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Apt Packagings

BSE: 506979|ISIN: INE046E01017|SECTOR: Chemicals
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Directors Report Year End : Mar '14    Mar 13
The Members of Apt Packaging Limited Dear Shareholders
 
 The Directors are pleased to present Thirty Forth Annual Report on the
 performance of the company for the financial year ended on 31st
 March''2014.
 
 1. FINANCIAL RESULTS
 
                                                   (Rs in Lacs)
 PARTICULARS                                YEAR ENDED ON  YEAR ENDED ON
                                            31.03.2014     31.03.2013
 
 Sales and other Income                       2,879.94           3109.78
 
 Less: Operating Expenses                     2,489.22           2882.25
 
 Profit before Interest and Depreciation        390.72            227.53
 
 DEDUCTIONS
 
 Interest                                       460.65            419.94
 
 Depreciation & Impairment                      274.91            309.13
 
 Operational Profit before Tax                (344.85)          (501.54)
 
 Previous Year Income / Expenses                  0.58              3.97
 
 Net Profit / (Loss)                          (345.42)          (505.51)
 
 Extra ordinary items - Profit on Sale of 
 Fixed Assets                                   177.66              0.02
 
 Income Tax                                       0.00              0.00
 
 NET PROFIT FOR THE YEAR                      (167.76)          (505.49)
 
 
 2. PERFORMANCE REVIEW
 
 During the year under review the sales and other income has declined to
 at Rs.2879.94 Lacs as against Rs. 3109.78 Lacs in the previous year.
 The decline was mainly due to overall week domestic economy, pressure
 on selling prizes due to recession, shifting of customers'' interest
 towards low cost products, unhealthy competition from unorganized
 sector etc. However the export sales during the year have doubled to
 Rs. 683.04 Lacs as against Rs. 337.36 Lacs in the year 2012-2013.
 
 3. OPERATIONAL PERFORMANCE
 
 In spite of decrease in sales the profit before interest and
 depreciation increased by 71.50% to Rs. 390.72 Lacs as against Rs.
 227.53 in the previous year. This is result of well thought strategy
 cost reduction, optimum utilization of sources, better product mix and
 higher automation.  The company has strengthened the domestic marketing
 team and installed various machines during the year, the impact of the
 same will be seen in the coming year.
 
 4. NET WORTH OF THE COMPANY AND SICKNESS CRITERIA
 
 The Company has been registered with Board of Industrial and Financial
 Reconstruction, New Delhi (BIFR) as a sick company as the net worth of
 the company turned negative as per audited balance sheet as on
 31.03.2013.. Hon''ble BIFR has appointed Punjab National Bank as
 Operating Agency (OA). The Company is preparing the Draft
 Rehabilitation Scheme (DRS) for submission to the BIFR & OA.
 
 5. CAPITAL REDUCTION AND ISSUE OF RIGHT SHARES AS PER DRS
 
 In accordance with the DRS being prepared by the Company for submission
 to Operating Agency and to the BIFR, your Directors are proposing to
 reduce the face value of the share by 50% from the current face value
 of Rs.10/- per share to Rs.5/- per share. Thus the share capital would
 be reduced from Rs.526.35 Lacs to Rs.263.18 Lacs. This reduction in
 capital would help in reducing the accumulated losses to that extent,
 besides the face value of the share will represent its true value and
 would be in the larger interest of the shareholders in long run.
 Although the reduction of capital would also be a part of the DRS,
 necessary process is also being initiated under the provisions ofThe
 Companies Act 2013 to effectuate the said reduction. An appropriate
 resolution in this regard is being proposed in the ensuing Annual
 General Meeting for consideration of members.
 
 6. ISSUE OF RIGHT SHARES AS PER DRS
 
 In accordance with the Draft Rehabilitation Scheme being prepared by
 the Company for submission to Operating Agency and to the BIFR, your
 Directors are proposing for fresh issue of shares on right basis to the
 existing shareholders in the ratio of one equity share for every two
 shares held. This right issue is to meet the promoters contribution in
 the scheme of rehabilitation. This fresh right issue of shares will
 strengthen the financials of the Company and would be in the overall
 interest of the Company.. Although the right issue of capital would
 also be a part of the DRS, necessary process is also being initiated
 under the provisions of The Companies Act 2013 to effectuate the said
 issue.  An appropriate resolution in this regard is being proposed in
 the ensuing Annual General Meeting for consideration of members.
 
 7. DIVIDEND:
 
 In view of unavailability of the profits, the. Board of Directors
 expresses its inability to declare any dividend for the year ended 31st
 March 2014.
 
 8. FIXED DEPOSIT:
 
 Your Company has not accepted any deposits under section 73 (1) of the
 Companies Act, 2013, from the public during the year.
 
 9. INSURANCE:
 
 All the properties of the Company including Plant & Machinery, Stores
 and Stacks, wherever necessary and to the extent required have been
 adequately insured. ''
 
 10. DIRECTOR
 
 During the year Mr. Nawnit machhar, Whole Time Director of the Company
 resigned due to personal reasons The Company is thankful to him for his
 valuable contribution made to company from time to time.
 
 Shri.B. H. Tapdiya, Director of the Company is retiring by rotation and
 being eligible to offer himself for re appointment. The Board
 recommends his re- appointment.
 
 11. AUDITORS: ''
 
 M/s. Rathi & Bangad, Chartered Accountants, Aurangabad, the Statutory
 Auditors of the Company are retiring at the forthcoming annual general
 meeting and they are eligible for re-appointment. The Board recommends
 their re-appointment for next three years.
 
 12. PARTICULARS OF EMPLOYESS:
 
 There are no employees drawing remuneration exceeding the monetary
 ceiling prescribed under Section 217(2A) of the Old Companies Act,
 
 1956 or as per New Companies Act 2013 read with the companies
 (Particulars of Employees) Rules 1975 old and Rule 2011.
 
 13. DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to the provisions of section 134(3 & 7) 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 fraudulent other irregularities
 
 d) The annual accounts are prepared on a going concern basis;
 
 e) Internal financial controls laid have been followed by the company
 and that 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.
 
 14. COMPOSITION OF AUDIT COMMITTEE
 
 The composition of Audit committee of the company as follows:
 
 SR  NAME OF THE MEMEBR   DESIGNATION
 NO
 
 01. SHRI. G. M. BOTHRA   CHAIRMAN (Independent Director)
 
 02. SHRI. ARVIND MACHHAR MEMBER (Managing Director)
 
 03. SHRI. B. H. TAPDIYA  MEMBER (Independent Director)
 
 
 15. INFORMATION TECHNOLOGY (IT)
 
 The Company firmly believes that IT is the backbone of any industry in
 today''s environment and is using it as a tool for communication;
 improve in production and productivity besides using it as marketing
 tool. The efficiency, effectiveness and reliability of the available
 sources of the Company is improved due to optimum use of IT. The
 Company has mini ERP program me at its manufacturing facility.
 
 16. HEALTH, SAFETY AND ENVIRONMENT
 
 The company also accords highest priority to Protection of Environment.
 And therefore has effective waste management systems to prevent any
 hazards to the environment; has taken adequate steps to prevent
 occurrence of any accidents; has taken measures to ensure Health and
 Safety of its employees and work force. The company conducts regular
 medical checkups and counseling to ensure fitness of its employees.
 The company has taken insurance policy of all of its employee.
 
 17. EXTRACT OF ANNUAL RETURN AS PROVIDED UNDER SECTION (3) OF SECTION
 92 OF THE COMPANIES ACT 2013.
 
 Pursuant to the provisions of section (3) OF SECTION 92 of the
 Companies Act, 2013, the Board confirms that:
 
 a) The company has accepted the new formats of Annual Returns for the
 financial year 2013 14 and contents thereof to disclose the detail
 information as per new form no 7.7 containing the particulars as per
 financial year.
 
 b) The meetings of the Boards of the company are to be given in
 Corporate Governance Report of the company.
 
 c) The directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for preventing and detecting fraud and other
 irregularities in terms of Section 149 of Companies Act, 2013.
 
 d) The company has adopted all the provisions and procedure laid under
 the new companies Act 2013 for the purpose of appointment of Director,
 Independent Director and their remuneration including their criteria
 for qualification, reservation etc. as per section 178 (3) of the
 companies act 2013.
 
 e) During the year company has not given any guarantee; loan to any
 person or body corporate; made new investment in terms of section 186
 of the companies act 2013 except for advances to suppliers and
 employees in the normal course of business were given.
 
 f) During the year company has complied the requirements of Section 188
 of Companies Act, 2013 with respect to Related Party Transactions.
 
 18. AUDITORS'' OBSERVATIONS:
 
 Refer Point No.1 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 approached to sole banker Punjab National Bank for re
 schedulement of installments and concessions in rate of interest and
 bank charges. The Company is approaching to other governments for some
 reliefs. The Company is preparing Draft Rehabilitation Scheme for
 submission to OA & BIFR. In view of above the accounts of the Period
 under review have been prepared on going concern basis. (Refer Note
 Number 35)
 
 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.40)
 
 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.34)
 
 19. REPORT ON CORPORATE GOVERNANCE
 
 A report on corporate governance as required in terms of clause 49 of
 the Listing Agreement with the Bombay Stock Exchange, containing
 required details is annexed with report and forming part of this
 report.
 
 20. CORPORATE SOCIAL RESPONSIBILITY
 
 The Company has introduced the 5 S, good manufacturing practices,
 regular training programmes of casual workers and permanent employees.
 Aurangabad plant has been recently certified by ISO and ISO
 Certification for Haridwar plant is in process. The Company is making
 all efforts to improve efficiency on all fronts to sustain competition
 and thereby continue to keep the employment of the employees,
 contribute towards the exchequer by way of direct and indirect taxes,
 generate foreign exchange for the country through exports and remain in
 business.
 
 21. RELATION WITH EMPLOYEES
 
 The relation with the employees continued to be cordial during the
 year. The directors wish to place on record their sincereappreciation
 for the excellent team spirit with which they have worked for the
 progress of the Company.
 
 22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNIGS AND OUTGO ETC
 
 a) Conservation of Energy: The Company consistently pursues reduction
 in energy consumption in its manufacturing process on an ongoing basis.
 The Company have been granted monetary Incentive from Govt, of
 Maharashtra for energy saving. At Haridwar the Company has shifted
 running of plant on generating set in case of power failures and have
 now taken power connection with continuous power supply connection
 from Uttrakhand Power Supply Company Ltd (UPSCL) by paying 15% extra
 power tariff. Thus elimination of power through generator set has more
 than compensated us not only in power cost but also helped us in
 reducing the rejection.
 
 b) Technology Absorption: The Company has not installed any new Plant
 or Machinery with new technology during the year.
 
 c) Foreign Exchange Earning and OutgoForeign Exchange earning of the
 Company is Rs. 807.27 lacs for the year under revie w, whereas the
 outgo is Rs.462.48 lacs.
 
 23. ACKNOWLEDGEMENT
 
 The Board of Directors place on records their sincere gratitude to the
 employees of their hard work and would like to compliment those
 Executives who were involved in starting timely production at
 Uttarakhand plant for their all out efforts, to Punjab National Bank as
 sole banker, statutory Authority for their continual support and to the
 investors for their trust and confidence on the Management.
 
                                                   BY ORDER OF THE BOARD
 
 PLACE: AURANGABAD                                        ARVIND MACHHAR
 DATE: 30.05.2014                                      MANAGING DIRECTOR
                                                          DIN:- 00251843
Source : Dion Global Solutions Limited
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