Directors Report of Stanpacks (India) Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the Thirty Third Annual Report, together with the
Audited Accounts of the Company for the year ended 31^st March 2024

FINANCIAL RESULTS:

The Company’s financial results for the period under review are as follows:

(Rs. In lakhs)

PARTICULARS	2023-24	2022-23
GROSS REVENUE FROM OPERATIONS	2738.14	2893.96
NET REVENUE FROM OPERATIONS & OTHER INCOME	2742.05	2895.08
PROFIT/(LOSS) BEFORE INTEREST & DEPRECIATION	110.18	(17.96)
INTEREST	(100.42)	(105.81)
DEPRECIATION	(36.89)	(34.89)
PROFIT/(LOSS) BEFORE EXCEPTIONAL ITEM	(27.13)	(158.65)
EXCEPTIONAL ITEM	-	-
PROFIT/(LOSS) BEFORE TAX	(27.13)	(158.65)
CURRENT TAX	-	-
DEFERRED TAX	53.86	(6.98)
PROFIT / (LOSS) AFTER TAX	26.74	(165.63)

DIVIDEND:

Considering the current financial position, the Board of Directors has not recommended any
dividend for the financial year 2023-24

REVIEW OF OPERATIONS:

During the year under review, your Company reported Gross Revenue from Operations of Rs
2738.14 lakhs compared to Rs. 2893.96 lakhs during the previous year. During the year, the
Gross Revenue from Operations of the Company has reduced by 5.69% compared to last year
Gross Revenue. Your Company has profits in the year 2023-24 as compared to the previous
year, which shows your Company has taking necessary steps in improving the state of affairs
of the Company and has proposed to achieve much better results in the years to come. The
detailed overview of the Company’s performance during the financial year 2023-24 is given in

Annexure-I to the Directors Report - Management Discussion and Analysis Report.
TRANSFER TO RESERVES:

The Company has made no transfers to reserves during the financial year 2023-24.
MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year to which these financial statements
relate and the date of this report under section 134(3)(l) of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2) of the SEBI Listing (Obligations and Disclosures)
Requirements Regulations, the Management Discussion and Analysis Report is enclosed as

Annexure 1.

WEBLINK OF ANNUAL RETURN

A copy of the Annual Return in accordance with Section 92(3) of the Companies Act, 2013 is
available in the Company’s website at the following link:

https://stanpacks.in/annual-return/

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Sri G.S. Sridhar (DIN: 01966264), Director retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment.

The Board of Directors in their meeting held on 30.04.2024 has approved, subject to the approval
of shareholders at the ensuing Annual General Meeting, the re-appointment of Mr. G.V Gopinath
(DIN: 02352806) as Managing Director and Mr. G.S. Sridhar (DIN: 01966264) as Whole Time
Director, of the Company.

On the recommendation of the Nomination and Remuneration Committee, the Board of
Directors of the Company at their meeting held on 28^th July 2023 have appointed Sri. R. Mohan
(DIN-00982292) as an Additional Director (Independent) of the Company to hold office for five
consecutive years, not liable to retire by rotation, subject to the shareholders of the Company at
the ensuing Annual General Meeting (“AGM”).

Mrs. Mahalakshmi, of the Company had resigned from the position of Company Secretary and
Compliance Officer with effect from 30.04.2024, on personal reason. The Board expressed its
appreciation for her service.

NUMBER OF MEETINGS OF THE BOARD AND BOARDS’ COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies / policies and
review the financial performance of the Company. The Board Meetings are pre-scheduled, and a
tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate
the Directors to plan their schedules.

Meeting	No. of Meeting during the Financial Year 2023-24	Date of the Meeting
Board Meeting	6	24th May 2023, 28th July 2023, 8th November 2023, 29th December 2023, 25th January 2024, 29th March 2024.
Audit Committee	4	24th May 2023, 28th July 2023,8th November 2023, 25h January 2024.
Nomination & Remuneration Committee	2	24th May 2023, 28th July 2023
Share Transfer Committee	NIL

The interval between the two Board Meetings was well within the maximum period mentioned
under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations
Requirements) Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under Section 134(3)(C) of the Companies Act, 2013 the Directors hereby state and
confirm that they have:

a) In the preparation of the annual accounts for the year ended 31^st March 2024, the applicable
accounting standards had been followed along with proper explanation relating to material
departures.

b) They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent, 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 and loss of
the Company for the year ended on that date.

c) They 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.

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

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

f) They have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.

During the year under review, there were no frauds reported by the Auditors on the employees or
officers of the Company under section 143(10) of the Companies Act, 2013.

INDEPENDENT DIRECTORS:

The Company is managed and controlled by a professional Board of Directors with an optimum
combination of Executive, Non-Executive and Independent Directors including one Woman
Director. The Non-Executive Independent Directors fulfill the conditions of independence
specified in Section 149(6) of the Companies Act, 2013. The Company has received the necessary
declaration from each Independent Director of the Company under Section 149(7) of the Act,
that they meet the criteria of independence as laid down in Section 149(6) of the Act.

Whenever new Non-executive and Independent Directors are inducted into the Board, they are
introduced to our Company’s culture through appropriate orientation sessions and they are also
introduced to our organization structure, our business, constitution, board procedures, our major
risks and management strategy. The draft appointment letter for Independent Directors has been
placed on the Company’s website at www.stanpacks.in.

Further, the Independent Directors have included their names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of
the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules,
2014 and have obtained the certificate, either by clearing the self-proficiency test or by claiming
exemption.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent
Directors held a Meeting on 25^th January 2024, without the attendance of Non-Independent
Directors and members of Management.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization program is to update the Directors on the roles, responsibilities, rights and
duties under the Act and other statutes and about the overall functioning and performance of the
Company. The policy and details of the familiarization program is available on the website of
the Company at www.stanpacks.in.

NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a
policy that lays down a framework in relation to remuneration of Directors, Key Managerial
Personnel and Senior Management of the company. The policy also lays down the criteria for
selection and appointment of Board Members.

Nomination & remuneration Policy:

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration
Committee has, inter alia, the following responsibilities:

1. The Committee shall formulate the criteria for determining qualifications, positive attributes,
and independence of a director.

2. The Committee shall identify people who are qualified to become directors and persons who
may be appointed to Key Managerial and Senior Management positions in accordance with
the criteria laid down in this policy.

3. Recommend to the Board, the appointment, and removal of Director, KMP and Senior
Management Personnel.

4. The Board shall carry out evaluations of the performance of every Director, KMP and Senior
Management Personnel at regular intervals (yearly).

5. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and
Senior Management Personnel will be determined by the Committee and recommended to
the Board for approval. The remuneration/ compensation/ commission etc. shall be subject
to the prior/ post approval of the shareholders of the Company and Central Government,
wherever required.

6. Increments to the existing remuneration/ compensation structure may be recommended by
the Committee to the Board which should be within the slabs approved by the Shareholders
in the case of Managerial Personnel.

7. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chief
Executive Officer, Chief Financial Officer, the Company Secretary, and any other employees
for indemnifying them against any liability, the premium paid on such insurance shall not
be treated as part of the remuneration payable to any such personnel. Provided that if such
person is proved to be guilty, the premium paid on such insurance shall be treated as part of
the remuneration.

8. The Non-Executive/ Independent Director may receive remuneration by way of fees for
attending meetings of the Board or Committee thereof provided that the amount of such fees
shall not exceed Rs. One lakh per meeting of the Board or Committee or such amount as
may be prescribed by the Central Government from time to time.

9. Commission to Non-Executive/ Independent Directors may be paid within the monetary
limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the
Company computed as per the applicable provisions of the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was prepared
after taking into consideration of the various aspects of the board’s functioning, composition of
the Board and its committees, culture, execution and performance of specific duties, obligations,
and governance.

The performance evaluation of the Independent Directors was completed. The performance
evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent
Directors. The Board of Director expressed their satisfaction with the evaluation process.

AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by the Board.
Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of the Audit Committee
is given as under:

Composition of Audit Committee:

The Composition of the Audit Committee as on 31^st March 2024 is as follows:

• Sri R.Mohan- Chairman cum Member

• Sri R Sukumar - Member

• Smt Shobha Gupta - Member

• The Company Secretary shall act as the Secretary of the Committee
INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy
on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee (“ICC”)
is in place for all works and offices of the Company to redress complaints received regarding
sexual harassment. The policy on Prohibition Prevention & Redressal of Sexual Harassment is
available on the website of the Company at www.stanpacks.in

During the Financial Year under review, no complaints with allegation of sexual harassment
were filed with the ICC.

VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil
Mechanism policy for directors and employees to report concerns about unethical behaviors,
actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism
also provides for adequate safeguards against victimization of employees who avail themselves
of the mechanism and also provides for direct access by the Whistle Blower to the Audit
Committee. It is affirmed that during the Financial Year 2023-24, no employee has been denied
access to the Audit Committee. The vigil mechanism policy is also available on the Company’s
website.

RISK MANAGEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Company has a risk management
policy in place for identification of key risks to its business objectives, impact assessment, risk
analysis, risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and
integration with strategy and business planning.

The Management identifies and controls risks through a properly defined framework in terms of
the aforesaid policy.

STATUTORY AUDITORS:

M/s Darpan & Associates (FRN:016156S), Chartered Accountants, as the Statutory Auditors
of the Company, for Five (5) consecutive years from the conclusion of the 32^nd AGM till the
conclusion of the 37th AGM, at such remuneration as shall be fixed by the Board of the Company
subject to the approval of the shareholders.

REPORTING OF FRAUDS BY AUDITORS:

There is no fraud reported in the Company during the F.Y. ended 31st March 2024. This is also
supported by the report of the Auditors of the Company as no fraud has been reported in their
audit report for the F.Y. ended 31st March 2024.

COST AUDIT:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies
(Cost Records and Audit) amendment rules, 2014, the Company’s product does not fall under the
purview of Cost Audit from the Financial Year 2014-15. The Company has also intimated the
non-applicability of Cost Audit to the Registrar of Companies.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder,
the Company has appointed M/s. Lakshmmi Subramanian & Associates, Practicing Company
Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for
the year 2023-24 is included as Annexure 2 and forms an integral part of this Report.

The Secretarial Audit Report provided by the Secretarial Auditor, M/s. Lakshmmi Subramanian
& Associates, Practicing Company Secretaries do not contain any observations/qualifications/
adverse remarks.

LOANS, GUARANTEES AND INVESTMENTS:

The Company has not granted a loan or guarantee in respect of a loan to any person or body
corporate or acquisition of shares in other body corporate under section 186 of the Companies
Act, 2013.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm’s
length basis and were in the ordinary course of business. There are no materially significant
related party transactions made by the Company with Promoters, Directors, Key Managerial
Personnel, or other designated persons that may have a potential conflict with the interest of the
Company at large. Thus, disclosure in Form AOC-2 is not required.

The related party transactions as required under Section 134 (3) (h) of the Companies Act 2013,
r/w Rule 8 of the Companies (Accounts) Rules, 2014 are detailed under Notes to accounts
annexed to and forming part of the Balance Sheet of the company.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL
(KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company and Directors is furnished hereunder:

Sl. No	Name	Designation	Remuneration paid. FY 2023-24	Remuneration paid. FY 2022-23	Increase/ Decrease in remuneration from previous year	Ratio / times per median of employee remuneration
1	G.V. Gopinath	Managing Director	19.20	19.20	-	6.70
2	G.S. Sridhar	Whole Time Director and Chief Financial Officer	19.20	19.20	-	6.70
3.	S.Mahalakshmi	Company Secretary	4.60	Nil	-	1.60

Note:

1. The remuneration payable to the KMP / Whole-time directors is in accordance with
the Industry and Geographical standards and as per the Remuneration policy of the
Company.

2. The percentage Increase in the median remuneration of employees in the financial year
is 3.12%.

3. The number of permanent employees on the rolls of the company as of 31st March 2024
is 55

4. The average increase in salaries of employees other than managerial personnel in 2023¬
24 was 1.88%

5. No remuneration is paid to the Independent Directors of the Company other than the
sitting fees of Rs.15,000/- for attending Board / Committee Meetings. The details of
sitting fees paid to the Directors are set out in the Extract of Annual Return which is
available on the website of the Company www.stanpacks.in.

6. *Mrs. Mahalakshmi, Company Secretary was appointed during the financial year 2023¬
24. Hence Remuneration paid to her during the year 2022-23 is NIL and hence, the
disclosures for increase/ decrease of remuneration are not given.

PERSONNEL:

None of the employees of the Company drew remuneration which in the aggregate exceeded
the limits fixed under Section 134(3)(q) read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

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

The Particulars relating to conservation of energy, technology absorption and foreign exchange
earnings and outgo as required under Sec.134(3)(m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014 are enclosed as part of the Report as Annexure - 3.

CORPORATE GOVERNANCE:

As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations and
Disclosures Requirements) Regulations 2015, your Company does not fall under the purview
of complying with the provisions of Corporate Governance. During the year, with the approval
of the Board of Directors, your Company has informed the non-applicability provision to the
Bombay Stock Exchange.

Since the provision of Corporate Governance is not applicable for the entire Financial Year
2023-24, a separate report on Corporate Governance is not disclosed in the Annual Report 2023¬
24

DETAILS OF ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL
INSTITUTION ALONG WITH THE REASONS THEREOF:

During the year under review, there was no instance of a one-time settlement with any Bank or
Financial Institution.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR
ALONG WITH THEIR STATUS AS OF THE END OF THE FINANCIAL YEAR:

No proceedings are pending under the Insolvency and Bankruptcy Code, 2016.

SECRETARIAL STANDARDS OF ICSI:

In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial
Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating
to Meetings of Board of Directors and General Meetings respectively, have been duly complied
with.

CORPORATE SOCIAL RESPONSIBILITY:

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net
worth of Rs.500crore or more, or a turnover of Rs.1,000crore or more or a net profit of Rs.5crore
or more during any financial year are required to constitute a CSR committee and our Company
does not meet the criteria as mentioned above, hence the Company has not constituted any
Corporate Social Responsibility Committee; and has not developed and implemented any
Corporate Social Responsibility initiatives and the provisions of Section 135 of the Companies
Act, 2013 do not apply to the Company.

PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of Section 197 of the Companies Act, 2013
read with Rules 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY
COMPANY:

The Company neither has any holding nor is any subsidiary company, therefore, disclosure
under Section 197 (14) of the Companies Act, 2013 is not applicable.

LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2023-24 to the Bombay
Stock Exchange.

CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will be closed with effect
from 31st July 2024 to 06th August 2024 (both days inclusive).

DEPOSITS:

During the financial year 2023-24, your Company has not accepted any deposit under the
provisions of the Companies Act, 2013 read together with the Companies (Acceptance of
Deposits) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR
REGULATORS OR TRIBUNALS:

During the year, the Company has not received any significant and material orders passed by the
Regulators or courts or tribunals which would affect the going concern status of the Company
and its future operations.

INTERNAL FINANCIAL CONTROLS:

The company has in place an Internal Financial Control system, commensurate with the size &
complexity of its operations to ensure proper recording of financial and operational information
& compliance with various internal controls & other regulatory & statutory compliances. During
the year under review, no material or serious observation has been received from the Internal
Auditors of the Company for inefficiency or inadequacy of such controls.

QUALITY MANAGEMENT SYSTEMS:

Your directors are happy to report that as a commitment to meeting global quality standards,
your company continues to have ISO 9001:2015 quality management systems and a certificate
from Intertek Certification Limited.

FORWARD-LOOKING STATEMENTS:

Statements in this management discussion and analysis describing the Company’s objectives,
projections, estimates and expectations may be ‘forward-looking statements’ within the meaning
of applicable laws and regulations. Actual results may differ substantially or materially from
those expressed or implied. Important factors that could make a difference to the Company’s
operations include economic conditions affecting demand/supply and price conditions in the
domestic and overseas markets in which the company operates, changes in the Government
regulations, tax laws and other statutes and other incidental factors.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS:

Subject to the applicable provisions of the Companies Act, 2013, and applicable law, all
documents, including the Notice and Annual Report shall be sent through electronic transmission
in respect of members whose email IDs are registered in their demat account or are otherwise

provided by the members. A member shall be entitled to request a physical copy of any such
documents.

ACKNOWLEDGEMENT:

Your directors take this opportunity to express their sincere gratitude for the encouragement,
assistance, co-operation, and support given by the Central Government, the Government of
Tamil Nadu, and The Karnataka Bank Ltd. during the year. They also wish to convey their
gratitude to all the customers, Auditors, suppliers, dealers, and all those associated with the
company for their continued patronage during the year.

Your directors also wish to place on record their appreciation for the hard work and unstinting
efforts put in by the employees at all levels. The directors are thankful to the esteemed stakeholders
for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board

Place: Chennai G V Gopinath G S Sridhar

Date: 30^th April 2024 Managing Director Whole Time Director and CFO

DIN: 02352806 DIN: 01966264

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report, together with the Audited Accounts of the Company for the year ended 31st March 2015.

FINANCIAL RESULTS:

The Company's financial results for the period under review are as follows:- (Rs. In lakhs)

particulars 2014-15 2013-14

SALES AND OTHER INCOME 3054.35 2976.42

PROFIT BEFORE INTEREST, DEPRECIATION & TAXES 339.38 193.55

INTEREST 222.68 224.76

DEPRECIATION 111.02 70.70

PROFIT BEFORE TAX (5.89) (103.10)

DEFERRED TAX - -

PROFIT / (LOSS) AFTER TAX (5.89) (103.10)

PROFIT/ (LOSS) OF EARLIER YEARS (431.60) (328.50)

PROFIT / (LOSS) (480.13) (431.60)

DIVIDEND:

Considering the current financial position, the Board of Directors does not recommend any dividend for the financial year 2014-15.

REVIEW OF OPERATIONS:

Amid optimism and rising business sentiments, your Company reported a top-line growth of around 7% increase over previous year. The Gross revenue from operations stood at Rs. 3517.47 lakhs compared with Rs. 3305.83 lakhs in the previous year.

The Operating profit before depreciation and tax (cash profit) stood at Rs. 116.70 lakhs against the cash loss of Rs. 32.40 lakhs in the previous year. Your Company has recorded a Net loss of Rs. 5.89 lakhs against the Net loss of Rs. 103.10 lakhs in the previous year. The accumulated losses have been increased to Rs. 480.13 lakhs resulting in erosion of around 78% of the Networth of the Company.

During the year under review, your Company has achieved the budgeted profit for the year 2014-15. With the change in the depreciation provision as prescribed under the schedule II of the Companies Act, 2013, the Company has incurred an additional depreciation cost resulted with a loss of Rs. 5.89 lakhs for the year.

Your Company has gone ahead with multiple strategies in the year 2014-15 for reducing the working capital difficulties and improving the productivity. Inspite of facing tough challenges during the year viz., volatility in raw material price, increase in power cost and consumables, major changes in the laws and regulations, your Company has performed in an increasing trend achieving the target predetermined for the year and consequently registering an operating profit before depreciation and tax. The continuous working capital support from the bankers and the infusion of funds by the Promoters were also the reasons for the improved performance.

Your management will continue their effort in further improving the performance of the company by expanding market, developing various cost cutting and value engineering measures, concentrating more in value added structure to increase the stability in the competitive market and to increase not only the volume but also profit margins in the coming years.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause 49 of the Listing Agreement with Stock Exchange, the Management Discussion and Analysis Report is enclosed as Annexure- 1.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure - 2 and forms an integral part of this Report.

DIRECTORS:

Pursuant to the provisions of the section 161(1) and section 149 of the Companies Act, 2013 read with the Articles of Association of the company, Smt. Shobha Gupta is appointed as Additional Director and she shall hold office only up to the date of this Annual General Meeting and being eligible offer herself for appointment as Director.

Pursuant to the provisions of the section 161(1) and section 149 of the Companies Act, 2013 read with the Articles of Association of the company, Sri. R. Sukumar is appointed as Additional Director and he shall hold office only up to the date of this Annual General Meeting and being eligible offer himself for appointment as Director.

The Company has pursuant to the provisions of clause 49 of the Listing Agreement entered into with the Stock Exchange and section 149 of the Companies Act, 2013 has appointed Smt. Shobha Gupta and Sri. R. Sukumar as Independent Directors of the Company, to hold office for a term of five years till the conclusion of 29th Annual General Meeting of the Company, subject to the approval of the shareholders in the ensuing Annual General Meeting. The Company has received declarations from the appointee independent directors, that they meet the criteria of independence, as prescribed both under sub-section (6) of section 149 of the Companies Act, 2013 and under the said clause 49 of the Listing Agreement.

Sri. G.P.N. Gupta retires by rotation at the Annual General Meeting and being eligible offers himself for re-appointment.

NUMBER OF MEETINGS OF THE BOARD AND BOARDS’ COMMITTEE:

The details of the number of Board Meetings and the Committee of the Board held during the financial year 2014-15 form part of the Corporate Governance Report.

INDEPENDENT DIRECTORS:

Sri. M.V. Chandrashekar, Sri. S. Ramakrishnan, Sri. M. Ravindra Reddy and Sri. Sanjay Ramaswami who were appointed in 23rd Annual General Meeting as an Independent Director of the Board for a period of five (5) years continue to be in the Board till the period ended 31st March 2019, not liable to retire by rotation.

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Act, that they meet the criteria of independence as laid down in Section 149(6) of the Act.

BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013 and clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Boards' functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under Section 134(3)(C) of the Companies Act, 2013 the Directors hereby state and confirm that they have:

a. In the preparation of the annual accounts for the year ended 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. They 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 loss of the Company for the year ended on that date;

c. They 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;

d. They have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively; and

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

VIGIL MECHANISM:

The Company has established a Whistle Blower Policy / Vigil Mechanism Policy and also established a mechanism for directors and employees to report their concerns. The details of the Policy have been outlined in the Corporate Governance Report. The policy has been uploaded in the website of the Company at www.blissgroup.com

NOMINATION AND REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the company. The policy also lays down the criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the appointment of M/s. M.Srinivasan & Associates, Chartered Accountants as Statutory Auditors of the Company have been approved in the 23rd Annual General Meeting of the Company. They shall hold office until the conclusion of the 26th Annual General Meeting of the Company subject to ratification of their re-appointment by the Shareholders at every AGM. A resolution ratifying the re-appointment of Statutory Auditors forms part of the notice.

INDEPENDENT AUDITOR’S REPORT:

Clarification on Auditor's observation is given below:

'Emphasis of Matter' of the Independent Auditor's Report:

We draw attention to Note No.4 of the notes to accounts to the financial statements prepared on going concern basis which is self explanatory. Our opinion is not modified in respect of this matter.

Managements' Reply;

As mentioned in note no. 4 of notes on accounts, the accumulated losses as on 31st March 2015 has resulted with an erosion of 78% of the Networth of the Company.

The additional depreciation cost incurred during the year due to reassessment of depreciation as per schedule II of the Companies Act, 2013 is the main reason for the loss during the year and the increase in the erosion of Networth of the Company. However, the Company had shown a good improvement in the performance during the year 2014-15 achieving cash profit of Rs. 116.70 lakhs against the cash loss of Rs. 32.40 lakhs in the previous year.

During the year 2014-15, the Company has achieved the budgeted target and the order booking status was also quite good. With the change in the political scenario, the Company is also confident of having a good sale opportunity of its land at Nellore which will bring long term liquidity resulting in reducing the interest burden. Further, with the anticipated big orders, increase in the productivity and marketing capability and the continued financial support from the bankers and the promoters, the Company is confident of achieving better results in the years to come.

COST AUDIT:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) amendment rules, 2014, the Company's product does not fall under the purview of Cost Audit from the financial year 2014-15. The Company has also intimated the non-applicability of Cost Audit to the Registrar of Companies.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Messrs Lakshmmi Subramanian & Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the year 2014-15 is included as Annexure -3 and forms an integral part of this Report.

There is no secretarial audit qualification for the year under review.

LOANS, GUARANTEES AND INVESTMENTS:

The Company has not granted loan or guarantee in respect of a loan to any person or body corporate or acquisition of shares in other body corporate.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

The related party transactions as required under Section 134(3)(h) of the Companies Act 2013, r/w Rule 8 of the Companies (Accounts) Rules, 2014 are detailed under Note 13 - Notes annexed to and forming part of the Balance Sheet of the company.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

(Rs. in lakhs)

Remuneration Remuneration S. No Name Designation paid paid FY 2014-15 FY 2013-14

Whole Time 1 G.S. Sridhar Director-Operation 7.68 Nil*

Chief Financial 2 G.V. Gopinath Officer (KMP) 7.68 Nil*

Company Secretary 3 S.Chandrasekar (KMP) 3.09 NA**



Increase in Ratio / times remuneration per median S. No Name from previous of employee year remuneration

1 G.S. Sridhar Nil* 7.68

2 G.V. Gopinath Nil* 7.75

3 S.Chandrasekar NA** 3.16

Note:

1. The remuneration payable to the KMP / Whole ti me directors are in accordance with the Industry and Geographical standards and as per the Remuneration policy of the Company.

2. The percentage increase in the median remuneration of employees in the financial year is 3.9%

3. The number of permanent employees on the rolls of company as on 31st March 2015 is 50

4. No remuneration is paid to the Independent Directors of the Company other than the sitting fees of Rs.10,000/- for attending Board / Committee Meetings. The details of sitti ng fees paid to the Directors are set out in Corporate Governance Report.

5. Sri. G. Radhakrishna, Managing Director of the Company has revised his remuneration to Rs.10 per month.

6. * Considering the tough financial position of the Company, with the approval of Board of Directors, the Whole time director-Operations and the Chief Financial Officer have waived off their remuneration for the year 2013-14. ** The existing Company Secretary of the Company was appointed only on 26th March 2014 and hence the comparison is not done.

PERSONNEL:

None of the employees of the Company drew remuneration which in the aggregate exceeded the limits fixed under Section 134(3)(q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

conservation of energy, technology absorption and foreign exchange earnings and outgo:

The Particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Sec.134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are enclosed as part of the Report as Annexure - 4.

CORPORATE GOVERNANCE

As prescribed under the Listing Agreement which came into force from 1st October 2014, your Company does not fall under the purview of applicability of clause 49 of the Listing Agreement. During the year, with the approval of Board of Directors, your Company has informed the non-applicability provision to the Bombay Stock Exchange. However, your Company has complied with all mandatory provisions of Corporate Governance as prescribed under the Old Listing Agreement of the Stock Exchanges in which the Company is listed. In line with the requirements of Clause 49 of the listing agreement, a separate report on Corporate Governance, along with a certificate from the Statutory Auditors of the Company is annexed herewith to this report.

LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2015-16 before the due date to the Bombay Stock Exchange.

CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will be closed with effect from 18'*' September, 2015 to 24th September, 2015 (both days inclusive).

FIXED DEPOSITS:

During the financial year 2014-15, your Company has not accepted any deposit under the provisions of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

As required under the provision of Section 74(1)(b) of the Companies Act, 2013 and the explanation given under Rule 19 of the Companies (Acceptance of Deposits) Rules, 2015, your company has repaid the deposits accepted under Companies Act, 1956 with interest, that were repayable upto 30th June 2015. The deposits which are repayable in the period 1st July 2015 to 31st December 2016 amounting to Rs. 14,50,000/- will be repaid with interest on or before their due dates.

AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report.

INTERNAL COMPLAINTS COMMITTEE:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee ("ICC") has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of the complaints received and disposed off during the financial year 2014-15:

a) No. of complaints received: NIL

b) No. of complaints disposed off: NIL

In the meeting held on 28th May 2015, the Board has approved the reconstitution of the Committee with the following members:

1. Ms. Charumathi - Presiding Officer

2. Shri. Anderson - Member cum HR

3. Shri. Thalamuthu Natarajan - Independent Member

4. Ms. P. Pushpavathy - Member

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS OR TRIBUNALS:

During the year, the Company has not received any significant and material orders passed by the Regulators or courts or tribunals which would affect the going concern status of the Company and its future operations.

QUALITY MANAGEMENT SYSTEMS:

Your Directors are happy to report that as a commitment in meeting global quality standards, your company continues to have ISO 9001:2008 quality management systems a certificate from Intertek Certification Limited.

FORWARD LOOKING STATEMENTS:

Statements in this management discussion and analysis describing the Company's objectives, projections, estimates and expectations may be 'forward-looking statements' within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere gratitude to the encouragement, assistance, co-operation and support given by the Central Government, the Government of Tamil Nadu, the Karnataka Bank Ltd. during the year. They also wish to convey their gratitude to all the investors, customers, Auditors, suppliers, dealers and all those associated with the company for their continued patronage during the year.

Your Directors also wish to place on record their appreciation for the hard work and unstinting efforts put in by the employees at all levels.

For and on behalf of the Board

Place : Chennai G. Radhakrishna G.V. Gopinath Date : 13th August 2015 Managing Director Director Finance

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Mar 31, 2014

Dear Members,

The Directors present the Twenty Third Annual Report, together with the Audited Accounts of the Company for the year ended 31st March 2014

FINANCIAL RESULTS:

The Company''s financial results for the period under review are as follows:-

(Rs. in Lakhs)

PARTICULARS 2013-14 2012-13

SALES AND OTHER INCOME 2976.42 2046.75

PROFIT BEFORE INTEREST, DEPRECIATION & TAXES 193.55 47.76 INTEREST 224.76 224.27

DEPRECIATION 70.70 79.80

PROFIT BEFORE TAX (103.10) (257.77)

DEFERRED TAX - -

PROFIT / (LOSS) AFTER TAX (103.10) (257.77)

PROFIT/ (LOSS) OF EARLIER YEARS (328.50) (70.73)

PROFIT / (LOSS) (431.60) (328.50)

DIVIDEND:

Considering the current and accumulated losses of your Company, the Board of Directors is not recommending any dividend for the year 2013-14

REVIEW OF OPERATIONS:

During the year under review, the Company''s gross sales amounted to Rs. 3,305.83 lakhs as against Rs. 2,381.95 lakhs in the year 2012-13. During the year, your Company was able to increase the turnover by 1.4 times and there was a marginal improvement in the overall performance as compared to the previous year.

Your Company has recorded a Net loss after tax of Rs. 103.10 lakhs as against the net loss of Rs. 257.77 lakhs incurred in the previous year. The accumulated losses have increased to Rs. 431.60 lakhs resulting in an erosion of 71% of the Networth of the Company.

Your Company had faced tough situations during the previous two financial years. Lack of orders, global scenario and liquidity were the major factors for the difficult situation and the resultant erosion. The setback faced was also due to under-utilization of capacity which resulted in low production and low sales fill Sept'' 2013. However, the Company was able to increase its performance by increasing its production and sales from the second half of the financial year 2013-14 which resulted in a profitable fourth quarter.

Your Company is thriving hard to improve their Operational performances by implementing various cost-cuffing and value engineering measures in the manufacturing operations. During the year, a detailed study was made on the categorization of the customers, based on the orders and realizations, and the Company concentrated on identifying the customers / orders which gave prompt realizations and the resultant profits.

Further, the Company is taking necessary action for sale of land at Nellore that shall bring long term liquidity into the Company. Your Promoters are continuing their support by bringing funds into the Company.

Considering the above factors and scope during the immediate future, the Management is confident that the performances from the year 2014-15 will see an upward trend.

DIRECTORS:

The Company has, pursuant to the provisions of clause 49 of the Listing Agreement entered into with the Stock Exchange and Section 149 of the Companies Act 2013 has appointed Sri. M.V.Chandrashekar, Sri. S. Ramakrishnan, Sri. Ravindra Madupu Reddy and Sri. Sanjay Ramaswami as an Independent Directors of the Company, to hold office for a term of five years up to March 31, 2019 subject to the approval of the shareholders in the ensuing Annual General Meeting. The Company has received declarations from the appointee independent directors, that they meet the criteria of independence, as prescribed both under sub-section (6) of Section 149 of the Companies Act 2013 and under the said clause 49.

Sri. G.P.N. Gupta retires by rotation at the Annual General Meeting and being eligible offers himself for re-appointment.

The tenure of Sri. G.Radhakrishna, Managing Director comes to an end on 18th November 2014. The tenure of Sri. G.V. Gopinath and Sri. G.S. Sridhar comes to an end on 24th September 2014. The Board has approved and recommended to the Shareholders, their re-appointment for a further period of three years.

STATUTORY AUDITORS:

The Statutory Auditors of the Company, M/s. M.Srinivasan & Associates, Chartered Accountant, Chennai, retire at the ensuing Annual General Meeting, and have confirmed their eligibility and willingness to accept office, if re-appointed.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors recommend the re-appointment of the Auditors, M/s. M.Srinivasan & Associates, Chartered Accountants, Chennai, to hold office from the conclusion of the 23rd Annual General Meeting until the conclusion of the twenty sixth AGM of the Company subject to ratification of their re-appointment by the Shareholders at every AGM. A resolution proposing re-appointment of M/s. M.Srinivasan & Associates as the Statutory Auditors of the Company forms part of the Notice.

INDEPENDENT AUDITOR''S REPORT:

Clarification on Auditor''s observation is given below:

''Emphasis of Matters'' of the Independent Auditor''s Report:

We draw attention to Note No. 3 of the financial statements in this regard on the erosion of 71% of the Networth as on the balance sheet date. The Management is confident of bringing in long term funds by selling the idle land and buildings at Nellore which will results in liquidation of some of the borrowings thereby saving substantial interest cost. The company is also confident of better performance in the current financial year. Our opinion is not qualified in respect of this matter.

As mentioned in note no. 3 of notes on accounts, the accumalated losses as on 31st March 2014 has resulted in erosion of 71% of Networth of the Company. The performance of the Company during the last two financial years was not good. Lack of orders, liquidity issues and global scenario were the major factors for such performance. However, the Company has taken various cost-cuffing and value engineering measures in the manufacturing operations during the financial year 2013-14 which has improved its performance resulting with a profit in the last quarter of the year.

The Company is hoping to get continuous good orders from the year 2014-15. With the change in the political scenario, the Company is confident of having a good sale opportunity of its land at Nellore which will bring long term liquidity resulting in reducing the interest burden. Considering the scope during the immediate future and continuous financial support from the promoters, the management is confident that the performances from the year 2014-15 will see an upward trend.

COST AUDITORS:

Sri Rajesh Sai Iyer, Cost Accountant of Chennai was appointed as a Cost Auditor for the year 2013-14 to conduct Cost Audit and the Cost Audit Report for the year 2013-14 will be filed before the due date.

PERSONNEL:

None of the employees of the Company drew remuneration which in the aggregate exceeded the limits fixed under sub-section (2A) of Section 217 of the Companies Act, 1956.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Sec.217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are enclosed as part of the Report.

CORPORATE GOVERNANCE:

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges in which the Company is listed. In line with the requirements of Clause 49 of the listing agreement, a separate report on Corporate Governance, along with a certificate from the Statutory Auditors of the Company is annexed herewith to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956 the Directors hereby state and confirm that they have:

a) In the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) They 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 loss of the Company for the year ended on that date.

c) They 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; and

d) They have prepared the annual accounts on a going concern basis

FIXED DEPOSITS:

The total amount of fixed deposits from public and shareholders of the company as at 31st March 2014 was Rs.65.75 lakhs. There was no default in repayment of the deposits or interest on the due dates and there was no overdue/unclaimed deposit at the end of the year.

With the provisions of the Companies Act, 2013 coming into effect from 01.04.2014, your Company shall repay all the deposits accepted under Companies Act, 1956 before the prescribed due dates as mentioned in Section 74 of the Companies Act, 2013 and the rules notified thereunder.

INTERNAL COMPLAINTS COMMITTEE:

The Ministry of Child Development and Women have notified the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with effect from 09.12.2013.

As required under section 4 of the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules notified thereunder, an Internal Complaints Committee has been constituted at Stanpacks (India) Limited, Sholavaram Unit on 29.05.2014. The Members of the Committee are as under:

1. Ms. Shobana - Presiding Officer

2. Shri. Anderson - Member Cum HR

3. Shri. Thalamuthu Natarajan - Independent Member

4. Ms. Charumathi - Member

5. Ms. P.Pushpavathy - Member

A Policy of Internal Complaints Committee was approved by the Board of Directors in their Meeting held on 29.05.2014. There have been no cases reported since the time of constitution of the Committee.

QUALITY MANAGEMENT SYSTEMS:

Your Directors are happy to resort that as a commitment in meeting global quality standards, your company continues to have ISO 9001:2008 quality management systems a certificate from Intertek Certification Limited.

FORWARD LOOKING STATEMENTS:

Statements in this management discussion and analysis describing the Company''s objectives, projections, estimates and expectations may be ''forward-looking statements'' within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important factors that could make a difference to the Company''s operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere gratitude to the encouragement, assistance, co-operation, and support given by the Central Government, the Government of Tamil Nadu and Karnataka Bank Ltd. during the year. The Directors appreciate your whole hearted efforts during the year and solicit your continued support and co-operation. They also wish to convey their gratitude to the valued customers, Auditors, customers, suppliers, dealers and all those associated with the company for their continued patronage during the year.

Your Directors also wish to place on record their appreciation for the hard work put in by the employees at all levels.

For and on behalf of the Board

Place : Chennai G. Radhakrishna G.V. Gopinath Date : 12th August 2014 Managing Director Director Finance

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Mar 31, 2013

FINANCIAL RESULTS

The Company''s financial results for the period under review are as follows:

(Rs. in Lakhs)

PARTICULARS 2012-13 2011-12

SALES AND OTHER INCOME 2,046.75 2,197.22

PROFIT BEFORE INTEREST, DEPRECIATION AND TAXES 47.76 307.19

INTEREST 224.27 215.55

DEPRECIATION 79.80 94.10

PROFIT BEFORE TAX (257.77) (4.09)

DEFERRED TAX - -

PROFIT / (LOSS) AFTER TAX (257.77) (4.09)

PROFIT/ (LOSS) OF EARLIER YEARS (70.73) (66.64)

PROFIT / LOSS (328.50) (70.73)

PERFORMANCE

The company''s gross revenue from operations stands at Rs. 2043.39 lakhs, during the previous year performance of the company was sluggish owing to increase in fixed cost incurred due to power shortage and dearth in labor. As progress is impossible without change, the Board of Directors resolved to consolidate the company''s operations to one unit as a measure to curb the significant fixed cost which stood as the major cause of concern for under performance by the company. Despite the fact that the operations have been consolidated Stanpacks has given positive breakthrough by achieving 93% of the revenue generated during the previous year.

The overall losses of the company was due to re-organisation and disposal of unused machinery. The Company has recorded a net loss of Rs.257.77 lacs for the year and has incurred losses in the previous year also, resulting in erosion more than of 50% of Net worth.. The Management is confident that the Company will be able to generate profits in future years and meet its financial obligation as they arise. The Company has restructured the entire operations by discontinuing business areas with very low operating margins, reducing the number of locations to reduce the fixed overhead.

The Company is working in economizing the purchase cost of raw materials to sustain price realization so that there is no loss of margin on account of price fluctuations. The promoters have induced liquidity of rs.168.66 Lacs in the last 2-3 years and will infuse support further. Long term liquidity support will flow in to the company by sale of lands belonging to the company at Nellore which is not being used currently. This would clear all long term loans to the bank which will reduce the interest burden considerably. These initiatives will ensure that 2013-14 will result in consolidation for generating profits in the coming years.

DIVIDEND

In view of the losses, current and accumulated, your Directors do not recommend dividend for the year 2012-2013.

FIXED DEPOSITS

The total amount of fixed deposits from public and shareholders of the company as at 31st March 2013 was Rs. 51.90 lakhs. There was no default in repayment of the deposits or interest on the due dates and there was no overdue/ unclaimed deposit at the end of the year.

DIRECTORS

Sri G.P.N. Gupta and Sri S. Ramakrishnan, Directors retire by rotation at the Annual General Meeting and being eligible offer themselves for re-appointment.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration which in the aggregate exceeded the limits fixed under sub-section (2A) of Section 217 of the Companies Act, 1956.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and Foreign Exchange Earnings and outgo has been set out in Annexure-I of this Report.

CORPORATE GOVERNANCE

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges in which the Company is listed. In line with the requirements of Clause 49 of the listing agreement, a separate report on Corporate Governance, along with a certificate from the Statutory Auditors of the Company is annexed herewith to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors hereby confirm that they have:

- Followed the applicable Accounting Standards in the preparation of the annual accounts along with proper explanation relating to material departures;

- Selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profits of the company for the year under review;

- Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and detecting fraud and irregularities;

- Prepared the accounts for the Financial Year on a "going concern" basis.

STATUTORY AUDITORS

The Directors recommend the appointment of the Auditors of the Company to hold office from the conclusion of the 22nd Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration. The present Auditors M/s. M. Srinivasan & Associates whose tenure comes to an end at the ensuing Annual General Meeting are eligible for re-appointment.

COST AUDITOR

Sri Rajesh Sai Iyer, Cost and Management Accountant has been appointed as Cost Auditor to conduct cost audit pursuant to section 233B of The Companies Act, 1956 for the product covered under MCA Cost Audit Order(s) for the financial year 2013-2014 with the approval of Central Government.

FORWARD LOOKING STATEMENTS

Statements in this management discussion and analysis describing the Company''s objectives, projections, estimates and expectations may be ''forward-looking'' within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important factors that could make a difference to the Company''s operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to the Central Government, the Government of Tamil Nadu and Karnataka Bank Ltd., for their continued support during the year. Your Directors also wish to convey their thanks to the valued customers, employees, Auditors, customers, suppliers, dealers and all those associated with the company for their continued patronage during the year.

For and on behalf of the Board

Place : Chennai G. Radhakrishna G.V. Gopinath

Date : 12th August 2013 Managing Director Director Finance

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Mar 31, 2011

The Members,

The Directors' present the audited accounts of the Company for the financial year ended 31st March 2011.

FINANCIAL RESULTS:

The Company's financial results for the period under review are as follows:- (Rs. In lakh)

PARTICULARS 2010-2011 2009-2010

Sales and other Income 2977.86 2702.32

Profit before Interest, Depreciation & Taxes 319.62 194.86

Interest 197.24 185.73

Depreciation 97.97 98.54

Profit Before Tax 8.51 (90.92)

Deferred Tax - (27.42)

Profit/Loss After Tax 8.51 (63.50)

Profit / Loss of earlier years (75.15) (11.65)

Profit / (Loss) (66.65) (75.15)

DIVIDEND:

The Directors of the Company keeping in view the performance of the Company have not recommended any dividend for the period under review.

DIRECTORS:

Sri M.Ravindra Reddy and Sri M.V.Chandrasekar Directors retire by rotation at the Annual General Meeting and being eligible offer themselves for reappointment.

The tenure of Sri G.V.Gopinath and Sri G.S.Sridhar, Directors comes to an end on 24th September 2011. The Board recommends the Shareholders to re- appoint them for a further period of three years and also recommends the re-appointment of Sri G.Radhakrishna Managing Director of the Company with effect from 19th November 2011 for three years.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company were in receipt of remuneration which in the aggregate exceeded the limits fixed under sub-section (2A) of Section 217 of the Companies Act, 1956.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo has been set out in Annexure-I of this Report.

CORPORATE GOVERNANCE:

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges in which the Company is listed. In line with the requirements of Clause 49 of the listing agreement, a separate report on Corporate Governance, along with a certificate from the Statutory Auditors of the Company is annexed herewith to this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors' hereby confirm that they have:

i) Followed the applicable accounting Standards in the preparation of the annual accounts along with proper explanation relating to material departures;

ii) Selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profits of the company for the year under review;

iii) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and detecting fraud and irregularities;

iv) Prepared the accounts for the financial year on a "going concern" basis.

STATUTORY AUDITORS:

The Directors recommend the appointment of the Auditors of the Company to hold office from the conclusion of the 20th Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration. The present Auditors M/s M.Srinivasan & Associates whose tenure comes to an end at the ensuing Annual General Meeting are eligible for reappointment.

INDUSTRIAL RELATIONS:

Industrial relations continued to be cordial. The Directors place on record their deep appreciation for the sincere and dedicated teamwork by all employees at all levels to meet the quality, cost and delivery requirements of the customers.

FORWARD LOOKING STATEMENTS:

Management Discussion and Analysis forming part of this Report is in compliance with Corporate Governance Standards incorporated in the listing agreement with Stock Exchanges and such statements may be "forward-looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude to the Central Government, the Government of Tamil Nadu and Karnataka Bank Ltd., for their continued support during the year. Your Directors also wish to convey their thanks to the valued customers, employee's dealers for their continued patronage during the year.

For and on behalf of the Board

G.V.Gopinath G.Radhakrishna Director Finance & Marketing Managing Director

Place Chennai Date May 26, 2011

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Mar 31, 2010

The Directors have pleasure in presenting their Report and the Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS:

The salient features of the Companys financial results for the period under review are as follows:-

Rs. In lakhs

2009-2010 2008-2009 Income

Sales and other Income 2702.32 2959.82

Profit before Interest, Depreciation & Taxes 194.86 85.33

Interest 185.73 203.67 Depreciation 98.54 97.43

Profit Before Tax (90.92) (213.86)

Deferred Tax (27.42) (106.24)

Fringe Benefit Tax - 2.10

Profit After Tax (63.50) (109.72)

Profit of earlier years (11.65) 98.07

Profit / (Loss) (75.15) (11.65)



DIVIDEND:

The Directors have not recommended any dividend during the year under review, as the company did not have profits to distribute.

OPERATIONS:

The company made a turnover of 2694.47 Lakhs as against the turnover of 2887.84 lakhs during the previous year. This has resulted in the loss of Rs 64 lakhs. The cost of operation increased due to increase in cost of power on account of power shutdowns and also increase in labour cost. The shifting of the Marasur factory to Chennai has resulted in the loss of production.

The Marasur unit deals with production of agronit bags. The demand for which has greatly reduced. The scope for expansion at Marasur is not inconsonant with the current market situations in Tamil Nadu. Without expansion the cost of running is too high to continue the production there. Considering all these the Board had approved the shifting of the same to Chennai. Thus the plant and machineries in Marasur Unit has been shifted to Chennai Unit.

Regarding Auditors comment in clause xvi of the annexure to the auditors report that "the company has used Rs. 97.98 Lakhs funds on short term basis for long term investment."

The company would like to inform the shareholders that during the year the company had to shift the operation from Marasur (Bangalore) to Chennai for synergy in operation and to consolidate operations. The temporary disruption of production during this period, the cost of relocation initial startup expenses coupled with the additional power requirement cost was the major reason, for this. An amount to the tune of around Rs. 37 Lakhs was invested towards the same.

The benefits of this will accrue to your company during the ensuing financial year. Your company is confident of nullifying this effect during the current fiscal.

It is pertinent here to inform the shareholders that the balance amount was utilised towards Repayment of Term Loan .

DIRECTORS:

Sri. S.Ramakrishnan, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Sri B.Surender, Director retires by rotation at the ensuing Annual General Meeting.

During the year, Dr. G.V.Chalapathi, Managing Director and Sri. G.Muralidhar Director have resigned from the Directorship of the Company. Sri G.Radhakrishna, Joint Managing Director has taken the mantle of the Managing Director from Sri G.V. Chalapathi with effect from April 01,2010. Sri.G.P.N.Gupta, Sri. Rajuswamy and Sri. SanjayRamaswami were appointed as additional directorsand their appointments are valid till the ensuing Annual general Meeting only. Hence their appointment to the board as Non-Executive Directors, liable to retire by rotation are being placed before the shareholders.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company were in receipt of remuneration which in the aggregate exceeded the limits fixed under sub-section (2A) of Section 217 of the Companies Act, 1956.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo has been set out in the Annexure-I to this Report.

CORPORATE GOVERNANCE:

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges in which the Company is listed. In line with the requirements of Clause 49 of the listing agreement, a separate report on Corporate Governance, along with a certificate from the Statutory Auditors of the Company is annexed herewith to this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors hereby confirm that they have:

i) Followed the applicable accounting Standards in the preparation of the annual accounts;

ii) Selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profits of the company for the year under review;

iii) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and detecting fraud and irregularities;

iv) Prepared the accounts for the financial year on a "going concern" basis.

STATUTORY AUDITORS:

The Board of Directors recommend the appointment of the Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration. The present Auditors, M/s.M.Srinivasan & Associates whose tenure comes to an end at the ensuing Annual General Meeting are eligible for reappointment.

INDUSTRIAL RELATIONS:

Industrial relations continued to be cordial. The Directors place on record their deep appreciation for the sincere and dedicated teamwork by all employees at all levels to meet the quality, cost and delivery requirements of the customers.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude to the Central Government and the Government of Tamil Nadu, Karnataka Bank Ltd., for their continued support during the year. Your Directors also wish to convey their thanks to the valued customers, dealers for their continued patronage during the year.

Your Directors acknowledge with appreciation the services rendered by the Executives, Staff and Workers of the Company.



For and on behalf of the Board

Chennai G.Radhakrishna G.V.Gopinath

May 27, 2010 Managing Director Executive Director