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Antarctica Ltd.

BSE: 526715 Sector: Services
NSE: ANTGRAPHIC ISIN Code: INE414B01021
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Antarctica Ltd. (ANTGRAPHIC) - Director Report

Company director report

TO THE MEMBERS

Your Directors are pleased to present the 24th Annual Report together with the AuditedAccounts of the Company for the financial year ended 31st March 2016.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return as provided u/s 92(3) of the Companies Act 2013 readwith Companies (Management & Administration) Rules 2014 Is given as Annexure A Inthe Annexure forming part of the Report.

NO OF MEETINGS OF THE BOARD

The Board of Directors have met 4 (four) times during the Financial Year ended 31thMarch 2016 DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of the Section 134 of the Companies Act 2013 yourDirectors confirm that:

1) Applicable accounting standards have been followed In the preparation of the AnnualAccounts for the year ended 31th March 2016 with proper explanation relating to materialdepartures.

2) Accounting policies have been selected and applied consistently and judgments andestimates have been made which are reasonable and prudent and have been applied so as togive a true and fair view of the state of affairs of the Company In respect of thefinancial year ended 31st March 2016 and of the profit of the Company for that period.

3) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

4) Annual Accounts for the year ended 31st March 2016 have been prepared on the basisof going concern concept.

5) The Directors have laid down the internal financial controls which are adequate andare being operated effectively.

6) Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

Every Independent Director has at the first meeting of the Board and aslo at the firstmeeting of the Board after his/her appointment in the financial year 2014-2015 given adeclaration as required u/s. 149 of the Companies Act 2013 that he/she meets the criteriaof Independence.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION ETC.

The Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters providedu/s. 178(3) of the Companies Act 2013 is given as Annexure B in theAnnexure forming part of this Report.

DIRECTORS

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mrs. Renu Kuthari retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offer herself for re-appointment. Mr. Rohit Kuthariwho appoited as executive Director w.e.f. 1st April 2016.

AUDITORS

Messers A K S & Associates Chartered Accountants the Statutory Auditors of theCompany retire at the forthcoming Annual General Meeting and are eligible forre-appointment.

AUDITOR' REPORT

The report by the Auditors is self explanatory and has no qualification reservationadverse remark of disclaimer; hence no explanation or comments by the Board were required.

Secretarial Audit Report

The Secretarial Audit Report by the Company Secretary in Practice is self explanatoryand is given as Annexure C in the Annexure forming part of this Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS u/s 186 OF THE COMPANIES ACT 2013

During the year from 01/04/2015 to 31/03/2016 NIL

The position as on 31/03/2016 and as on 31/03/2015 NIL

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH REATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT 2013 AND/OR IN THE FORM AOC-2

During the year the Company had no Transaction referred to the above Section of theCompanies Act 2013.

FINANCIAL SUMMARY
Current Year Rs in thousand lac Previous Year Rs in thousand lac
Total Reveue 289.88 244.96
Prior Period them 0.47 0.91
Profit before Finance Coast. Depreciation and Taxation 34.00 29.05
Less: Finance Cost 0.89 0.91
Profit / (Loss) before Depreciation and Tax 33.11 28.14
Less: Depreciation 16.55 51.58
Profit / (Loss) before tax 16.56 (23.43)
Less/(Add): Provision of Deferred Tax Charge / (Credit) 1.35
Profit/ (Loss) after tax 17.91 (23.43)
Add : Balance brought forward from previous year (313.43) (290.00)
Surplus available for Appropriation (295.52) (313.43)
Less : Deferred Tax Charge for the earlier years
(295.52) (313.43)
Appropriation :
Transferred to General Reserve
Ballance carried to Balance Sheet (295.52) (313.43)

Amounts if any proposed to be carried to any reserves

Appropriation amounts proposed to be transferred to General Reserve NIL

Amount if any recommended to be paid by way of dividend NIL

CONSERVATION OF ENERGY ABSORPTION OF TECHNOLOGY FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to Section 134 (3) (m) of Companies Act 2013 and Rule 8 ofCompanies (Accounts) Rule 2014 Is given as Annexure D in the Annexure forming part of thisReport.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has developed and implemented a risk managementpolicy for the Company Including identification therein of element of risk which in theopinion of the Board may threaten the existence of the Company.

POLICY ON CORPORATE SOCIAL RESPONSIBLITY

The level of operations of the Company does not conform to the minimum thershold ofCorporate Social Responsibility reporting. FORMAL ANNUAL EVALUATION OF BOARD

Formal Annual Evaluation by the Board of Its own performance and that of Its committeesand Individual directors had been done during the year In manner stated In the Criteriafor Performance Evealuation of the Directors of the Companys as framed by the Nominationand Remuneration Committee of the Company an given as Annexure E In the Annexure forming apart of this Report. CHANGE IN THE NATURE OF BUSINESS

There has been no change In the nature of Business on the Company.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE YEAR.

No Director's or Key Managerial personnel were appointed or have resigned during theyear.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR

DETAILS RELATING TO DEPOSITS COVERED UNDER OR WHICH ARE NOT IN COMPLIANCE WITH THEREQUIREMENTS OF CHAPTER V OF THE ACT.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATIORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.

There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENT.

Being a listed entity the financial statements are passing through the Audit Committeeand the processes of Internal and External (Tax Cost and Statutory) Audits before beingapproved at the meeting of the Board of Directors of the Company.

SI. No. Name Desingation % increase in remuneration Rate of the remuneration of each director: median remuneration of the Employees
1 Ranjan Kuthari Mg. Director NIL 10.58:1
2 Rohit Kuthari Executive Director NIL 7.46:1
3 Rajat Kothari Executive Director NIL 1.50:1
4 Sailendra Nath Rakshit CFO 3.02 3.28:1

AUDIT COMMITTEE AS REQUIRED U/S. 177(8) OF COMPANIES ACT 2013

The composition of the Audit Committee is covered under the report on CorporateGovernance and which is a part of this report. Further during the year there was norecommendation of the Audit Committee which had not been accepted by the Board. VIGILMECHANISM/WHISTLE BLOWER POLICY.

In pursuance to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for Directors and employees of the Company to report genuine concernshas been established. The Vigil Mechanism/Whistle Blower Policy has been uploaded on theCompany's website at www.antarctica-packaging.com

Particulars of Directors' Remuneration U/s 197 (12) of the Companies Act 2013 Readwith Rule 5 (1) of Companies (Appointment and Remuneration of Managerial personnel) Rules2014

The Company has 46 employees as on 31st March 2016

Percentage increase in the median remuneration of employees in the financial year :20.53%

Average percentile increase in the salaries of employees compared with percentileincrease in managerial remunaration is 20.53:1

PARTICULARS OF EMPLOYEES

As on March 312016 the Company did not have any employee in the category specified inRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.