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Antarctica Ltd.

BSE: 526715 Sector: Services
NSE: ANTGRAPHIC ISIN Code: INE414B01021
BSE 05:30 | 01 Jan Antarctica Ltd
NSE 05:30 | 01 Jan Antarctica Ltd

Antarctica Ltd. (ANTGRAPHIC) - Director Report

Company director report

TO THE MEMBERS

Your Directors presented the 27th Annual Report together with the AuditedAccounts of the Company for the financial year ended 31st March 2019 FinancialResults

STATE OF COMPANY'S AFFAIRS/FINANCIAL SUMMARY OR HIGHLIGHTS

FINANCIAL SUMMARY For the year ended 31st March 2019 For the year ended 31st March 2018
Current Year(Rs.) Previous Year(Rs.)
Total Revenue 15708967.03 22805491.86
Total Expenses 16973309.39 20669152.34
Profit/ (Loss) Before Tax (1264342.36) 2132151.52
Tax Expense (107667) (58218.18)
Profit from continuing operations (1372009.36) 2073933.34

OPERATIONAL AND PERFORMANCE

Your Company reported a turnover of Rs. 15708967.03/- as compared to Rs.22805491.86/- For FY 2017-2018. Efforts are being made to improve performance of theCompany further .Your Company has adopted Indian Accounting Standards (INDAS) with effectfrom1st April2018 (transition date being 1st April 2018.Accordingly thefinancial statements for the year ended 31st March2019 have been prepared inaccordance with IND AS in terms of provisions of Section 133 of the Companies Act 2013read with Companies (Indian Accountings) Rules2015 as amended from time to time. Previousyear figures have been restated as per IND AS to make them comparable.

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

After considering the Company's profitability free cash flow and overall performancethe Board of Directors of the Company has not declared any dividend in view of ploughingback 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 2019. 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 Act 2013your 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 2018 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 2019 and of the loss 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 2019 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 WITH REFERENCE TO FINANCIAL STATEMENTS

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.

The Company has appointed AB & CO. CMA Kolkata (Firm RegistrationNo. 000256) -as Internal Auditors of the Company

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. Rohit 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. RohitKuthari. The profile and particulars of experience attributes and skills that qualify himfor the Board Membership in the Notice convening the AGM is given.

Mr. Tapan Mazumdar and Mr. Amit Kumar Jain has resigned from Directorship of theCompany w.e.f. 09.04.2019. The Board is in process of appointing new IndependentDirectors to fill the casual vacancy caused by resignation of existing Director.

KEY MANAGERIAL PERSONNEL

The Company has the following KMP(s)

The KMP of the Company are as follows:

Mr. Rohit Kuthari – Whole-time Director

Mrs. Ruma Suchanti – Company Secretary w.e.f. 01/09/2018

Mr. Sailendra Nath Rakshit - CFO

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 25th 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 Chartered Accountants as theAuditors of the Company by the Members at the ensuing AGM.

Your Company has received a certificate from M/s. Shankar Goswami & AssociatesChartered Accountants confirming their eligibility to continue as Auditors of the Companyin terms of the provisions of Section 141 of the Companies Act 2013 and the Rules framedthere 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.

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 appointed a Wholetime Company Secretary w.e.f. 01/09/2018.

2. All the promoters' shares are not in dematerialized form and steps are being takenfor complying with the same.

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

During the year from 01/04/2018 to 31/03/2019 : NIL
The position as on 31/03/2018 and as on 31/03/2019 : 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 PromotersDirectors and KMP during FY 2018-19 In view of the above. the disclosure required underthe Act in Form AOC-2 is not applicable for FY 2018-19.

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 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)ACT2013

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 2018-2019.

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

COST AUDIT

The Company level of operations does not come under the purview of Cost Audit

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.

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.

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 2019 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 Practicing 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 and the same has been updated on the Company's website athttp://www.antarctica-packaging.com/policies.php

INDUSTRIAL RELATINOS 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: 27th May 2019 Wholetime Director Director
Place: Kolkata DIN: 00679976 DIN: 00679971

ADDENDUM TO DIRECTORS REPORT

This addendum to Directors Report for year ending 31st March 2019 dated 6thJuly 2019 in respect of the following item and forms part of the Director's Report.

The following paragraph is added to the subject matter.

CHANGE IN DIRECTORS

Further the Board at its meeting held on 6th July 2019 appointed Mr. PanchuGopal Chatterjee (DIN: 08502545) and Mr. Ramesh Chandra Bhowmick (DIN: 08502539) asIndependent Directors in the capacity of Non Executive Director for a period of 5 yearsw.e.f 6th July 2019 not liable to retire by rotation.

They hold office upto the ensuing AGM of the Company. The Board recommends to theshareholders the Resolution as set out in the Item No.3 and 4 of the accompanying Notice.

For & On Behalf of the Board of Directors
Rohit Kuthari Renu Kuthari
Date: 6th July 2019 Wholetime Director Director
Place: Kolkata DIN: 00679976 DIN: 00679971

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