Directors Report of Antarctica Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting you the 32^nd Annual Report together with the audited statement of Accounts of the Company for the financial year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

(All amounts in I akhs of INR)

P A R T I C U L A R S	2023-24	2022-23
Revenue from Operations	83.93	67.69
Other Income	3.58	10.72
Total Revenue	87.51	78.41
Total Expenses	130.48	78.91
Profit/ (Loss) Before Tax	(42.97)	(0.50)
Tax Expense	NIL	NIL
Profit/ (Loss) after Tax	(42.97)	(0.50)

2. RESULTS OF OPERATIONS & STATE OF COMPANY''S AFFAIRS:

Your Company reported revenue from operations of Rs. 83.93 Lacs in current year as compared to Rs. 67.69 Lacs for the previous financial year. The revenue from operations of the Company increased during the year. The total income stood at Rs. 87.51 lacs whereas the total income reported last year was Rs. 78.41 lacs. The other income decreased during the year. The total expenses increased to Rs. 130.48 lacs in comparison to Rs. 78.91 lacs previous year. The Company incurred loss of Rs. 42.97 lacs as compared to Rs. 0.50 lakhs during the previous year. Efforts are being made to improve performance of the Company.

The Management is hopeful of better performances in coming years. Though the outlook for the short term is uncertain, Your Directors and the Company management have immense confidence in your Company''s future.

The financial statements for the year ended 31st March, 2024 have been prepared in accordance with IND AS in terms of provisions of Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting) Rules, 2015 as amended from time to time.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no changes in the nature of business of the Company during the Current financial year.

4. SHARE CAPITAL:

During the period under review, the Authorized Share Capital of the Company has increased from Rs. 47 Crores (Indian Rupees Forty Seven Crores only) to Rs. 67 Crores (Rupees Sixty Seven Crores only). Further, there has been no change in the Company''s issued, subscribed and paid-up equity share capital. On March 31, 2024, the paid-up capital stood at INR 15,50,09,600/- (Indian Rupees Fifteen Crores Fifty Lakhs Nine Thousand and Six Hundred only) divided into 15,50,09,600 (Fifteen

Crores Fifty Lakhs Nine Thousand and Six Hundred) Equity Shares of INR 1/- (Rupee One Only) each.

5. DIVIDEND:

In view of the loss during the current year, the Board of Directors has not recommended any dividend for the financial year ended on 31st March, 2024.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no outstanding unclaimed/unpaid dividend as on 31^st March 2024.

7. TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to the General Reserves for the financial year ended 31st March, 2024.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There have been no material changes and commitments, if any, affecting the Financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial statements relate and the date of Report.

9. DEPOSITS:

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

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees and investments, wherever required, have been disclosed in the financial statements, which also form part of this report.

11. CORPORATE SOCIAL RESPONSIBILITY:

The level of operations of the Company does not conform to the minimum threshold of Corporate Social Responsibility (CSR) reporting as per the provisions of section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

12. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pursuant to Section 134 (3) (m) of Companies Act 2013 and Rule 8 of Companies (Account) Rules 2014 is given as Annexure-D in the Annexure forming part of this Report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

Board of Director comprises of :

Mr. Rajesh Mangilal Sharma Whole-Time Director

Mr. Nikhil Vasantbhai Gajjar Independent Director

Mr. Sarikaben Sanketkumar Ladani Independent Director

Mr. Jay Rajeshbhai Patel Non Executive Director

Mr. Renu Kuthari Director

Key Managerial Personnel comprises of :

Mr Pansuriya Chirag Vallabhbhai CFO

Mr Ummay Amen Mashraqi Company Secretary & Compliance Officer

Composition of Board of Directors:

As of March 31, 2024, your Company had 5 (Five) Directors consisting of 2 (Two) Independent Directors, 1 (One) Executive Director, 1 (One) Whole Time Director and 1 (One) Non-Executive Non Independent Directors including one woman director.

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 etc of relevant committees of the Board of Directors, attendance are given in the Corporate Governance Report which forms part of this Report.

All recommendations made by the Audit Committee during the year are accepted by the Board. No Independent Director resigned during the year under review.

Directors and KMP Appointment and Re-appointment

During the year, Mr. Rohit Kuthari, Promoter and Whole-time Director passed away on November 27, 2023. Mr. Kuthari sudden and unexpected demise will be an irreparable loss to the Company. In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Renu Kuthari (DIN: 00679971) retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The Board recommends and seeks your support in confirming re-appointment of Ms. Renu Kuthari. The profile and particulars of experience, attributes and skills that qualify her for the Board Membership is given in the Notice convening the AGM.

During the period, there were some other changes also took place in the Board of Directors. The details of the directors and KMP appointment and resignation are given here under:

Name of Director	DIN	Designation	Date of Appointment	Date of Cessation	Remarks
Rishab Vijay Khanna	09782157	WTD	13.01.2023	10-04-2024	Ceased due to resignation
Rajesh Mangilal Sharma	10479481	Whole-time Director	08-07-2024*	-	Earlier appointed as an Additional Director w.e.f. 10.04.2024.
Nikhil Vasantbhai Gajjar	07557645	Independent Director	10-04-2024	-	Earlier appointed as an Additional Director w.e.f. 10.04.2024.
Arshad Riyaz Ahmed Shaikh	09802058	Independent Director	21.12.2022	10-04-2024	Ceased due to resignation
Ranjanben Jayantibhai Vaghela	09588466	Additional Director Non Executive	08-05-2024	08-07-2024	Ceased due to resignation
Jay Rajeshbhai Patel	10623714	Additional Non Executive Director	22-06-2024	-
Sarikaben Anketkumar Ladani	10628104	Additional Non Executive Independent Director	22-06-2024	-
Panchu Gopal Chatterjee	08502545	Independent Director		22-06-2024	Ceased due to resignation
Ramesh Chandra Bhowmick	08502539	Independent Director		22-06-2024	Ceased due to resignation
Sadananda Banerjee	05282648	Independent Director		22-06-2024	Ceased due to resignation
Swapan Roy	09292193	Non Executive Director		22-06-2024	Ceased due to resignation

Pansuriya Chirag Vallabhbhai	CDIPP0937J	CFO (KMP)	22-06-2024
Ummay Amen Mashraqi	A58520	CS & Compliance Officer (KMP)	22-06-2024
Sailendra Nath Rakshit		CFO (KMP)		22-06-2024	Ceased due to resignation
Ruma Suchanti	A13794	CS & Compliance Officer (KMP)		22-06-2024	Ceased due to resignation

The Board recommends and seeks your support in confirming regularisation of Mr. Rajesh Mangilal Sharma, Mr. Nikhil Vasantbhai Gajjar, Mr. Jay Rajeshbhai Patel, Ms. Sarikaben Anketkumar Ladani. The profile and particulars of experience, attributes and skills that qualify her for the Board Membership is given in the Notice convening the AGM.

Key Managerial Personnel

In terms of Section 203 of the Act, the following officials are the Key Managerial Personnel of the Company as on the date of this report:

Mr. Rajesh Mangilal Sharma - Whole Time Director Mr. Pansuriya Chirag Vallabhbhai - CFO Mr. Ummay Amen Mashraqi - CS

Women Director

In terms of the provisions of Section 149 of the Companies Act, 2013, a company shall have at least one-Woman Director on the Board of the Company. The Company has appointed Ms. Renu Kuthari, as Woman Director on the Board of the Company.

Independent Director:

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of directors and Senior Managers. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

14. NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to review the Company''s business and discuss strategy and plans.

During the year 6(Six) Board Meetings were held.

3^rd May, 2023, 17^th May, 2023, 10^th August, 2023, 10^th November, 2023, 29^th January,2024, 22^nd March, 2024

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations

Additionally, several committee meetings were held during the Financial Year ended 31^st March, 2024. The details of the Meetings are given in the Corporate Governance Report which forms part of this report.

The intervening gap between the Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

15. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

Independent Directors of the Company held their Separate meeting during the year under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 to evaluate the performance of the Board, its committees and individual directors including independent directors.

16. COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in this Annual Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.

17. CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report and a Certificate regarding compliance of conditions of Corporate Governance from Company Secretary in Practice are enclosed as Annexure - D and forms an integral part of this Report.

18. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

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

19. BOARD EVALUATION:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board, considering the views of Executive and Non-executive Directors in the aforesaid meeting. The Board also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board meeting and performance evaluation of Independent directors was done by the entire Board. The director being evaluated did not participate in the evaluation process.

20. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to the provisions of Regulation 25(7) and Regulation 46 of the SEBI Listing Regulations, kindly refer to the Company''s website for details of the familiarization program for IDs on their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is annexed herewith at Annexure I.

The policy on materiality on related party transactions has been uploaded on the website of the Company at https://www.antarctica-packaging.com/policies.php

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The company does not have any Subsidiary, Joint Venture or Associate Company; hence, provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. No person has been denied access to the Chairperson of the Audit Committee.

The Vigil Mechanism/Whistle Blower Policy has been uploaded on the Company''s website at http://www.antarctica-packaging.com/disclosures under regulation 46.html.

24. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:

As on March 31, 2024, the Company did not have any employees in the category specified in Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The details of top 10 employees will be provided upon request by the Company.

In terms of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary of the Company and the same will be furnished on request.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure and forms an integral part of this Report.

25. DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED U/S 134(3)(c)

In terms of section 134(5) of the Companies Act, 2013, your directors state that: -

(a) in the preparation of the annual accounts, the applicable accounting standards and other requirements have been followed for the financial year with proper explanation relating to material departures, if any;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the losses of the company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis.

(e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

(f) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. AUDITORS & AUDITORS'' REPORT:

Statutory Auditors

In accordance with the Companies Act, 2013, M/s S. Guha & Associates, Chartered Accountants (Firm Registration No. 322493E) were appointed as Statutory Auditors for an initial term of 5 (five) consecutive years to hold office upto the conclusion of AGM to be held in calendar year 2027.

The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

M/s. S. Guha & Associates have confirmed their eligibility for continuing as Statutory Auditors of the Company under the provisions of the Companies Act,2013 and the Rules framed thereunder.

The report by the Auditors is self-explanatory and has no qualification, reservation, adverse mark of disclaimer, hence no explanation or comments by the Board were required.

Internal Auditor

Pursuant to Section 138 of the Act and Rules made there under rules, the Company has appointed Mr. Pansuriya Chirag Vallabhbhai as Internal Auditors of the Company. The findings of the Internal Audit and the Action Taken Report on the Internal Audit are placed before the Audit Committee which reviews the audit findings, steps taken and the adequacy of Internal Control System.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s Sarita Singh & Associates to conduct the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report issued by Company Secretary in Practice, M/s. Sarita Singh & Associates in Form MR-3 for the financial year ended 31st March, 2024 forms an integral part of the report and is given in Annexure -B forming part of this Report.

The management has noted the observation of the Secretarial Auditors and in the process of getting register their Independent Directors with IICA, Independent Directors databank portal.

Annual Secretarial Compliance Report

In terms of the provisions of Circular No.CIR/CFD/CMD/27/2019 dated 8th February, 2019 issued by SEBI, the Company has obtained the Annual Secretarial Compliance Report for the Financial Year ended 31st March 2024 from Practicing Company Secretary confirming compliance of applicable SEBI Regulations and circulars thereunder.

Cost Audit

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

27. INTERNAL CONTROL SYSTEM & THEIR ADEQUECY:

The Company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and the transactions are authorized, recorded and reported correctly.

To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.

Based on the results of such assessments carried out by management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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

The Company has not received any compliant of sexual harassment during the financial year 2023-2024 and there was no complaints pending as on 31st March, 2024.

29. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Member of the Board and all employees in the course of day to day business operations of the Company.

The Code has been posted on the company''s website https://www.antarcticapackaging.com/policies.php. All the Board Members and KMP have confirmed compliance with the code.

30. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

As per SEBI Listing Regulations, Management Discussion and Analysis Report is annexed herewith at Annexure -IV.

31. EXTRACT OF THE ANNUAL RETURN AS PROVIDED UNDER SUB-SECTION (3) OF SECTION 92:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2023-24 is available on Company''s website at https://antarctica-packaging.com/disclosures under regulation 46.html.

32. SECRETARIAL STANDARDS:

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

33. Credit Rating

The Company has not obtained any credit rating during the year.

34. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

• There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• There has been no application made or pending under Insolvency and Bankruptcy Code, 2016

• There has been no one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

35. ACKNOWLEDGEMENT:

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members during the year under review.

For & on behalf of Antarctica Limited

Sd/- Sd/-

Jay Rajeshbhai Patel Rajesh Mangilal Sharma

Date: 09.09.2024 Additional Director Whole time Director

Place: Kolkata DIN: 10623714 DIN: 10479481

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Mar 31, 2023

The Directors present the 31^st Annual Report of the Company together with the Audited Financial Statements of the Company for the financial year ended 31^st March, 2023

Financial Highlights

FINANCIAL SUMMARY	For the year ended 31s''March, 2023	For the year ended 31st March, 2022
	Current Year(Rs.in Lakhs )	Previous Year(Rs m Lakhs)
Revenue from operations	67.69	103.20
Other Income	10.72	1.64
Total Revenue	78.41	104.84
Total Expenses	78.91	103.60
Profit before Tax	(.50)	1.23
Tax Expense	Nil	0.28
Profit after tax	(0.50)	1.51

STATE OF COMPANY’S AFFAIRS, OPERATIONAL AND PERFORMANCE

Your Company reported revenue from operations of Rs. 67.69 Lacs in current year as compared to Rs. 103.20Lacsfor the previous financial year 2021-2022. The performance of the Company during the year continues to be disappointing.Efforts are being made to improve performance of the Company.Your Company has adopted Indian Accounting Standards (INDAS) with effect from 1st April,

2017.Accordingly the financial statements for the year ended 31^st March ,2023 have been prepared in accordance with IND AS in terms of provisions of Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting) Rules, 2015 as amended from time to time

FUTURE OUTLOOK

The Management is hopeful of better performances in coming years.Though the outlook for the short term is uncertain,Your Directors and the Company management have immense confidence in your Company 8s future.

FUND RAISING

Your Directors have approved Fund raising by way of an issuance of equity shares of face value of Rs.l/-each of the Company to its eligible equity shareholders on a right basis (“Right issue”)for a value not exceeding Rs.3000 lakhs subject to receipt of necessary approvals from regulatory authorities, as applicable and in accordance with applicable provisions of the Companies Act, 2013 as amended SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and other applicable laws.

DIVIDEND

The Board of Directors of the Company has not declared any dividend keeping in mind the overall performance and outlook of your Company.

TRANSFER TO GENERAL RESERVES

Your Directors do not propose to transfer any amount to the General Reserves for the financial year ended 31^st March,2023

CHANGE IN PAID UP SHARE CAPITAL

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

The Company Paid up capital continues to stand at Rs. 15,5f),()9,600/-as on 31.03.2023. During the year under review, the Company has not issued any shares orconvertible securities The Company does not haveany scheme for issue of shares including sweat equity shares to its employees or directors .

CHANGE IN AUTHORISED CAPITAL

The Company has increased its Authorised share capital during the year under review from Rs. 22 crores to Rs. 47 crores by creation of 25,00,00,000 Equity Shares of Rs. 1/- each during the year under review .

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company does not have any subsidiary, associate and joint venture Company.

Hence, the requisite disclosure as per Section 129(3) of the Companies Act,2013 in Form AOC-1 is not applicable.

EXTRACT OF ANNUAL RETURN

In terms of Section 29(3) of the Companies Act,2013 andRule 12 of the Companies (Management and Administration) Rules,2014 Annual Return of the Company is available on the website of the Company at the link: https://antarctica-packagmg.com/disclosures_under_regulation_46.html

BOARD PROCEDURE AND NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to review the Company8s business and discuss strategy and plans.

During the year 7 (Seven) Board Meetings were held. Theinterveninggapbetweenthemeeting-swas within the period prescribed under the Companies Act, 2013and SEBI Listing Regulations

Additionally, several committee meetings as well as Independent Directors meeting were held during the Financial Year ended 31^stMarch, 2023. The details of the Meetings are given in the Corporate Governance Report which forms part of this report.

Composition of Board of Directors:

As of March 31, 2023, your Company had 8 (Eight) Directors consisting of 4 (Four) Independent Directors, 2 (Two) Executive Director and 2 (Two) Non-Executive Non Independent Directors including onewoman director.

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 tenns of reference etc of relevant committees of the Board of Directors, attendance are given in the Corporate Governance Report which forms part of this Report.

All recommendations made by the Audit Committee during the year are accepted by the Board. No Independent Director resigned during the year under review.

The Board has also constituted a Special Committee of Board of Directors, in the name and style of 8 Right Issue Committee= to decide on the matters relating to right issue which includes, inter-alia to approval of the draft letter of offer, letter of offer along with any amendments, supplements, notices or corrigenda thereto, approval of pricing and terms of the equity shares, right entitlement ratio, date of on-market renunciation, the bid-issue opening and closing date, discount (if any) and all other related matters, including the determination of the minimum subscription for the issue, appointment of lead managers, Registrar and share transfer agents, legal counsel, advisors and other intermediaries in accordance with applicable laws.

The Rights Issue Committee comprises of Mr. Swapan Roy, Director & Mr. Ramesh Chandra Bhowmick Independent Director.

RE-APPOINTMENT

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr Swapan Roy (DIN: 00929193 ) retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself forre-appointment.

The Board recommends and seeks your support in confirming re-appointment of Mr. Swapan Roy .The profile and particulars of experience, attributes and skills that qualify him for the Board Membership is-givenin the Notice convening the AGM.

The Board has appointment Mr. Rishabh Vijay Khanna (DIN: 09782157) as Whole time Director w.e.f. 13.01.2023 during the year under review and Mr. Arshad Riyaz Ahmed Shaikh (DIN: 09802058) as an Independent Director of the Company to hold office for a consecutive term of 5 years w.e.f21.12.2022 and had sought shareholders approval at Extraordinary General Meeting held on 28^th February, 2023 .for their appointment

Mrs. Renu Kuthari will attain the age of 75 years and the Board has recommended resolution for her continuation as Non Executive Director to the shareholders even after attaining the age of 75 years.

INDEPENDENT DIRECTORS DECLARATION

Declaration has been received from all Independent Directors that they meets the criteria of Independence prescribed under Section 149 of the Companies Act,2013 and Companies(Appointment and Qualification of Directors)Rules,2014 and Regulation 16 of SEBI(LODR)Regulations,2015.Further,in terms of Regulation 25(8) of SEBI (LODR),2015 they have confirmed that they arenot aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

The Independent Directors are not liable to retire by rotation.

In the opinion of the Board, the Directors eligible for appointment fulfills the conditions of being Independent as specified in the Act and the Rules made thereunder and are independent of the management of the Company. Pursuant to the provisions of Section 149(7) of the Act and the provisions ofthe Listing Regulations, the Company has received required declarations from each of the Independent Directors stating that they meet the criteria of Independence as per Section 149(6) ofthe Act and the Listing Regulations.

The Independent Directors have also confirmed that they have complied with the provisions of Schedule IV of the Act and Company Code of Conduct.

The Company has informed all the Independent Directors about compliance of Rule 6(l)and 6 (2) of the Companies (Appointment and Qualifications of Directors)Rules,2014 , regarding online registration with the

None of the Directors or KMP has any pecuniary relationship or transactions with the Company other than salaries, sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the company.

KEY MANAGERIAL PERSONNEL

The following officials are the Key Managerial Personnel of the Company, pursuant to sections

2(51) and 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,:

Mr. Rohit Kuthari - Whole-time Director,

Mrs. RumaSuchanti - Company Secretary &Compliance Officer

Mr. Sailendra Nath Rakshit - CFO continue to be KMP (s) of the Company pursuant to Section 203 of the Companies Act,2013.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

The entire promoter Directors are relatives within the meaning of the term 8relative9 as per section 2(77) of the Companies Act, 2013. None of the remaining Directors are related to each other and promoters.

DIRECTORS9 RESPONSIBILITY STATEMENT

In accordance with the provisions of the Section 134 (3)( c) of the Companies Act, 2013, your Directors to the best of its knowledge and ability and according to the information and explanations obtained confirm that:

1) That in the preparation of the Annual financial statements ,the applicable accounting standards have been followed for the year ended 31^st March, 2023 with proper explanation relating to ma-terialdepartures, if any .

2) That such Accounting policies have been selected and applied consistently and judgments and estimates have been made

3) That are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in respect of the financial year ended 31^st March, 2023 and of the losses of the Company for thatperiod.

4) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

5) Annual Accounts for the year ended 31^st March, 2023 have been prepared on the basis of going concern concept.

6) The Directors have laid down proper internal financial controls which are adequate and are being operating effectively.

7) Adequate internal system have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The Company’s policy on Directors9 appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matters provided u/sl78(3)oftheCompaniesAct,2013isgivenasAimexure -A in the Annexure formingpart of thisReport.

AUDITORS

Your Directors on recommendation of the Audit Committee sought approval of the Members at the last AGM of the Company for appointment of M/s S. Guha& Associates, Chartered Accountants (Firm Registration No. 322493E) for an initial term of 5(five) consecutive yearsto hold office upto the conclusion of AGM to be held in calendar year 2027.

The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

M/s. S. Guha & Associates have confirmed their eligibility for continuing as Statutory Auditors of the Company under the provisions of the Companies Act,2013 and the Rules framed there- under.

AUDITORS REPORT

The report by the Auditors is self-explanatory and has no qualification, reservation, adverse mark 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 the Statutory Auditors to report to Audit Committee and/or Board under Section 143(2) of the Act and Rules framed thereunder.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 the Secretarial Audit Report issued by Company Secretary in Practice, M/s. Tausif & Associates in Form MR-3 for the financial year ended 31st March, 2023 forms an integral part of the report and is given in Annexure -B forming part of this Report.

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

The Company is in process of getting register their Independent Directors with IICA,Independent Directors databank portal

ANNUAL SECRETARIAL COMPLIANCE REPORT

In terms of the provisions of Circular No.CIR/CFD/CMD/27/2019 dated 8th February, 2019 issued by SEBI, the Company has obtained the Annual Secretarial Compliance Report For the Financial Year ended 31^st March 2023 from Practicing Company Secretary confirming compliance of applicable SEBI Regulations and circulars thereunder.

SUBSIDIARY, JOINT VENTURE & ASSOCIAT COMPANIES

The Company does not have any subsidiary, Joint venture or associated companies. INTERNALCONTROL SYSTEM

The Company has an Internal Control System, commensurate with the scale and complexity of 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 commensurate with size and scale of operations. and are operating efficiently so as to ensure orderly and effective conduct of the business operations. The controls were tested during the year and no reportable material weaknesses were observed The statutory auditors have given an unmodified opinion on the internal financial controls on financial reporting in their Report. The Company has in place a well defined Whistle Blower Policy.

INTERNAL AUDITORS

The Company has appointed Mr. Satyendra Mahato as Internal Auditors of the Company . The findings of the Internal Audit and the Action Taken Report on the Internal Audit are placed before the Audit Committee which reviews the audit findings, steps taken and the adequacy of Internal Control System

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

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

PARTICULARSOFCONTRACTSORARRANGEMENTSWITHREATEDPARTIESRE-FERREDTOINSECTION188(l)OFTHE COMPANIES ACT,

During the year under review, there were no Related Party Transactions (RPT) which fall under the ambit of Section 188(1) of the Act. There were no material RPT entered into by the Company with Promoters, Directors and KMP during FY2022-23 In view of the above, the disclosure required under the Act in FormAOC-2is notapplicableforFY2022-23. As required under SEBI (LODR) Regulations,2015 related party transactions are placed before the Audit Committee for approval. Wherever required .prior approval of the Audit Committee is taken .The policy on materiality on related party transactions has been uploaded on the website of the Company at https://www.antarctica-packagiug.com/policies.php

EMPLOYEE RELATIONS

One of your Company''s key strengths is its people, relations with employees remained cordial and satisfactory during the year .under review

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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 annexed herewith- 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 of Companies (Account) Rules 2014 is given as Annexure-D in the Annexure forming part of this Report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Member of the Board and all employees in the course of day to day business operations of the Company.

The Code has been posted on the company’s website https://www.antarctica-

packaging.com/policies.php All the Board Members and KMP have confirmed

compliance with the code.

RISK MANAGEMENT POLICY

The Company has identified key risk areas which may affect the business and operational goals of the Company. These identified risks are periodically revisited against their mitigated plans and the same has been updated on the Company’s website at http://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 of Corporate Social Responsibility reporting.

ANNUAL EVALUATION OFPERFORMANCE OF THE BOARD

The Board of Directors on the recommendation of the Nomination and Remuneration Committee has adopted a framework for performance evaluation of the Board , its Committees individual directors and the Chairman . In accordance with the provisions of the Listing Regulations, the evaluation process for the performance of the Board, its various committees and individual Directors was earned out during the year. The performance of the Board, its Committees, individual directors and chairman were reviewed by the Nomination and remuneration Committee and Board of Directors.

The Independent Directors evaluated the performance of Non3Independent Directors ,Chairperson and Board of Directors. As a whole. The Board of Directors evaluated the performance of Independent Directors ,their fulfillment of independence criteria in terms of the Act and Listing Regulations and their independence from the management.

The Directors being evaluated did not participate in the evaluation process.

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 AND REDRESSAL) ACT, 2013

The Company has in place a policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. An Internal Complaint Committee is in place to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary etc) are covered under this policy and the same has been updated on the Company 9s website at http://www.antarctica-packaging.com/pohcies.php

The Company has not received any compliant of sexual harassment during the financial year 2022-2023 and there was no complaints pending as on 31^st March,2023 .

DEPOSITS

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

COST AUDIT

The Company level of operations does not come under the purview of Cost Audit and no maintenance of cost records has been prescribed.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE.

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations m future.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General 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, 2013, a Vigil Mechanism for Directors and employees of the Company, to report genuine concerns has been established. The Vigil Mechanism/Whistle Blower Policy has been uploaded on the Company’s website athttp://www.antarctica-r>ackaging.coni/disclosures under regulation 46.html.None of

the Company’s personnel have been denied access to the Audit Committee.

PARTICULARS OF EMPLOYEES

As on March 31. 2023 the Company did not have any employees in the category specified in Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014,The details of top 10 employees will be provided upon request by the Company.

MANAGERIAL REMUNERATION

Details about remuneration as required under Section 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014

s 1 N o	Name of Director /KMP	Designation	Remuneration during the year	Percentage In-crease/decrease during the year	Ratio of remuneration of each Director to median remuneration
1	Shri Rohit Kuthari	Whole time Director	NIL	NIL	NIL
2	Smt Renu Kuthari	Promoter Non Executive Director	NIL	NIL	NIL
3	Shri Sadananda Banerjee	Independent Director	NIL	NIL	NIL
4	Shri Ramesh Chandra Bhowmick	Independent Director	NIL	NIL	NIL
5	Shri Panchu Gopal Chat-terjee	Independent Director	NIL	NIL	NIL
6	Shri Swapan Roy	Non Executive Independent Director	NIL	NIL	NIL
7	Shri Rishabh Vijay Khan-na	Whole time Director	NIL	NIL	NIL
8	Shri Arshad Riyaz Ahmed Shaikh	Independent Director	NIL	NIL	NIL
9	Shri. Shailendra NathRakshit	CFO	2.15 Lakh	NIL
10	Smt. Ruma Suchanti	Company Secretary	0.75 Lakh	NIL

There was no increase in salary of any employee during the year nor there was any increase in salary of KMP. The Company has not paid any commission to Managing Directors/ Whole time Directors .The Company has 4 permanent employees on the roles of the company.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of the Listing Regulation, a separate section on Corporate Governance and a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance are made part of this report. .

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In accordance with the provisions of Listing Regulations, the Company has put in place various programmes to familarise Independent Directors with respect to the nature of the industry in which the Company operates ,business model, roles and responsibilities of Independent Directors etc and the same has been updated on the Company’s website at http ://www. ant arctic a-nackavinv. com/policies. php

Details of Application made or any proceedings pending under the Insolvency and Bankruptcy Code 2016 (IBC) during the year along with the status at the end of the year

The Company has not made or received any application under the IBC during the Financial Year.

Details of difference between amount of valuation done at time of one time settlement and valuation done while taking loan from Banks/FI (s) along with reasons

The Company has not made any one time settlement with the Bank .

CREDIT RATING:

The Company has not obtained any credit rating during the year.

UNPAID DIVIDEND AND INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has not paid any dividend and accordingly the requirement of transfer of unpaid dividend in accordance with Section 124(2) of the Companies Act, 2013 do not apply.

INDUSTRIAL RELATIONS AND SAFETY

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

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Mar 31, 2014

DEAR MEMBERS,

The Directors are pleased to present the Annual Report and Audited Accounts of the Company for the financial year ended 31st March, 2014.

FINANCIAL PERFORMANCE (Rs in Lacs) (Rs in Lacs) year ended year ended 31.3.2014 31.3.2013

Gross Sale 322.72 358.51

Other Income 5.78 1.09

Operating Profit 53.94 51.59

Less : Interest 0.74 0.28

Gross Profit 53.20 51.31

Less : Depreciation 32.12 33.06

Profit/(Loss) Before Tax 21.08 18.25

Less : Taxation 0.00 0.00

Profit/(Loss) After Tax 21.08 18.25

DIVIDEND

Your Directors do not recommend any dividend for the year.

DIRECTORS

Mr. Tushar Ash is an Independent Director whose period of office liable to determination by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. Mr. Ash being eligible and offering himself for appointment, is proposed to be appointed as a Independent Director for five consecutive years from the conclusion of this Annual General Meeting to the Annual General Meeting for the Financial Year ended 31st March 2019.

Mr. Tapan Majumdar is an Independent Director whose period of office liable to determination by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. Mr. Majumdar being eligible and offering himself for appointment, is proposed to be appointed as a Independent Director for five consecutive years from the conclusion of this Annual General Meeting to the Annual General Meeting for the Financial Year ended 31st March 2019.

Mr. Amit Kumar Jain is an Independent Director whose period of office liable to determination by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. Mr. Jain being eligible and offering himself for appointment, is proposed to be appointed as a Independent Director for five consecutive years from the conclusion of this Annual General Meeting to the Annual General Meeting for the Financial Year ended 31st March 2019.

Mr. S. Banerjee is an Independent Director whose period of office liable to determination by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. Mr. Banerjee being eligible and offering himself for appointment, is proposed to be appointed as a Independent Director for five consecutive years from the conclusion of this Annual General Meeting to the Annual General Meeting for the Financial Year ended 31st March 2019.

DIRECTORS'' RESPONSIBILITY STATEMENT

Statement underSub-Section (2AA) of Section 217 ofthe Act.

In the preparation ofthe Annual Accounts :

i) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given,

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and ofthe profit ofthe Company for that period,

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities,

iv) the accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Company has proper system of Corporate Governance. A separate report on Corporate Governance is enclosed as part of this Annual Report of the Company. A Certificate from the auditors confirming compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the report.

CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND RESEARCH & DEVELOPMENT

As required under Section 217 (1) (e) ofthe Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, information regarding Conservation of Energy, Technology Absorption and Research & Development is not applicable to the Company.

ENVIRONMENT, SAFETY AND QUALITY CONTROL

Your Company does not produce any hazardous effluents or pollutions. Your Company has high priority highest safety standards in operations at all levels. It has a zero accidents record during the year. The Company has complied with Quality System Audit for ISO 9002 and has obtained the certification from KMAQA of Korea.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are given as Annexure and form a part of this report.

INDUSTRIAL RELATIONS

The Company is maintaining cordial relation with staff and workers. The Company has maintained high standard of quality and work practices throughout the year.

PARTICULARS OF EMPLOYEES

The Company has no employee in respect of whom information as required under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars Of Employees) Rules 1975 is required to be annexed.

AUDITORS& AUDITORS'' REPORT

M/s A. K.S. & Associates, Chartered Accountants statutory auditors ofthe Company hold office until conclusion ofthe forthcoming Annual General Meeting and are eligible for reappointment.

The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(IB) ofthe Companies Act, 1956.

The Auditors'' Report read with the Notes on Accounts are self-explanatory and therefore, do not call for any further comments.

ACKNOWLEDGEMENT

Your Directors express their sincere thanks and place on record their deep appreciation of the valuable patronage extended by the shareholders, valued customers, financial institutions, bankers, Government authorities and the Investors for their continued support and confidence in the Company. Your Directors also thank the employees for their support and for the confidence reposed in the future of this Company.

For & On Behalf of the Board of Directors Date : 30th May, 2014 Ranjan Kuthari Place: Kolkata Chairman & Managing Director

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Mar 31, 2013

Dear Members,

The Directors are pleased to present the Annual Report and Audited Accounts of the Company for the financial year ended 31st March, 2013.

FINANCIAL PERFORMANCE (Rs in Lacs) (Rs in Lacs) year ended year ended 31.3.2013 31.3.2012

Gross Sale 358.51 390.95

Other Income 1.09 0.29

Operating Profit 51.59 48.49

Less : Interest 0.28 0.39

Gross Profit 51.31 48.10 Less : Depreciation 33.06 37.37

Profit/(Loss) Before Tax 18.25 10.73

Less : Taxation 0.00 0.00

Profit/(Loss) After Tax 18.25 5.58

DIVIDEND

Your Directors do not recommend any dividend for the year.

DIRECTORS

Mr. Tushar Ash and Mr. S. Banerjee, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Statement under Sub-Section (2AA) of Section 217 of the Act.

In the preparation of the Annual Accounts :

i) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given,

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period,

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

iv) the accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Company has proper system of Corporate Governance. A separate report on Corporate Governance is enclosed as part of this Annual Report of the Company. A Certificate from the auditors confirming compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the report.

CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND RESEARCH & DEVELOPMENT

As required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, information regarding Conservation of Energy, Technology Absorption and Research & Development is not applicable to the Company.

ENVIRONMENT, SAFETY AND QUALITY CONTROL

Your Company does not produce any hazardous effluents or pollutions. Your Company has high priority highest safety standards in operations at all levels. It has a zero accidents record during the year. The Company has complied with Quality System Audit for ISO 9002 and has obtained the certification from KMAQA of Korea.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are given as Annexure and form a part of this report.

INDUSTRIAL RELATIONS

The Company is maintaining cordial relation with staff and workers. The Company has maintained high standard of quality and work practices throughout the year.

PARTICULARS OF EMPLOYEES

The Company has no employee in respect of whom information as required under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars Of Employees) Rules 1975 is required to be annexed.

AUDITORS & AUDITORS'' REPORT

M/s A. K.S. & Associates, Chartered Accountants statutory auditors of the Company hold office until conclusion of the forthcoming Annual General Meeting and are eligible for reappointment.

The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(IB) of the Companies Act, 1956.

The Auditors'' Report read with the Notes on Accounts are self-explanatory and therefore, do not call for any further comments.

ACKNOWLEDGEMENT

Your Directors express their sincere thanks and place on record their deep appreciation of the valuable patronage extended by the shareholders, valued customers, financial institutions, bankers, Government authorities and the Investors for their continued support and confidence in the Company. Your Directors also thank the employees for their support and for the confidence reposed in the future of this Company.

For & On Behalf of the Board of Directors Date : 29th May, 2013 Ranjan Kuthari Place: Kolkata Chairman & Managing Director

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Mar 31, 2010

The Directors are pleased to present the Annual Report and Audited Accounts of the Company for the financial year ended 31st March, 2010.

FINANCIAL PERFORMANCE (Rs in Lacs) (Rs in Lacs)

year ended 31.3.2010 year ended 31.3.2009

Gross Sale 380.94 450.89

Other Income 8.96 1.27

Operating Profit 78.65 104.46

Less : Interest 7.19 29.28

Gross Profit 71.46 75.18

Less : Depreciation 39.02 44.76

Profit/(Loss) Before Tax 32.44 30.42

Less : Taxation 0.00 0.00

Profit/(Loss) After Tax 32.44 30.42



DIVIDEND

Your Directors do not recomend any dividend for the year.

DIRECTORS

Mrs. Renu Kuthari and Mr. N.C. Banerjee, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Statement under Sub-Section (2AA) of Section 217 of the Act. In the preparation of the Annual Accounts :

i) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given, ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period, iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, iv) the accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Company has proper system of Corporate Governance. A separate report on Corporate Governance is enclosed as part of this Annual Report of the Company. A Certificate from the auditors confirming compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the report.

CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND RESEARCH & DEVELOPMENT

As required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, information regarding Conservation of Energy, Technology Absorption and Research & Development is not applicable to the Company.

ENVIRONMENT, SAFETY AND QUALITY CONTROL

Your Company does not produce any hazardous effluent or pollutions. Your Company has high priority highest safety standards in operations at all levels. It has a zero accidents record during the year. The Company has complied with Quality System Audit for ISO 9002 and has obtained the certification from KMAQA of Korea.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are given as Annexure and form a part of this report.

INDUSTRIAL RELATIONS

The Company is maintaining cordial relation with staff and workers. The Company has maintained high standard of quality and work practices throughout the year.

PARTICULARS OF EMPLOYEES

The Company has no employee in respect of whom information as required under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars Of Employees) Rules 1975 is required to be annexed.

AUDITORS & AUDITORS REPORT

M/s A. K.S. & Associates, Chartered Accountants statutory auditors of the Company hold office until conclusion of the forthcoming Annual General Meeting and are eligible for reappointment.

The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(IB) of the Companies Act, 1956.

The Auditors Report read with the Notes on Accounts are self-explanatory and therefore, do not call for any further comments.

ACKNOWLEDGEMENT

Your Directors express their sincere thanks and place on record their deep appreciation of the valuable patronage extended by the shareholders, valued customers, financial institutions, bankers, Government authorities and the Investors for their continued support and confidence in the Company. Your Directors also thank the employees for their support and for the confidence reposed in the future of this Company.



For & On Behalf of the Board of Directors

Date : 31st August, 2010 Ranjan Kuthari

Place: Kolkata Chairman & Managing Director