Stanpacks (India) Ltd Directors Report

To

The Members

Your Directors have pleasure in presenting the Thirty Third Annual Report, together with the

Audited Accounts of the Company for the year ended 31st March 2024

FINANCIAL RESULTS:

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

PARTICULARS	2023-24	2022-23
GROSS REVENUE FROM OPERATIONS	2738.14	2893.96
NET REVENUE FROM OPERATIONS & OTHER	2742.05	2895.08
INCOME
PROFIT/(LOSS) BEFORE INTEREST &	110.18	(17.96)
DEPRECIATION
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 Companys 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 Companys 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 28th 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 Nomination &	4 2	24th May 2023, 28th July 2023,8th November 2023, 25h January 2024.
Remuneration Committee		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 31st 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: 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 Companys 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 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 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 25th 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 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 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:

The Composition of the Audit Committee as on 31st 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 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:

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 32nd 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 notificationof 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 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 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 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)

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-

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 confirmsthat 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 hasnotreceivedanysignificantand 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 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 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.