To,
The Members of
APT Packaging Limited
Aurangabad
Dear Members,
The Directors are pleased to present their 43rd Annual Report on the performance of the
Company for the financial year ended on 31st March, 2023.
1. FINANCIALPERFORMANCE:
(Amount in Lakh)
| PARTICULARS |
|
For the year ended March 31, 2022 |
| Revenue from Operations |
1421.84 |
1279.84 |
| Other Income |
142.36 |
23.52 |
| Total Revenue |
1564.21 |
1303.36 |
| Finance Cost |
186.68 |
173.35 |
| Depreciation and Amortization |
138.12 |
176.08 |
| Profit/(Loss) before Exceptional & Extraordinary items |
(116.08) |
(358.32) |
| Profit before Tax |
(116.08) |
(284.95) |
| Tax Expenses |
- |
- |
| Income Tax- Earlier Period |
- |
- |
| Provision for Tax (Including Deferred Tax) |
- |
- |
| Profit/(Loss) after tax for the year |
(116.08) |
(284.95) |
2. OPERATIONS:-
During the year under review company has achieved 1421.84 Lakhs turnover against the
previous year of 1279.84 Lakhs. The company has booked loss of Rs. (116.08) Lakhs as
against the previous year loss of Rs. (284.95) Lakhs.
3. ADOPTION OF IND AS:-
The board of directors adopted mandatory IND-AS from 1st October, 2022.
4. DIVIDEND:
During the year under review your Board of Directors do not recommend dividend for the
financial year 2022-23.
5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNIGS AND
OUT-GO:
1. Conservation of Energy: The Company has installed the advanced machineries at
its Haridwar base plant which consumed lower energy as compared to old machines. The
company has replaced all the worn out electric bulbs, lights, LED lights for better
process adopted for starting of plant to that the energy utilization will be minimum.
2. Technology Absorption: The Company has not carried any significant work on
account of technology absorption.
3. Foreign Exchange Earning and Outflow: During the year company has earned 17.58
Lakhs as foreign exchange and total outflow was 05.44 Lakhs towards foreign currency
expenses and other charges.
6. DEPOSIT:-
The Company has not accepted any deposits under section 73 of the Companies Act
2013 from the public during the financial year 2022-23.
7. REMUNERATION TO EMPLOYEES:
None of the directors, employees are getting the remuneration exceeding the prescribed
limit under the Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014; hence, the related information is not provided.
8. DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors wish to inform the members that the Audited Accounts containing
Financial Statements for the year 2022-23 are in full conformity with the requirements of
the Companies Act, 2013. They believe that the Financial Statements reflect fairly, the
form and substance of transactions carried out during the year and present the Companys
financial position and result of operations. These Statements are audited by the Statutory
Auditors M/s. Gautam N and Associates, Chartered Accountants Aurangabad.
i) In the presentation of the financial statements, applicable Accounting Standards
have been followed.
ii) The accounting policies are consistently applied and reasonable, prudent judgment
and estimates are made so as to give a true and fair view of the state of affairs of the
Company at the end of the Financial Year.
iii) That the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
iv) That the Directors had prepared the financial statements on a going concern basis;
and
v) That the Directors had laid down internal financial control system which is followed
by the company and that such internal financial controls are adequate and were operating
effectively.
vi) 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.
9. DIRECTORS COMMENTS ON STATUTORY AUDITORS REPORT
Disclaimers made by the statutory auditors:- The accumulated losses of the Company
have exceeded its net worth. The accounts have, however, been prepared by the management
on a going concern basis, as explained in Note No. 33 to the financial statement. Should,
however, the company be unable to continue as a going concern, the extent of effect of the
resultant adjustments on the assets and liabilities as at the end of the year and on the
loss for the year has not been ascertained presently.
Reply :- The management is of the opinion that The company has not accounted for
the liability of the Utarankhand Sales Tax (UKST) of Rs. 4.82 Lakhs and Central Sales Tax
of Rs.2.04 Lakhs (including interest due from 1st October 2015 For the Financial Year
2015-16). The company has paid Central Sales Tax Rs.4.82 Lakhs through bank; however,
Challan is under tracing due to which the demand is maintained. In respect of UKST,
requisite submission of relevant forms/documents are being made and the company is hopeful
of substantial reduction in liabilities.
Disclaimers made by the statutory auditors:- The company has not provided for sales
tax liability aggregating to Rs.51.38 Lakhs for the financial year 2015-16 and 2016-17 for
the reasons stated in note no - 32 to the financial statements. :-
Reply :- In the opinion of the management, the company has also not accounted for
liability of Rs. 44.52 Lakhs (excluding interest due from 1st October 2016) under
Uttarankhand Sales Tax for the financial year 2016-17. The management is in the process of
submitting certain forms/documents which may result into a reduction of liability.
Disclaimers made by the statutory auditors:- The company has not provided/ paid
interest on delayed payment to parties covered under the provisions of Micro, Small and
Medium Enterprises Development Act, 2006. Refer note no 17.2 to the financial statements:-
Reply:- Interest on account of delayed payment to MSME amounting to Rs. 99,403 has
not been provided due to financial exigencies.
Disclaimers made by the statutory auditors:- The balances of Trade Receivable,
Trade Payable, Unsecured Loans, Employees, Loans and Advances are subject to confirmations
and reconciliation. Refer note no 35 to the financial statements.
Reply:- Certain accounts of Trade Receivable, Trade Payable, Unsecured Loans,
Employees, Loans and Advances are subject to confirmations and reconciliations, if any.
The difference as may be noticed on reconciliation will be duly accounted for on
completion thereof. In the opinion of the management, the ultimate difference will not be
material.
10. AUDITORS:
M/s. Gautam N and Associates, Chartered Accountants were appointed as the Statutory
Auditors of the company under Section 139(1) of the Companies Act, 2013, for a period of 5
years in the 42nd Annual General Meeting held on 29th September 2022 due to term of the
previous auditors comes to an end. Hence, looking into the expertise in the field of
taxation and vast experience board of directors recommended ratification of re-appointment
of M/s. Gautam N. and Associates, Chartered Accountants firm No. 103117W, Aurangabad as a
statutory auditors of the company for further period of one year subject to approval of
members in ensuing annual general meeting of the company.
11. SECRETARIAL AUDITORS:-
The Board of director appointed M/s. Ganesh Palve and Associates, Practicing Company
Secretaries, Aurangabad as a Secretarial Auditors of your Company to issue a Secretarial
Audit Report pursuant to Section 204 of the Companies Act, 2013 for the Financial Year
2022-23. Accordingly the Secretarial Auditors given their reports which is annexed ass Annexure-I
Secretarial Auditors Comments/Observations:-
a. Company is required to adopt mandatory IND -AS for the first two quarter i.e June-
2022 and Septemebr-2022 respectively.
b. Company is required to file Share Holding Pattern & Reconciliation of Share
Audit Report for the first two quarters
c. Company has not furnished Compliance Certificate for first two quarters
d. Company has not maintained website as per requirement of regulations 46 of LODR for
the whole year.
e. Company has not appointed Company Secretary for the period 1st April, 2022 to 30th
June, 2022
f. Company has not filed Statement of Investors Complaints for first two quarters
g. Company has not filed Non-applicability of Corporate Governance Report for first two
quarters
h. Company has not filed intimation of closure of Window for first quarter i.e June-
2022
i. Company has not installed/ taken SDD software till 18th December, 2022 and not
furnishing proper certificate for the first two quarters i.e 30th June, 2022 and 30th
September, 2022 respectively.
j. Company has not paid outstanding ALF for the FY 2021-22 during the year.
k. Company has not given option of dematerialization of shares and inactive ISIN till
20th July, 2022
l. Company has made delay for the first two quarter for outcome and results,
publication, etc.
Management Reply:- *Management of the view that, necessary compliances of the
regulation was made applicable from the second Quarter of the FY 2022-23 due to trading
approval was received in second quarter for which company has already clarified to BSE.
Earlier company was suspended from trading due to procedural reasons till 19th July, 2022.
Management point wise Replies to Secretarial Audit Report-
Point a:- Company has adopted mandatory IND-AS from 1st October, 2022 and the
management is of the opinion that the impact Ind AS would not materially affects the
financial result of a company for first and second quarters due to trading has been
started from mid of second quarter.
Point b:- Company has furnished SHP and Reconciliation of Share Audit Report form
Trading approval i.e from Second quarter of FY 2022-23.
Point c:- Company has furnished Compliance Certificate from Trading approval i.e
from Second quarter of FY 2022-23.
Point d :- Company has maintained functional website since the month March, 2023.
www.aptpackaging.in.
Point e :- Company has appointed Company Secretary on 1st July, 2022.
Point f :- Company has filed Statement of investors since Trading approval i.e from
Sept-2022 Qtr.
Point g :- Company has filed Non-applicability of Corporate Governance Report since
Trading approval i.e from Sept-2022
Point h :- Company has filed intimation of closure of Window from Trading approval
i.e from Sept-2022 Qtr Point i:- Company has installed SSD software as per approval
of board on 18th December, 2022 and filed proper Certificate thereafter to BSE
Point j:- Company has paid pending ALF for the FY 2021-22 recently in the month of
April, 2023 Point k:- Company has given option for dematerialization since 18th
July, 2022 from the trading approval of BSE and active ISIN from 21st July, 2022
Point l:- The application of revocation of suspension was under process in first
two quarter. Now, company has taken care for the timely compliances as the Trading
approval received from BSE
11. RELATED PARTYTRANSACTIONS
The company had entered into certain transaction with the related parties in terms of
the Sec 188 (1) of Companies Act, 2013, and Form AOC- 2 is attached with this report and
form part of this report. The statement of Related Party Transactions is also enclosed as
a Note No. 41 with Balance Sheet.
12. ABSTRACT OF ANNUALRETURN
Extract of the annual return Pursuant to sub-Section(1) of section 92 of the Companies
Act, 2013 and subrule (1) of rule 11 of the Companies (Management and Administration)
Rules, 2014 will be available on the website of the company under link:-
http://www.aptpackag ing.i n/investor/i ndex-46-of-SEBI .html
13. BOARD OFDIRECTORS
The Board of directors consists of following directors:
| SR |
NAME OF DIRECTOR |
DESIGNATION |
| 01. |
Arvind Krishnagopal Machhar |
Managing Director (Executive) |
| 02. |
Sandeep Bhagawatiprasad Machhar |
Director (Non-Executive) |
| 03. |
Balaprasad Harinarayan Tapdiya |
Independent Director |
| 04. |
Ghevarchand Motilal Bothara |
Independent Director |
| 05. |
Rupali Abhijeet Bothara |
Independent Director |
During the year, the Board met on, 30thMay, 2022 (Adj 6th June 11th June & 29th
June & 6th July and 7th July, 2022 respectively), 10thAugust, 2022, 12th November,
2022 (Adj 14th November, 2022), 11th February, 2023 (Adj 14th February, 2023).
14. DECLARATION FROM DIRECTORS AND INDEPENDENT DIRECTORS
All executive directors, Non-executive directors and Independent Director of the
Company, at the first meeting of the Board of directors given a declaration of
non-disqualification and that he or she meets the criteria of independence as provided
under the law and that he or she is not aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could impair or impact his or her ability to
discharge his or her duties with an objective independent judgment and without any
external influence.
15. RISKMANAGEMENT
The Board of the Company has formed a risk management committee to frame, implement and
monitor the risk management plan for the Company. The committee is responsible for
reviewing the risk management plan and ensuring its effectiveness. Major risks identified
by the businesses and functions are systematically addressed through mitigating actions on
a continuing basis.
| Sr No |
Name of the Director |
Designation |
| 01. |
Mr. Arvind Machhar |
Chairman and Managing Director |
| 02. |
Mr. Gheverchand Bothara |
Member - Independent Director |
16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The detailed note regarding guarantees or investments in accordance with section 186 of
the Companies Act, 2013 given in the annual report. The advances to an associates company;
the same has been reported in the financial statement.
17 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)
Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (Permanent, contractual, temporary,
trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off
during the year 2022-23.
| No. of complaints received - |
Nil |
| No. of complaints disposed off- |
Nil |
18. INSURANCE:
All the properties of the Company including Plant & Machinery, Buildings, Vehicles
wherever necessary and to the extent required have been adequately insured.
19. LISTING OF SHARES:
Company has received Trading approval for its 2763467 equity shares vide notice no.
20220718-41 of dated 18th July, 2022 and for its 2500000 equity shares vide notice no.
20220818-3 on 18th August, 2022 respectively from BSE. The trading of 2763467 equity
shares were effected from 20th July, 2022 and Trading of 2500000 equity shares were
effected from 19th August, 2022 respectively.
20. DE-MATERIALIZATIONPROCESS:-
The amendment to Regulation 40 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. According to said Regulation,
requests for effecting transfer of securities shall not be processed unless the securities
are held in the dematerialized form with a depository. In view of the above, Company has
received Letter No. CDSL/OPS/IPO-CA/2022-23/CA- 480974.001 dated 21st July, 2022 for
frozen dematerialized shares of 104219 from Central Depository Services Limited. The ISIN
No. INE046E01025 is now activated and shareholders can convert their physical shares into
dematerialization mode. Beside, company has taken additional connectivity facility for
dematerialization of shares from National Depository Services Limited (NSDL) in addition
to CDSL. Hence, members are informed that to convert their physical shares into
dematerialization mode along with full KYC details in terms of SEBI Circular No.
SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021 read together with SEBI
Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 and
SEBI/HO/MIRSD/MIRSD-PoD-1/CIR/2023/37 dated 16th March, 2023.
As per record of the Registrar and Transfer agent as on date 4474 shares belonging to
50 shares holders are kept in suspense in the absence of their respective demat account is
not traceable as and when these share holders with their details of respective demat
account approaches to the company then company would take the necessary steps to credit
the shares to their respective demat accounts.
21. REPORT ON CORPORATE GOVERNANCE:
As per listing application and regulation of SEBI your company on voluntary basis
prepared a report on Corporate Governance as required under the Listing Agreement with the
Bombay Stock Exchange containing required details are enclosed and forms part of the
report of the Board of Directors on voluntary basis.
22. DETAILS OF APPLICATIONS MADE OR PROCEEDINGS UNDER INSOLVANCY AND BANKRUPTCY CODE
2016:-
During the year under review there were no applications made or proceedings in the name
of the company under the Insolvency Bankruptcy Code, 2016.
23. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:-
During the year under review there has been no one time settlement of loan taken from
Bank and Financial institution.
24. ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the banks, customers, vendors and members during the year under
review. Your director also wish to place on record their deep sense of appreciation for
the services rendered by executive, staff and workers.
|
For and on behalf of the Board |
|
|
Sd/- |
Sd/- |
| Place: Aurangabad |
Arvind Machhar |
Sandeep Machhar |
| Date: 14/08/2023 |
Managing Director |
Director |
|
DIN:00251843 |
DIN: 00251892 |
+91-9892691696
