The Directors are pleased to present the Annual Report and Audited
Accounts of the Company for the financial year ended 31st March, 2015.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return as provided u/s 92(3) of the Companies
Act 2013 read with Companies (Management & Administration) Rules, 2014,
is given as Annexure A in the Annexure forming part of the Report. NO
OF MEETINGS OF THE BOARD
The Board of Directors have met 4 (four) times during the Financial
Year ended 31th March, 2015
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of the Section 134 (3)(C) & 134 (5)
of the Companies Act, 2013, your Directors confirm that :
1) Applicable accounting standards have been followed in the
preparation of the Annual Accounts for the year ended 31th March, 2015
with proper explanation relating to material departures.
2) Accounting policies have been selected and applied consistently and
judgments and estimates have been made which are reasonable and prudent
and have been applied so as to give a true and fair view ofthe state of
affairs ofthe Company in respect ofthe financial year ended 31st March,
2015 and ofthe profit ofthe Company for that period.
3) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4) Annual Accounts for the year ended 31st March, 2015 have been
prepared on the basis of going concern concept.
5) The Directors have laid down the internal financial controls which
are adequate and are being operated effectively.
6) Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and such systems are adequate and
DECLARATION BY INDEPENDENT DIRECTORS
Every Independent Director has, at the first meeting of the Board and
also at the first meeting of the Board after his/her appointment, in
the financial year 2014-2015, given a declaration as required u/s. 149
of the Companies Act, 2013 that he/she meets the criteria of
POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION ETC.
The Company''s policy on Directors'' appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of a director and other matters providedu/s. 178(3) of the
Companies Act, 2013 is given as Annexure B in the Annexure forming part
of this Report.
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Rohit Kuthari retires by
rotation at the ensuing Annual General Meeting and being eligible,
offer herself for re-appointment.
Messers A K S & Associates, Chartered Accountants, the Statutory
Auditors of the Company retire at the forthcoming Annual General
Meeting and are eligible for re-appointment.
The report by the Auditors is self explanatory and has no
qualification, reservation, adverse remark of disclaimer; hence no
explanation or comments by the Board were required.
Secretarial Audit Report
The Secretarial Audit Report by the Company Secretary in Practice is
self explanatory and is given as Annexure C in the Annexure forming
part of this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS u/s 186 OF THE
COMPANIES ACT, 2013
During the year from 01/04/2014 to 31/03/2015 : NIL
The position as on 31/03/2015 and as on 31/03/2014 : NIL
PARTICULARS OF CONTRACTS REARRANGEMENTS WITH RELATED PARTIES REFERRED
TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013 AND/OR IN THE FORM
During the year the Company had no Transaction referred to the above
Section ofthe Companies Act 2013.
STATE OF COMPANY''S AFFAIRS/FINANCIAL SUMMARY OR HIGHLIGHTS
Current Year Previous Year
Rs in Rs in
thousand lac thousand lac
Total Revenue 244.96 328.49
Prior Period them 0.91 -
Profit before Finance Coast.
Depreciation and Taxation 29.05 53.94
Less:FinanceCost 0.91 0.74
Profit/(Loss)beforeDepreciationand 28.14 53.20
Less:Depreciation 51.58 32.12
Profit/(Loss)beforetax (23.43) 21.08
Less/(Add): Provision of Deferred - -
Tax Charge / (Credit)
Profit/(Loss)aftertax (23.43) 21.08
Add : Balance brought forward from (290.00) (311.08)
Surplus available for Appropriation (313.43) (290.00)
Less : Deferred Tax Charge for the - -
Transferred to General Reserve - -
Balance carried to Balance Sheet (313.43) (290.00)
Amounts, if any, proposed to be carried to any reserves
Appropriation amounts proposed to be transferred to General Reserve :
Amounted any recommended to be paid by way of dividend : NIL
CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pursuant to Section 134 (3) (m) of Companies Act 2013
and Rule 8 of Companies (Accounts) Rule 2014 is given as Annexure E in
the Annexure forming part of this Report.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has developed and implemented a
risk management policy for the Company including identification therein
of element of risk which in the opinion of the Board, may threaten the
existence of the Company.
POLICY ON CORPORATE SOCIAL RESPONSIBILITY
The level of operations of the Company does not conform to the minimum
threshold of Corporate Social Responsibility reporting.
FORMAL ANNUAL EVALUATION OF BOARD
Formal Annual Evaluation by the Board of its own performance and that
of its committees and individual directors had been done during the
year in manner stated in the Criteria for Performance Evaluation of the
Directors of the Company as framed by the Nomination and Remuneration
Committee of the Company an given as Annexure F in the Annexure forming
a part of this Report.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of Business on the Company.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR
HAVE RESIGNED DURING THE YEAR.
No Director''s or Key Managerial personnel were appointed or have
resigned during the year.
NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
DETAILS RELATING TO DEPOSITS COVERED UNDER OR WHICH ARE NOT IN
COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATIONS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE.
There were no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company''s
operations in future.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENT.
Being a listed entity, the financial statements are passing through the
Audit Committee and the processes of Internal and External (Tax, Cost
and Statutory) Audits, before being approved at the meeting of the
Board of Directors of the Company.
AUDIT COMMITTEE AS REQUIRED U/S. 177(8) OF COMPANIES ACT, 2013
The composition of the Audit Committee is covered under the report on
Corporate Governance and which is a part of this report. Further,
during the year there was no recommendation of the Audit Committee
which had not been accepted by the Board.
VIGIL MECHANISM/WHISTLE BLOWER POLICY.
In pursuance to the provisions of section 177(9) & (10) of the
Companies Act, 2013, a Vigil Mechanism for Directors and employees of
the Company, to report genuine concerns has been established. The Vigil
Mechanism/Whistle Blower Policy has been uploaded on the Company''s
website at www.antarctica-packaging.com
Particulars of Directors'' Remuneration U/s 197 (12) ofthe Companies
Act, 2013 Read with Rule 5 (1) of Companies (Appointment and
Remuneration of Managerial personnel) Rules, 2014
Sl. Name Designation % increase in
1 RanjanKuthari Mg. Director Nil
2 RohitKuthari Executive Director 16.55
3 Rajat Kothari Executive Director Nil
4 Sailendra Nath Rakshit CFO 2.07
Sl. Name Rate ofthe remuneration
No. of each director: median
remuneration ofthe Employees
1 RanjanKuthari 11.6:1
2 RohitKuthari 8.79:1
3 Rajat Kothari 2.43:1
4 Sailendra Nath Rakshit 3.69:1
The Company has 46 employees as on 31st March, 2015
Percentage increase in the median remuneration of employees in the
financial year : 3.8%
Average percentile increase in the salaries of employees compared with
percentile increase in managerial remuneration is 1.49:1 The ratio of
the remuneration of the highest paid director to that of the employees
who are not directors but receive remuneration in excess of the highest
paid director during the year : N.A.
31-03-2014 31-03-2015 Variation
233 lacs 155 lacs 33.50%
Price Earning Ratio
0.01 (-) 0.02
PARTICULARS OF EMPLOYEES
As on March 31,2015 the Company did not have any employee in the
category specified in Rule 5(2) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
AUDITORS,S CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE
Certificate regarding compliance of conditions of corporate governance
is given as Annexture G in the Annexure forming part of this report.
For & On Behalf of the Board of Directors
Date : 30th May, 2015 Ranjan Kuthari
Place : Kolkata Chairman & Managing Director