Apt Packaging Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

The Directors are pleased to present their 45^thAnnual Report on the performance of the
Company for the financial year ended on 31^st March, 2025.

1. FINANCIALPERFORMANCE:

PARTICULARS	For the year ended March 31, 2025	For the year ended March 31, 2024
Revenue from Operations	1359.79	1281.13
Other Income	0070.47	0090.72
Total Revenue	1430.26	1371.85
Finance Cost	0068.89	0072.95
Depreciation and Amortization	0089.83	0105.71
Profit/(Loss) before Exceptional & Extraordinary items	0030.49	(253.47)
Profit before Tax	0030.49	(253.47)
Tax Expenses	-	-
Income Tax- Earlier Period	(0.09)	(01.07)
Provision for Tax (Including Deferred Tax)	-	-
Profit/(Loss) after tax for the year	0030.58	(252.40)

2. OPERATIONS:-

During the financial year 2024-25, the Company recorded a turnover of ?1,359.79 Lakhs, registering an
increase from ?1,281.13 Lakhs in the previous year. The Company posted a net profit of ?30.58 Lakhs, as
against a net loss of ?252.40 Lakhs in the preceding year. This notable improvement underscores the
positive impact of enhanced operational efficiency, improved market sentiment, and effective cost
optimization strategies implemented by the management.

3. PREFERENTIAL ALLOTMENT OF 6550000 EQUITY SHARES AT A PREMIUM OF RS. 20/-

During the year the company decided to raise the funds to meet the companies requirement for working capital ,
expansion, modernization and for corporate purposes through preferential allotment of 65.50 lakhs shares at a
premium of Rs. 20/- each. We are pleased to inform to the share holders that the preferential allotment of the
shares since been completed and the requisite permission from the stock exchange has been received
therefore these shares have become now listed on the stock exchange. The funds raised through the
preferential allotment would unable us to undertake the expansion and modernization activities and also help in
reducing the interest burden of the company.Pursuant to the preferential allotment of shares, the net worth of
the Company has now turned positive.

4. DIVIDEND:

During the year under review, your Board of Directors has not recommended any dividend for the financial
year 2024-25, with a view to conserve resources for future business requirements and growth
opportunities.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGEEARNIGS ANDOUT-GO:

1. Conservation of Energy:-During the year under review, the Company adopted new processes and
installed a modern plant designed to consume significantly lower energy compared to the earlier
machinery. All worn-out electric bulbs and lights were replaced with energy-efficient LED fixtures.
Additionally, improved plant start-up procedures have been implemented to ensure optimum energy
utilization.

2. Technology Absorption:-The Company has not undertaken any significant activities relating to
technology absorption during the year.

3. Foreign Exchange Earnings and Outgo:-During the year, the Company earned ? 160.45 Lakhs in
foreign exchange. The total outflow on account of foreign currency expenses and other charges amounted
to ? 146.15 Lakhs.

6. DEPOSIT:-

The Company has not accepted any deposits from the public within the meaning of Section 73 of the
Companies Act, 2013 and the rules made thereunder during the financial year 2024-25.

7. REMUNERATION TOEMPLOYEES:

None of the Directors or employees of the Company is in receipt of remuneration exceeding the limits
prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Accordingly, the disclosure required under the said Rules is not applicable.

8. DIRECTORS RESPONSIBILITYSTATEMENT:

Your directors wish to inform the members that the Audited Accounts containing Financial Statements for
the year 2024-25 are in full conformity with the requirements of the Companies Act, 2013. They believe
that the Financial Statements reflect fairly, the form and substance of transactions carried out during the
year and present the Company’s financial position and result of operations. These Statements are audited
by the Statutory Auditors M/s. Gautam N and Associates, Chartered Accountants Chh. Sambhajinagar
(Aurangabad).

i) In the presentation of the financial statements, applicable Accounting Standards have been
followed.

ii) The accounting policies are consistently applied and reasonable, prudent judgment and estimates
are made so as to give a true and fair view of the state of affairs of the Company at the end of the
Financial Year.

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors had prepared the financial statements on a going concern basis.

v) That the Directors had laid down internal financial control system which is followed by the company
and that such internal financial controls are adequate and were operating effectively.

vi) 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.

9. DIRECTOR’S COMMENTS ON STATUTORY AUDITORS REPORT

a. Disclaimers made by the statutory auditors:-a. The company has not provided/ paid interest of Rs
0.57 Lakhs for the year on delayed payment to parties covered under the provisions of Micro, Small and
Medium Enterprises Development Act, 2006. Refer note no 16.2 to the financial statements.

Reply :- The interest on account of delayed payment to MSME amounting to Rs. 0.57 lakhs has not been
provided due to financial exigencies..

b. Disclaimers made by the statutory auditors:-The company has not provided GST liability totaling
Rs. 20.70 Lakhs for the financial year 2019-20 for the reasons stated in note no - 29(g) to the financial
statements. The appeal against this order has been filed before the appellate authority.

Reply :- The demand notice for Rs. 20.70 lakhs issued by Goods and Service Tax department in
respect of excess outward tax in GSTR1 compared to GSTR3B and excess ITC claim in GSTR3B for
financial year 2019-20 for Aurangabad branch. The company has preferredan appeal.

c. Disclaimers made by the statutory auditors:-The balances of Trade Receivable, Trade Payable,
Unsecured Loans, Employees, Loans and Advances are subject to confirmations and reconciliation. Refer
note no 33 to the financial statements.

Reply:-Certain accounts of Trade Receivable, Trade payable, Unsecured Loans, employees, Loans and
Advances are subject to confirmation and reconciliations, if any. The difference as may be noticed on
reconciliation will be duly accounted for on completion thereof. In the opinion of the management, the
ultimate difference will not be material.

d. Disclaimers made by the statutory auditors:-Attention is invited to note No 7.4 to the financial
statement in respect of non-provisioning of doubtful debts amounting Rs. 11.45 Lakhs.

Reply:-The necessary arrangement for the recovery of debts are under process

10. AUDITORS:

M/s. Gautam N and Associates, Chartered Accountants were appointed as the Statutory Auditors of the
company under Section 139(1) of the Companies Act, 2013, for a period of 5 years in the 42^ndAnnual
General Meeting held on 29^thSeptember 2022 Hence, looking into the expertise in the field of taxation and
vast experience board of directors recommended ratification of re-appointment of M/s. Gautam N. and
Associates, Chartered Accountants firm No.103117W, Chh. Sambhajinagar (Aurangabad) as a statutory
auditors of the company for further period of one year subject to approval of members in ensuing annual
general meeting of the company.

11. SECRETARIAL AUDITORS:-

On the basis of the recommendation of the Audit Committee, the Board of Directors recommends the
appointment ofCS Ganesh Palve, Proprietor of M/s. Ganesh Palve& Associates, Practicing Company
Secretaries, Chhatrapati Sambhajinagar (Aurangabad), as the Secretarial Auditor of the Company,
pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, to conduct the Secretarial Audit of
the Company and issue a Secretarial Audit Report.

The appointment is proposed for a first term of five (5) consecutive years, commencing from 1^stApril, 2025
and ending on 31^stMarch, 2030, subject to the approval of the shareholders at the ensuing Annual General
Meeting of the Company.

The Secretarial Audit Report for the Financial Year 2024-25, issued by the Secretarial Auditors enclosed
herewith as Annexure - I to this Report, in compliance with the requirements of Section 204(1) of the
Companies Act, 2013

Secretarial Auditors Comments/Observations:-

A. Delayed in advertisement of Quarterly results in news papers for June-2024, September-2024 and
December-2024 quarter respectively.

Management’s Reply: The quarterly results for publication in news papers for June-2024, sept-2024 and
December-2024 respectively for publication in news paper were given to add agency well within the time.
However the delay occurred in publication may be due to the availability of space and therefore it is
delayed.

B. Delayed in filling of ROC forms Dir-12.

Management Reply B:-The filing of ROC forms relating to the resignation of the Independent Director was
delayed due to procedural and administrative reasons. The Company has since completed the filing with
the Registrar of Companies along with the payment of applicable additional fees.

12. RELATED PARTYTRANSACTIONS

The Company has entered into certain transactions with related parties in accordance with Section 188(1)
of the Companies Act, 2013. The prescribed disclosure in Form AOC-2 is annexed to this Report and
forms an integral part thereof. Further, the statement of Related Party Transactions is provided in Note No.
40 to the Financial Statements.

13. ABSTRACT OF ANNUALRETURN

Extract of the annual return Pursuant to sub-Section(1) of section 92 of the Companies Act, 2013 and sub¬
rule (1) of rule 11of the Companies (Management and Administration) Rules, 2014 will be available on the
website of the company under link:- http://www.aptpackag ing.i n/investor/i ndex-46-of-SEBI .html

14. BOARD OFDIRECTORS

The Board of directors consists of following directors as on 31^st March. 2025:

SR	NAME OF DIRECTOR	DESIGNATION
01.	Mr. Arvind Krishnagopal Machhar	Managing Director (Executive)

02.	Mr. Sandeep Bhagawatiprasad Machhar	Director (Non-Executive)
03.	Mr. Ghevarchand Motilal Bothara	Independent Director
04.	Mrs. Rupali Abhijeet Bothara	Independent Director
05.	Mr. Balaprasad Harinarayan Tapdiya (Up to 4th Sept-202	4) Independent Director

During the year, the Board mate on, 28May, 2024, 12August, 2024, 4September, 2024, 22^nd October,
2024, 29^th January, 2025, 5^th February, 2025 and 18^thMarch, 2025.

15. DECLARATION FROM DIRECTORS AND INDEPENDENT DIRECTORS

All executive directors, Non-executive directors and Independent Director of the Company, at the first
meeting of the Board of directors given a declaration of non-disqualification and that he or she meets the
criteria of independence as provided under the law and that he or she is not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that could impair or impact his or her ability to
discharge his or her duties with an objective independent judgment and without any external influence.

16. RISKMANAGEMENT

The Board of the Company has formed a risk management committee to frame, implement and monitor
the risk management plan for the Company. The committee is responsible for reviewing the risk
management plan and ensuring its effectiveness. Major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis.

Sr No	Name of the Director	Designation
01.	Mr. Arvind Krishnagoapl Machhar	Chairman of RMC and Managing Director of Company
02.	Mr. Gheverchand Motilal Bothara	Chairman of ACM and - Independent Director

16. PARTICULARS OF LOANS, GUARANTEES ANDINVESTMENTS

The detailed note regarding guarantees or investments in accordance with section 186 of the Companies
Act, 2013 given in the annual report. The advances to an associates company; the same has been
reported in the financial statement.

17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal
Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year
2024-25.

No. of complaints received - Nil

No. of complaints disposed off - Nil

18. INSURANCE:

All the properties of the Company including Plant & Machinery, Buildings, Vehicles wherever necessary
and to the extent required have been adequately insured.

19. LISTING OF SHARES:

The equity shares of the Company have been actively traded on the stock exchange since July 2022.
Recently, the Company received listing and trading approval for 65,50,000 equity shares issued on a
preferential basis to the promoters and public shareholders.

20. DE-MATERIALIZATION PROCESS:-

The equity shares of the Company are admitted for dematerialization with both the depositories in India—
National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL)—under the ISIN INE046E01025. The shares of the Company are compulsorily traded in
dematerialized form on all recognized stock exchanges in India. Shareholders holding shares in physical
form are requested to convert their holdings into dematerialized form through their Depository Participant

(DP) to facilitate easy and faster transactions, elimination of risk of loss in postal transit, and avoidance of
issues relating to physical share certificates.

Company has maintained suspense account in the name of "APT Packaging Ltd -Securities suspense
account” maintained with HDfC Bank Ltd, Aurangabad in account No. 1301240006224148.

21. REPORT ON CORPORATE GOVERNANCE:

As per listing application and regulation of SEBI your company on voluntary basis prepared a report on
CorporateGovernanceasrequiredundertheListingAgreementwiththeBombayStockExchangecontainingrequir
eddetailsare enclosed and forms part of the report of the Board of Directors on voluntary basis.

22. DETAILS OF APPLICATIONS MADE OR PROCEEDINGS UNDER INSOLVANCY AND
BANKRUPTCY CODE 2016:-

During the year under review there were no applications made or proceedings in the name of the company
under the Insolvency Bankruptcy Code, 2016.

23. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:-

During the year under review there has been no one time settlement of loan taken from Bank and
Financial institution.

24. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation
received from the banks, customers, vendors and members during the year under review. Your director
also wish to place on record their deep sense of appreciation for the services rendered by executive, staff
and workers.

For and on behalf of the Board
Sd/- Sd/-

Place: Chh. Sambhajinagar (Aurangabad) Arvind Machhar Sandeep Machhar

Date: 1^st August, 2025 Managing Director Director

DIN: 00251843 DIN: 00251892

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Mar 31, 2014

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

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Mar 31, 2013

The Members of Apt Packaging Limited

Dear Shareholders

The Directors are pleased to present Thirty Third Annual Report on the performance of the company for the financial year ended on 31st March''2013.

1. FINANCIAL RESULTS

(Rs In Lacs)

PARTICULARS YEAR ENDED ON YEAR ENDED ON 31.03,2013 31.03.2012

Sales and other Income 3,109.78, 2,231.63

Less: Operating Expenses 2,882.25 2,073.24

Profit before Interest and Depreciation 227.53 158.39

DEDUCTIONS

Interest 419.94 354.25

Depreciation & Impairment 309.13 281.80

Operational Proflt/(Lqss) before Tax (501.54) (47767)

Previous Year Income / Expenses 3.97 6.24

Net Profit /(Loss) (505.51) (471.42)

Extra ordinary items-Waiver of Interest by Financial Institution 0.02 130.12

Income Tax

NET PROFIT FOR THE YEAR (505.49) (341.30)

2. PERFORMANCE REVIEW

During the year under the review, the sales and other income is Rs.3109.78 lac against Rs 2,231.63 lacs in the previous year registering increase of 39.35%. The Exports during the year were at Rs. 337.36 Lacs against Rs. 317.38 Lacs in the previous year. Increase in Raw materials prices, overheads and Interest costs have substantially increased the operational cost which could not be passed on to customers . because of stiff competition. This has resulted in to lower operational margins therefore in spite of increase in turnover; losses have increased during the year. , '' .

3. OPERATIONAL PERFORMANCE

During the year under review 565.99 lacs tubes were dispatched as compared to previous year dispatch of 446.01 lacs tubes. The new plant at Uttarakhand has normalized production and achieved higher capacity utilization. Some old machines at Aurangabad unit have become obsolete and therefore have been replaced. The effect of all these initiatives shall be reflected during the Financial Year 2013-14.

4 NETWORTH & REFERENCE TO BIFR:

The net worth of the company as at the end of Financial Year has been fully eroded as the accumulated losses have exceeded the share capital and free reserve. The Company shall comply with the provisions of Sick Industrial Companies Act (SICA) 1985 by once again making reference to Board for Industrial and Financial Reconstruction.

5. DIVIDEND:

In view of losses, the Board of Directors expresses its inability to declare dividend.

6. FIXED DEPOSIT:

Your Company has not accepted any deposits under section 58A and 58 AA of the Companies Act, 1956, from the public during the year.

7. INSURANCE:

All the properties of the Company including Plant & Machinery, Stores and Stocks, wherever necessary and to the extent required have been adequately insured.

8. DIRECTOR

Shri. Sandeep Machhar, Director of the Company is retiring by rotation and being eligible to offer himself for re-appointment. The Board recommends his re-appointment.

9. AUDITORS:

M/s. Rathl & 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.

10. PARTICULARS OF EMPLOYESS:

There are no employees drawing remuneration exceeding the monetary ceiling" prescribed under Section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules 1975.

11. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Board confirms that:

"a) The financial statement is in full conformity with the requirements of the Companies Act, 1956, and applicable accounting standards have been followed along with proper explanation relating to material departure.- .

b) The directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonabl and prudent so as 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 or loss c the Company for the year under review.

c) The directors have taken proper and sufficient care for the maintenance of adequate-accounting records in accordance with the provisions c , this Act for preventing and detecting fraud and other irregularities.

d) The directors have prepared the Annual Accounts on a going concern basis.

12. INFORMATION TECHNOLOGY (IT)

The Company firmly believes that IT is the backbone of any industry in today''s environment. The Company has taken it as a tool to improve the productivity, efficiency and reliability, the Company has mini ERP programme at its manufacturing facility.

13. HEALTH, SAFETY AND ENVIRONMENT

The company also accords highest priority to Protection of Environment. The Company has effective waste management systems to prevent, anj hazards to the environment. The company has taken adequate steps to prevent occurrence of any accidents. The Company has also taker 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.

14. AUDITORS''OBSERVATIONS:

Refer Point No.1 (Opinion) of the Auditors Report: The net worth as on 31.03.2013 has turned negative due to losses suffered and the /company will make reference to Board for Industrial and Financial Reconstruction under the applicable provisions of SICA. The Company has prepared accounts on "Going Concern Basis". Refer note no. 34.

Refer Point No.2 (Opinion) of the Auditors Report: In respect of debtors, creditors, loans and advances(taken and given), balances with various statutory / fiscal liabilities (Assets & Liabilities) i.e. Excise deposits / balances, VAT( Sales Tax),CST, TOS / TCS, 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 to note no. 37. Refer Point No.3 (Opinion) 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 tq note no. 33.

16. 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 corporate governance report and forming part of this report.

17. CORPORATE SOCIAL RESPONSIBILITY

The Company is making all efforts to improve efficiency on all fronts to sustain competition and thefeby coritifiue 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.

18. RELATION WITH EMPLOYEES

The relation with the employees continued to be cordial-during the year. The directors wish to place on record their sincere appreciation for the excellent team spirit with which they have worked for the progress of the Company.

19. 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.

Total energy consumption and energy consumption per unit of production as prescribed form A:

b) Technology Absorption: The Company has installed new automatic header machines at Aurangabad and Haridwar plants having latest technology during the year.

c) Foreign Exchange Earning and Outgo: Foreign Exchange earning of the Company is Rs. 337.36 lacs for the year under review, whereas the outgo isRs. 532.50 lacs. .

20. 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 and statutory Authority for their continual support and to the investors for their trust and confidence on the Management.

BY ORDER OF THE BOARD

Sd/- PLACE: AURANGABAD ARVIND MACHHAR

DATE .06.07.2013 CHAIRMAN CUM MANAGING DIRECTOR

---

Mar 31, 2012

To,The Members of Apt Packaging Limited

The Directors are pleased to present Thirty Second Annual Report on the performance of the company for the financial year ended on 31st March, 2012.

1. FINANCIAL RESULTS (Rs. In Lacs)

PARTICULARS YEAR ENDED ON YEAR ENDED ON 31.03.2012 31.03.2011

Sales and other Income 2,231.63 2,071.72

Less: Operating Expenses 2,073.24 1,930.40

Profit before Interest and Depreciation 158.39 141.31

DEDUCTIONS

Interest 354.25 209.15

Depreciation & Impairment 261.60 263.07

Operational Profit/(Loss) before Tax (477.66) (330.92)

Previous Year Income/Expenses 6.24 (16.11)

Net Profit/(Loss) (471.42) (347.01)

Extra ordinary items - Waiver of Interest by Financial Institution 130.12 65.20

Income Tax - -

NET PROFIT FOR THE YEAR (341.30) (281.81)

2. PERFORMANCE REVIEW

During the year under the review, the sales and other income is Rs. 2,231.63 lacs against Rs. 2,071.72 lacs in the previous year. The Exports during the year declined from the previous year due to market conditions, overseas, during the year, the new plant at Uttarakhand, though has improved its performance but could not achieve its full capacity due to various reasons. Increase in Raw materials, Increase in overheads and Interest costs therefore have increased the operational costs, where as the price realization due to stiff competition has remained stagnant. This has resulted into low operational margins. Due to low operational margins and under utilization of Uttarakhand plant have further increased the losses during the year.

3. OPERATIONAL PERFORMANCE

During the year under review 446.01 lacs tubes were dispatched as compared to previous year dispatch of 408.82 lacs tubes. The new plant at Uttarakhand is gradually normalizing. Further Management has taken effective steps to add on the capacity at Uttarakhand plant and replace some of the key machines which have become obsolete at Aurangabad plant. The effect of all these initiatives will be fully reflected during the performance of the Financial Year 2012-1013.

4. 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 2012.

5. FIXED DEPOSIT:

Your Company has not accepted any deposits under section 58A of the Companies Act, 1956, from the public during the year.

6. INSURANCE:

All the properties of the Company including Plant & Machinery, Stores and Stocks, wherever necessary and to the extent required have been adequately insured.

7. DIRECTOR

Shri. G. M Bothara, Director of the Company is retiring by rotation and being eligible to offer himself for re-appointment. The Board recommends his re- appointment.

8. 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.

9. PARTICULARS OF EMPLOYEES:

There are no employees drawing remuneration exceeding the monetary ceiling prescribed under Section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules 1975.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Board confirms that:

a) The financial statement is in full conformity with the requirements of the Companies Act, 1956, and applicable accounting standards have been followed along with proper explanation relating to material departure.

b) The directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as 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 or loss of the Company for the year under review.

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.

d) The directors have prepared the Annual Accounts on a going concern basis.

11. INFORMATION TECHNOLOGY (IT)

The Company firmly believes that IT is the backbone of any industry in today's environment. The Company has taken it as a tool to improve the productivity, efficiency and reliability. The Company has implemented mini ERP program me at its manufacturing facility.

12. HEALTH, SAFETY AND ENVIRONMENT

The company also accords highest priority to Protection of Environment. The Company has effective waste management systems to prevent any hazards to the environment. The company has taken adequate steps to prevent occurrence of any accidents. The Company has also 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.

13. AUDITORS' OBSERVATIONS:

Refer Point No. 2 (f, g & h) of the Auditors Report are self explanatory and needs no comment:

Refer Point No. 2(i) of the Auditors Report: In respect of debtors, creditors, loans and advances (taken and given), balances with various statutory/fiscal liabilities (Assets & Liabilities) i.e. Excise deposits/balances, VAT (Sales Tax), CST, TDS/TCS, 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 to note no. 40.

Refer Point No. 3 of the Auditors Report: In respect of contingent liability as mentioned in note number 36, for sub point a, d, e, f, g the adverse effect if any will not be material. For sub point b, the guarantee was given in compliance to the Sanctioned Scheme ordered by BIFR for the de-merger of the Company. Regarding sub point c, the Company had imported some capital goods without payment of duty under EPCG scheme for which the Company has obligations to export the specified materials in next 6 years. Refer to note no. 36.

Refer Point No. 3 of the Auditors Report: In respect of un implemented 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 to note no. 37

Refer Point No. 3 of the Auditors Report: In respect of balances etc., with Micro, Small and Medium enterprises respectively the Company has posted letters to all the suppliers and the replies are awaited. The Company is in process of identifying the name of the parties for the subject matter. Refer to note no. 9.

14. SUBSIDIARY COMPANY

During the year the company has disposed of all the shares held in erstwhile subsidiary company M/S Navneet Machines Manufacturing Company Ltd, therefore the statement pursuant to section 212 of the Companies Act, 1956 in respect of M/s the erstwhile subsidiary company is no further needed or appended to the Balance Sheet as the company ceased to remain the subsidiary. Refer Note Number 35.

15. 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 corporate governance report and forming part of this report.

16. CORPORATE SOCIAL RESPONSIBILITY

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.

17. RELATION WITH EMPLOYEES

The relation with the employees continued to be cordial during the year. The directors wish to place on record their sincere appreciation for the excellent team spirit with which they have worked for the progress of the Company.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS 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.

b) Technology Absorption: The Company has not installed any new Plant or Machinery with new technology during the year.

c) Foreign Exchange Earning and Outgo: Foreign Exchange earning of the Company is Rs. 418.30 lacs for the year under review, whereas the outgo is Rs. 937.65 lacs.

19. 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 statutory Authority for their continual support and to the investors for their trust and confidence on the Management.

BY ORDER OF THE BOARD

Sd/-

ARVIND MACHHAR CHAIRMAN CUM MANAGING DIRECTOR

PLACE: AURANGABAD DATE: 13-08-2012

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Mar 31, 2011

The Members of Apt Packaging Limited Dear Shareholders

The Directors are pleased to present Thirty first Annual Report on the performance of the company for the financial year ended on 31st March'2011.

1. FINANCIAL RESULTS (Rs in Lacs)

PARTICULARS YEAR ENDED ON YEAR ENDED ON 31.03.2011 31.03.2010

Sales and other Income 2,071.72 1,996.61

Less: Operating Expenses 1,954.10 1,758.21

Profit before Interest and Depreciation 141.31 238.40

DEDUCTIONS

Interest 209.15 91.75

Depreciation & Impairment 263.07 313.54

Operational Profit before Tax (330.91) (166.91)

Previous Year Income / Expenses 16.11 0.49

Net Profit / (Loss) (347.01) (166.42)

Extra ordinary items -Waiver of Interest by Financial Institution 65.20 0.00

Income Tax 0.00 0.00

2. PERFORMANCE REVIEW

During the year under review the company has recorded Sales & Other Income of Rs 2,071.72 lacs as compared to the earlier year of Rs1996.61 lacs. The exports of tubes during the year declined against the previous year due to adverse market conditions overseas. During the year new plant at Uttarakhand could not made fully operational due to various reasons because of which operational losses have increased in comparison with the previous year. Increase in raw material cost and interest has further increased the operational cost whereas the price realization has declined due to competition and thereby operational margins have been adversely affected.

3. PROGRESS ON SANCTION SCHEME BY HON'BLE BIFR

The directors of the Company are pleased to inform you that vide order dated 16.06.2011, Hon'ble BIFR has discharged the Company from preview of SICA. Now therefore your Company is not more a sick company. The BIFR has directed that the unimplemented portion of the Sanctioned Scheme will be implemented by all concerned. The company and the promoters have fulfilled all of the obligations envisaged in the Sanctioned Scheme by BIFR. However various reliefs and concession envisaged in the Sanctioned Scheme from other authorities/parties are still awaited which are being pursued by the Company.

4. OPERATIONAL PERFORMANCE

During the year under review 408.82 lacs tubes were dispatched as compared to the previous year dispatches of 383.50 lacs tubes. The new plant of the Company at Uttarakhand is gradually normalizing its dispatches and will become fully operational shortly. The new plant at Uttarakhand is eligible for exemption from payment of Central Excise Duty on sales for ten years and fully / partly exemption from Income Tax for 10 years. With the new plant being fully operational the operational margins will improve in coming year.

5. 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 2011.

6. FIXED DEPOSIT:

Your Company has not accepted any deposits under section 58A of the Companies Act, 1956, from the public during the year.

7. INSURANCE:

All the properties of the Company including Plant & Machinery, Stores and Stocks, wherever necessary and to the extent required have been adequately insured.

8. DIRECTOR

Mr. Nawnit Machhar have been appointed as Additional Director of the Company in the Board Meeting dated 31.08.2011. He has vast industrial experience of 20 years and his involvement in the Company will strengthen the operations. Board recommends his appointment as Whole Time Director and remuneration.

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.

9. 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.

10. PARTICULARS OF EMPLOYESS:

There are no employees drawing remuneration exceeding the monetary ceiling prescribed under Section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules 1975.

11. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Board confirms that:

a) The financial statement is in full conformity with the requirements of the Companies Act, 1956, and applicable accounting standards have been followed along with proper explanation relating to material departure.

b) The directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as 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 or loss of the Company for the year under review.

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.

d) The directors have prepared the Annual Accounts on a going concern basis.

12. INFORMATION TECHNOLOGY (IT)

The Company firmly believes that IT is the backbone of any industry in today's environment. The Company has taken it as a tool to improve the productivity, efficiency and reliability. The Company has implemented mini ERP programme at its manufacturing facility.

13. HEALTH, SAFETY AND ENVIRONMENT

The company also accords highest priority to Protection of Environment. The Company has effective waste management systems to prevent any hazards to the environment. The company has taken adequate steps to prevent occurrence of any accidents. The Company has also taken measures to ensure Health and Safety of its employees and work force. The company conducts regular medical check ups and counseling to ensure fitness of its employees.

14. AUDITORS' OBSERVATIONS:

Refer Point No.2(f)of the Auditors Report: In respect of debtors, creditors, loans and advances(taken and given), balances with various statutory / fiscal liabilities ( Assets & Liabilities) i.e. Excise deposits / balances, VAT( Sales Tax),CST, TDS / TCS, 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 to note no.14 of schedule13.

Refer Point No. 3 of the Auditors Report: In respect of contingent liability as mentioned in note number 6, for sub point a, d, e, f, g the adverse effect if any will not be material. For sub point b, the guarantee was given in compliance to the Sanctioned Scheme ordered by BIFR for the de-merger of the Company. Regarding sub point c, the Company had imported some capital goods without payment of duty under EPCG scheme for which the Company has obligations to export the specified materials in next 6 years. Refer to note no.6 of schedule 13

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 to note no.7 of schedule 13

Refer Point No.3 of the Auditors Report: In respect of balances etc with Micro, Small and Medium enterprises respectively the Company has posted letters to all the suppliers and the replies are awaited. The Company is in process of identifying the name of the parties for the subject matter. Refer to note no.12 of schedule13.

15. SUBSIDIARY COMPANY

A statement pursuant to section 212 of the Companies Act, 1956 in respect of the subsidiary company is appended to the Balance Sheet.

16. 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 corporate governance report and forming part of this report.

Your directors proposed the following remuneration payable to Mr. Nawnit Machhar, Whole Time Director w.e.f. 31st August 2011. Further, Mr. Nawnit Machhar, if so desire, may resign the office by giving 3 months notice to the board of directors of the Company.

Particulars Year One Year Two Year Three

Salary (PM) 50,000 55,000 60,000

HRA (PM) 5000 5500 6000

LTA (Annual) One Month One Month One Month Salary Salary Salary

Medical Allowance One Month One Month One Month (Annual) Salary Salary Salary

PF Company Contri 9360 9360 9360 bution (Annual)

Bonus (Annual) 3500 3500 3500

Provision for 1000 1000 1000 telephone at residence (PM)

Total PA 7,84,840 8,60,860 9,36,860

17. CORPORATE SOCIAL RESPONSIBILITY

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.

18. RELATION WITH EMPLOYEES

The relation with the employees continued to be cordial during the year. The directors wish to place on record their sincere appreciation for the excellent team spirit with which they have worked for the progress of the Company.

19. 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.

b) Technology Absorption: The Company has not installed any new Plant or Machinery with new technology during the year.

c) Foreign Exchange Earning and Outgo: Foreign Exchange earning of the Company is Rs. 526.97 lacs for the year under review, whereas the outgo is Rs. 693.03 lacs.

20. ACKNOWLEDGEMENT

The Board 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 statutory Authority for their continual support and to the investors for their trust and confidence on the Management.

BY ORDER OF THE BOARD

ARVIND MACHHAR CHAIRMAN CUM MANAGING DIRECTOR PLACE : AURANGABAD DATE : 31-08-2011

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Mar 31, 2010

The Directors are pleased to present Thirtieth Annual Report on the performance of the company for the financial year ended on 31st March2010.

I. FINANCIAL RESULTS (Rs in Lacs)

PARTICULARS YEAR ENDED ON 31/03/2010 YEAR ENDED ON 31/03/2009

Sales and other Income 1,996.61 1,982.74

Less: Operating Expenses 1,758.21 1,655.62

Profit before Interest and Depreciation. 238.40 327.12

DEDUCTIONS

Interest 91.75 95.48

Depreciation & Impairment 313.54 191.44

Transferred to resulting Company -- (8.61)

Operational Profit before Tax (166.91) 48.81

Previous Year Income / Expenses 0.49 11.41

Net Profit / (Loss) (166.42) 60.22

Extra ordinary items-Waiver of Interest by Financial Institution 0.00 954.01

Income Tax (FBT) 0.00 (5.64)

NET PROFIT FOR THE YEAR (166.42) 1,008.59

1.PERFORMANCE REVIEW

During the year under review the company has recorded Sales & Other Income of Rs 1996.61 lacs compared to the earlier year of Rs 1982.74 lacs. The export during the year increased to Rs 826.70 lacs (FOB) against the previous year Rs 495.67 lacs. As the turnover of the company remained more or less same, partly due to the increase in operative expenses, partly increase in depreciation and impairment of assets, the company has incurred a loss of Rs 166.42 lacs during the year as compared to the previous year profit of Rs 60.22 lacs.

3. PROGRESS ON SANCTION SCHEME BY HONBLE BIFR

The company and the promoters have fulfilled most of the obligations envisaged in the Sanctioned Scheme by BIFR. However various reliefs and concession envisaged in the Sanctioned Scheme from other authorities/parties are yet to be consented for which the company is pursuing with them legally and otherwise. The Sanctioned Scheme to this extent has therefore remains to be implemented; this may affect the long term sustainability of the company.

4. OPERATIONAL PERFORMANCE

During the year under review 383.50 lacs tubes were produced as compared to the previous year production of 344.45 lacs tube. The company has put more emphasis on production of tubes of various new varieties such as nozzle, lip balm, oval size as per customers specification which would result into higher value addition.

The commercial production from its plant set up at Laksar near Haridwar has commenced its commercial production from 24th March 2010.The Capacity of this Plant is 80 million tubes per annum. The Executives of the company have put their efforts to, commence the production within time. This addition strengthens in the company in many ways which includes better customer service and increase revenue and profitability. The plant is eligible tor exemption from payment of Central Excise Duty on sales for ten years and 100% of Income Tax for First five years and 30% deduction from Income on next five years.

5. DIVIDEND:

In view of unavailability of the profits, the Board of Directors expresses its inability to declare any dividend fortheyearended 31st March 2010.

6. FIXED DEPOSIT:

Your Company has not acceptedany deposits undersection 58A of the Companies Act, 1956, from the public during the year.

7. INSURANCE:

All the properties of the Company including Plant & Machinery, Stores and Stocks, wherever necessary and to the extent required have been adequately insured. 8.DIRECTOR

Shri.Ravi Machhar Director of the Company is retiring by rotation and being eligible offers himself for re-appointment. The Board recommends his re- appoint.

Shri Sandeep Machhar Director of the Company is retiring by rotation and being eligible offers himself for re-appointment. The Board recommends his re- appoint. , 9. APPOINTMENT/REAPPOINTMENT OF DIRECTORS

In view of recognition of their exposure and experience.of Mr. Arvind Machhar Managing Director the Board of Directors of the Company is of the opinion that he should be reappointed for a further period of three years. The re-appointment as a Managing Director of the company wouldbe in the best interest of the Company. 10.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.

II. PARTICULARS OF EMPLOYEES :

There are no employees drawing remuneration exceeding the monetary ceiling prescribed under Section 217(2A) of the Companies Act 1956 read with the companies (Particulars of Employees) Rules 1975.

12.DIRECTORSRESPONSIBILITYSTATEMENT:

Pursuant to the provisionsof section 217(2AA) of the Companies Act, 1956, the Board confirms that:

a) The financial statement is in full conformity with the requirements of the Companies Act, 1956, and applicable accounting standards have been followed along with proper explanation relating to material departure.

b) The directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as 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 or loss of the Company for the year under review.

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.

d) The directors have prepared the Annual Accounts on a going concern basis.

13. INFORMATION TECHNOLOGY (IT)

The Company firmly believes that IT is the backbone of any industry in todays environment. The Company has taken it as a tool to improve the productivity, efficiency and reliability/The Company has implemented mini ERP programme at its manufacturing facility.

14. HEALTH, SAFETY AND ENVIRONMENT

The company also accords highest priority to Protection of Environment. The Company has effective waste management systems to prevent any hazards to the environment. The company has taken adequate steps to prevent occurrence of any accidents. The Company has also taken measures to ensure Health and Safety of its employees and workforce. The company conducts regular medical check ups and counseling to ensure fitness of its employees.

15. AUDITORS OBSERVATIONS:

Refer Point No. 2(f)of the Auditors Report: In respect of unsecured creditors/debtors/statutory deposits/statutory liabilities the company is following the system of perpetual confirmation and reconciliation. Accordingly, all the accounts are reconciled and adjusted as and whe,n a note of discrepancy is received from the concerned party. Refer to note no.8 of schedule13.

16. SUBSIDIARY COMPANY

A statement pursuant to section 212 of the CompaniesAct, 1956 in respect of the subsidiary company is appended to the Balance Sheet.

17. REPORT ON CORPORATE GOVERNANCE

Areport 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 corporate governance report and forming part of this report.

18. CORPORATE SOCIAL RESPONSIBILITY

The Company is making all efforts to continue the manufacturing activities and come out of BIFR 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 contribute to the productivity of the Country.

19. RELATION WITH EMPLOYEES

The relation with the employees continued to be cordial during the year. The directors wish to place on record their sincere appreciation for the excellent team spirit with which they have worked for the progress of the Company.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS 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.

b) Technology Absorption: The Company has installed new Plant & Machinery with new technology during the year.

cj Foreign Exchange Earning and Outgo: Foreign Exchange earning of the Company is Rs. 826.70 lacs for the year under review, whereas the outgo isRs. 652.70 lacs. 21.ACKNOWLEDGEMENT

The Board place on records their sincere gratitude to the employees of the for 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 statutory Authority for their continual support and to the in vestors for their trust and confidence on the Management.

PLACE:AURANGABAD BY ORDER OF THE BOARD

DATE: 10-04-2010 ARVIND MACHHAR

CHAIRMAN CUM MANAGING DIRECTOR