Apt Packaging Ltd Directors Report.

To,

The Members of Apt Packaging Limited

Dear Shareholders

The Directors are pleased to present Thirty Seventh Annual Report on the performance of the company for the financial year ended on 31st March2017.

1. Financial Highlights

(Rs in Lakhs)

PARTICULARS YEAR ENDED ON 31.03.2017 YEAR ENDED ON 31.03.2016
Sales and other Income 3525.62 3160.66
Less: Operating Expenses 2763.34 2483.09
Profit before Interest and Depreciation 762.28 677.57
DEDUCTIONS
Interest 306.30 359.98
Depreciation & Impairment 266.23 257.63
Operational Profit before Tax 189.75 59.97
Previous Year Income / Expenses (34.95) 180.51
Net Profit / (Loss) 154.80 241.00
Extra ordinary items - Profit on Sale of Fixed Assets 0.00 0.29
Income Tax 0.00 0.00
NET PROFIT FOR THE YEAR 154.80 240.76

2. Performance of the Company during the Financial Year:-

Our focus of customer during the year has resulted in improved overall capacity utilization. This has improved our turnover from 3160.60 lakhs of previous year to 3526.62 lakhs this year, an increase of around 11.5% in spite of demonetization effect.

3. Material Changes:-

During the period from 1st April, 2017 to 10,h August, 2017 there is no material changes except low sales due to GST implementation by our customers for the month of May,

June and July. However from the month of August the order position has improved substantially.

4. Dividend

In view of the unavailability of the sufficient profits, the Board of Directors Expresses its inabiity to declare any dividend for the year ended 31SI March, 2017.

5. Reserves

During the year under review no amount has been carried to any reserve.

6. Significant and Material Orders Passed by the Regulators or Courts or Tribunals.

During the year under review company has been received Notice No. 81 dated on 28 Sept 2016of Registrar of Companies, Mumbai and the same has been resolved.

7. Internal Financial Controls.

The Company has a well placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Internal Auditors are an integral part of the internal control system of the Company. To maintain its objective and independence, the Internal Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and evabate the efficacy and adequacy of internal control systems in the Company.

8. Statutory Auditors

The existing statutory auditor of the Company M/s Rathi & Bangad, Chartered Accountants, Aurangabad are retiring at the forthcoming Annual General Meeting and company is required to appoint the New statutory auditors of the company. The company has received a letter from M/s. Nikhil N. Loya & Co., Chartered Accountants. Aurangabad, having (Firm Registration No. 132280W) mentioning that they are eligible u/s 139 (6) to (9) be appointed as a Statutory Auditor of the Company. The Board recommends the appointment of statutory auditor for the Financial Year 2017-18 subject to the approval of members in upcoming general meeting.

9. Directors Comments on the Statutory Auditors Report:

1. The disclaimers made by the Statutory Auditors in Point No. 1 (a) under Emphasis of Matter regarding sustainability of the company and preparing the financial statement on going concern basis are self explanatory and which is duly explain under note no 35 under, the head going concern.

2. The disclaimers made by the Statutory Auditors in Point No. 1 (b) under Emphasis of Matter regarding certain un-implemented portion of sanctioned scheme the management is regularly pursuing the matter with the respective authority to Implement the judgment of Honble BIFR and the Honble High Court in this regard.

3. The disclaimers made by the Statutory Auditors in Point No. 1 (c) under Emphasis of Matter regarding in respect of confirmation and reconciliation of various debtors creditors and various statutory dues. The company is following system of perpetual confirmation and reconciliation and accordingly ail the accounts are reconciled and adjusted as and when a note of discrepancy is receive from the concern persons.

4. The disclaimers made by the Statutory Auditors in Point No. 8 under Annexure A to the Auditors Report regarding delay in repayment Loans to Banks up to 29 days. The management is under impression that after demanding the installment thee 30 days grace period will be allowed and accordingly the payment has been made in time. However, in future the due care will be taken to make the payment in time.

5. The disclaimers made by the Statutory Auditors in Point No. 9 under Annexure A to Auditors Report regarding inter Corporate Loans. The inter Corporate deposits accepted or loan taken is to maintain the any shortfall in means of finance according to terms and condition stipulated by the bankers. The inter corporate deposits taken is for long term and accordingly grouped under long term liability.

10. Extract of the Annual Return

In accordance with requirements under Section 134(3) (a) of the Companies Act, 2013, the details foiming part of the extract of the Annual Return in form MGT 9 is enclosed with Board Report.

11. Conservation of Energy, Technology Absorption and Foreign exchange Earnings and Outgo:-

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows.

A) Conservation of energy:

(i) The steps taken or impact on conservation of energy; The Company consistently pursues reduction in energy consumption in its manufacturing process on an ongoing basis. The Company have been granted monetary Incentive from Govt. of Maharashtra for energy saving.

(ii) The steps taken by the company for utilizing alternate sources of energy; The Company has not taken any efforts for alternate source of energy due to financial constraints and also as the energy consumption is very low as compared to turnover.

(iii) The capital investment on energy conservation equipment; No investment during the year.

(B) Technology absorption:-

(i) The efforts made towards technology absorption; The Company has installed new Plant & Machinery with new technology during the year

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) Foreign exchange earnings and Outgo; Foreign Exchange earning of the Company is Rs.492.43 Lakhs for the year under review, whereas the outgo is Rs.427.46 Lakhs.

10. Change in Directors;

A) Changes in Directors and Key Managerial Personnel

The details about the changes in the directors or key managerial personnel as under;

Designation: During the year company has not changed in designation of any director of the company.

Appointment:-

During the year company has appointed Key Managerial Personnel as under:-

Sr No Name of the person Designation Date of Appointment
01. Ms. Diwani Koshta Company Secretary 11th Feb, 2017

Aopointment after the Closing of Financial Year:-

Sr No Name of the person Designation of KMP Date of Appointment
01. Mr. Satish Sharma Chief Financial Officer lSI June, 2017

Re-appointment :-During the year Shri Sandeep Machhar, director of the company was retiring by rotation and being eligible to offer himself for re-appointment. The Board re-appoints him.

Declaration by an Independent Director(s) and re- appointment;-

A declaration by an independent Director(s) that he/she//they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has taken by the company enclosed. No independent director have completed a term of five consecutive years on the Board of a Company since their re-appointment as per Companies Act 2013 therefore, no need to pass of a special resolution.

11. Number of Meetings of the Board of Directors: -The Board of Company met Four times during the last financial year.

SR NO TYPE OF MEETING DATE OF MEETING
01. Board of Directors Meeting 30th May72016
02. Board of Directors Meeting 15th August, 2016
03. Board of Directors Meeting 14th November, 2016
04. Board of Directors Meeting 14th February, 2017

12. Audit Committee;-The Audit Committee of the Company met four times during the last financial year.

SR NO TYPE OF MEETING DATE OF MEETING
01. Audit Committee Meeting 29th May, 2016
02. Audit Committee Meeting 14th August, 2016
03. Audit Committee Meeting 13th November, 2016
04. Audit Committee Meeting 13th February, 2017

13. Details Of Establishment Of Vigil Mechanism For Directors And Employees: -During the year Company has established sufficient vigil mechanism for directors and employees to report genuine concerns to disclose.

SR NO NAME OF THE PERSON DESIGNATION
01. Mr. Sandep Machhar Member
02. Mr. G. M. Bothara Member

14. Nomination And Remuneration Committee:-During the year Company has established one remuneration committee for ratifying the remuneration package of directors & employee dated on 09ln duly, 2016.

SR NO NAME OF THE PERSON DESIGNATION
01. Mr. G. M. Bothara Member
02 Mr. B. H. Tapdiya Member
03. Mrs. Rupali Bothara Member

15. Managerial Remuneration: -.

Director Relation-ship with other directors Business relation-ship with APL Loans and advances from APL Sitting fees* Rs. Salary and Perquisites Rs. Commiss ion Rs. Total
Shri Arvind Machhar Related to Shri Sandeep Machhar Promoter NIL Nil 24,80,000 Nil 24,80,000

16. Secretarial Audit Report:-

As per the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Girish Bhandare & Associates, Practising Company Secretaries, Aurangabad to undertake the Secretarial Audit of the Company for the FY 2016-17. The Secretarial Audit Report in Form No MR-3 for the FY 2016-17 is annexed herewith and forms a part of this report.

17. Corporate Governance Certificate :-

The Compliance Certificate from M/s. Rathi & Bangad, Chartered Accounts the auditors of the Company regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report.

18. Risk Management Policy:-

Your Company has been on a continuous basis reviewing and streamlining its various operational and risks involved in its business. Your Company also takes all efforts to train its manpower from time to time to handle and minimize these risks.

19. Directors Responsibility Statement

Pursuant to the provisions of section 134(3) of the Companies Act, 2013, the Board confirms that;-

a) Applicable accounting standards have been followed with explanation for any material departures

b) Selected accounting policies have been applied consistently 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 that period.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

d) The annual accounts are prepared on a going concern basis; and

e) Adequate internal financial controls system consisting of policies and procedures are adopted and adhered by the Company for orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting records and timely preparation of financial statements and review its efficacy. In the opinion of Board such controls are adequate and are operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. Fixed Deposits

Your company has not accepted any deposited under section 73 of the Companies Act 2013 during the period under Review.

21. Nature of Business:-

There has been no change in the nature of business of the Company.

22. Industrial Relations :-

The Company enjoyed cordial relations with its employees at ail levels. Your Directors appreciate the support and co-operation provided by all the employees.

23. Policy against the Sexual Harassment at Workplace:-

Pursuant to the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an Internal Complaints Committee. The following is a summary of sexual harassment complaints received and disposed off during the year

No. of complaints received; Nil No. of complaints disposed off: NA

24. Acknowledgements:-

Your Directors are pleased to express their gratitude for all the co-operation and assistance received from bankers, members, customers, vendors, various Government authorities and employees for their support and faith in the Company.

By order of the board
Place: Aurangabad Mr. Arvind Machhar Mr. Sandeep Machhar
Date: 10.08.2017 Managing Director Director
CIN; L24100MH1980PLC022746 Din:-00251843 DIN:-00251892