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Antarctica Ltd.

BSE: 526715 Sector: Services
NSE: ANTGRAPHIC ISIN Code: INE414B01021
BSE 05:30 | 01 Jan Antarctica Ltd
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Antarctica Ltd. (ANTGRAPHIC) - Director Report

Company director report

TO THE MEMBERS

Your Directors are pleased to present the 25th Annual Report together withthe Audited Accounts of the Company for the financial year ended 31st March2017 Financial Results

STATE OF COMPANY'S AFFAIRS/FINANCIAL SUMMARY OR HIGHLIGHTS

FINANCIAL SUMMARY For year ended 31st March 2017 For the year ended 31st March 2016
Current Year(Rs.) Previous Year(Rs.)
Total Revenue 23408412.57 28988129.38
Total Expenses 22859174.33 27285911.00
Profit before Extraordinary Items 549238.24 1702218.38
Profit/Loss Before Tax 549238.24 1655586.38
Tax Expense 125932.50 135379.00
Profit/Loss from continuing operations 675170.94 1790965.38

OPERATIONAL AND PERFORMANCE

Your Company reported a turnover of Rs. 23408412.57 as compared to Rs. 28988129.38For FY 2015-2016. The performance has not been satisfactory and efforts are being made toimprove performance

ROLL OUT OF GST MODEL LAW

In view of Roll out of GST with effect from 1st July 2017 the Company isgearing up to the tune of the new GST framework which will not only lead to change in theindirect tax structure but shall also lead to the change in the business processfunctions. The implementation of GST is expected to transform the indirect tax landscapein the country and accelerate economic growth in the long run by simplifying the taxstructure enhancing tax compliance and facilitating the ease of doing business in aunified common market. On 8th November 2016 government has taken steps todemonetize 86% of the currency out of circulation. The overall economy situation in ourcountry post demonetization looks robust.

DIVIDEND

The Company has not declared any dividend in view of ploughing back of profits

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the general reserves

CHANGE IN SHARE CAPITAL

There has been no change in the capital structure of the Company during the year underreview.

SUBSIDIAREIS JOINT VENTURES AND ASSOCIATES

The Company does not have any subsidiary associate and joint venture company. Hencethe requisite disclosure as per Section 129(3) of the Companies Act2013 in FORM AOC-1 isnot applicable.

EXTRACT OF ANNUAL RETURN

In compliance with Section 134(3)(a) of the Companies Act 2013 the extract of theAnnual Return as provided u/s 92(3) of the Companies Act 2013 read with Companies (Management & Administration) Rules 2014 is given as Annexure A in the forming partof the Report.

NO. OF MEETINGS OF THE BOARD

The Board meets regularly to discuss and decide on various matters as required. Duringthe year 4 (four) Board Meetings were held. Additional several committee meetings as wellas Independent Directors meeting were held times during the Financial Year ended 31stMarch 2017. The details of the Meetings are given in the Corporate GovernanceReport which forms part of this report. The intervening gap between the meetings waswithin the period prescribed under the Companies Act2013.

COMMITTEES OF THE BOARD

The Board has constituted the following committees

1. Audit Committee

2. Stakeholders Relationship Committee 3. Nomination & Remuneration Committee

The details with respect to the compositions powers roles and terms of reference etcof relevant committees of the Board of Directors are given in the Corporate GovernanceReport. which forms part of this Report.

All recommendations made by the Audit Committee during the year are accepted by theBoard

EMPLOYEE RELATIONS

One of your Company's key strengths is its people. Relations with employees remainedcordial and satisfactory.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of the Section 134 (3)( c) of the Companies Act2013 your Directors to the best of its knowledge and ability confirm that:

1) Applicable accounting standards have been followed in the preparation of the AnnualAccounts for the year ended 31st March 2017 with proper explanation relatingto material departures.

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 2017 and of the profit of the Company for thatperiod.

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 2017 have been prepared onthe basis of 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

Pursuant to the provisions of Section 149(7) of the Act and the provisions of theListing Regulations the Company has received required declarations from each of theIndependent Directors stating that they meet the criteria of Independence as per Section149(6) of the Act and the Listing Regulations.

INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System commensurate with the scale and complexityof its operations.The Internal Financial Controls are adequate and are operatingefficiently so as to ensure orderly and effective conduct of the business operations.Thestatutory auditors have given an unmodified opinion on the internal financial controls onfinancial reporting in their Report.

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 f director and othermatters provided u/s 178 (3) of the Companies Act 2013 is given as Annexure B in theAnnexure forming part of this Report.

DIRECTORS RE-APPOINTMENT

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Ranjan Kuthari retires by rotation at theensuing Annual General Meeting and being eligible offer himself for re-appointment.

The Board recommends and seeks your support in confirming re-appointment of Mr. RanjanKuthari. The profile and particulars of experience attributes and skills that qualify himfor the Board Membership in the Notice convening the AGM is given.

During the year Mr. Tushar Ash Independent Director resigned on 01.06.2016 fromDirectorship of the Company.

KEY MANAGERIAL PERSONNEL

During the year under review there has been no change in the offices of the KMP(s).

AUDITORS

Pursuant to the Section 139 of the Act read with the Companies ( Audit andAuditors)Rules 2014 the current term of M/s. A K S & Associates CharteredAccountants as the Statutory Auditors of the

Company expires at the conclusion of the forthcoming Annual General Meeting .Your Boardof Directors upon recommendation of the Audit Committee has recommended the appointment ofM/s. Shankar Goswami & Associates Chartered Accountant as the Statutory Auditors ofthe Company at the 25th AGM of the Company for an initial term of 5 (years ).Accordingly a resolution proposing appointment of M/s. Shankar Goswami & Associatesas the Statutory Auditors of the Company for a term of 5 consecutive years i.e from theconclusion of 25th AGM of the Company till the conclusion of 30th AGMof the Company pursuant to Section 139 of the Act forms part of this Notice of the 25thAGM of the Company.

The Company has received their written consent and a certificate that they satisy thecriteria provided under Section 141 of the Act and that their appointment if made shallbe in accordance with the applicable provisions of the Act and Rules made thereunder

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

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel)Rules 2014 the Secretarial Audit Report by theCompany Secretary in Practice in Form MR-3 forms an integral part of the report and isgiven in Annexure C forming part of this Report.

The observation of the Secretarial Auditor are addressed by the Management as below;1.The Company is taking suitable steps for appointment of a Company Secretary.

2. All the promoters shares are not in dematerialized form.due to technical problemsand steps are being taken for complying with the same.

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

During the year from 01/04/2016 to 31/03/2017 : NIL The position as on 31/03/2017 andas on 31/03/2016 : 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 under review all Related Party Transactions ( RPT) were on arms lengthand in the ordinary course of business and hence do not fall under the ambit of Section188(1) of the Act.

There were no material RPT entered into by the Company with Promoters Directors andKMP during FY 2016-2017 In view of the above. the disclosure required under the Act inForm AOC-2 is not applicable for FY 2016-2017.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34(2)(e)of the Listing Regulations forms an intergral part of this Annual Report and is annexedherewith as Annexure D

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 (Account) Rule 2014 is given as Annexure E in the Annexure forming part of thisReport.

RISK MANAGEMENT POLICY

The Company has identified key risk areas which may affect the business and operationalgoals of the Company. These identified risks are periodically revisited against theirmitigated plans.

POLICY ON CORPORATE SOCIAL RESPONSIBILITY

The level of operations of the Company does not conform to the minimum threshold ofCorporate Social Responsibility reporting.

FORMAL ANNUAL EVALUATION OF BOARD

The process and criteria for Annual performance evaluation of the Board its Committeesand individual Directors had been laid down by the NRC and the Board of Directors of theCompany.

In accordance with the provisions of the Listing Regulations the evaluation processfor the performance of the Board its Various committees and individual Directors wascarried out during the year.

None of the Company's personnel have been denied access to the Audit Committee.

DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL)ACT2013

The Company has in place a policy in line with the requirements of the SexualHarrasment of Women at Workpalce (PreventionProhibition and Redressal) Act2103 and therules framed thereunder. An Internal

Complaint Committee is in place to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary etc) are covered under thispolicy.

The Company has not received any compliant of sexual harassment during the financialyear 2016-2017.

CHANGE IN THE NATURE OF BUSINESS

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

DEPOSITS

Your Company has not accepted any fixed deposits nor does the Company has anyoutstanding deposits under Section 73 of the Act read with the Companies (Acceptance ofDeposit) Rules 2014 as on Balance Sheet date

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.

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.

VIGIL MECHANISM/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 None of the Company's personnel havebeen denied access to the Audit Committee.

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)Rules 2014

Sl. No. Name Designation % increase in remuneration Ratio of the remuneration of each director: median remuneration of the Employees
1. Ranjan Kuthari Managing Director NIL 10.58:1
2. Rohit Kuthari Executive Director NIL 7.46:1
3. Sailendra Nath Rakshit CFO 3.02 3.28:1

The Company has 43 employees as on 31 March 2017

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

Average percentile increases in the salaries of employees compared with percentileincrease in managerial remuneration is 20.53:1

PARTICULARS OF EMPLOYEES

As on March 31 2017 the Company did not have any employees in the category specifiedin Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.The details of top 10 employees will be provided upon request by the Company

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of the Listing Regulation a separate section on CorporateGovernance and a certificate from a Practising Chartered Accountant regarding complianceof conditions of Corporate Governance are made part of this report as Annexure F .

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In accordance with the provisions of Listing Regulations the Company has put in placevarious programmes to familarise Independent Directors with respect to the nature of theindustry in which the Company operates business modelroles and responsibilities ofIndependent Directors etc.

For & On Behalf of the Board of Directors Ranjan Kuthari
Date: 15th July 2017 Chairman & Managing Director
Place: Kolkata DIN: 00679967