stanpacks india ltd share price Directors report

To The Members

Your Directors have pleasure in presenting the Thirty Second Annual Report, together with the Audited Accounts of the Company for the year ended 31^st March 2023

FINANCIAL RESULTS:

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

(Rs. In lakhs)

PARTICULARS	2022-23	2021-22
GROSS REVENUE FROM OPERATIONS	2893.96	3401.99
NET REVENUE FROM OPERATIONS & OTHER INCOME	2895.08	3404.48
PROFIT BEFORE INTEREST & DEPRECIATION	17.96	147.89
INTEREST	105.81	186.23
DEPRECIATION	34.89	38.61
PROFIT BEFORE EXCEPTIONAL ITEM	(158.65)	(76.95)
EXCEPTIONAL ITEM	-	902.55
PROFIT BEFORE TAX	(158.65)	825.60
CURRENT TAX	-	148.53
DEFERRED TAX	6.98	6.76
PROFIT / (LOSS) AFTER TAX	(165.63)	670.31
PROFIT/ (LOSS) OF EARLIER YEARS	218.98	(452.26)
PROFIT / (LOSS)	53.35	218.98

DIVIDEND:

Considering the current financial position, the Board of Directors has not recommended any dividend for the financial year 2022-23

REVIEW OF OPERATIONS:

During the year under review, your Company reported Gross Revenue from Operations of Rs 2893.96 lakhs compared to Rs.3401.99 lakhs during the previous year. During the year, there was a decrease in Gross Revenue from Operations of the Company of 14.93%. There is geopolitical tension in Europe and global slowdown because of the same global recession-inflationresultingin decrease in the total Revenue of the Company during the Financial Year 2022-23. The detail overview of the Company performance in the financial year 2022-23 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 2022-23.

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 Annexure 1.

EXTRACT OF ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on companys website and can be accessed www.stanpacks.in.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Sri G.S. Rajasekar (DIN: 00086002), Director retires by rotation at this Annual General Meeting. Mr. Anup Hegde P, Company Secretary and Compliance Officer of the Company had resigned from his post during the year under review with effect from 14.07.2022. Mrs. C. Rubavathy has been appointed as the Company Secretary and Compliance Officer of the Company by the Board as recommended by the Nomination and Remuneration Committee of the Company with effect from 12 Mrs. C. Rubavathy Company Secretary and Compliance Officer of the Company had resigned from her post during the year under review with effect from 18.03.2023.

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 2022-23	Date of the Meeting
	7	24th May 2022, 24th June 2022,11th August 2022, 3rd
Board Meeting		November 2022, 9th November 2022, 12th January
		2023, 13th February 2023
	5	24th May 2022, 11th August 2022, 9th November
Audit Committee
		2022, 12th January 2023, 13th February 2023
Nomination &	1	12th January 2023
Remuneration
Committee
Share transfer	3	14th July 2022, 7th November 2022, 27th March 2023.
Committee
Stakeholders Grievances	-	No meeting held during the year
Committee

The interval between 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 preparationof the annual accounts for the year ended 31 ^st March 2023, 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 d) They have prepared the annual accounts on a going concern basis. e) They have laid down internal financial internal financial controls are adequate 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.

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

INDEPENDENT DIRECTORS:

The Company is managed and controlled by professional Board of Directors with an optimumcombination of Executive, Non-Executive and Independent Directors including one Woman Director. The Non Executive Independent Directors fulfills 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, laid down in Section 149(6) of the Act.

Whenever new Non-executive and Independent Directors are inducted in the Board, they are introduced to our Companys culture through appropriate orientation session 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 Companys 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 Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 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 13 ^th February 2023, 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, under the Act and other statutes and about the overall functioning and The policy and details of 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 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.

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 persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

3. Recommend to the Board, 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 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 Boards functioning, composition of the Board and its committees, culture, execution and performance The board and the committee were evaluated on various criteria as stated below: 1. Composition of the Board and Committee 2. Understanding of the Company and its business by the Board.

3. Availability of information to the board and committee.

4. Effective Conduct of Board and Committee 6. Monitoring by the Board management effectiveness in implementing strategies, managing risks and achieving the goals. The Board also carried out the evaluation of directors and chairman based on following criteria: 1. Attendance of meetings.

2. Understanding and knowledge of the entity. 3. MaintainingConfidentiality of board discussion.

4. Contribution to the board by active participation. 5. Maintaining independent judgment in the decisions of the Board

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 Audit Committee is given as under:

Composition of Audit Committee:

The Composition of the Audit Committee as on 31 ^st March 2023 is as follows: • Sri R Sukumar Chairman cum Member • Sri S Ramakrishnan 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 the Sexual Harassment of Women at Workplace (Prevention, 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 atwww. 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 2022-23, no employee has been denied access to the Audit Committee. The vigil mechanism policy is also available on the Companys 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:

The Members at the 01st/2022-23 Extra-Ordinary General Meeting (‘EGM) of the Company on Monday, the 13th day of February, 2023 had approved appointment of M/s Darpan & Associates (FRN:016156S), Chartered Accountants, as the Statutory Auditors of the Company to fill up the casual vacancy caused by the resignation tendered by M/s J.V. Ramanujam & Co., (FRN.002947S), to hold office till the conclusion of 32nd Annual General Meeting, on such remuneration plus applicable taxes, and out of pocket expenses, as may be mutually agreed between the Board of Directors of the company and the Statutory Auditors.

The Board of Directors of the Company ("the Board") at theirmeetingheld on Wednesday, 24th May,

2023, considering the experience and expertise and on the recommendation of the Audit Committee, has recommended for the approval of the Members of the Company, appointment of M/s Darpan & Associates (FRN:016156S), Chartered Accountants, as the Statutory Auditors of the Company, for a period of Five (5) consecutive years from the conclusion of this AGM till AGM, at such remuneration as shall be fixed by the Board of the Company subject to the approval of the shareholders.

The matter of their appointment forms part of the notice for the

REPORTING OF FRAUDS BY AUDITORS:

There is no fraud reported in the Company during the F.Y. ended 31st March 2023. This is also being 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 2023.

COST AUDIT:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) amendment rules, 2014, the Companys 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 2022-23 is included as Annexure2 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 does 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. During the Financial Year 2022-23, the Company has invested in shares of M/s. Chennai Plastic Print Lam Association as part of MSME Cluster Scheme.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arms 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 theinterest of the Company at large. Thus, disclosure in Form AOC-2 is not required. The related party transactionsas 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 12 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 in respect of employees of the Company and Directors is furnished hereunder: (Rs. in lakhs)

S. No	Name	Designation	Remuneration paid. FY 2022-23	Remuneration paid. FY 2021-22	Increase /Decrease in remuneration from previous year %	Ratio / times per median of employee remuneration
1	G.V. Gopinath	Managing Director	23.02	17.60	33.10	10.48
		Joint Managing
2	G.S. Sridhar	Director and Chief	23.42	19.20		10.66
					22.01
		Financial Officer
3.	Anup Hedge P	Company Secretary	1.28	* 1.47	-12.77	0.59
4.	**Rubavathy C	Company Secretary	1.68	-	NA	0.77

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 decrease in the median remunerationof employees in the financial year is 4.19% 3. The number of permanent employees on the rolls of company as on 31st March 2023 is 53 4. The average decrease in salaries of employees other than managerial personnel in 2022-23 was 3.70% 5. 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 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. *Only Proportionate salary has been taken in the previous year 7. **During the current year there are changes in KMP (Company Secretary)

PERSONNEL:

None of the employees of the Company drew remunerationwhich 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 2022-23, a separate report of Corporate Governance is not disclosed in the Annual Report 2022-23.

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 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 ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There are no proceedings 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 Directors and General Meetings respectively, have been duly complied with.

CORPORATE SOCIAL RESPONSIBILTY:

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 are not applicable to the Company.

PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of Section 197 of the Companies Act, 2013 read with Rule 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 not applicable.

LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2022-23 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 22 ^nd July 2023 and 28^th July 2023 (both days inclusive).

DEPOSITS:

During the financial year 2022-23, 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 Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of 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 Companys 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 Companys 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 to 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, andallthoseassociatedwiththecompanyfortheircontinuedpatronage 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: 24th May 2023	Managing Director	Joint Managing Direct and CFO
	DIN: 02352806	DIN: 01966264