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Perfectpac Ltd.

BSE: 526435 Sector: Industrials
NSE: N.A. ISIN Code: INE759I01016
BSE 00:00 | 29 Jun 163.80 0
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NSE 05:30 | 01 Jan Perfectpac Ltd
OPEN 163.80
PREVIOUS CLOSE 163.80
VOLUME 2
52-Week high 223.50
52-Week low 129.20
P/E 21.14
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 163.80
CLOSE 163.80
VOLUME 2
52-Week high 223.50
52-Week low 129.20
P/E 21.14
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Perfectpac Ltd. (PERFECTPAC) - Director Report

Company director report

To the Members

The Board of Directors are pleased to present the 49th (Forty Ninth) AnnualReport of the Company together with the

Audited Financial Statements for the financial year (FY) ended March 31 2021.

1. FINANCIAL SUMMARY (Rs. in Lakhs)

Particulars 2020-2021 2019-2020
Total Revenue 6641.48 7354.55
Total Expenses 6533.70 6993.47
Profit Before Tax 107.78 361.08
Less: Tax (including deferred tax) 30.61 100.22
Profit for the period 77.17 260.86
Other Comprehensive Income 4.41 (2.37)
Total comprehensive profit for the year 81.58 258.49
Paid up Equity Share Capital (Face Value of Rs. 10/- per Share) 133.26 133.26
Basic and Diluted EPS 5.79 19.58

2. STATE OF COMPANY AFFAIRS & OPERATIONS

Your Company is engaged in the manufacture of packaging material and operates in onesector only. For the year ended 31st March 2021 the total revenue was Rs. 6641.48 lakhsas against Rs. 7354.55 lakhs in the previous year and net profit after tax was Rs. 77.17lakhs as against s. 260.86 lakhs. The working results of the Company R were severelyaffected by the Covid induced lock downs both domestic and international. These lockdowns led to very limited operations in the earlier part of the financial year andthereafter to an unprecedented sharp increase and volatility in raw material prices on theback of severe shortages of the same.

During the current year there is some improvement in the overall situation and yourDirectors are hopeful of improved working results in the current year barring anyunforeseen circumstances.

3. CHANGE IN THE NATURE OF BUSINESS IF ANY

There is no change in the nature of business of your Company during the year underreview.

4. COVID-19

The spread of Covid-19 pandemic is having an unprecedented impact on the lives ofpeople and also the economy.

The Company has evaluated the possible effects of the pandemic on the Company in thepreparation of it's financial results including the carrying amounts of fixed and currentassets and it's liquidity position. The Company expects that the carrying amount of thesewill be recovered and that the Company has sufficient liquidity to fund its businessoperations. However as the situation is constantly evolving the eventual impact of thepandemic may be different from the estimates made as on the date of approval of thesefinancial results.

The Company is closely monitoring the COVID situation and its impact and takingnecessary steps to protect the interests of its stakeholders.

5. TRANSFER TO RESERVES

No transfer to reserve has been done in Financial Year 2020-21. The Company proposes toretain the entire amount of profits in the Profit and Loss Account.

6. EXPANSION AND MODERNIZATION

The Company is carrying on with its expansion and modernization program with a longterm view of improvement in quality productivity and capacity and reducing costs.

7. DIVIDEND

In view of the need to conserve financial resources your Directors have notrecommended any dividend for the FY

2020-21.

8. CAPITAL STRUCTURE

Authorised Share Capital

The Authorised Equity Share Capital of the Company as at March 31 2021 was Rs.20000000/- comprising of 2000000 equity shares of Rs. 10/- each and Preference SharesCapital was Rs. 12500000/- comprising of 125000 equity shares of Rs. 100 each i.e.total authorised share capital was Rs. 32500000.

Paid up Share Capital

The Paid-up share capital as at March 31 2021 stands at Rs. 13319000/- comprisingof 1331900 equity shares of Rs. 10/- each fully paid up.

9. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company doesn't have any subsidiary joint venture or associate company.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment Re-appointment and Resignation

Shri R K Rajgarhia will retire at the ensuing Annual General Meeting (AGM) and beingeligible has offered himself for re-appointment. The Board recommends his re-appointmentto the members in the ensuing AGM. Brief resume of Shri R K Rajgarhia with other detailsas stipulated in Regulation 36(3) of the SEBI Listing Regulations 2015 are provided inthe Notice convening the 49th AGM.

During the period under review there was no event of resignation of Directors and KeyManagerial Personnel of the Company.

Declaration by Independent Directors

All Independent Directors have given declaration that they meet the criteria ofindependence with relevant integrity expertise experience and proficiency as providedunder Section149 read with Schedule IV of the Act and Regulation

16 of the SEBI Listing Regulations and have also complied with the code of conduct ofDirectors and Senior Management. They have also given declaration that their names wereincluded in the data bank of Independent Directors being maintained with ‘IndianInstitute of Corporate Affairs' under Rule 6 (3) of the Companies (Appointment andQualification of Directors) Rules 2014.

Annual Performance Evaluation of the Board

A statement on annual evaluation by the Board of its performance and performance of itscommittees as well as Individual Directors forms part of the Corporate Governance Reportattached to this report.

Meetings of the Board

During the year five (5) meetings of the Board of Directors were held. The details ofBoard/Committee Meetings and the attendance of Directors are provided in the CorporateGovernance Report attached to this Report.

11. DEPOSIT UNDER CHAPTER V OF THE COMPANIES ACT 2013

During the year the Company has not accepted any deposits within the meaning ofSection 73 & 76 of the Companies Act 2013 read with the Rules made thereunder andtherefore no amount of principal or interest on deposit was outstanding as of the BalanceSheet date.

12. AUDITORS & AUDIT REPORTS Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act 2013 M/s. VSSA &Associates Chartered Accountants (Firm Registration No. 012421N) were appointed as theCompany's Statutory Auditors by the shareholders at their 45th AGM held on September 182017 for a period of five years i.e. till the conclusion AGM.

The reports of Statutory Auditors on Financial Statements for the financial year2020-21 forms part of the Annual Report. There are no qualifications reservationsadverse remarks emphasis of matter in thedisclaimer Auditors'

Reports.

Secretarial Auditor

In terms of provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. RSM & Co. Company

Secretaries to undertake the Secretarial Audit of the Company for the financial yearended March 31 2021. The Secretarial Audit Report is attached as Annexure-1 tothis report and does not contain any qualification reservation or adverse remark ordisclaimer.

The Board has re-appointed M/s. RSM & Co. Company Secretaries (ICSI FirmRegistration No.: P1997DE017000) as Secretarial Auditors of the Company for FY 2021-22.

Internal Auditor

In terms of provisions of Section 138 of the Companies Act 2013 the Board ofDirectors has re-appointed M/s Sapra Sharma & Associates. LLP (Firm Registration No.002682N) as Internal Auditors of the Company for the FY 2021-22.

13. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act 2013 with respect to Directors'Responsibility Statement it is hereby confirmed that:

in the preparation of the annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures; the Directors hadselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the

Company at the end of the FY i.e. March 31 2021 and of the profit

March 31 2021;

the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; theDirectors had prepared the annual accounts on a going concern basis; the Directors hadlaid down internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively Based on the framework ofinternal financial controls for financial reporting and compliance systems established andmaintained by the Company work performed by the internal statutory and secretarialauditor and the reviews performed by the management and the relevant Board committeesincluding the Audit Committee the Board is of the opinion that the Company's internalfinancial controls were adequate and effective during the FY 2020-21; and the Directorshad devised proper systems to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.

14. INTERNAL FINANCIAL CONTROLS

The details on Internal Financial Control System and their adequacy are provided in theManagement Discussion and Analysis Report of the Company which forms part of the AnnualReport.

15. DETAILS OF FRAUDS REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under the provisions of Section143(12) of the Companies Act 2013 and the Rules made there under.

16. DISCLOSURES OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status of the Company and its operations in future.

17. COMMITTEES OF BOARD

The Company has the following committees of the Board of Directors as on March 31 2021and the details pertaining to such committees are mentioned in the Corporate GovernanceReport which forms part of the Annual Report.

Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

18. CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of Section 135 of the Companies Act 2013 read withthe applicable rules made there under the Company has a duly constituted CSR Committee.The details of the Committee are provided in the Corporate Governance Report of theCompany which forms part of the Annual Report.

The contents of the CSR policy and revised format of CSR Report notified in theCompanies (Corporate Social

Responsibility Policy) Amendment Rules 2021 dated January 22 2021 is attached as Annexure-2to this report. CSR policy is also available on the Company's website athttp://perfectpac.com/pdf/Policies/CSR-Policy.pdf.

19. NOMINATION AND REMUNERATION POLICY

The Company's policy on appointment of Directors is available on the Company's websiteon http://www.perfectpac. com/pdf/Policies/Nomination_and_Remuneration_Policy.pdf.

The policy on remuneration and other matters provided in Section 178(3) of the Act hasbeen disclosed in the Corporate Governance Report which is a part of this report.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company had formulated a policy on Related Party Transactions (‘RPTs')dealing with the review and approval of RPTs. Prior omnibus approval is obtained for RPTswhich are of repetitive in nature. All RPTs are placed before the Audit Committee forreview and approval.

All RPTs entered into during FY 2020-21 were in the ordinary course of business and onarm's length basis. No material RPTs were entered into during FY 2020-21 by the Company asdefined in the Policy on RPTs. Accordingly the disclosure of RPTs as required underSection 134(3)(h) of the Act in Form AOC 2 is not applicable. Your Directors drawattention of the members to Note No. 36 to the Financial Statements which sets out theRelated Party disclosures.

21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed details as required under Section 134(3) (m) of the Companies Act 2013read with the Companies (Accounts) Rules 2014 are annexed as Annexure-3 to thisReport.

22. PARTICULARS OF EMPLOYEES

Disclosure with respect to the remuneration of Directors and Employees as requiredunder Section 197 (12) of the Companies Act 2013 and Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 as amended is annexed as Annexure-4which forms part of this Report.

As per the provisions of Section 136(1) of the Companies Act 2013 the Annual Reportand the Accounts are being sent to all the members of the Company excluding theinformation required under Section 197(12) of the Companies Act 2013 read with Rule 5(2)and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)

Rules 2014. The said information is available for inspection at the registered officeof the Company during working hours and any Member interested in obtaining said statementmay write to the Company Secretary at the registered office of the Company.

23. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act 2013 the Companyhas placed a copy of the Annual Return as at March 31 2021 on its website athttp://perfectpac.com/pdf/Policies/Annual-Return-2020-2021. pdf. By virtue of amendment toSection 92(3) of the Companies Act 2013 the Company is not required to provide extractof Annual Return (Form MGT-9) as part of the Board's Report.

24. CORPORATE GOVERNANCE

As a responsible corporate citizen the Company is committed to maintain the higheststandards of Corporate Governance and believes in adhering to the best corporate practicesprevalent globally.

A detailed Report on Corporate Governance pursuant to the requirements of Regulation 34read with Schedule V of the SEBI Listing Regulations is attached to this Report as Annexure-5.A certificate from the Statutory Auditors confirming compliance with the conditions ofCorporate Governance as stipulated in Clause E of Schedule V to the

SEBI Listing Regulations is attached to the Corporate Governance Report.

The Board Members and Senior Management Personnel have affirmed compliance with theCode of Conduct for Directors and Senior Management for the year ended March 31 2021. Acertificate from the Managing Director confirming the same is attached to the CorporateGovernance Report.

A certificate from the Managing Director and CFO confirming correctness of thefinancial statements adequacy of internal control measures etc. is also attached to theCorporate Governance Report.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated under SEBI ListingRegulations is attached to this Report as Annexure-6.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The details of Vigil Mechanism (Whistle Blower Policy) adopted by the Company have beendisclosed in the Corporate Governance Report and forms an integral part of this report.

27. PARTICULARS OF LOAN GUARANTEES OR INVESTMENTS

The particulars of loans guarantees and investments as per Section 186 of the Act bythe Company have been disclosed in Notes to the financial statements.

28. MATERIAL CHANGES AND COMMITMENTS

No material change or commitment has occurred after the close of the FY 2020-21 tillthe date of this Report which affects the financial position of the Company.

29. COMPLIANCE WITH SECRETARIAL STANDARDS OF INSTITUTE OF COMPANY SECRETARIES OF INDIA

The Company has complied with the Secretarial Standard-1 on ‘Meetings of the Boardof Directors' and Secretarial Standard-2 on ‘General Meetings' issued by theInstitute of Company Secretaries of India.

30. BOARD EVALUATION

A statement on annual evaluation by the Board of its performance and performance ofits Committees as well as Individual Directors forms part of the Corporate GovernanceReport attached to this report.

31. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013 The Company has Zero Tolerance towards any action on thepart of any employee which may fall under the ambit of ‘Sexual Harassment' atworkplace and is fully committed to uphold and maintain the dignity of every womenexecutive working in the Company. Hence the Company has in place a Policy for preventionof Sexual Harassment at the Workplace in line with the requirements of the SexualHarassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013.

Further the Company has also constituted Internal Complaints Committee in compliancewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

No case has been reported during the year under review under the policy.

32. COST RECORDS AND AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company.

33. INVESTOR SERVICES

In its endeavor to improve investor services your Company has taken the followinginitiatives:

An Investors Section on the website of the Company www.perfectpac.com has been created.

• There is a dedicated e-mail id complianceofficer@perfectpac.com for sendingcommunications to the Company Secretary.

• Disclosure made to the Stock Exchange are promptly uploaded on the website ofthe Company for information of the Investors.

Members may lodge their requests complaints and suggestions on this e-mail as well.

34. ACKNOWLEDGMENTS

The Directors thank the Shareholders BanksCustomersVendorsandotherbusinessassociatesfortheconfidence reposed in the Company and itsmanagement and look forward to their continued support. The Board places on record itsappreciation for the dedication and commitment of the employees at all levels which hascontinued to be our major strength. We look forward to their continued support in thefuture.

For and on behalf of the Board
Rajendra Kumar Rajgarhia
Place : New Delhi Chairman
Date : July 28 2021 DIN 00141766

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