Perfectpac Ltd Directors Report

Dear Members,

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

1. FINANCIAL RESULTS

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

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

2. STATE OF COMPANY AFFAIRS & OPERATIONS

The Company is engaged in the business of manufacture of packaging material and operates in one sector only. During the FY 2023-24:-

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

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

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

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

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

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

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

4. TRANSFER TO RESERVES

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

5. DIVIDEND

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

6. CAPITAL STRUCTURE Authorised Share Capital

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

Paid up Share Capital

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

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

7. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company doesnt have any Subsidiary, Joint Venture or Associate Company.

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

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

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

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

Appointment of Directors

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

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

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

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

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

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

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

Appointment of Chairman Emeritus

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

Retirement by rotation and subsequent re-appointment

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

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

Declaration by Independent Directors

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

Annual Performance Evaluation of the Board

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

Meetings of the Board

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

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

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

10. AUDITORS & AUDITORS REPORT

Statutory Auditors

In terms of the provisions of Section 139 of the Act, M/s V S S A & Associates, Chartered Accountants (Firm Registration No. 012421N), were re-appointed as Companys Statutory Auditors by the shareholders at their 50th AGM held on September 15, 2022, for second term of 5 (Five) consecutive years i.e. till the conclusion of the 55th AGM of the Company, to be held in year 2027. The Auditors Report read together with Annexures referred to in the Auditors Report for the FY ended March 31, 2024 does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors

In terms of provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, on recommendation of Audit Committee, had appointed M/s. RSM & Co. (ICSI Firm Registration No.: P1997DE017000), Company Secretaries, to undertake the Secretarial Audit of the Company for the FY 2023-24. The Secretarial Audit Report is attached as Annexure-1 to this report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

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

Internal Auditors

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

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

Reporting of Frauds by Auditors

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

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), with respect to Directors Responsibility Statement, it is hereby confirmed that:-• in the preparation of the annual accounts for the FY ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same; • the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the FY i.e.

March 31, 2024 and of the profit of the Company for the FY ended March 31, 2024;

• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; • the Directors have prepared the annual accounts on a going concern basis; • the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and • the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. INTERNAL FINANCIAL CONTROLS

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

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

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

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

14. CORPORATE SOCIAL RESPONSIBILITY

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

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

15. AUDIT COMMITTEE

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

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

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

16. NOMINATION AND REMUNERATION POLICY

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

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

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

19. RISK MANAGEMENT

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

20. PARTICULARS OF EMPLOYEES

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

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

21. ANNUAL RETURN

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

22. CORPORATE GOVERNANCE

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

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

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

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

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

25. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

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

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

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

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

The Company has Zero Tolerance towards any action on the part of any employee which may fall under the ambit of ‘Sexual Harassment at workplace, and is fully committed to uphold and maintain the dignity of every woman working in the Company. Hence, the Company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

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

No case has been reported during the year under review.

28. OTHER STATUTORY DISCLOSURES

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

• The Companys securities were not suspended for trading during the year.

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

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

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

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

29. COST RECORDS AND AUDIT

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

30. INVESTOR SERVICES

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

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

• There is a dedicated e-mail id complianceofficer@perfectpac.com for sending communications to the Company Secretary and Compliance Officer.

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

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

31. ACKNOWLEDGMENTS

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