Directors Report of Perfectpac Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the 53rd (Fifty-third) Annual Report of the Company, together with the Audited Financial Statements for the financial year ended March 31,2025.

1. FINANCIAL RESULTS

The Companys financial performance for the financial year ended March 31,2025 is summarised below: -			(Rs. in lakhs)
	Particulars	2024-25	2023-24
	Revenue from Operations	11,345.88	10,112.06
	Other Income	20.47	38.25
	Total Revenue	11,366.35	10,150.31
	Total Expenses	10,941.47	9,626.37
	Profit Before Tax	424.88	523.94
	Less: Tax Expense (including deferred tax)	109.68	125.81
	Profit After Tax	315.20	398.13
	Other Comprehensive Income	1.80	1.92
	Total Comprehensive Income	317.00	400.05
	Paid up Equity Share Capital (Face Value of Rs. 2/- per Share)	133.26	133.26
	Basic and Diluted EPS (Rs.)	4.73	5.98

2. STATE OF COMPANY AFFAIRS & OPERATIONS

The Company is engaged in the business of manufacturing of packaging material and operates in one segment only. During the financial year 2024-25: -

• Revenue from operations increased to Rs. 11,345.88 lakhs, as against Rs. 10,112.06 lakhs in the previous year, which is an increase of 12.20%.

• Profit before tax decreased to Rs. 424.88 lakhs, as against a profit of Rs. 523.94 lakhs in the previous year, which is a decrease of 18.91%.

• Profit after tax decreased to Rs. 315.20 lakhs, as against a profit of Rs. 398.13 lakhs in the previous year, which is a decrease of 20.83%.

• Basic and diluted EPS decreased to Rs. 4.73 as against, Rs. 5.98 in the previous year, which is a decrease of 20.90%.

The Company has made significant investment in upgradation of its infrastructure during the year and is confident of improved working results in the current year.

The Company has provided depreciation on property, plant and equipment in accordance with the provisions of Schedule II of the Companies Act, 2013 (‘the Act’). The Financial Statements for the financial year 2024-25 have been prepared in compliance with the applicable provisions of Indian Accounting Standards (IND-AS), as prescribed under the Act.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

4. TRANSFER TO RESERVES

The Board of Directors have not proposed to transfer any amount out of the profit for the year under review to the General Reserve.

5. DIVIDEND

Your Directors are pleased to recommend a final dividend of Re. 1.00/- (i.e. 50%) per equity share of Rs. 2/- each fully paid up. The payment of the final dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting (‘AGM’) of the Company and shall be subject to deduction of tax at source.

6. CAPITAL STRUCTURE Authorised Share Capital

The Authorised Equity Share Capital of the Company as at March 31,2025, was Rs. 2,00,00,000/- (Rupees Two Crore only) comprising of 1,00,00,000 (One Crore) equity shares of Rs. 2/- (Rupees Two) each and Preference Share Capital was Rs. 1,25,00,000/ - (Rupees One Crore and Twenty-Five Lakh only) comprising of 1,25,000 (One Lakh and Twenty-Five Thousand) preference shares of Rs. 100/- (Rupees One Hundred) each i.e. total authorised share capital was Rs. 3,25,00,000/- (Rupees Three Crore and Twenty-Five Lakh only).

Paid up Share Capital

The Paid-up share capital of the Company as at March 31,2025 stands at Rs. 1,33,19,000/- (Rupees One Crore Thirty-Three Lakh and Nineteen Thousand only) comprising of 66,59,500 (Sixty-Six Lakh Fifty-Nine Thousand and Five Hundred) equity shares of Rs. 2/- (Rupees Two) each fully paid up.

During the financial year 2024-25, there was no change in the share capital of the Company.

7. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment

The Board of Directors at their meeting held on August 04, 2025, based on the recommendations of the Nomination and Remuneration Committee, approved the appointment of Smt. Aradhana Saluja (DIN:07484577) as an Additional Director in the category of NonExecutive Independent Director of the Company for a period of five consecutive years effective from August 04, 2025 upto August 03, 2030, subject to the approval of the shareholders of the Company at its ensuing AGM.

In terms of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014, in the opinion of the Board, Smt. Aradhana Saluja, appointment as Independent Director possesses requisite qualification, experience, integrity, expertise and relevant proficiency which will add tremendous value to the Board in exercising her role effectively. The requisite declarations and eligibility confirmations under the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) were received from Smt. Aradhana Saluja for considering her appointment as Independent Director.

Re-appointment of Director

Shri Raj Gopal Sharma, Whole time Director of the Company completed his term as Whole time Director on July 11,2025. Pursuant to the provisions of Companies Act, 2013, Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 09, 2025 approved the re-appointment of Shri Raj Gopal Sharma as Whole time Director for a further period of three years w.e.f. July 12, 2025 to July 11,2028, subject to the approval of the members of the Company by way of Ordinary Resolution at the 53^rd AGM.

Retirement by rotation and subsequent re-appointment

In terms of Articles of Association of the Company and provisions of the Act, Shri Ajay Rajgarhia (DIN: 01065833), Non-Executive Director of the Company, is liable to be retire by rotation at the ensuing AGM and being eligible, offered himself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends his re-appointment for consideration by the shareholders of the Company at the ensuing AGM as Non-Executive Director of the Company, liable to be retire by rotation.

Brief profile of Directors to be appointed or re-appointed with other details as stipulated in Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings issued by ICSI, are provided in the Notice convening the 53rd AGM.

A brief profile of all Directors is also available on the Companys website at https://perfectpac.com/board-of-directors/.

Except as stated above, there was no change in the Directors or Key Managerial Personnel of the Company, during the year under review.

Declaration by Independent Directors

All the Independent Directors of the Company have given their declaration to the Company under Section 149(7) of the Act that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Regulation 16(1 )(b) of the Listing Regulations and are not disqualified from continuing as Independent Directors. They have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs and have either qualified the online proficiency self-assessment test or are exempted from passing the test as required in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Company has also received declaration from the Independent Directors that they have complied with the code of conduct of Directors and Senior Management. Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

Annual Performance Evaluation of the Board

The Board adopted a formal mechanism for evaluating its performance as well as of its Committees and individual Directors, including the Chairperson of the Board. The evaluation was carried out through a structured questionnaire covering various aspects of the functioning of Board and its Committees. The detailed process in which annual evaluation of the performance of the Board, its Chairperson, its Committees and of individual Directors is disclosed in the Corporate Governance Report attached to this Report.

Meetings of the Board

During the year, four meetings of the Board of Directors were held. The details of the meetings of the Board of Directors and its Committees are provided in the Corporate Governance Report, attached to this Report.

9. DEPOSITS UNDER CHAPTER V OF THE COMPANIES ACT, 2013

The Company has neither invited nor accepted any deposits covered under Chapter V of the Act. Accordingly, no disclosure or reporting is required in respect of such deposits.

10. AUDITORS AND AUDITOR’S REPORT Statutory Auditors

In terms of the provisions of Section 139 of the Act, M/s V S S A & Associates, Chartered Accountants (Firm Registration No. 012421N), were re-appointed as Company’s Statutory Auditors by the shareholders at their 50th AGM held on September 15, 2022, for second term of 5 (Five) consecutive years i.e. till the conclusion of the 55th AGM of the Company, to be held in year 2027.

The Auditors’ Report read together with Annexures referred to in the Auditors’ Report for the financial year ended March 31,2025 does not contain any qualification, reservation or adverse remark.

Secretarial Auditors

In terms of 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, on recommendation of Audit Committee, had appointed M/s. RSM & Co. (Peer Review Certificate No.: 978/2020 and ICSI Firm Registration No.: P1997DE017000), Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is attached as Annexure-1 to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Pursuant to the amended provisions of Regulation 24A of the Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, on recommendation of the Audit Committee, had approved and recommended the re-appointment of M/s. RSM & Co. (Peer Review Certificate No.: 978/2020 and ICSI Firm Registration No.: P1997DE017000), Company Secretaries as the Secretarial Auditors of the Company for initial term of 5 (Five) consecutive years from the financial year 2025-26 upto financial year 2029-30, subject to the approval of the Members at ensuing AGM.

Brief profile and other details of M/s. RSM & Co., Company Secretaries, are disclosed in the AGM Notice approved by the Board. They have given their consent to act as Secretarial Auditors of the Company and have confirmed their eligibility for the appointment.

Internal Auditors

In terms of provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company, on the recommendation of the Audit Committee, re-appointed M/s Sapra Sharma & Associates LLP, Chartered Accountants (Firm Registration No. 002682N/N500038), as Internal Auditors of the Company, for the financial year 2024-25. There are no qualifications, reservations or adverse remarks in the Internal Auditors Reports.

The Board of Directors of the Company, on the recommendation made by the Audit Committee, re-appointed M/s Sapra Sharma & Associates LLP, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2025-26. M/s Sapra Sharma & Associates LLP, being eligible, have consented to act as the Internal Auditors of the Company for the financial year 2025-26.

Reporting of Frauds by Auditors

None of the Auditors of the Company has identified and reported any fraud as specified under the second proviso of Section 143(12) of the Act, therefore no disclosure is required under Section 134(3)(ca) of the Act.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), with respect to Directors Responsibility Statement, it is hereby confirmed that: -

• in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable Accounting Standards have been followed and there are no material departures from the same;

• 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 i.e. March 31,2025 and of the profit of the Company for the financial year ended March 31,2025;

• the Directors have taken proper and sufficient care 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;

• the Directors have prepared the annual accounts on a going concern basis;

• 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; and

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

12. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial control systems commensurate with the size of operations. The policies and procedures adopted by your Company ensures the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, adequacy and completeness of the accounting records, and timely preparation of reliable financial information. The entire system is monitored by Internal Audit team of an external firm of Chartered Accountants.

The internal auditors of the Company conduct regular internal audits and the Audit Committee reviews periodically the adequacy and effectiveness of internal control systems and takes steps for corrective measures whenever required.

13. CORPORATE SOCIAL RESPONSIBILITY

The Company has in place a Corporate Social Responsibility Policy (‘CSR Policy’) which outlines the Company’s philosophy and responsibility and lays down the guidelines and mechanism for undertaking socially impactful programs towards welfare and sustainable development of the community around the area of its operations. The CSR Policy is disclosed on the Company’s website at https:// perfectpac.com/policies-and-codes/. In terms of Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Annual Report on Corporate Social Responsibility Activities for financial year 2024-25 is attached as Annexure-2 to this Report. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

14. AUDIT COMMITTEE

As on date, the Audit Committee comprises Shri Manish Garg as Chairman and Shri Sanjay Rajgarhia, Shri Ravindra Nath Chaturvedi and Smt. Ruchi Vij as Members of Committee.

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

Further, details on Audit Committee are provided in the Corporate Governance Report attached to this Report.

15. NOMINATION AND REMUNERATION POLICY

The Company has in place a ‘Nomination and Remuneration Policy’ for its Directors, Key Managerial Personnel, and Senior Man-agement/other employees, which outlines the criteria for determining qualifications, positive attributes, independence of a director and other relevant matters. The Policy is available on the Company’s website, web link for the same is https://perfectpac.com/ policies-and-codes/. The salient features of the Policy have been disclosed in the Corporate Governance Report, which forms an integral part of this Board’s Report.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangements and transactions entered into by the Company with related parties during the financial year 2024-25 were in the ordinary course of business and on an arm’s length basis, and were duly approved by the Audit Committee. The Board of Directors has established criteria for granting omnibus approval by the Audit Committee for transactions that are repetitive in nature, in accordance with the Company’s Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions (‘RPT Policy’). During the year under review, the Company did not enter into any materially significant related party transactions as defined in the RPT Policy. Accordingly, disclosure of related party transactions under Section 188(1) of the Act in Form AOC-2 is not applicable. Related party disclosures have been provided in Note No. 38 to the Financial Statements, which form part of this Annual Report. The RPT Policy is available on the Company’s website, web link for the same is https://perfectpac.com/ policies-and-codes.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure-3 to this Report.

18. RISK MANAGEMENT

The Company has established a risk management framework to identify, evaluate and assess business risks along with their potential impact. The Board periodically reviews the risk assessment and minimization procedures to ensure that executive management addresses risks through a clearly defined mechanism. The framework is focused on creating and safeguarding stakeholder value by mitigating threats and losses, as well as identifying and leveraging opportunities.

19. PARTICULARS OF EMPLOYEES

The disclosure required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-4 to this Report.

As per the provisions of Section 136(1) of the Act, the Annual Report and the Accounts are being sent to all the members of the Company, excluding the information required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office. The said information is also available for inspection at the Registered Office during working hours up to the date of the ensuing AGM.

20. ANNUAL RETURN

In terms of Sections 92(3) and 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return is available under the Investors section of the Company’s website and can be viewed at the following link: https://perfectpac.com/annual-returns/.

21. CORPORATE GOVERNANCE

The Corporate Governance is a reflection of Company’s value system, encompassing our culture, policies, and relationships with our stakeholders. Aligning itself to this philosophy, the Company has placed Corporate Governance on a high priority.

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

The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management for the financial year ended March 31,2025. A certificate from the Managing Director confirming the same is attached to the Corporate Governance Report.

A certificate from the Managing Director and Chief Financial Officer confirming correctness of the financial statements, adequacy of internal control measures and other related matters, is also attached to the Corporate Governance Report.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, as stipulated under Listing Regulations, is attached as Annexure-6 to this Report.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is committed to promoting ethical conduct in all its business activities. The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations.

The details of Vigil Mechanism (Whistle Blower Policy) adopted by the Company have been disclosed in the Corporate Governance Report, which forms an integral part of this Annual Report.

24. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with all the applicable provisions of the Maternity Benefit Act, 1961. Adequate measures are in place to ensure that female employees are provided with the benefits and protections mandated under the said Act, including maternity leave, nursing breaks, and other entitlements. The Company remains committed to promoting a supportive and inclusive workplace for all employees.

25. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

During the financial year 2024-25, the Company has not given loans, guarantees and investments as per Section 186 of the Act.

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

The Company has complied with the Secretarial Standard-1 on ‘Meetings of the Board of Directors’ and Secretarial Standard-2 on ‘General Meetings’ as issued by the ICSI.

27. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT. 2013

The Company has Zero Tolerance towards any action on the part of any employee which may fall under the ambit of ‘Sexual Harassment’ at workplace, and is fully committed to uphold and maintain the dignity of every woman working in the Company.

Hence, the Company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Further, the Company has also constituted Internal Complaints Committee in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Details of complaints received and disposed of during the financial year are as follows: -

(a) Number of complaints of sexual harassment received during the year: - Nil

(b) Number of complaints disposed of during the year: - Nil

(c) Number of cases pending for more than 90 days: - Nil

28. OTHER STATUTORY DISCLOSURES During the year under review: -

• The Company has not (i) issued any shares, warrants, debentures, bonds, or any other convertible or non-convertible securities (ii) issued equity shares with differential rights as to dividend, voting or otherwise (iii) issued any sweat equity shares to its Directors or employees (iv) made any change in voting rights (v) reduced its share capital or bought back shares (vi) changed the capital structure resulting from restructuring (vii) failed to implement any corporate action.

• The Company’s securities were not suspended for trading during the year.

• The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

• There were no significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its operations in the future;

• There was no instance of any one-time settlement with any Banks or Financial Institutions.

• No application has been made under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (‘the IBC, 2016’), hence, the requirement to disclose the details of application made or any proceeding pending under the IBC, 2016 during the year along with their status as at the end of the financial year is not applicable.

• There have been no material changes and commitment, affecting the financial position of the Company which occurred after the close of the financial year 2025 till the date of this Report, other than those already mentioned in this Report.

29. COST RECORDS AND AUDIT

Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain the cost records.

30. INVESTOR SERVICES

In its endeavor to improve investor services, your Company has taken the following initiatives: -

• The Investors Section on the website of the Company www.perfectpac.com is updated regularly for information of the shareholders.

• There is a dedicated e-mail id [e-mail] for sending communications to the Company Secretary and Compliance Officer.

• Disclosure made to the Stock Exchange are promptly uploaded on the website of the Company, as per requirement of Listing Regulations for information of the Investors.

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

31. ACKNOWLEDGEMENTS

The Board of Directors expresses its heartfelt gratitude and appreciation to all Employees across various levels of the organization for their unwavering dedication, hard work, cooperation, and commitment throughout the year. Their continued efforts and team spirit have been instrumental in navigating challenges and achieving the Company’s objectives.

The Board also extends its sincere thanks to all Stakeholders, including Valued Customers, Shareholders, Suppliers, Bankers, Business Partners, Regulators and Government Authorities, for their trust, encouragement, and consistent support. Their enduring association has played a vital role in the Company’s growth and continued success.

---

Mar 31, 2024

The Board of Directors are pleased to present the 52nd (Fifty-Second) Annual Report of the Company, together with the Audited Financial Statements for the financial year (“FY”) ended March 31, 2024.

1. FINANCIAL RESULTS

The Company’s financial performance for the FY ended March 31,2024 is summarised below:- (Rs. in lakhs)

Particulars	2023-24	2022-23
Revenue from Operations	10,112.06	9,992.99
Other Income	38.45	11.15
Total Revenue	10,150.51	10,004.14
Total Expenses	9,626.57	9,638.38
Profit Before Tax	523.94	365.76
Less: Tax (including deferred tax)	125.81	82.56
Profit for the period	398.13	283.20
Other Comprehensive Income	1.92	4.70
Total Comprehensive profit for the year	400.05	287.90
Paid up Equity Share Capital (Face Value of Rs. 2/- per Share)	133.26	133.26
Basic and Diluted EPS	5.98	4.25

2. STATE OF COMPANY AFFAIRS & OPERATIONS

The Company is engaged in the business of manufacture of packaging material and operates in one sector only. During the FY 202324:-

• Revenue from operations increased to Rs. 10,112.06 lakhs as against Rs. 9,992.99 lakhs in the previous year, which is an increase of 1.19%.

• Profit before tax increased to Rs. 523.94 lakhs as against Rs. 365.76 lakhs in the previous year, which is an increase of 43.25%.

• Profit after tax increased to Rs. 398.13 lakhs as against Rs. 283.20 lakhs in the previous year, which is an increase of 40.58%.

• Basic and diluted EPS increased to Rs. 5.98 as against Rs. 4.25 in the previous year, which is an increase of 40.71%.

The Company’s working results have been encouraging during the year. The Management is making all out efforts for continued improvement in the Company’s working.

The Company has charged depreciation on property, plant and equipment as per the provisions of Schedule of the Companies Act, 2013 (“the Act”). The Company has prepared its Financial Statements as per applicable provisions of IND-AS (Indian Accounting Standards) for the FY 2023-24.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

4. TRANSFER TO RESERVES

The Board does not transfer any amount out of the profit for the year under review to the General Reserve.

5. DIVIDEND

Based on the Company’s performance, your Directors are pleased to recommend a final dividend of Re. 1.00/- (i.e. 50%) per equity share of Rs. 2/- each fully paid up. The payment of the final dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting (“AGM”) of the Company and shall be subject to deduction of tax at source.

6. CAPITAL STRUCTURE Authorised Share Capital

The Authorised Equity Share Capital of the Company as at March 31,2024 was Rs. 2,00,00,000/- comprising of 1,00,00,000 equity shares of Rs. 2/- each and Preference Share Capital was Rs. 1,25,00,000/- comprising of 1,25,000 preference shares of Rs. 100/-each i.e. total authorised share capital was Rs. 3,25,00,000/-.

Paid up Share Capital

The Paid-up share capital of the Company as at March 31, 2024 stands at Rs. 1,33,19,000/- comprising of 66,59,500 equity shares of Rs. 2/- each fully paid up.

There has been no change in share capital of the Company during the FY 2023-24.

7. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company doesn’t have any Subsidiary, Joint Venture or Associate Company.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL Cessation of Directors and Chairman

During the year, below mentioned ceased to be Directors of the Company:-

• Shri Rajendra Kumar Rajgarhia (DIN: 00141766) resigned from the position of Non-Executive Director and Chairman of the Company with effect from close of business hours of March 28, 2024, due to age criteria and his desire to devote his time and energy to manage his own health and business. He joined the Board in the year 1973. The Board places on record its sincere appreciation for his valuable contribution and guidance towards the success of the Company, during his tenure as Non-Executive Director and Chairman on the Board of the Company.

• Shri Harpal Singh Chawla (DIN: 00025492) ceased to be an Independent Director of the Company with effect from close of business hours of March 31,2024, upon completion of his second term of appointment as an Independent Director. He joined the Board in the year 2014. The Board places on record its sincere appreciation for his contribution towards the success of the Company, during his tenure as an Independent Director on the Board of the Company.

Appointment of Directors

The Board of Directors at their meeting held on March 28, 2024, based on the recommendations of the Nomination and Remuneration Committee, inter alia, approved the following appointments to the Board of Directors of the Company, subject to the approval of the shareholders of the Company:-

• Appointment of Shri Ajay Rajgarhia (DIN: 01065833) as an Additional Director in the category of Non-Executive, Non-Independent Director of the Company with effect from March 28, 2024, liable to retire by rotation.

• Appointment of Shri Ravindra Nath Chaturvedi (DIN: 00006300) as an Additional Director in the category of Independent Director of the Company for a period of five years with effect from March 28, 2024 to March 27, 2029.

In terms of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014, in the opinion of the Board, appointment of Independent Director during the FY were made after due veracity of his experience, integrity, expertise and relevant proficiency which will add tremendous value to the Board in exercising his role effectively.

The requisite declarations and eligibility confirmations under the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) were received from Shri Ajay Rajgarhia and Shri Ravindra Nath Chaturvedi for considering their appointment as Directors.

The appointment of Shri Ajay Rajgarhia, Non-Executive Director and Shri Ravindra Nath Chaturvedi, Independent Director of the Company for the term as mentioned above were subsequently approved by the shareholders of the Company through ordinary and special resolution, respectively, which was passed with the requisite majority by way of postal ballot via remote e-voting on May 24, 2024. Details of the same are provided in the Report of Corporate Governance, forming part of this Annual Report.

• The Board of Directors at their meeting held on March 28, 2024, based on the recommendations of the Nomination and Remuneration Committee, designated Shri Sanjay Rajgarhia (DIN: 00154167), Managing Director as Chairman of the Company with effect from March 29, 2024.

Appointment of Chairman Emeritus

The Board of Directors at their meeting held on March 28, 2024, based on the recommendations of the Nomination and Remuneration Committee, inter alia, approved appointment of Shri Rajendra Kumar Rajgarhia as ‘Chairman Emeritus’ for a period of five years with effect from March 29, 2024 to March 28, 2029.

Retirement by rotation and subsequent re-appointment

In terms of Articles of Association of the Company and provisions of the Act, Shri Raj Gopal Sharma (DIN: 09666890), Whole time Director of the Company, is liable to be retire by rotation at the ensuing AGM and being eligible, offered himself for re-appointment. Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends his re-appointment for consideration by the shareholders of the Company at the ensuing AGM as Whole time Director of the Company, liable to be retire by rotation. Brief profile of Shri Raj Gopal Sharma with other details as stipulated in Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings issued by ICSI, are provided in the Notice convening the 52nd AGM.

Except as stated above, there was no change in the Directors or Key Managerial Personnel of the Company, during the year under review.

Declaration by Independent Directors

All the Independent Directors of the Company have given their declaration to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act read with Regulation 16(1 )(b) of the Listing Regulations and are not disqualified from continuing as Independent Directors and that they have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs. The Company has also received declaration from the Independent Directors that they have complied with the code of conduct of Directors and Senior Management. Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

Annual Performance Evaluation of the Board

The Board adopted a formal mechanism for evaluating its performance as well as of its Committees and Individual Directors, including the Chairperson of the Board. The evaluation was carried out through a structured questionnaire covering various aspects of the functioning of Board and its Committees. The detailed process in which annual evaluation of the performance of the Board, its Chairperson, its Committees and of individual Directors is disclosed in the Corporate Governance Report attached to this Report.

Meetings of the Board

During the year, five meetings of the Board of Directors were held. The details of the meetings of the Board and its Committees are provided in the Corporate Governance Report, attached to this Report.

9. DEPOSIT UNDER CHAPTER V OF THE COMPANIES ACT, 2013

The Company has not invite/accept any deposits covered under Chapter V of the Act. Accordingly, no disclosure or reporting is required in respect of details relating to deposits covered under the said Chapter.

10. AUDITORS & AUDITOR’S REPORT Statutory Auditors

In terms of the provisions of Section 139 of the Act, M/s V S S A & Associates, Chartered Accountants (Firm Registration No. 012421N), were re-appointed as Company’s Statutory Auditors by the shareholders at their 50th AGM held on September 15, 2022, for second term of 5 (Five) consecutive years i.e. till the conclusion of the 55th AGM of the Company, to be held in year 2027.

The Auditors’ Report read together with Annexures referred to in the Auditors’ Report for the FY ended March 31, 2024 does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors

In terms of 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, on recommendation of Audit Committee, had appointed M/s. RSM & Co. (ICSI Firm Registration No.: P1997DE017000), Company Secretaries, to undertake the Secretarial Audit of the Company for the FY 202324. The Secretarial Audit Report is attached as Annexure-1 to this report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Board of Directors of the Company, on the recommendation made by the Audit Committee, has re-appointed M/s RSM & Co., Company Secretaries, as the Secretarial Auditors to conduct an audit of the secretarial records for the FY 2024-25, based on the confirmation of the eligibility and consent received from M/s RSM & Co. The Secretarial Auditor has confirmed that they are not disqualified to be appointed as such.

Internal Auditors

In terms of provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company, on the recommendation of Audit Committee, re-appointed M/s Sapra Sharma & Associates LLP, Chartered Accountants (Firm Registration No. 002682N/N500038), as an Internal Auditors of the Company, for the FY 2023-24. There are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Internal Auditor’s Reports.

The Board of Directors of the Company, on the recommendation made by the Audit Committee, re-appointed M/s Sapra Sharma & Associates LLP, Chartered Accountants, as the Internal Auditors of the Company for the FY 2024-25. M/s Sapra Sharma & Associates LLP, being eligible, have consented to act as the Internal Auditors of the Company for the FY 2024-25.

Reporting of Frauds by Auditors

None of the Auditors of the Company has identified and reported any fraud as specified under the second proviso of Section 143(12) of the Act, therefore no disclosure is required under Section 134(3)(ca) of the Act.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), with respect to Directors’ Responsibility Statement, it is hereby confirmed that:-

• in the preparation of the annual accounts for the FY ended March 31,2024, the applicable accounting standards have been followed and there are no material departures from the same;

• 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 FY i.e. March 31,2024 and of the profit of the Company for the FY ended March 31,2024;

• the Directors have taken proper and sufficient care 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;

• the Directors have prepared the annual accounts on a going concern basis;

• 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; and

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

12. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial control systems commensurate with the size of operations. The policies and procedures adopted by your Company ensures the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, adequacy and completeness of the accounting records, and timely preparation of reliable financial information. The entire system is complemented by Internal Audit conducted by external firm of Chartered Accountants on selected functions such as Human Resource, material movement, GST Compliances etc.

The internal auditors of the Company conduct regular Internal Audits and the Audit Committee reviews periodically the adequacy and effectiveness of internal control systems and takes steps for corrective measures whenever required.

13. DISCLOSURES OF SIGNIFICANT ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

There is no significant or material orders passed by the Regulators or Courts or Tribunal impacting the going concern status of the Company and its future operations.

14. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013, every Company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediate preceding financial year is required to incur at least 2% of the average net profits of the preceding three financial years towards Corporate Social Responsibility (CSR).

As per last Audited Balance Sheet dated March 31,2023, the Company does not meet any of the threshold prescribed by law. Hence the provisions of Companies Act, 2013 regarding CSR were not be applicable for the FY ended March 31,2024.

15. AUDIT COMMITTEE

As on date, the Audit Committee comprises of Shri Manish Garg, Chairman, Shri Sanjay Rajgarhia, Shri Ravindra Nath Chaturvedi and Smt. Ruchi Vij as members of Committee.

All the recommendations made by Audit Committee were accepted by the Board of Directors.

Further, details on Audit Committee is provided in the Corporate Governance Report attached to this Report.

16. NOMINATION AND REMUNERATION POLICY

The Company has ‘Nomination and Remuneration Policy’ for Directors, Key Managerial Personnel and Senior Management/other employees of the Company, specifying criteria for determining qualifications, positive attributes, independence of a director and other matters which is disclosed on the website of the Company, web link for the same is https://perfectpac.com/policies.aspx. The salient features of the Policy have been disclosed in the Corporate Governance Report forming an integral part of this Board’s Report.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangements and transactions entered by the Company during FY 2023-24 with related parties were in the ordinary course of business and on arm’s length basis and were approved by the Audit Committee. The Board of Directors of the Company had laid down the criteria for granting the omnibus approval by the Audit Committee for the transactions which are repetitive in nature, in line with the Company’s Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions (‘RPT Policy’). During the year, the Company had not entered into any materially significant transaction with related parties as defined in the RPT Policy. Accordingly, the disclosure of Related Party Transactions under Section 188(1) of the Act in Form AOC-2 is not applicable. Related Party disclosures have been disclosed in Note No. 38 to the Financial Statements forming part of the Annual Report. The RPT Policy is disclosed on the Company’s website at https://perfectpac.com/policies.aspx.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on the conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure-2 to this Report.

19. RISK MANAGEMENT

The Company has in place a Risk Management Policy which assists in identifying the elements of risk, if any, which in the opinion of the Board may impact the Company; monitoring and reviewing the risk management plan; and implementing the risk management framework of the Company. A detailed section on Risk Management is provided in the Management Discussion and Analysis Report forming an integral part of the Annual Report.

20. PARTICULARS OF EMPLOYEES

The disclosure required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-3 to this Report.

As per the provisions of Section 136(1) of the Act, the Annual Report and the Accounts are being sent to all the members of the Company, excluding the information required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office. The said information is also available for inspection at the Registered Office during working hours up to the date of the ensuing Annual General Meeting.

21. ANNUAL RETURN

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available under the ‘Investors’ section of the Company’s website and can be viewed at the following link: https://perfectpac.com/annualreturns.aspx.

22. CORPORATE GOVERNANCE

The Corporate Governance is a reflection of Company’s value system, encompassing our culture, policies, and relationships with our stakeholders.

A detailed Report on Corporate Governance pursuant to the requirements of Regulation 34 read with Schedule V of the Listing Regulations, is attached as Annexure-4 to this Report. A certificate from the Statutory Auditors confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the Listing Regulations, is attached to the Corporate Governance Report.

The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management for the year ended March 31,2024. A certificate from the Managing Director confirming the same is attached to the Corporate Governance Report.

A certificate from the Managing Director and Chief Financial Officer confirming correctness of the financial statements, adequacy of internal control measures, etc. is also attached to the Corporate Governance Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, as stipulated under Listing Regulations, is attached as Annexure-5 to this Report.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company promotes ethical behavior in its business activities. The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations.

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

25. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

During the FY 2023-24, the Company has not given loans, guarantees and investments as per Section 186 of the Act.

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

The Company has complied with the Secretarial Standard-1 on ‘Meetings of the Board of Directors’ and Secretarial Standard-2 on ‘General Meetings’ issued by the Institute of Company Secretaries of India.

27. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT. 2013

The Company has Zero Tolerance towards any action on the part of any employee which may fall under the ambit of ‘Sexual Harassment’ at workplace, and is fully committed to uphold and maintain the dignity of every woman working in the Company.

Hence, the Company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Further, the Company has also constituted Internal Complaints Committee in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No case has been reported during the year under review.

28. OTHER STATUTORY DISCLOSURES

• During the year under review, the Company has not (i) issued any shares, warrants, debentures, bonds, or any other convertible or non-convertible securities (ii) issued equity shares with differential rights as to dividend, voting or otherwise (iii) issued any sweat equity shares to its Directors or employees (iv) made any change in voting rights (v) reduced its share capital or bought back share (vi) changed the capital structure resulting from restructuring except Split/sub division of equity shares (vii) failed to implement any corporate action.

• The Company’s securities were not suspended for trading during the year.

• The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

• No instance of any one-time settlement with any Banks or Financial Institutions.

• No application has been made under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (“the IBC, 2016”), hence, the requirement to disclose the details of application made or any proceeding pending under the IBC, 2016 during the year along with their status as at the end of the financial year is not applicable.

• There have been no material changes and commitment, affecting the financial position of the Company which occurred after the close of the FY 2024 till the date of this Report, other than those already mentioned in this Report.

29. COST RECORDS AND AUDIT

Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain the cost records.

30. INVESTOR SERVICES

In its endeavor to improve investor services, your Company has taken the following initiatives:-

• The Investors Section on the website of the Company www.perfectpac.com is updated regularly for information of the shareholders.

• There is a dedicated e-mail id [e-mail] for sending communications to the Company Secretary and Compliance Officer.

• Disclosure made to the Stock Exchange are promptly uploaded on the website of the Company, as per requirement of Listing Regulations for information of the Investors.

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

31. ACKNOWLEDGMENTS

The Board of Directors expresses its heartfelt thanks and appreciation to Employees at all levels for their hard work, solidarity, cooperation and dedication over the past year. The Board expresses its gratitude to Customers, Shareholders, Suppliers, Bankers, Business Partners, Regulators and Government agencies for their continued support.

For and on behalf of the Board Sanjay Rajgarhia

Place : New Delhi Chairman and Managing Director

Dated : July 29, 2024 DIN: 00154167

---

Mar 31, 2015

Dear Members,

The Directors present their 43rd Annual Report together with the audited accounts of the Company for the Financial Year ended March 31,2015.

(Rs. in lacs)

FINANCIAL RESULTS For the Year For the Year Ended Ended 31.03.2015 31.3.2014

Net Sales/ Income from operations 6351.24 8405.58

Other Income 54.38 75.41

Total Income 6405.62 8480.99

Profit before interest, depreciation and exceptional items 112.32 192.16

Less: Interest 109.80 209.76

Gross Profit/(Loss) 2.52 (17.60)

Less: Depreciation 208.70 175.65

Profit/(Loss) before exceptional items (206.18) (193.25)

Less: Exceptional Items 1197.08 -

Profit/(Loss) from ordinary activities before tax 990.90 (193.25)

Less: Provision for income tax

- Current tax (200.00) -

- Deferred tax 19.77 (56.66)

- Income Tax related to previous year (1.70) -

- MAT Credit Entitlement 20.18 -

Net Profit/(Loss) from ordinary activities after tax 829.15 (136.59)

Extraordinary activities (net of tax expenses) - -

Net profit/(loss) 829.15 (136.59)

Add: Balance brought forward from the previous year 518.94 660.21

1348.09 523.62

Appropriations:

- Dividend on Preference Shares 0.65 4.00

- Corporate Dividend Tax 0.11 0.68

- Balance carried forward to Balance Sheet 1325.00 518.94

Total 1325.76 523.62

OPERATIONS

As decided by the Board, the Faridabad operations of the Company were disposed off during the year. The Company is now engaged only in the Corrugated Board and Containers operations.

The Company's operations resulted in a net loss of Rs 206.18 lacs as against Rs 193.25 lacs in the previous year. After exceptional income of Rs 1197.08 lacs there was net profit (before tax) of Rs 990.90 lacs for the year .

RESERVES

Your Company proposes to carry Rs. 80,606,114 to the General Reserves in the Financial Year 2014-15.

EXPANSION AND MODERNIZATION

The Company has been regularly modernizing its Plant & Machinery to improve the productivity and quality of its products.

DIVIDEND

The Company paid an Interim Dividend @ 8% on 50,000 Cumulative Redeemable Preference Shares of Rs.100/- each, for the period from April 1, 2014 to May 30, 2014. All the Preference Shares were redeemed by the Company.

No dividend has been recommended by the Board on Equity Shares in view of the need to conserve financial resources.

PUBLIC DEPOSIT

Our company has not accepted any public deposits during the Financial Year and as such, no amount of principal or interest was outstanding as on March 31, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, is appended to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (c) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:- (a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards had been followed and there are no material departures from the same;

(b) The Directors had 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 as at March 31, 2015 and of the profit and loss of the company for that period;

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

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. All related party transactions during the year 2014-15 are disclosed in Form No. AOC - 2 in ANNEXURE - II. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the Company's website at the link http:// www.perfectpac.com/pdf/Perfectpac%20Limited%20related 20party%20policy.pdf

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable Financial and Operational information, complying with applicable statutes, safeguarding assets from authorized use or losses, executing transactions with proper authorization and ensuring compliance of internal policies.

The Company uses ERP (Enterprise Resource Planning) system to record data for accounting. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. In accordance with the provisions of the Act and the Article of association of the Company, Smt Ruchi Vij was appointed as an Additional Director of the Company w.e.f. 12.02.2015 in order to comply with the requirement of having a woman director in the Board. She holds office as a Director up to the date of the ensuing Annual General Meeting and is eligible for appointment as an independent Non-executive Director.

ii. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

iii. Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Nomination and Remuneration Committee has carried out evaluation of every Director's performance. The Independent Directors, in a separate meeting, has also carried out the performance evaluation of the Non-Independent Directors and the Board as a whole and of the Chairman of the company. The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated. The Directors expressed their satisfaction with the evaluation process.

iv. The Board has, on the recommendation of Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The following policies of the Company are attached herewith marked as Annexure III to this Report.

AUDITORS

Statutory Auditors

At the Annual General meeting held on 29th September, 2014, M/s Jagdish Sapra & Co., Chartered Accountant, were appointed as Statutory Auditors of the Company to hold the office till the conclusion of the 45th Annual General Meeting, subject to annual ratification by the members at the Annual General Meeting in accordance with the provisions of Section 139 of the Companies Act, 2013 and rules there under. Accordingly, the appointment of M/s Jagdish Sapra, Chartered Accountant as statutory auditors of the Company is placed for ratification by the shareholders. In this regard the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors had appointed Mr. Ravi Sharma, Practicing Company Secretary and Managing Partner at RSM & Co. Company Secretaries, as the Secretarial Auditor of the Company to conduct the secretarial audit of the Company for the Financial Year 2014 - 15. The Report of the Secretarial Auditor in Form MR-3 is annexed as 'Annexure IV' to this Report. The Report is self explanatory.

AUDITORS REPORT

The Auditors' Report read with notes to the financial statements is self-explanatory and does not call for any further explanations by the Board. The Auditor's Report does not contain any qualification, reservation or adverse remark.

DISCLOSURES

AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with Companies Act, 2013 and Listing Agreement. The Committee comprises of Independent Directors namely Shri S L Keswani (Chairman), Shri Harpal Singh Chawla and Smt Ruchi Vij, as other members.

The composition, role, functions and powers of the Audit Committee are in accordance with the applicable laws and the listing agreements with the Stock Exchange. To comply with the requirement of Companies Act, 2013, the Audit Committee was constituted at current Financial Year (2015-16).

VIGIL MECHANISM

The Company has a Whistle Blower Policy to deal with instance of unethical behavior, actual or suspected fraud or violation of the company's code of conduct.

The Policy on Vigil Mechanism/ Whistle Blower may be accessed on the Company's website at the link http:// www.perfectpac.com/pdf/WBP%20(1).pdf .

BOARD MEETINGS DURING THE FINANCIALYEAR 2014-15

The Board of Directors duly met 6 (Six) times in respect of which proper notices were given and the proceedings were properly recorded and signed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act,

2013 are given in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

Particulars of remuneration paid to the employees as required to be disclosed under section 197(12) of the Act read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014, are set out in Annexure V attached hereto and form part of this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure VI.

CORPORATE GOVERNANCE

The Company has implemented several best Corporate Governance practices which are mandatory as per the provisions of Companies act, 2013. A separate section on Corporate Governance practices followed by the Company, is attached to the Report on Corporate Governance as Annexure VII to this Report.

GENERAL

No significant or material orders were passed by the regulators or Courts or Tribunals which impact the going concern status and Company's operation in future.

APPRECIATION

Your Directors gratefully acknowledge the whole hearted support given by the customers, suppliers, shareholders, employees, governments, financial institutions, banks, and we look forward to their continued co-operation and best wishes in our Endeavour to steer your company towards greater heights.

for and behalf of the Board

Place : New Delhi R. K. RAJGARHIA

Dated:August 12, 2015 Chairman

---

Mar 31, 2014

To the Members,

The Directors present their 42nd Annual Report and Audited Accounts of the Company for the year ended 31 st March, 2014.

(Rs. in lacs) FINANCIAL RESULTS For the Year For the Year ended ended 31.03.2014 31.03.2013

Net Sales/Income from operations 8405.58 9726.90

Other Income 75.41 103.30

Total Income 8480.99 9830.20

Profit before interest, depreciation and exceptional items 192.16 478.06

Less: Interest 209.76 262.11

Gross Profit/(Loss) (17.60) 215.95

Less: Depreciation 175.65 189.03

Profit/(Loss) before exceptional items (193.25) 26.92

Less: Exceptional items - -

Profit/(Loss)from ordinary activities before tax (193.25) 26.92

Less: Provision for income tax

- Current Tax - 5.25

- Deferred tax (56.66) 3.06

- Income Tax related to previous year - 2.77

- MAT Credit Entitlement - (5.25)

Net profit/(Loss) from ordinary activities after tax (136.59) 21.09

Extraordinary activities (net of tax expenses) - -

Net profit/(Loss) (136.59) 21.09

Add: Balance brought forward from previous year 660.21 643.80

523.62 664.89

APPROPRIATION

Dividend on Preference Shares 4.00 4.00

Corporate dividend tax 0.68 0.68

Balance carried to balance sheet 518.94 660.21

523.62 664.89

Earnings per share (Rs.) (10.61) 1.23



OPERATIONS AND PROSPECTS

The Profitability of the Company during the year was adversely affected due to overall sluggish economic conditions. The turnover has decreased from Rs.97.27 Crore to Rs.84.06 Crore and poor off take of it''s products and rising input costs have resulted in a Net Loss (before tax) of Rs.193.25 lacs during the year. The Management is in the process of disposing off the assets of the Faridabad Plant and repay it''s long term and short term debts to reduce the interest burden of the Company.

DIVIDEND

The Company paid an interim dividend @ 8% on 50000 Cumulative Redeemable Preference Shares of Rs.100/- each, for the period from April 1, 2013 to March 31, 2014 declared by the Board of Directors.

No dividend has been recommended by the board on Equity Shares in view of the need to conserve financial resources.

DIRECTORS

Shri R K Rajgarhia retires by rotation and being eligible offer himself for re-appointment.

Shri Harpal Singh Chawla was appointed as an Additional Director by the Board on 06.02.2014. His appointment as Additional Director is valid till the commencement of the forthcoming Annual General Meeting. The Company has received a notice u/s 160 of the Companies Act, 2013 from a member of the Company signifying his intention to propose the appointment of Shri Harpal Singh Chawla as an Independent Director of the Company.

AUDITORS'' REPORT

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

AUDITORS

M/s Jagdish Sapra & Co., Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not invited any deposits from public during the year under the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES

No employee has been paid a remuneration exceeding Rs.60,00,000/- in a year or Rs.5,00,000/- in a month during the year under review which require disclosure under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby state:

That in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures.

That 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 profit or loss of the Company for that period.

That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

That the Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required Under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed.

ACKNOWLEDGMENT

Yours Directors wish to place on record their appreciation for the support and co-operation which the Company continues to receive from it''s valued Customers, Government Authorities, Bankers, the Members of the Company and its Employees.

By Order of the Board for Perfectpac Limited

PLACE: NEW DELHI R. K. RAJGARHIA DATED: August 13, 2014 Chairman Din:-00141766

---

Mar 31, 2013

To the Members,

The Directors present their 41st Annual Report and Audited Accounts of the Company for the year ended 31st March, 2013.

(Rs. in lacs)

FINANCIAL RESULTS For the Year For, the Year Ended Ended 31.03.2013 31.3.2012

Net Sales/Income form operations 9726.90 9095.14

Other Income 106.31 38.90

Total Income 9833.21 9134.04

Profit before interest, depreciation and exceptional items 478.06 502.65

Less: Interest 262.11 201,54

Gross Profit 215.95 301.11

Less: Depreciation 189.03 164.85

Profit before exceptional items 26.92 136.26

Less: Exceptional items

Profit from ordinary activities before tax 26.92 136.26

Less: Provision for income tax

Current Tax 5.25 26.00

Deferred tax 3.06 16.93

Income Tax related to previous year 2.77 0.05

- MAT Credit Entitlement 5.25

Net profit from ordinary activities after tax 21.09 93.28

Extraordinary activities (net of tax expenses)

Net profit/(Loss) 21.09 93.28

Add: Balance brought forward from previous year 643.80 555.1.7

664.89 648.45

APPROPRIATION .

Dividend on Preference Shares 4.00 4.00

Corporate dividend tax 0.68 0.65

Balance carried to balance sheet 660.21 643.80

664.89 648.45

Earning per share (Rs.) 1.23 6.65

OPERATIONS AND PROSPECTS

Due to overall dull economic conditions the operations of the Company for the period under review were adversely affected resulting in sharp drop in profitability. Though the turnover has increased of from Rs. 90.95 Crore to Rs. 97.27 Crore, there was no growth inhales volumes. This coupled with sharp increase in Power, Fuel and Interest costs led to significant drop in the net profit after fex from Rs.93.28 lacs to fls.2^.t)9 lack- During the current year, the sluggish economic conditions and pricing pressures continue to prevail, adversely affecting the working of the Company. The Management is making vigorous efforts to counter these factors and improve the working of the Company.

DIVIDEND

The Company paid an interim dividend @ 8% on 50000 Cumulative Redeemable Preference Shares of Rs.100/- each, for the period from April 1,2012 to March 31, 2013 declared by the Board of Directors. No dividend has been recommended by the board on Equity Shares in view of the need to conserve financial resources.

DIRECTOR

Shri S L Keswani retires by rotation and being eligible offer himself for re-appointment.

Shri T N Chaturvedi resigned from the Board of the Company with effect from 07.05.2013: Your Directors place on record their deep appreciation of the extensive and valuable contribution made by Shri T.N Chaturvedi during; his long association with the Company. "

AUDITORS'' REPORT

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

AUDITORS

M/s Jagdish Sapra & Co., Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not invited any deposits from public during the year under the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES

No employee has been paid a remuneration exceeding Rs.60,00,000/- in a year or Rs.5,00,000/- in a month during the year under review which require disclosure under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby state:

That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

That 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 profit or loss of the Company for that period.

That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. That the Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required Under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars inlhe Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed.

ACKNOWLEDGMENT

Yours Directors wish to place on record meir appreciation for the support and co-operation which the Company continues to receive from it''s valued Customers, Government Authorities, Bankers, the Members of the Company and its Employees.

By Order of the Board for Perfectpac Limited

PLACE: NEW DELHI R.K. RAJGARHIA

DATED: August 13, 2013 Chairman

---

Mar 31, 2012

The Directors present their 40th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2012.

(Rs. in lacs)

FINANCIAL RESULTS For the Year For the Year

Ended Ended

31.03.2012 31.03.2011

Net Sales/Income form operations 9095.14 9421.39

Other Income 38.90 40.71

Total Income 9134.04 9462.10

Profit before interest, depreciation and exceptional items 471.15 531.37

Less: Interest 170.04 165.16

Gross Profit 301.11 366.21

Less: Depreciation 164.85 170.68

Profit before exceptional items 136.26 195.53

Less: Exceptional items _ -

Profit from ordinary activities before tax 136.26 195.53 Less: Provision for income tax

- Current Tax 26.00 54.00

- Deferred tax 16.93 10.50

- Income Tax related to previous year 0.05 _

Net profit from ordinary activities after tax 93.28 131.03

Extraordinary activities (net of tax expenses) - -

Net profit/(Loss) 93.28 131.03

Add: Balance brought forward from previous year 555.17 428.80

648.45 559.83

APPROPRIATION

Dividend on Preference Shares 4.00 4.00

Corporate dividend tax 0.65 0.66

Balance carried to balance sheet 643.80 555.17

648.45 559.83 Earning per share (Rs.) 6.65 9.49

OPERATIONS AND PROSPECTS

Due to overall dull economic conditions the operations of the Company for the period under review were

adversely affected resulting not giving good results. The turnover has declined of 3.46% (from Rs. 94.21 crore to Rs. 90.95 Crore). The net profit after tax declined by 28.81% (from Rs.131.03 lacs to Rs.93.28 lacs).

Yours Directors expect improved working results during the current year.

DIVIDEND

The Company paid an interim dividend @ 8% on 50000 Cumulative Redeemable Preference Shares of Rs.100/- each, for the period from April 1, 2011 to March 31, 2012 declared by the Board of Directors.

No dividend has been recommended by the board on Equity Shares in view of the need to conserve financial resources.

DIRECTORS

Shri R K Rajgarhia and Shri T N Chaturvedi retire by rotation and being eligible offer themselves for re- appointment.

Shri R K Chopra resigned from the Board of the Company with effect from 30.05.2012.Yours Directors place on record their deep appreciation of the extensive and valuable contribution made by Shri R.K Chopra during his long association with the Company.

AUDITORS' REPORT

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

AUDITORS

M/s Jagdish Sapra & Co., Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not invited any deposits from public during the year under the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES

No employee has been paid a remuneration exceeding Rs.60,00,000/- in a year or Rs.5,00,000/- in a month during the year under review which require disclosure under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby state:

That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

That 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 profit or loss of the Company for that period.

That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

That the Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required Under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed.

ACKNOWLEDGMENT

Yours Directors wish to place on record their appreciation for the support and co-operation which the Company continues to receive from it's valued Customers, Government Authorities, Bankers, the Members of the Company and its Employees.

By Order of the Board

for Perfectpac Limited

PLACE: NEW DELHI R.K. RAJGARHIA

DATED: August 14, 2012 Chairman

---

Mar 31, 2011

To the Members,

The Directors present their 39th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2011.

(Rs. in lacs)

FINANCIAL RESULTS For the Year For the Year Ended Ended 31.03.2011 31.3.2010

Income form operations 9966.57 9069.96

Other Income 40.71 16.41

Total Income 10007.28 9086.37

Profit before interest, depreciation and exceptional items 531.37 508.58

Less : Interest 165.16 177.37

Gross Profit 366.21 331.21

Less : Depreciation 170.68 135.50

Profit before exceptional items 195.53 195.71

Less : Exceptional items - 24.28

Profit from ordinary activities before tax 195.53 171.43

Less : Provision for income tax

- Current Tax 54.00 50.00

- Deferred Tax 10.50 12.65

- Income Tax & Fringe benefit tax related to previous year - 0.27

Net profit from ordinary activities after tax 131.03 108.51

Extraordinary activities (net of tax expenses) - -

Net profit/(Loss) 131.03 108.51

Add : Balance brought forward from previous year 428.80 324.97

559.83 433.48

APPROPRIATION

Dividend on Preference Shares 4.00 4.00

Corporate dividend tax 0.66 0.68

Balance carried to balance sheet 555.17 428.80

559.83 433.48

Earning per share (Rs.) 9.49 10.78

OPERATIONS AND PROSPECTS

The operations of the Company for the period under review were satisfactory and the Company was able to maintain a reasonable growth over the previous year. The turnover has registered an increase of 10.16% (from Rs. 90.47 crore to Rs. 99.66 Crore). The net profit after tax increased by 20.75% (from Rs. 108.51 lacs to Rs.131.03 lacs).

During the current year the demand for the Company's products is sluggish and the sales have been lower than the corresponding period of the previous year. The Company is making all efforts to boost the sales and improve efficiencies so as to maintain the profitability.

DIVIDEND

The Company paid an interim dividend on 50000, 8% Cumulative Redeemable Preference Shares of Rs.100/- each, for the period from April 1, 2010 to March 31, 2011 declared by the Board of Directors.

No dividend has been recommended by the board on Equity Shares in view of the need to conserve financial resources.

DIRECTORS

Shri R K Chopra and Shri S L Keswani retire by rotation and being eligible offer themselves for re- appointment.

AUDITORS'REPORT

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

AUDITORS

M/s Jagdish Sapra & Co., Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not invited any deposits from public during the year under the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES

No employee has been paid a remuneration exceeding Rs.60,00,000/- in a year or Rs.5,00,000/- in a month during the year under review which require disclosure under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby state:

1) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2) That 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 profit or loss of the Company for that period.

3) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) That the Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required Under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed.

ACKNOWLEDGMENT

Yours Directors wish to place on record their appreciation for the support and co-operation which the Company continues to receive from it's valued Customers, Government Authorities, Bankers, the Members of the Company and its Employees.

By Order of the Board for Perfectpac Limited

PLACE: NEW DELHI SANJAY RAJGARHIA DATED: August 10, 2011 Managing Director

---

Mar 31, 2010

The Directors present their 38th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2010.

(Rs. in lacs)

FINANCIAL RESULTS For the Year For the Year Ended Ended 31.03.2010 31.3.2009

Income form operations 9069.96 8,339.84

Other Income 16.41 11.51

Profit before interest, depreciation and exceptional items 508.58 415.65

Less: Interest 177.37 174.13

Gross Profit 331.21 241.52

Less: Depreciation 135.50 126.87

Profit before exceptional items 195.71 114.65

Less: Exceptional items 24.28 24.28

Profit from ordinary activities before tax 171.43 90.37

Less: Provision for income tax:-

Current Tax 50.00 13.50

Deferred tax 12.65 20.62

Fringe benefit tax - 4.30

Income Tax & Fringe benefit tax related to previous year 0.27 1.17

Net profit from ordinary activities after tax 108.51 50.77

Extraordinary activities (net of tax expenses)

Net profit/(Loss) 108.51 50.77

Add: Balance brought forward from previous year 324.97 330.04

433.48 380.81

APPROPRIATION

Dividend on Preference Shares 4.00 4.99

Corporate dividend tax 0.68 0.85

Capital Redemption Reserve

(on Redemption of Preference Shares) - 50.00

Balance carried to balance sheet 428.80 324.97

433.48 380.81

Earning per share (Rs.) 10.78 6.42



OPERATIONS AND PROSPECTS

The operations of the Company for the period under review have shown significant improvement. The

turnover has registered an increase of 8.55% (from Rs. 83.35 crore to Rs. 90.47 Crore). The net profit

after tax increased by 113 73% (from Rs.50.77 lacs to Rs.108.51 lacs) by focusing on efficiency

improvement.

During the current year the Company expects satisfactory working results.

DIVIDEND

The Company paid an interim dividend on 50000, 8% Cumulative Redeemable Preference Shares of

Rs.100/- each, for the period from April 1, 2009 to March 31, 2010 declared by the Board of Directors.

No dividend has been recommended by the board on Equity Shares in view of the need to conserve financial resources.

RIGHTS ISSUE

During the year your company has issued 6,65,950 equity shares of Rs.10/- each for cash at a premium of Rs.15/- (Issue Price of Rs. 25/-) per Equity Share on rights basis to the existing Equity Shareholders in the ratio of 1 (One) Equity Share for every 1 (One) Equity Share (1:1).

DIRECTORS

Shri R K Rajgarhia and Shri T N Chaturvedi retire by rotation and being eligible offer the mselves for re- appointment. AUDITORS REPORT

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

AUDITORS

M/s Jagdish Sapra & Co., Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not invited any deposits from public during the year under the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES

No employee has been paid a remuneration exceeding Rs.24.00 lacs in a year or Rs.2,00 000/- in a month during the year under review which require disclosure under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby state:

1) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2) That 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 profit or loss of the Company for that period.

3) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) That the Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required Under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies

(Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to

conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed.

ACKNOWLEDGMENT

Yours Directors wish to place on record their appreciation for the support and co-operation which the

Company continues to receive from its valued Customers, Government Authorities, Bankers, the Members

of the Company and its Employees.

By Order of the Board

for Perfectpac Limited

PLACE: NEW DELHI R. K. RAJGARHIA

DATED: August 7, 2010 Chairman