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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

Your Directors presented the 29th Annual Report together with the AuditedAccounts of the Company for the financial year ended 31st March 2021 FinancialResults

STATE OF COMPANY'S AFFAIRS/FINAN CIAL SUMMARY OR HIGHLIGHTS

FINANCIAL SUMMARY For the year ended 31st March 2021 For the year ended 31st March 2020
Current Year(Rs.) Previous Year(Rs.)
T otal Revenue 12335669.11 13204524.39
T otal Expenses 12156286.71 12783030.37
Profit before Tax 179382.40 421494.02
T ax Expense (9645) (52494)
Profit after tax 169737.40 369000.02

STATE OF COMPANY AFFAIRS OPERATIONAL AND PERFORMANCE

Your Company reported a turnover of Rs. 12335669.11 in current year as compared toRs.13204524.39 for Financial year 2019-2020. The performance of the Company during theyear continued to be disappointing .Efforts are being made to improve performance of theCompany . Y our Company has adopted Indian Accounting Standards (INDAS) with effect from1st April2017. Accordingly the financial statements for the year ended 31stMarch2021 have been prepared in accordance with IND AS in terms of provisions of Section133 of the Companies Act 2013 read with Companies (Indian Accounting) Rules2015 asamended from time to time. In view of the continuation of COVID-19 pandemic your Companycarried out an assessment of possible impact on its business operations financial assetsand its overall liquidity position and management did not foresee any significantincremental risk. The second wave has also caused many states to declare lockdown. TheCompany has diligently followed all the government issued guidelines including adoption ofsocial distancing norms at work place and all necessary precautions for all employees onongoing basis COVID-19 pandemic

The Company is taking all necessary measures in terms of mitigating the impact of thechallenges being faced in the business and has put in place strict monitoring process forCOVID-19 precautions ensuing the following;

: Sanitizing the premises on regular basis : Maintenance of social distancing at allwork places;

Management of the Company is striving hard by making sincere efforts for better growthand prospects of the Company in the future.

FUTURE OUTLOOK

It has become very difficult to give a clear future outlook in view of theuncertainties and challenges that has resulted from the pandemic and at best theManagement is hopeful of better performances in coming years.

DIVIDEND

The Board of Directors of the Company has not declared any dividend keeping in mind theoverall performance and outlook of your Company and did not find it prudent to declare anydividend .

TRANSFER TO RESERVES

Y our 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 terms of Section 29(3) of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration ) Rules2014 Annual Return of the Company is available onthe website of the Company at the link;https://www.antartica-packaging.com/upload/miscellaneous/Annual%Return%31.03.2021 .

BOARD PROCEDURE AND NUMBER 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. Additionally several committee meetings aswell as Independent Directors meeting were held during the Financial Year ended 31stMarch 2021. The details of the Meetings are given in the Corporate Governance Reportwhich forms part of this report. The intervening gap between the meetings was within theperiod prescribed under the Companies Act 2013 and SEBI Listing Regulations read with thecirculars issued by MCA and SEBI with respect to increase in gap and extension for holdingmeetings pursuant to COVID-19 pandemic.

COMMITTEES OF THE BOARD

The Board has constituted the following three 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 attendance are given in the CorporateGovernance Report 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.during the year.

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 2021 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 2021 and of the profits of the Company forthat 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 2021 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) Adequate internal system have been devised to ensure compliance with the provisionsof all applicable 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.The Company has informed all the IndependentDirectors about compliance of Rule 6(1)and 6 (2) of the Companies (Appointment andQualifications of Directors)Rules2014 regarding online registration with the"Indian Institute of Corporate Affairs " at Manesar for inclusion of name in thedata bank of Independent Directors and the same is under process .With regard tointegrity expertise and experience (including the proficiency) of the IndependentDirector appointed/re-appointed the Board of Directors are of the opinion that all theIndependent Directors are persons of integrity and possess relevant expertise andexperience and their continued association as Directors will be of immense benefit and inthe best interest of the Company. With regard to proficiency of the Independent Directorsascertained from the online proficiency self assessment test conducted by the Instituteas notified under Section 50 of the Act the Board of Directors have taken on record thatthey are exempt from appearing in the test or that they will comply with the applicablelaw before the prescribed time.

INTERNALCONTROL SYSTEM

The Company has an Internal Control System commensurate with the scale and complexityof its operations.

The Internal Auditors independently evaluates the adequacy of Internal Controls.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Internal Financial Controls are adequate and are operating efficiently so as toensure orderly and effective conduct of the business operations. The statutory auditorshave given an unmodified opinion on the internal financial controls on financial reportingin their Report.The Company has in place a well defined Whistle Blower Policy.

INTERNAL AUDITORS

The Company has appointed AB & CO. CMA Kolkata (Firm Registration No. ooo256) -asInternal Auditors of the Company

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

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

CESSATION OF DIRECTOR

Mr. Ranjan Kuthari Promoter Director passed away on _14/04/2021 and the directorsexpressed their deepest condolences for the departed soul and prayed for giving strengthto the bereaved family.

RE-APPOINTMENT

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mrs Renu Kuthari (DIN; 00679971 )retires byrotation at the ensuing Annual General Meeting and being eligible offer herself forre-appointment.The Board recommends and seeks your support in confirming re-appointment ofMrs. Renu Kuthari. The profile and particulars of experience attributes and skills thatqualify her for the Board Membership in the Notice convening the AGM is given.

Declaration has been received from all Independent Directors that they meets thecriteria of Independence prescribed under Section 149 of the Companies Act2013 andCompanies(Appointment and Qualification of Directors)Rules2014 and Regulation 16 ofSEBI(LODR)Regulations2015.Furtherin terms of Regulation 25(8) of SEBI (LODR)2015 theyhave confirmed that they are not aware of any circumstances or situation which exists ormay be reasonably anticipated that could impair or impact their ability to discharge theirduties. The Independent Directors are not liable to retire by rotation. In the opinion ofthe board the Directors eligible for appointment fulfills the conditions of beingIndependent as specified in the Act and the Rules made thereunder and are independent ofthe management of the Company.

KEY MANAGERIAL PERSONNEL

Mr. Rohit Kuthari - Whole-time Director Mrs. Ruma Suchanti - Company Secretary &Mr. Sailendra Nath Rakshit - CFO are the three KMP(s) of the Company pursuant to Section203 of the Companies Act 2013.

AUDITORS

In terms of the provisions of Section 139 of the Companies Act 2013 read withprovisions of the Companies (Audit and Auditors) Rules 2014 as amended M/s. ShankarGoswami & Associates Chartered Accountants (ICAI Firm Registration No. 328460E) wasappointed as the Auditors of the Company for a consecutive period of 5 years fromconclusion of the 25 th AGM held in the year 2017 until conclusion of the 30thAGM of the Company scheduled to be held in the year 2022.

The Members may note that consequent to the changes made in the Companies Act 2013 andthe Companies (Audit and Auditors) Rules 2014 by the Ministry of Corporate Affairs (MCA)vide notification dated May 7 2018 the proviso to Section 139(1) of the Companies Act2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors)Rules 2014 the requirement of ratification of appointment of Auditors by the Members atevery AGM has been done away with. Therefore the Company is not seeking any ratificationof appointment of M/s. Shankar Goswami & Associates (ICAI FRN: 328460E) CharteredAccountants as the Auditors of the Company by the Members at the ensuing AGM.

Your Company has received a confirmation from M/s. Shankar Goswami & Associates(ICAI FRN: 328460E) Chartered Accountants confirming their eligibility to continue asAuditors of the Company in terms of the provisions ofSection 141 of the Companies Act2013 and the Rules framed there under.

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.

REPORTING OF FRAUDS;

There was no instance of fraud during the year under review which required theStatutory Auditors to report to Audit Committee and/or Board under Section 143(2) of theAct and Rules framed thereunder.

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 -B forming part of this Report.

The observation of the Secretarial Auditors are addressed by the Management as below;

1. As on date the Company has paid the NSE annual listing fees for the financial year2019-2020 and 2020-2021 as per Regulation 14 of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015.

2. The Company is in process to get the shares dematerialized form consequent to whichshares are admitted for demat.

3. The Company has updated the Distinctive Number Range with the Depositories based onrecords available with the Registrar & Share Transfer Agent except where the data isnot available with Company Registrar. Only certain physical share capital of the Companyis not updated with the Depositories.

4. The Company is in process to get register their Independent Directors withIICAIndependent Director databank portal.

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

The Company has not made any loans given guarantee for third party loan or security ormade investments during the year under review pursuant to the provisions of Section 186 ofthe Companies Act 2013

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH REATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT

During the year under review there were no Related Party Transactions (RPT) which fallunder the ambit of Section 188(1) of the Act. There were no material RPT entered into bythe Company with PromotersDirectors and KMP during FY 2020-21.In view of the abovethedisclosure required under the Act in Form AOC-2 is not applicable for FY 2020-21. Asrequired under SEBI (LODR) Regulations2015 related party transactions are placed beforethe Audit Committee for approval. Wherever required prior approval of members of theAuditCommittee is taken .The policy on related party transactions has been uploaded on thewebsite of the Company at http://www.antarctica- packaging.com/policies.php.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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) Rules 2014 is given as Annexure- D in the Annexure forming part ofthis Report.

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 and the same has been updated on the Company's website athttp://www.antarctica- packaging.com/policies.php.

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 tothe Audit Committee.

DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The Company has in place a policy in line with the requirements of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and therules framed thereunder. An Internal Complaint Committee is in place to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporaryetc) are covered under this policy and the same has been updated on the Company's websiteat http://www.antarctica-packaging.com/policies.php

The Company has not received any compliant of sexual harassment during the financialyear 20202021 nor there is any compliant pending as on year end.

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

COST AUDIT

The Company level of operations does not come under the purview of Cost Audit and nomaintenance of cost records has been prescribed.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS 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.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the year under review the Company has duly complied with the applicableprovisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

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 http://www.antarctica- packaging.com/policies.php

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

PARTICULARS OF EMPLOYEES

As on March 31 2021 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.

There was no increase in salary of any employee during the year nor there was anyincrease in salary of KMP. CORPORATE GOVERNANCE

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

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 model roles and responsibilities ofIndependent Directors etc and the same has been updated on the Company's website athttp://www.antarctica-packaging.com/policies.php

OTHER MATTER

There is no Corporate Insolvency Resolution Process initiated under the Insolvency andBankruptcy Code2016 and the Company has not made any one time settlement with banks.

INDUSTRIAL RELATIONS AND SAFETY

Industrial Relations remained cordial throughout the year. Your Directors recognize andappreciate the sincere and hard work loyalty dedicated efforts and contribution of allthe employees in the growth and performance of the Company during the year.

For & On Behalf of the Board of Directors
Rohit Kuthari Renu Kuthari
Date: 30th June2021 Whole time Director Director
Place: Kolkata DIN: 00679976 DIN:00679971

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