DIRECTORS' REPORT Dear Members, Your Directors present their 43rd Annual Report together with the audited accounts of the Company for the Financial Year ended March 31,2015. 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 R. K. RAJGARHIA Chairman Place : New Delhi Dated : August 12, 2015 |