in current year. 3. MATERIAL CHANGES:- During the period from 01.04.2015 to 30.05.2015 no material changes have been occurred yet to the close of financial year. 4. DIVIDEND In view of unavailability of the profits, the Board of Directors Expresses its inability to declare any dividend for the year ended 31" March, 2015. 5. RESERVES During the year under review no amount carry to any reserve to be given. 6. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS. During the year under review company has not received any adverse notice from Ministry of Corporate Affairs, Tribunals, ROC, RBI and Central Government. However during the year Hon'ble High Court of Mumbai, Aurangabad Bench has set aside the order dated 18.09.2012 of Joint Director of Industries, Aurangabad and has upheld that the Company is entitled to get the reliefs and concessions from Government of Maharashtra in accordance to the Sanctioned Scheme ordered by Board for Industrial and Financial Reconstruction, New Delhi. 7. INTERNAL FINANCIAL CONTROLS. During the year under review company has sufficient internal control policy & system for to take care of frauds and illegitimate practice.* 8. STATUTORY AUDITORS M/s. Rathi & Bangad, Chartered Accountants, Aurangabad, the Statutory Auditors of the Company has re-appointment for three years in previous Annual General Meeting held on 23"1 August, 2014 of the company as per Companies Act 2013. 9. AUDITORS' OBSERVATIONS: Refer Point No .l of the Auditors Report: In respect of the accounts of the Company for the year have been prepared on 'Going Concern Basis', the BIFR has appointed Punjab National Bank as the operating agency. The Company has submitted Draft Rehabilitation Scheme (DRS) to OA and OA has submitted the DRS to BIFR. The sole banker Punjab National Bank has approved for re-schedulement of installments and concessions in rate of interest. "In view of above the accounts of the Period under review have been prepared on going concern basis". (Refer Note Number 36) Refer Point No.2 of the Auditors Report: In respect of the debtors, creditors, loans and advances including inter corporate deposits (taken and given), balances with statutory / fiscal liabilities ( Assets & Liabilities) i.e. Excise & Service Tax deposits / balances, the company is following the system of perpetual confirmation and reconciliation. Accordingly, all the accounts are reconciled and adjusted as and when a note of discrepancy is received from the concerned party and in the opinion of management the ultimate difference will not be material. (Refer Note no.39) Refer Point No.3 of the Auditors Report: In respect of unimplemented portion of BIFR's Sanctioned scheme, the Company is making efforts legally or otherwise to get the scheme implemented. The scheme has attained finality and in the opinion of Directors, the scheme will be implemented fully. (Refer Note No.35) 10.EXTRACT OF THE ANNUAL RETURN The detailed information of the annual return in Form- No MGT 9 is attached with this Board's report. 11.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows. A) Conservation of energy: (i) The steps taken or impact on conservation of energy; The Company consistently pursues reduction in energy consumption in its manufacturing process on an ongoing basis. The Compa/iy have been granted monetary Incentive from Govt. of Maharashtra for energy saving. (ii) The steps taken by the company for utilizing alternate sources of energy; The Company has not taken any efforts for alternate source of energy due to financial constraints and also as the energy consumption is very low as compared to turnover. (iii) The capital investment on energy conservation equipments; No investment during the year. (B) Technology absorption:- (i) The efforts made towards technology absorption; The Company has not installed any new Plant or Machinery with new technology during the year. (ii) The benefits derived like product improvement, cost reduction, product development or import substitution; Same operational profits on lower turnover. (C) Foreign exchange earnings and Outgo: Foreign Exchange earning of the Company is Rs.307.83 Lacs for the year under review, whereas the outgo is Rs.377.53 Lacs. 10. CHANGE IN DIRECTORS: A) Changes in Directors and Key Managerial Personnel The details about the changes in the directors or key managerial personnel by way of Designation:- During the year Company has designated Shri. Arvind Machhar, Managing Director of the company as Key managerial personnel in the meeting of Board of Directors dated on 30th May, 2014 Resignation: - During the year Company has approved Resignation tender by Mr. Bhushan Puranik, as a Company Secretary from the Board due to his personal and unavoidable circumstances. Re-appointment :- Shri G. M. Bothara director of the company is retiring by rotation and being eligible to offer himself for re-appointment. The Board recommends his appointment. Declaration by an Independent Director(s) and re- appointment: - A declaration by an Independent Directors) that he/she//they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has taken by the company enclosed. No independent director have completed a term of five consecutive years on the Board of a Company since their re-appointment as per Companies Act 2013 therefore no need to pass of a special resolution. 11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS: The-Board of Company met six times during the last financial year 12. AUDIT COMMITTEE:- The Board of Company met four times during the last financial year. 13. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES: - During the year Company has established sufficient vigil mechanism for directors and employees to report genuine concerns to disclose. 14. NOMINATION AND REMUNERATION COMMITTEE:- During the year Company has established one remuneration committee for fixing the remuneration package of directors & employee.' 15. MANAGERIAL REMUNERATION: - As per details mentioned in attached Corporate Governance report. 16. SECRETARIAL AUDIT REPORT:- A Secretarial Audit Report given by Mr. Girish Bhandare and Associates, a Company Secretary in Practice is attached herewith. 17. CORPORATE GOVERNANCE CERTIFICATE :- The Compliance Certificate from M/s. Rathi & Bangad, Chartered Accounts the auditors of the Company regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report. 18. RISK MANAGEMENT POLICY:- During the year Company has implemented sufficient risk management policy for the identification of elements of risk. 19. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the provisions of section 134(3) of the Companies Act, 2013, the Board confirms that: a) Applicable accounting standards have been followed with explanation for any material departures b) Selected accounting policies have been applied consistently to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period. c) Proper and sufficient care has been taken for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities d) The annual accounts are prepared on a going concern basis; and e) Adequate internal financial controls system consisting of policies and procedures are adopted and adhered by the Company for orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting records and timely preparation of financial statements and review its efficacy. In the opinion of Board such controls are adequate and are operating effectively. f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 20. ACKNOWLEDGEMENTS:- The Board of Directors place on record their sincere gratitude to employees for their hard work, to Punjab National Bank as sole banker, to investors for their trust and confidence in the management and all concerned with whose help, cooperation and hard work the Company is able to achieve the results. By order of the board Mr. Arvind Machhar Managing Director Din:-00251843 Date: 30.05.2015 Place: Aurangabad |