| 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 |