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Directors Report of Paramount Printpackaging Ltd.

Mar 31, 2014

THE MEMBERS

The Directors have pleasure in presenting the Eighth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended March 31, 2014.

Financial Results: (Amount in Rs.)

Particulars Year Ended Year ended 31-03-2014 31-03-2013

Income

Gross Revenue from operations 43,015,995 269,277,052

Less: Excise Duty 197,124 28,658,713

Net Revenue from operations 42,818,871 240,618,339

Other Income 1,841,391 8,178,744

Total Revenue 44,660,262 248,797,083

Less: Expenses 471,057,451 335,275,125

Profit Before Interest, Depreciation and Taxes (426,397,189) (86,478,042)

Less: Finance Cost 5,159,704 71,314,806

Depreciation 35,752,158 37,592,127

Exceptional Items - 63,136,233

Profit/(Loss) before tax (467,309,051) (258,521,208)

Less: Current Tax - -

Deferred Tax 6,234,896 5,351,656

Previous Years Tax - -

Profit/(Loss) after Tax (473,543,947) (263,872,864)

Add: Brought forward from earlier years (181,667,477) 82,205,387

Less: Prior Year''s adjustments (655,211,424) (181,667,477)

Charge on account of transitional provisions under AS 15. - -

Balance carried forward to Balance Sheet (655,211,424) (181,667,477)



Income Activities & Operations:

The turnover of the Company for the year under review has decreased to Rs. 430.16 lacs as compared to the previous year turnover of Rs. 2658.82 lacs. The net loss of the Company before tax for the current year is Rs. 4673.09 lacs as compared to the Loss of Rs. 2585.21 lacs in the previous year.

Dividend:

Since the Company has incurred loss in the financial year 2013-14 the Board of Directors do not recommend any dividend.

Listing :

The Equity Shares of the company are listed on Bombay Stock Exchange and National Stock Exchange of India Limited.

The company''s shares are tradable compulsorily in electronic form and the company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. & National Securities Depository Ltd.

Sharepro Services (India) Private Limited has been registered as the Share Transfer Agent and Registrar of the Company. Shareholders are requested to send the matters relating to share transfers and/ or dematerialisation to the Company Registrars. In view of the numerous advantages offered by the depository system, members are requested to avail of the facility of dematerialisation of the company''s shares on either of the Depositories as aforesaid.

Public Deposits:

The Company has not accepted any Deposit within the meaning of Section 58 A of The Companies Act, 1956 and the rules made there under.

Directors and Senior Management Personnel:

- In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company Mr. Dharmesh Sukhadia retires by rotation and being eligible, offer himself for re-appointment. As required, the requisite details of Director seeking re-appointment are included in the Annual Report.

- In compliance with the Companies Act 2013, Mr. Hemang Engineer and Mr. Rohit Doshi to be appointed as I ndependent Director for the period of five years we.f April 01, 2014. The said Directors will not be liable to retire by rotation.

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were fairly reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

(iii) That the Directors 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;

(iv) That the Directors have prepared the accounts for the financial year ended March 31, 2014 on a ''going concern'' basis.

Particulars of Employees:

The Company has not paid any remuneration attracting the provision of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act 1956, as amended. Hence, there is no requirement to append any information to this report in this regard.

Particulars of Energy Conservation, Technology absorption & Foreign Exchange Earnings and outgo:

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, and forming part of the Directors'' Report for the year ended March 31, 2014 is annexed hereto.

Auditors

- M/s. Laxmikant Kabra & Co., (Firm Registration no. 117183W) Chartered Accountants, retires as Auditors of the Company at the ensuing Annual General Meeting and have given their consent for re-appointment.

- In terms of the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors of the Company requires approval of the shareholders by way of an ordinary resolution. An appropriate resolution has been included in the Notice of the ensuing Annual General Meeting for approval of the shareholders.

- As per the Government''s directive, your Company''s Cost Records for the year ended March 31, 2014 are being audited by M/s Kishore Bhatia & Associates, (Firm Registration no. 00294) Cost Accountants, being appointed as cost auditor for the financial year 2013-14 with the approval of the Central Government for the purpose of doing cost audit prescribed under section 233B of the Companies Act, 1956. The due date for filing cost audit report for the financial year 2013-14 is September 27, 2014.

- As per the Companies (Cost Records and Audit) Rules, 2014 on 30th June 2014 Cost Audit is no longer applicable on your Company.

With reference to section 138 of the Companies Act, 2013 M/s Sitendu Sharma & Co. (Firm Registration No.: 11701W) is appointed as Internal Auditor of the Company for the FY 2014-15.

Auditors observations

With regard to the observations made by the auditors the management has already taken steps to strengthen the internal control system, efforts are been made to clear the undisputed statutory dues and the Company has initiated steps for clearance of dues of domestic financial institutions and the bankers The rest of the observations are self explanatory and no comments are required.

Corporate Governance:

A certificate from auditors of the company on compliance of conditions of corporate governance is annexed to this report. The management discussion and analysis report and compliance report on corporate governance as required by clause 49 of the listing agreement forms part of this annual report.

Acknowledgement:

The Directors record their thanks to all the banks for their co-operation. The Directors also acknowledged the co- operation received from all the shareholders, officers and staff of the Company.

For and on behalf of the Board of Directors

Sd/- Divyesh Sukhadia Chairman & Managing Director DIN No: 02430178

Place: Navi Mumbai Date: August 09, 2014

Registered Office: A-309, MIDC, TTC Industrial Area, Mahape, Navi Mumbai- 400 701 CIN no.: L22200MH2006PLC160735


Mar 31, 2012

The Directors have pleasure in presenting the Sixth Annual Report together with the Audited Statement of Accounts for the year ended the 31st March 2012.

Financial Results: (in Rs.)

Particulars Year Ended 31-03-2012 Year ended 31-03-2011

Income

Gross Revenue from Operations 1,05,07,78,589 65,37,69,604

Less: Excise duty 2,71,97,399 2,52,11,112

Net Revenue from Operations 1,02,35,81,190 62,85,58,492

Other Income 31,25,317 30,51,027

Total Revenue 1,02,67,06,507 63,16,09,519

Less: Expenses 88,57,14,651 51,16,80,995

Profit before Interest, depreciation and Taxes 14,09,91,856 11,99,28,524

Less: Finance Cost 7,06,97,483 5,05,86,315

Depreciation 3,84,55,104 3,21,47,487

Profit/(Loss) before tax 3,18,39,269 3,71,94,722

Less: Current Tax 80,00,000 1,47,00,000

Deferred Tax (1,81,47,443) 3,33,911

Previous Years Tax 2,78,954 59,496

Profit/(Loss) after Tax 4,17,07,758 2,21,01,315

Add: Brought Forward from earlier years 4,04,97,629 2,08,44,864

8,22,05,387 4,29,46,179

Less: Prior Years' Adjustment - -

Charge on account of transitional provisions under AS 15 - 24,48,550

Balance Carried Forward to Balance Sheet 8,22,05,387 4,0497,,629

Income. Activities & Operations:

The turnover of the Company for the year under review has increased to Rs. 10463.74 lacs as compared to the previous year turnover of Rs. 6498.23 lacs. The net profit before tax for the year has increased to Rs. 417 lacs as compared to previous year net profit of Rs. 221 lacs.

Dividend:

In order to conserve the resources of the company for future expansions the Board of Directors do not recommend any dividend. Listing:

The Equity Shares of the company are listed on Bombay Stock Exchange and National Stock Exchange of India Limited.

The company's shares are tradable compulsorily in electronic form and the company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. & National Securities Depository Ltd.

Sharepro Services (India) Private Limited has been registered as the Share Transfer Agent and Registrar of the Company. Shareholders are requested to send the matters relating to share transfers and/ or dematerialisation to the Company Registrars. In view of the numerous advantages offered by the depository system, members are requested to avail of the facility of dematerialisation of the company's shares on either of the Depositories as aforesaid.

Industrial Land at Valsad, Gujrat

The Company has bought land admeasuring about 6 acres at Village Talwada, Taluka Umbergaon, District Valsad, Gujrat to cater to the company's future expansion needs.

Public Deposits:

The Company has not accepted any Deposit within the meaning of Section 58A of The Companies Act, 1956 and the rules made thereunder during the year.

Directors:

In accordance with the requirements of the Companies Act 1956 and the Articles of Association of the Company Mr. Vikram Devjibhai Patel and Mr. Dharmesh Ashwin Sukhadia retire by rotation and being eligible, offer themselves for re-appointment.

As required, the requisite details of Directors seeking re-appointment are included in the Annual Report .

Directors' Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March 2012, the applicable accounting standards ' have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were fairly reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

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

(iv) That the Directors have prepared the accounts for the financial year ended 31s1 March 2012 on a 'going concern' basis. Particulars of Employees:

The Company has not paid any remuneration attracting the provision of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956, as amended. Hence, there is no requirement to append any information to this report in this regard.

Particulars of Energy Conservation. Technology absorption & Foreign Exchange Earnings and outgo:

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, and forming part of the Directors' Report for the year ended March 31, 2012 is annexed hereto

Auditors:

M. V. Damania & Co, Chartered Accountants, Mumbai, the Auditors of the Company retire at the conclusion of the Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. The Board recommends their re-appointment.

Auditors' observations:

With regard to the observations made by the auditors the management has already taken steps to strengthen the internal control system and the asset register is in the process of compilation, efforts are been made to clear the undisputed statutory dues and the Company has initiated steps for clearance of dues of domestic financial institutions and the bankers The rest of the observations are self explanatory and no comments are required .

Corporate Governance:

A certificate from auditors of the company on compliance of conditions of corporate governance is annexed to this report. The management discussion and analysis report and compliance report on corporate governance as required by clause 49 of the listing agreement form part of this annual report.

Acknowledgement:

The Directors record their thanks to all the banks for their co-operation. The Directors also acknowledge the co-operation received from all the officers and staff of the Company.

For and on behalf of the Board of Directors

Sd/-

Dated: August 10, 2012 DIVYESH SUKHADIA

Place: Mumbai Chairman and Managing Director

 
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