| Dear Members,
The Directors present their 43rd Annual Report together with the
audited accounts of the Company for the Financial Year ended March
31,2015.
(Rs. in lacs)
FINANCIAL RESULTS For the Year For the Year
Ended Ended
31.03.2015 31.3.2014
Net Sales/ Income from operations 6351.24 8405.58
Other Income 54.38 75.41
Total Income 6405.62 8480.99
Profit before interest,
depreciation and exceptional items 112.32 192.16
Less: Interest 109.80 209.76
Gross Profit/(Loss) 2.52 (17.60)
Less: Depreciation 208.70 175.65
Profit/(Loss) before
exceptional items (206.18) (193.25)
Less: Exceptional Items 1197.08 -
Profit/(Loss) from ordinary
activities before tax 990.90 (193.25)
Less:
Provision for income tax
- Current tax (200.00) -
- Deferred tax 19.77 (56.66)
- Income Tax related
to previous year (1.70) -
- MAT Credit Entitlement 20.18 -
Net Profit/(Loss) from ordinary
activities after tax 829.15 (136.59)
Extraordinary activities (net of
tax expenses) - -
Net profit/(loss) 829.15 (136.59)
Add: Balance
brought forward from
the previous year 518.94 660.21
1348.09 523.62
Appropriations:
- Dividend on Preference Shares 0.65 4.00
- Corporate Dividend Tax 0.11 0.68
- Balance carried forward
to Balance Sheet 1325.00 518.94
Total 1325.76 523.62
OPERATIONS
As decided by the Board, the Faridabad operations of the Company were
disposed off during the year. The Company is now engaged only in the
Corrugated Board and Containers operations.
The Company's operations resulted in a net loss of Rs 206.18 lacs as
against Rs 193.25 lacs in the previous year. After exceptional income
of Rs 1197.08 lacs there was net profit (before tax) of Rs 990.90 lacs
for the year .
RESERVES
Your Company proposes to carry Rs. 80,606,114 to the General Reserves
in the Financial Year 2014-15.
EXPANSION AND MODERNIZATION
The Company has been regularly modernizing its Plant & Machinery to
improve the productivity and quality of its products.
DIVIDEND
The Company paid an Interim Dividend @ 8% on 50,000 Cumulative
Redeemable Preference Shares of Rs.100/- each, for the period from
April 1, 2014 to May 30, 2014. All the Preference Shares were redeemed
by the Company.
No dividend has been recommended by the Board on Equity Shares in view
of the need to conserve financial resources.
PUBLIC DEPOSIT
Our company has not accepted any public deposits during the Financial
Year and as such, no amount of principal or interest was outstanding as
on March 31, 2015.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The prescribed details as required under Section 134(3) (m) of the
Companies Act, 2013, read with the Companies (Accounts) Rules, 2014,
are annexed as Annexure - I to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per Clause 49 of the Listing Agreement with the Stock Exchanges, the
Management Discussion and Analysis, is appended to this report.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3) (c) of the
Companies Act, 2013 the Board hereby submits its responsibility
Statement:- (a) in the preparation of the annual accounts for the year
ended March 31, 2015, the applicable accounting standards had been
followed and there are no material departures from the same;
(b) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company as at March 31, 2015 and of the profit and loss of the
company for that period;
(c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern
basis;
(e) The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
(f) The Directors had advised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under the
Companies Act, 2013 and Clause 49 of the Listing Agreement during the
financial year were in the ordinary course of business and on an arm's
length pricing basis and do not attract the provisions of Section 188
of the Companies Act, 2013. All related party transactions during the
year 2014-15 are disclosed in Form No. AOC - 2 in ANNEXURE - II.
Suitable disclosure as required by the Accounting Standards (AS18) has
been made in the notes to the Financial Statements. The Board has
approved a policy for related party transactions which has been
uploaded on the Company's website at the link http://
www.perfectpac.com/pdf/Perfectpac%20Limited%20related
20party%20policy.pdf
INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate systems of internal control
commensurate with its size and the nature of its operations. These have
been designed to provide reasonable assurance with regard to recording
and providing reliable Financial and Operational information, complying
with applicable statutes, safeguarding assets from authorized use or
losses, executing transactions with proper authorization and ensuring
compliance of internal policies.
The Company uses ERP (Enterprise Resource Planning) system to record
data for accounting. The Company has in place adequate internal
financial controls with reference to financial statements. During the
year, such controls were tested and no reportable material weakness in
the design or operation was observed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
i. In accordance with the provisions of the Act and the Article of
association of the Company, Smt Ruchi Vij was appointed as an
Additional Director of the Company w.e.f. 12.02.2015 in order to comply
with the requirement of having a woman director in the Board. She holds
office as a Director up to the date of the ensuing Annual General
Meeting and is eligible for appointment as an independent Non-executive
Director.
ii. The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
Independence as prescribed both under the Companies Act, 2013 and
Clause 49 of the Listing Agreement.
iii. Pursuant to the provisions of the Companies Act, 2013 and clause
49 of the Listing Agreement, the Nomination and Remuneration Committee
has carried out evaluation of every Director's performance. The
Independent Directors, in a separate meeting, has also carried out the
performance evaluation of the Non-Independent Directors and the Board
as a whole and of the Chairman of the company. The performance
evaluation of all the Independent Directors has been done by the entire
Board, excluding the Director being evaluated. The Directors expressed
their satisfaction with the evaluation process.
iv. The Board has, on the recommendation of Nomination and Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The following policies of the
Company are attached herewith marked as Annexure III to this Report.
AUDITORS
Statutory Auditors
At the Annual General meeting held on 29th September, 2014, M/s Jagdish
Sapra & Co., Chartered Accountant, were appointed as Statutory Auditors
of the Company to hold the office till the conclusion of the 45th
Annual General Meeting, subject to annual ratification by the members
at the Annual General Meeting in accordance with the provisions of
Section 139 of the Companies Act, 2013 and rules there under.
Accordingly, the appointment of M/s Jagdish Sapra, Chartered Accountant
as statutory auditors of the Company is placed for ratification by the
shareholders. In this regard the Company has received a certificate
from the auditors to the effect that if they are re-appointed, it would
be in accordance with the provisions of Section 141 of the Companies
Act, 2013.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
the Board of Directors had appointed Mr. Ravi Sharma, Practicing
Company Secretary and Managing Partner at RSM & Co. Company
Secretaries, as the Secretarial Auditor of the Company to conduct the
secretarial audit of the Company for the Financial Year 2014 - 15. The
Report of the Secretarial Auditor in Form MR-3 is annexed as 'Annexure
IV' to this Report. The Report is self explanatory.
AUDITORS REPORT
The Auditors' Report read with notes to the financial statements is
self-explanatory and does not call for any further explanations by the
Board. The Auditor's Report does not contain any qualification,
reservation or adverse remark.
DISCLOSURES
AUDIT COMMITTEE
The Company has constituted an Audit Committee in accordance with
Companies Act, 2013 and Listing Agreement. The Committee comprises of
Independent Directors namely Shri S L Keswani (Chairman), Shri Harpal
Singh Chawla and Smt Ruchi Vij, as other members.
The composition, role, functions and powers of the Audit Committee are
in accordance with the applicable laws and the listing agreements with
the Stock Exchange. To comply with the requirement of Companies Act,
2013, the Audit Committee was constituted at current Financial Year
(2015-16).
VIGIL MECHANISM
The Company has a Whistle Blower Policy to deal with instance of
unethical behavior, actual or suspected fraud or violation of the
company's code of conduct.
The Policy on Vigil Mechanism/ Whistle Blower may be accessed on the
Company's website at the link http://
www.perfectpac.com/pdf/WBP%20(1).pdf .
BOARD MEETINGS DURING THE FINANCIALYEAR 2014-15
The Board of Directors duly met 6 (Six) times in respect of which
proper notices were given and the proceedings were properly recorded
and signed.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statements.
PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES
Particulars of remuneration paid to the employees as required to be
disclosed under section 197(12) of the Act read with Rule 5 of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules
2014, are set out in Annexure V attached hereto and form part of this
Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as Annexure VI.
CORPORATE GOVERNANCE
The Company has implemented several best Corporate Governance practices
which are mandatory as per the provisions of Companies act, 2013. A
separate section on Corporate Governance practices followed by the
Company, is attached to the Report on Corporate Governance as Annexure
VII to this Report.
GENERAL
No significant or material orders were passed by the regulators or
Courts or Tribunals which impact the going concern status and Company's
operation in future.
APPRECIATION
Your Directors gratefully acknowledge the whole hearted support given
by the customers, suppliers, shareholders, employees, governments,
financial institutions, banks, and we look forward to their continued
co-operation and best wishes in our Endeavour to steer your company
towards greater heights.
for and behalf of the Board
Place : New Delhi R. K. RAJGARHIA
Dated:August 12, 2015 Chairman |