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Directors Report of Innovative Tech Pack Ltd.

Mar 31, 2016

The directors are pleased to present the 27th Annual Report together with the Audited Standalone and Consolidated Financial Statements of our Company for the year ended March 31, 2016.

OPERATING RESULTS AND BUSINESS PERFORMANCE

( RS, in Lacs)

FINANCIAL RESULTS

2015-16

2014-15

Standalone

Consolidated

Standalone

Sales / Other Income

9100.15

9100.15

7690.25

Gross Profit before interest, depreciation prior Period income and expenditure and impairment Loss and excess provision written back

1663.37

1663.37

1327.21

Interest

397.54

397.54

351.59

Depreciation

587.99

587.99

504.13

Profit / (Loss) before prior period adjustment, exceptional items and Tax

677.84

677.84

471.49

Exceptional items #

216.40

216.40

136.14

Provision for Taxation

90.00

90.00

NIL

Provision for deferred Tax

30.00

30.00

NIL

Profit / (Loss) after Tax

341.44

341.44

335.35

Prior Period Expenses

0

0

0

Net Profit before minority interest

341.44

341.44

335.35

Add: Share of (Losses)/Profit for investment in Associates

N.A

67.44

N.A

Net profit after minority interest

341.44

408.88

335.35

Exceptional items represent expenses in-occurred on major renovation on the industrial unit purchased in Rudrapur. Certain old and un-recoverable balance written off and open issue expenses of Jauss Polymers Limited taken over aggregating to Rs. 216.40 lacs. Hence, profit before tax without considering these exceptional items would have been 677.84 lacs v/s 471.49 lacs in last year, representing a growth of 43.6%.

I am pleased to inform the shareholders that your company has performed remarkably well, as in real terms there is a sales growth of over 40% in quantity terms as compared to last year. In this connection it is informed that there has been substantial reduction in PET prices (our basic raw material) as a result the selling prices automatically reduced so as to pass the benefit to the customer.

PBIDT 1,663.37 v/s 1,327.22 representing an increase of 25.32%.

Further it may be notated that company has taken over Jauss Polymers Limited as associate concern. Jauss Polymers is located in Baddi and is engaged in the same business of manufacturing Pet Bottles and Jars. As per the requirement of relevant accounting standard the share of profit of 67.44 lacs have been consolidated which represents our share in profits of Jauss Limited with affect from 23rd Sept''15 i.e. date of take over.

The above has been made possible to our existing customers such as Dabur, Perfetti, Mother Dairy and many others have increased purchase from us and we were able to induct new customers also.

It is pertinent to inform the shareholders that the company has undertaken massive Capex in the current year in terms of installation of new manufacturing facility at Rudrapur, Baddi and also addition of equipment''s to cater the increased requirement of customers aggregating around 40 Cr. The effect of this Capex will be visible from 2nd half of 2016-17. Hence, your company is bound to grow substantially.

We are also pleased to inform you that company has program for becoming a PAN India Company and for this has planned units in various regions of the country. These units will be state of art and we are in process of marketing tie-ups with various reputed FMCGs of the region.

Company is also planning to diversify into port container services, in Kaki Nada and has already obtained approvals from ministry of service transportation and acquired land also. It will substantially add to the above profitability after it is implemented.

TRANSFER TO RESERVES

Your Company proposes not to transfer any amount to the General Reserve. The Company proposes to retain Rs. 1.7315 cr. in the Profit and Loss account.

DIVIDEND

During the year, Your Company has declared an interim dividend of INR 0.15 per equity shares of face value of INR 1 each to shareholders. Your Directors have considered it financially prudent in the long term interest of the Company to reinvest the profit into the business of the Company to build a strong reserve base and grow the business of the Company. No final dividend has therefore been recommended for the year ended March 31, 2016.

MATERIAL CHANGES AND COMMITMENTS

There was no change in the nature of the business of the Company. There were no material changes and commitments affecting the financial position of the Company between March 31, 2016 and the date of this Report.

OPEN OFFER

The board has a pleasure in informing you that your company has taken over a reputed competitor, i.e. M/s Jauss Polymers Limited, company listed on Bombay Stock Exchange, having ISIN No. INE593O01017, via open offer under the provisions of SEBI (Substantial Acquisition of Shares and Takeover) Regulation, 2011, jointly with our Managing Director, Mr. Ketineni Sayaji Rao. This takeover will have an effect on your company in upcoming years in the form of increase in production capacity substantial increase in competitive market base, and accordingly the sales and profit of the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has One (1) Subsidiary and One (1)associate Company within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013 (“Act”) respectively, as on March 31, 2016. Subsidiary of the Company i.e. Innovative Container Services Private Limited. During the year under review, one company i.e. Jauss Polymers Limited has become the Company''s associates.

CONSOLIDATED ACCOUNTS

The Commercial Production of the Innovative Container Services Pvt. Ltd has not commenced till 31.03.2014. The expenditure incurred during the year i.e., from 04.06.2013 to 31.03.2014 is considered as an intangible asset and is duly capitalized as on 31.03.2014. The said expenditure will be amortized over a period of five years beginning from the year of Commencement of the Commercial Production. Hence, the Profit and Loss Account of Innovative Container Services Private Limited is not prepared and therefore the accounts of Jauss Polymers Limited are Consolidated with the Financial Statements of the

Company are prepared in accordance with the provisions of the Companies Act, 2013 and the relevantAccounting Standards issued by the Institute of Chartered Accountants of India.

DIRECTORS

At the previous Annual General Meeting of the Company held on 30th day of September, 2015 the Company had appointed the existing Directors Ms. Usha Chapparwala Damoder as an Independent Women''s Director of the Company to hold office for a term upto five consecutive years commencing from September 30, 2015.

The Independent Directors of the Company, that are Mr. Atul Nirpraj Barar, Mr. Anil Kul bhushan Barar and Ms. Usha Chapparwal Damoder have submitted their Declaration of Independence, as required persuant to the Section 149(7) of the Companies Act, 2013 stating that they will continue to meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required by the Section 134(3)(c) read with the Section 134(5) of the Companies Act, 2013, your directors state that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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 financial year and of the profit and loss of the company for that period;

(c) The directors had taken a 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;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and if 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.

KEY MANAGERIAL PERSONNEL

The following persons are the Whole-Time Key Managerial Personnel (‘KMP'') of the Company in terms of provisions of Section 203 of the Companies Act, 2013:

a. Mr. Ketineni Sayaji Rao - Managing Director

b. Mr. Sanjay Saigal - Chief Financial Officer

c. Mr. VisheshChaturvedi - Company Secretary

NUMBER OF BOARD MEETINGS

Eleven meetings of the Board of Directors of your Company were held during the year under review.

EVALUATION OF BOARD PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board of Directors has carried out an annual evaluation of its own performance, the Board committees and individual directors. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the diversity of the Board, effectiveness of the board processes, information and functioning etc.

The performances of the committees were evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees and effectiveness of the committee meetings etc. The performance of the individual directors were reviewed on the basis of the criteria''s such as contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

The performances of non-independent directors, the Board as a whole and of the Chairman were evaluated in a separate meeting of the Independent Directors after taking into account the views of executive directors and the non-executive directors.

INTERNAL FINANCIAL CONTROL

The Company has in place an established internal control system to ensure proper recording of the financial &operational information, the compliance of various internal controls and other regulatory/statutory compliances. All Internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on Internal Controls.

STATUTORY AUDITORS

A resolution proposing rectification of M/s KRA & Associates, Chartered Accountants, the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice of the forthcoming 27thAnnual General Meeting of the Company.

DIRECTORS’ VIEW ON AUDITORS’ OBSERVATIONS

The Management responses to the observation of the auditors is explained wherever necessary through appropriate notes to the Accounts is reproduced hereunder in compliance with the relevant legal provisions.

FIXED DEPOSITS

No disclosure or reporting is required in respect to the deposits covered under Chapter V of the Companies Act, 2013, as there were no transactions in respect to the same during the year under review.

RISK MANAGEMENT

There is a continuous process of identifying / managing risks through a Risk Management Process. The measures used in managing the risks are also reviewed. The risks identified by the Company broadly fall in the category of operational risk, regulatory risk, financial & accounting risk & foreign currency related risks. The risk management process consists of risk identification, risk assessment, risk monitoring & risk mitigation. During the year, measures were taken for the minimization of risks and the Board was informed from the time to time. In the opinion of the Board, none of the said risks which have been identified may threaten the existence of the Company.

AUDIT COMMITTEE

The Audit Committee of the Company consists of Mr. Atul Nirpraj Barar, Chairman, Ms. Usha Chapparwal, Mr. Ketineni Satish Rao. The Board of Directors of your Company has revised its terms of reference to make it in line with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules,

2014 is enclosed as Annexure - A, and forms part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in the excess of the limits that set out in the said rules is enclosed as Annexure B1 and forms as part of this report. A statement showing details pertaining to the remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - B2 and forms as part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has made investments in securities of other body corporate(s), the details of which are given in Note 12 to the Financial Statements, which are within the limits prescribed under section 186 of the Companies Act, 2013

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions are in ordinary course of business and at arm''s length, which are not material in nature. All related party transactions are with the approval of the Audit Committee and periodically placed before the Board for review. The prescribed Form AOC-2 is enclosed as Annexure - C, and forms part of this Report. Your directors draw the attention of members to Note 41 to the standalone financial statements which sets out related party disclosures.

EXTRACT OF ANNUAL RETURN

The details forming part of the Extract of Annual Return in prescribed formMGT-9 is enclosed as Annexure-Dand forms part of this Report.

SECRETARIAL AUDIT

The Board has appointed M/s Upender Jajoo & Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year 2015-16 is enclosed here as an Annexure - E and forms part of this Report. The Secretarial Audit Report does not contain any qualifications, reservation or adverse remark.

CORPORATE GOVERNANCE

As per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, Corporate Governance Report along with Auditors'' certificate thereon and the Management Discussion and Analysis Reports are enclosed, and they form part of this report.

DISCLOSURE REQUIREMENTS

1. Policy on materiality of related party transactions and dealing with the related party transactions is available on the website of the Company.

2. The Company has formulated and published the Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns, which is available on Company''s website www.itplgroup.com. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and under regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

3. The Company''s Remuneration Policy is enclosed as Annexure - F and forms part of this Report.

4. There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

5. During the year under review, there were no cases reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

The Directors wish to acknowledge and thank the Central and State Government and all the regulatory bodies for their continued support and guidance. The Directors thank the shareholders, customers, business associates, the Financial Institutions and the Banks for the faith reposed in the Company and its management.

The Directors place on record their deep appreciation of the dedication and commitment of your Company''s employees at all levels and look forward to their continued support in the future as well.

For on behalf of the Board

Sd/-

Ketineni Sayaji Rao

Place : New Delhi Chairman & Managing Director

Date : 05.09.2016 (DIN.: 01045817)


Mar 31, 2014

Dear Members,

The Directors of your Company have pleasure in presenting the Twenty Fifth Annual Report together with the Audited Accounts for the financial year ending 31st March 2014 comprising of 12 months i.e for the period April 2013 to March 2014 The summarized results are presented below:

OPERATING RESULTS AND BUSINESS PERFORMANCE.

The summarized results are presented below;

FINANCIAL RESULTS 2013-14 2012-13 ( Rs. in Lacs) ( Rs. in Lacs)

Sales / Other Income 7723.28 6170.35

Gross Profit before interest, depreciation prior Period income and expenditure and impairment Loss and 1061.5 906.48 excess provision written back

Interest 262.57 118.39

Depreciation 407.81 367.31

Profit / (Loss) before prior 391.09 420.78 period adjustment,exceptional items and Tax

Exceptional items # 207.18 (-)356.97

Provision for Taxation Nil Nil

Provision for deferred Tax Nil Nil

Profit / (Loss) after Tax 183.91 63.81

Prior Period Expenses (-)9.60

Net Profit 183.91 54.21

# exceptional Itam of Rs. 207.18 lacs reresents:-

* Change in the depreciation policy from SLM to WDV in respect of moulds, building, electronic installation.

* From the current year the company has started providing loss on live chits on estimated basis which were provided on closure of chits till previous year Rs. 53,94,313/- has been changed to current quarter as exceptional itam.

Company has commenced production in Guwhati, as green field project and make a investment of sum of Rs. 9.5 cr., it has solid customer base including S C Jhonson, Godrej, Emani and many others. Further it will enjoy the tax exemption/subsidy available region.

Company has also plan to invest in the a plant in same type of business in Baddi region. It has already paid advance to the existing promoter. This will substantially improve compititiveness of the company and consequently its profitability.

Company''s business with its existing customers is growing steadily as there has been growth in our customers on an average of 10-20% p.a. Our marketing department has brought in new customers to our fold such as Mother Diary, S.C Johnson, Godrej, Priya Gold, Emami, L''Oreal, Reckitt Benckiser & many others in addition to our existing customers'' i.e Dabur, Perfetti, Heinz, Wipro, Fun Foods (Dr. Oetker Group), Patanajlai etc. In order to achieve the same, the company has been augmenting its manufacturing facilities by adding sophisticated plant & machinery supplied from internationally reputed supplier. In last 5 years, company has made an addition of around Rs. 20 cr to its plant & machinery/molds It may be noted that with most of our customers, our selling prices are linked with variation in raw material price (i.e PET price) hence we are not adversely effected by the variation in the Pet prices which is quite volatile. Further to protect our profitability, we have taken up with our customers to increase the conversion price in view of the increased power, personnel and administrative costs and are receiving favourable responses.

# includes the turnover of unit being taken over subject to statutory approvals

We are also pleased to inform you that your company''s financial credit worthiness has improved significantly in last six years as it has an impeccable record of servicing its debts (there has been no defaults whatsoever). The company has been sanctioned a working capital limit of Rs. 6 cr from a leading nationalized bank and term loans/supplier credits from reputed NBFCs / equipment supplier which are bound to strengthen the operations. The net worth has also improved substantially and accordingly company continues to be low debt entity

The current ratio is also as per the financial norms at 1.28:1

Directors'' comments to the points highlighted by the auditors in their independent report

The auditors have highlighted that due to change in depreciation policy from State Line Method to Written Down Value Method on plant & machinery there is an adverse impact on the profitability as accumulated depreciation of the same amount has been charged to P & L account as an exceptional item.

Comments: High depreciation have been provided after considering the current valuation of machinery and the technical opinion of the subject. Hence, by giving the impact, the balance sheet of the company reflects the correct and realistic position of the assets as the same is in line with the market value.

Auditors have highlighted that the company has not provided loss on running chit fund schemes. They have also stated that as a policy, the company shall provide for the loss in the year in which the chit is closed which has been the past practice.

Comments: This is correct. We are just following the accounting policy which has to be consistent from year to year and this has been the practice for last so many years. This policy was in practice, as it was not possible to ascertain the loss on chit till its closed.

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

The Director confirms:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they 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 Financial Year and of the profit of the Company for that period.

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they have been prepared the annual accounts on a going concern basis.

DIRECTORS

The Board is headed by Executive Director and consists of 5 Directors comprising of Two Executive Director and Three Non- Executive Independent Directors representing an optimum mix of professionalism, knowledge and experience in their respective fields and the said composition is in compliance with the parameters prescribed in clause 49 of the Listing Agreement to strengthen the power of the Board As per the provisions of the Companies Act, 2013.

Sh. Atul Nripraj Barar retires by rotation, and being eligible, offers himself for re-appointment, which the Directors consider to be in the best interests of the Company and therefore recommend his candidature for the approval of the shareholders.

AUDITORS AND AUDITORS'' REPORT

M/s. BGJC & Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

The notes on accounts referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further comments except the points highlighted by auditors mentioned below:-

Directors'' comments to the points highlighted by the auditors in their independent report

The auditors have highlighted that due to change in depreciation policy from State Line Method to Written Down Value Method on plant & machinery there is an adverse impact on the profitability as accumulated depreciation of the same amount has been charged to P & L account as an exceptional item.

Comments: High depreciation have been provided after considering the current valuation of machinery and the technical opinion of the subject. Hence, by giving the impact, the balance sheet of the company reflects the correct and realistic position of the assets as the same is in line with the market value.

Auditors have highlighted that the company has not provided loss on running chit fund schemes. They have also stated that as a policy, the company shall provide for the loss in the year in which the chit is closed which has been the past practice.

Comments: This is correct. We are just following the accounting policy which has to be consistent from year to year and this has been the practice for last so many years. This policy was in practice, as it was not possible to ascertain the loss on chit till its closed.

PERSONNEL

During the year under review, there were no employees whose particulars are required to be disclosed in accordance with the provisions of Section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules 1975.

INDUSTRIAL RELATIONS

The industrial relations have remained cordial and harmonious during the year.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public, during the year under review.

ACKNOWLEDGEMENTS

The Board of Director express their sincere thanks and wishes to place on record its deep appreciation for the continued support, confidence and co-operation that the Company has received from Indian Overseas Bank , Central and State Government Authorities, Customers, Suppliers and Business Associates.

Your Directors also place on record their deep appreciation of the employees for the valued and continuous support at all levels for their services and commitment during the year.

For and on behalf of the Board Innovative Tech Pack Limited

Sd/- Place : New Delhi Ketineni Sayaji Rao Date : 04.09.2014 Chairman & Managing Director


Mar 31, 2013

To The Members,

The Directors of your Company have pleasure in presenting the Twenty fourth Annual Report together with the Audited Accounts for the financial year ending 31st March, 2013 comprising of 12 months i.e for the period April,12 to March,13

The summarized results are presented below:

OPERATING RESULTS AND BUSINESS PERFORMANCE The summarized results are presented below;

2012-13 2011-12 FINANCIAL RESULTS (12 months) (11 months) ( Rs. in Lacs) ( Rs. in Lacs)

Sales / Other Income 6170.35 4777.47

Gross Profit before interest, depreciation prior Period income and 906.48 811.27 expenditure and impairment Loss and excess provision written back

Interest 118.39 96.73

Depreciation 367.31 264.60

Profit / (Loss) before prior period adjustment, exceptional items and Tax 420.78 449.94

Exceptional Income( ) / Expenses(-) (-)356.97 107.78

Provision for Taxation Nil

Provision for deferred Tax Nil (-)0.55

Profit / (Loss) after Tax 63.81 557.17

Prior Period Expenses(-) / Income( ) (-)9.60 0.43

Net Profit 54.21 557.60

# Exceptional items of Rs. 356.97 lakhs in the current year represents an adverse impact on profitability due to change in depreciation policy from SLM to WDV whereas in the previous year, the amount of Rs. 89.76 lakhs & Rs. 17.81 lakhs represents towards excess provision written back received under a Court order from a customer.

I am pleased to inform to the shareholders of the company that based on our continuous expansion every year, we have been able to set up a Greenfield plant at Guwahati in Assam with an investment of Rs. 7 cr. Commercial production of this investment has commenced on 22nd January 2013. We have received several requests from our leading customers and very large MNCs to set up a plant in Assam and we hope this investment will see the bottom line of the company improve tremendously. The company is also in the process of acquiring a competing unit at Baddi subject to the statutory clearances for which company has already invested a sum of Rs. 4 cr. This new company has been in the business of PET with a very leading MNCs as their customer since 15 years. This acquaintance will also help us catering to our customers located in Baddi area whom we are bearing freight and sending from Rudrapur. This investment has substantial expansion in capacities which will give tremendous boost to our top line and profitability of the company.

Company''s business with its existing customers is growing steadily as there has been growth in our customers on an average of 10-20% p.a. Our marketing department has brought in new customers to our fold such as Mother Diary, S.C Johnson, Godrej, Priya Gold, Emami, L''Oreal, Reckitt Benckiser & many others in addition to our existing customers'' i.e Dabur, Perfetti, Heinz, Wipro, Fun Foods (Dr. Oetker Group), Patanajlai etc. In order to achieve the same, the company has been augmenting its manufacturing facilities by adding sophisticated plant & machinery supplied from internationally reputed supplier. In last 5 years, company has made an addition of around Rs. 20 cr to its plant & machinery/molds

It may be noted that with most of our customers, our selling prices are linked with variation in raw material price (i.e PET price) hence we are not adversely effected by the variation in the Pet prices which is quite volatile. Further to protect our profitability, we have taken up with our customers to increase the conversion price in view of the increased power, personnel and administrative costs and are receiving favourable responses.

# includes the turnover of unit being taken over subject to statutory approvals

We are also pleased to inform you that your company''s financial credit worthiness has improved significantly in last six years as it has an impeccable record of servicing its debts (there has been no defaults whatsoever). The company has been sanctioned a working capital limit of Rs. 6 cr from a leading nationalized bank and term loans/supplier credits from reputed NBFCs/equipment supplier which are bound to strengthen the operations. The net worth has also improved substantially and accordingly company continues to be low debt entity

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

The Director confirms:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they 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 Financial Year and of the profit of the Company for that period.

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they have been prepared the annual accounts on a going concern basis.

DIRECTORS

The Board is headed by Executive Director and consists of 5 Directors comprising of Two Executive Director and Three Non-Executive Independent Directors representing an optimum mix of professionalism, knowledge and experience in their respective fields and the said composition is in compliance with the parameters prescribed in clause 49 of the Listing Agreement to strengthen the power of the Board As per the provisions of the Companies Act, 1956.

Sh.Sanjay Dhawan retires by rotation, and being eligible, offers himself for re-appointment, which the Directors consider to be in the best interests of the Company and therefore recommend his candidature for the approval of the shareholders.

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

As required by Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 the relevant details pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are contained in Annexure to this report.

AUDITORS AND AUDITORS'' REPORT

M/s. BGJC & Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment. They have furnished a certificate that the re-appointment, if made, will be in accordance with Section 224(IB) of the Companies Act, 1956.

The notes on accounts referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further comments under Section 217 (3) of the Companies Act, 1956 except the points highlighted by auditors mentioned below:- Directors'' comments to the points highlighted by the auditors in their independent report

The auditors have highlighted that due to change in depreciation policy from State Line Method to Written Down Value Method on plant & machinery there is an adverse impact of Rs. 3.56 cr on the profitability as accumulated depreciation of the same amount has been charged to P & L account as an exceptional item.

Comments: High depreciation have been provided after considering the current valuation of machinery and the technical opinion of the subject. Hence, by giving the impact of Rs. 3.56 cr, the balance sheet of the company reflects the correct and realistic position of the assets as the same is in line with the market value.

Auditors have highlighted that the company has not provided loss on running chit fund schemes. They have also stated that as a policy, the company shall provide for the loss in the year in which the chit is closed which has been the past practice.

Comments: This is correct. We are just following the accounting policy which has to be consistent from year to year and this has been the practice for last so many years. This policy was in practice, as it was not possible to ascertain the loss on chit till its closed.

Moreover, company had outstanding chits of Rs. 1.12 cr as on 31st March 2013 which will mature in 2013-14 itself. Company does not expect any major loss on the same which can have any material effect on the financial status of the company

PERSONNEL

During the year under review, there were no employees whose particulars are required to be disclosed in accordance with the provisions of Section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules 1975.

INDUSTRIAL RELATIONS

The industrial relations have remained cordial and harmonious during the year.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public, during the year under review.

ACKNOWLEDGEMENTS

The Board of Director express their sincere thanks and wishes to place on record its deep appreciation for the continued support, confidence and co-operation that the Company has received from Indian Overseas Bank, Central and State Government Authorities, Customers, Suppliers and Business Associates.

Your Directors also place on record their deep appreciation of the employees for the valued and continuous support at all levels for their services and commitment during the year.

For and on behalf of the Board

Innovative Tech Pack Limited

Sd/-

Place : New Delhi Ketineni Sayaji Rao

Date :14.08.2013 Chairman & Managing Director


Mar 31, 2012

The Members,

The Directors of your Company have pleasure in presenting the Twenty third Annual Report together with the Audited Accounts for the financial year ending 31st March 2012 comprising of 11 months i.e for the period May'11 to March'12

The accounting period has been prepared for 11 months ending 31st March, 2012 as the last accounting period was prepared for the accounting period ending April' 11 so as to reflect the true financial positions as major restructuring was completed in April'11.

The summarized results are presented below:

OPERATING RESULTS AND BUSINESS PERFORMANCE

The summarized results are presented below;

2011-12 2010-11 FINANCIAL RESULTS (11 months) (7 months) (Rs.in Lacs) (Rs.in Lacs)

Sales / Other Income 4885.26 2737.83

Gross Profit before interest, depreciation prior Period income and expenditure and impairment Loss and excess provision written back 919.92 502.35

Interest 96.73 53.51

Depreciation 268.69 138.99

Profit / (Loss) before prior period adjustment, exceptional items and Tax 554.50 309.85

Exceptional item due to change of depreciation policy from SLM to WDV from inception for the current year (Refer Note No.23) 543.03 (1275.48)

Provision for Taxation - 0.69

Provision for deferred Tax (8.29) 82.95

Profit / (Loss) after Tax 19.76 1501.69

Prior Period Expenses 0.43 1.02

Net Profit 19.33 1500.67

As apparent form the above, the company is on a fast growth track with an exponential rise in sales and profits as it has been able to establish the niche of its products with reputed customers like Dabur, Perfecta, Godrej, Heinz, S C Johnson, Cadila and many others.

Note: Profits have been stated without considering exceptional items, excess provision written back and profits for 2010-11 is without deferred tax

The profitability of the company is increasing consistently due to growth in sales, consolidation of operations and cost control in all spheres of activities.

We are further pleased to inform that the company's financial status has improved significantly as apparent from the table below.

(Rs.in Lacs)

Particulars As on 31.03.2012

Net worth 1515.90

External debts 234.93

Current ratio 1.38

Addition to plant & machinery from 2007-08 to 2011-12 # 1532.00

# Hence as apparent, the company has completely modernized its unit at Rudrapur with automated equipments from Nissei, Japan to produce Pet bottles and jars of extremely high quality at competitive prices.

Industry Scenario

Pet industry is continuous to grow in the segment of bottles and jars and is getting extremely popular in edible oil bottles, pharmaceutical products, hygiene products, alcoholic beverages, confectioneries etc. This is mainly because of its inherent qualities of its strength and toughness, good optical sparking glass like appearance, odourless, hygienic qualities which have been approved by FDA for food packing with good barrier properties to water and gases, eco-friendly nature. Moreover, it is cost competitive as compared to glass. In view of the above PET products are growing at a phenomenal rates.

Opportunities & Future Outlook

To take the advantage of the aforesaid situation, your company is taking positive steps :

a) Fostering marketing tie-ups with various reputed companies such as Godrej, Priya Gold, S C Johnson, Mother Diary etc.

b) Consolidating its position in its existing customers such as Dabur, Perfetti, Heinz, Wipro etc

c) To take cost reduction measures so as to ensure that our products are most cost competitive but we are able to provide the best services to our customers

d) Setting up new units which are having proximity to our customers so as to have freight advantage and also tax advantage.

In view of the above, your company is setting up projects at Guwahati as well as in Baddi. Both these areas provides substantial tax advantages and also competitiveness in terms of freight. The long term strategy is to set up the units at numerous places all over the country. Three years projections of the company is as follows

(Rs.in Lacs)

Particulars 2012-13 2013-14 2014-15

Sales 6000.00 8000.00 10000.00

Cash Profit 1000.00 1300.00 1500.00

Net Profit after tax 550.00 750.00 1000.00

EPS (Rs./Share) 2.50 3.40 4.55

Hence your company aims to be leading player and a name to be reckoned in PET packaging industry.

ANNEXURE 'A' TO DIRECTORS' REPORT

Particulars as required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of Directors' Report for the financial year ended 31st March, 2012.

1. CONSERVATION OF ENERGY.

Your Company is not covered in the Schedule of Industries under rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, requiring furnishing of information relating to conservation of energy. However realizing its importance, the Company has launched a concerted drive for conserving energy. Replacement of worn out wires, control of idle running of engines, and plugging of leakage were some of the measures taken. Besides the measures already taken, efforts are continuing to examine and implement fresh proposals for further conservation of energy. Positive impact of measures already taken has been observed on the costs.

2. RESEARCH DEVELOPMENT AND TECHNOLOGY ABSORPTION

a) Company has indigenously developed moulds thereby saving precious foreign exchange.

b) The technology imported from Japanese and French Collaborators has been well absorbed by the Company and is being updated on a regular basis by keeping abreast of the latest developments in the field.

3. FOREIGN EXCHANGE EARNINGS AND OUTGO.

The Company has not earned any income in foreign exchange nor incurred any expenditure in foreign currency during the year under review except on foreign traveling expenses of Rs. 5.58 Lakhs.

4. COST COMPLIANCE REPORT

The Company has complied with the newly introduced provision i.e Section 209(1) (d) of Companies act, 1956 and has got the cost audit conducted.

As per their opinion of the Cost Auditors in their report proper cost records, are as per Companies (Cost Accounting Records) Rules, 2011 prescribed under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956, have been maintained by the company so as to give a true and fair view of the cost of production or operation, cost of sales and margin of all the products and activities of the company. The said books and records give the information required by the Companies Act, 1956 in the manner so required. The said books and records are in conformity with the generally accepted cost accounting principles and cost accounting standards issued by The Institute of Cost Accountants of India; to the extent these are found to be relevant and applicable

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Industry Scenario

Pet industry is continuous to grow in the segment of bottles and jars and is getting extremely popular in edible oil bottles, pharmaceutical products, hygiene products, alcoholic beverages, confectioneries etc. This is mainly because of its inherent qualities of its strength and toughness, good optical sparking glass like appearance, dour less, hygienic qualities which have been approved by FDA for food packing with good barrier properties to water and gases, eco-friendly nature. Moreover, it is cost competitive as compared to glass. In view of the above PET products are growing at a phenomenal rates.

Opportunities & Future Outlook

To take the advantage of the aforesaid situation, your company is taking positive steps :

a) Fostering marketing tie-ups with various reputed companies such as Godrej, Priya Gold, S C Johnson, Mother Dairy etc.

b) Consolidating its position in its existing customers such as Dabur, Perfetti, Heinz, Wipro etc

c) To take cost reduction measures so as to ensure that our products are most cost competitive but we are able to provide the best services to our customers

d) Setting up new units which are having proximity to our customers so as to have freight advantage and also tax advantage.

In view of the above, your company is setting up projects at Guwahati as well as in Baddi. Both these areas provides substantial tax advantages and also competitiveness in terms of freight due to proximty to customer there. The long term strategy is to set up the units at numerous places all over the country. Three years projections of the company is as follows:

(Rs.in Lacs)

Particulars 2012-13 2013-14 2014-15

Sales 6000.00 8000.00 10000.00

Cash Profit 1000.00 1300.00 1500.00

Net Profit after tax 550.00 750.00 1000.00

EPS (Rs./Share) 2.50 3.40 4.55

Hence your company aims to be leading player and a name to be reckoned in PET packaging industry.

Risk Management

Management has taken concrete steps to mitigate the risk inherent to any business. Company is in this business for last 25 years and hence have a strong understanding of the complete business including marketing network and the requirements of manufacturing and technical expertise. It is fully equipped with technical, commercial and financial capabilities to avert any risk and also to grow simultaneously.

Internal Control & Systems

The systems has been inbuilt with checks and controls so that company's resources are utilized most efficiently and effectively. There is an internal audit program which is regularly implemented and the reports are constantly reviewed and monitored so as to ensure the compliance of applicable statutes and effectiveness of control in the organization. To further strengthen systems in the company it has implemented SAP system for online functioning.

Human Resources & Industrial relations

It has been the endavour of the company to ensure that its human resources are given top most priority. In this regard, the initiatives have been taken through adequate trainings, seminars and team building to ensure that a motivated and a contented team works for the organization. The company comprises of right blend of young and experienced staff comprising of professionals and executives to ensure that organization achieves new heights in the coming years.

DIVIDEND

Your Directors after considering that the company is on growth track and consolidation have decided to plough back the accruals in the company for the future growth and hence have not declared dividend this year.

CORPORATE GOVERNANCE

Your Directors reaffirm their commitment to comply with the Corporate Governance Standards prescribed by the Securities Exchange Board of India (SEBI). A separate Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement along with Auditors' certificate on its compliance has been annexed hereto as part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

The Director confirms:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they 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 Financial Year and of the profit of the Company for that period.

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they have been prepared the annual accounts on a going concern basis.

DIRECTORS

The Board is headed by Executive Director and consists of 6 Directors comprising of Two Executive Director and four Non- Executive Independent Directors representing an optimum mix of professionalism, knowledge and experience in their respective fields and the said composition is in compliance with the parameters prescribed in clause 49 of the Listing Agreement. Sh. Ketineni Satish Rao has been appointed as the Whole time Director w.e.f. 01/10/2011 to further strengthen the power of the Board As per the provisions of the Companies Act, 1956.

Sh. Anil Kulbhushan Barar retires by rotation, and being eligible, offers himself for re-appointment, which the Directors consider to be in the best interests of the Company and therefore recommend his candidature for the approval of the shareholders.

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

As required by Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 the relevant details pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are contained in Annexure to this report.

AUDITORS AND AUDITORS' REPORT

M/s. BGJC & Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment. They have furnished a certificate that the re-appointment, if made, will be in accordance with Section 224 (IB) of the Companies Act, 1956.

The notes on accounts referred to in the Auditors' Report are self-explanatory and therefore, do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

PERSONNEL

During the year under review, there were no employees whose particulars are required to be disclosed in accordance with the provisions of Section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules 1975.

INDUSTRIAL RELATIONS

The industrial relations have remained cordial and harmonious during the year.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public, during the year under review.

ACKNOWLEDGEMENTS

The Board of Director express their sincere thanks and wishes to place on record its deep appreciation for the continued support, confidence and co-operation that the Company has received from Punjab National Bank, Haryana State Industrial & Infrastructure Development Corporation, Haryana Financial Corporation, Central and State Government Authorities, Customers, Suppliers and Business Associates.

Your Directors also place on record their deep appreciation of the employees for the valued and continuous support at all levels for their services and commitment during the year.

For and on behalf of the Board Innovative Tech Pack Limited

Sd/-

Place : New Delhi Ketineni Sayaji Rao Date : 20.08.2012 Chairman & Managing Director

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