Directors Report of Perfectpac Ltd.

Mar 31, 2015

Dear Members,

The Directors present their 43rd Annual Report together with the audited accounts of the Company for the Financial Year ended March 31,2015.

(Rs. in lacs)

FINANCIAL RESULTS For the Year For the Year Ended Ended 31.03.2015 31.3.2014

Net Sales/ Income from operations 6351.24 8405.58

Other Income 54.38 75.41

Total Income 6405.62 8480.99

Profit before interest, depreciation and exceptional items 112.32 192.16

Less: Interest 109.80 209.76

Gross Profit/(Loss) 2.52 (17.60)

Less: Depreciation 208.70 175.65

Profit/(Loss) before exceptional items (206.18) (193.25)

Less: Exceptional Items 1197.08 -

Profit/(Loss) from ordinary activities before tax 990.90 (193.25)

Less: Provision for income tax

- Current tax (200.00) -

- Deferred tax 19.77 (56.66)

- Income Tax related to previous year (1.70) -

- MAT Credit Entitlement 20.18 -

Net Profit/(Loss) from ordinary activities after tax 829.15 (136.59)

Extraordinary activities (net of tax expenses) - -

Net profit/(loss) 829.15 (136.59)

Add: Balance brought forward from the previous year 518.94 660.21

1348.09 523.62

Appropriations:

- Dividend on Preference Shares 0.65 4.00

- Corporate Dividend Tax 0.11 0.68

- Balance carried forward to Balance Sheet 1325.00 518.94

Total 1325.76 523.62

OPERATIONS

As decided by the Board, the Faridabad operations of the Company were disposed off during the year. The Company is now engaged only in the Corrugated Board and Containers operations.

The Company's operations resulted in a net loss of Rs 206.18 lacs as against Rs 193.25 lacs in the previous year. After exceptional income of Rs 1197.08 lacs there was net profit (before tax) of Rs 990.90 lacs for the year .

RESERVES

Your Company proposes to carry Rs. 80,606,114 to the General Reserves in the Financial Year 2014-15.

EXPANSION AND MODERNIZATION

The Company has been regularly modernizing its Plant & Machinery to improve the productivity and quality of its products.

DIVIDEND

The Company paid an Interim Dividend @ 8% on 50,000 Cumulative Redeemable Preference Shares of Rs.100/- each, for the period from April 1, 2014 to May 30, 2014. All the Preference Shares were redeemed by the Company.

No dividend has been recommended by the Board on Equity Shares in view of the need to conserve financial resources.

PUBLIC DEPOSIT

Our company has not accepted any public deposits during the Financial Year and as such, no amount of principal or interest was outstanding as on March 31, 2015.

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

The prescribed details as required under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are annexed as Annexure - I to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, is appended to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (c) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:- (a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards had been followed and there are no material departures from the same;

(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 as at March 31, 2015 and of the profit and loss of the company for that period;

(c) The Directors had 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) 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

(f) The Directors had advised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. All related party transactions during the year 2014-15 are disclosed in Form No. AOC - 2 in ANNEXURE - II. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the Company's website at the link http:// www.perfectpac.com/pdf/Perfectpac%20Limited%20related 20party%20policy.pdf

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable Financial and Operational information, complying with applicable statutes, safeguarding assets from authorized use or losses, executing transactions with proper authorization and ensuring compliance of internal policies.

The Company uses ERP (Enterprise Resource Planning) system to record data for accounting. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. In accordance with the provisions of the Act and the Article of association of the Company, Smt Ruchi Vij was appointed as an Additional Director of the Company w.e.f. 12.02.2015 in order to comply with the requirement of having a woman director in the Board. She holds office as a Director up to the date of the ensuing Annual General Meeting and is eligible for appointment as an independent Non-executive Director.

ii. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

iii. Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Nomination and Remuneration Committee has carried out evaluation of every Director's performance. The Independent Directors, in a separate meeting, has also carried out the performance evaluation of the Non-Independent Directors and the Board as a whole and of the Chairman of the company. The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated. The Directors expressed their satisfaction with the evaluation process.

iv. The Board has, on the recommendation of Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The following policies of the Company are attached herewith marked as Annexure III to this Report.

AUDITORS

Statutory Auditors

At the Annual General meeting held on 29th September, 2014, M/s Jagdish Sapra & Co., Chartered Accountant, were appointed as Statutory Auditors of the Company to hold the office till the conclusion of the 45th Annual General Meeting, subject to annual ratification by the members at the Annual General Meeting in accordance with the provisions of Section 139 of the Companies Act, 2013 and rules there under. Accordingly, the appointment of M/s Jagdish Sapra, Chartered Accountant as statutory auditors of the Company is placed for ratification by the shareholders. In this regard the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors had appointed Mr. Ravi Sharma, Practicing Company Secretary and Managing Partner at RSM & Co. Company Secretaries, as the Secretarial Auditor of the Company to conduct the secretarial audit of the Company for the Financial Year 2014 - 15. The Report of the Secretarial Auditor in Form MR-3 is annexed as 'Annexure IV' to this Report. The Report is self explanatory.

AUDITORS REPORT

The Auditors' Report read with notes to the financial statements is self-explanatory and does not call for any further explanations by the Board. The Auditor's Report does not contain any qualification, reservation or adverse remark.

DISCLOSURES

AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with Companies Act, 2013 and Listing Agreement. The Committee comprises of Independent Directors namely Shri S L Keswani (Chairman), Shri Harpal Singh Chawla and Smt Ruchi Vij, as other members.

The composition, role, functions and powers of the Audit Committee are in accordance with the applicable laws and the listing agreements with the Stock Exchange. To comply with the requirement of Companies Act, 2013, the Audit Committee was constituted at current Financial Year (2015-16).

VIGIL MECHANISM

The Company has a Whistle Blower Policy to deal with instance of unethical behavior, actual or suspected fraud or violation of the company's code of conduct.

The Policy on Vigil Mechanism/ Whistle Blower may be accessed on the Company's website at the link http:// www.perfectpac.com/pdf/WBP%20(1).pdf .

BOARD MEETINGS DURING THE FINANCIALYEAR 2014-15

The Board of Directors duly met 6 (Six) times in respect of which proper notices were given and the proceedings were properly recorded and signed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act,

2013 are given in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

Particulars of remuneration paid to the employees as required to be disclosed under section 197(12) of the Act read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014, are set out in Annexure V attached hereto and form part of this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure VI.

CORPORATE GOVERNANCE

The Company has implemented several best Corporate Governance practices which are mandatory as per the provisions of Companies act, 2013. A separate section on Corporate Governance practices followed by the Company, is attached to the Report on Corporate Governance as Annexure VII to this Report.

GENERAL

No significant or material orders were passed by the regulators or Courts or Tribunals which impact the going concern status and Company's operation in future.

APPRECIATION

Your Directors gratefully acknowledge the whole hearted support given by the customers, suppliers, shareholders, employees, governments, financial institutions, banks, and we look forward to their continued co-operation and best wishes in our Endeavour to steer your company towards greater heights.

for and behalf of the Board

Place : New Delhi R. K. RAJGARHIA

Dated:August 12, 2015 Chairman

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Mar 31, 2014

To the Members,

The Directors present their 42nd Annual Report and Audited Accounts of the Company for the year ended 31 st March, 2014.

(Rs. in lacs) FINANCIAL RESULTS For the Year For the Year ended ended 31.03.2014 31.03.2013

Net Sales/Income from operations 8405.58 9726.90

Other Income 75.41 103.30

Total Income 8480.99 9830.20

Profit before interest, depreciation and exceptional items 192.16 478.06

Less: Interest 209.76 262.11

Gross Profit/(Loss) (17.60) 215.95

Less: Depreciation 175.65 189.03

Profit/(Loss) before exceptional items (193.25) 26.92

Less: Exceptional items - -

Profit/(Loss)from ordinary activities before tax (193.25) 26.92

Less: Provision for income tax

- Current Tax - 5.25

- Deferred tax (56.66) 3.06

- Income Tax related to previous year - 2.77

- MAT Credit Entitlement - (5.25)

Net profit/(Loss) from ordinary activities after tax (136.59) 21.09

Extraordinary activities (net of tax expenses) - -

Net profit/(Loss) (136.59) 21.09

Add: Balance brought forward from previous year 660.21 643.80

523.62 664.89

APPROPRIATION

Dividend on Preference Shares 4.00 4.00

Corporate dividend tax 0.68 0.68

Balance carried to balance sheet 518.94 660.21

523.62 664.89

Earnings per share (Rs.) (10.61) 1.23



OPERATIONS AND PROSPECTS

The Profitability of the Company during the year was adversely affected due to overall sluggish economic conditions. The turnover has decreased from Rs.97.27 Crore to Rs.84.06 Crore and poor off take of it''s products and rising input costs have resulted in a Net Loss (before tax) of Rs.193.25 lacs during the year. The Management is in the process of disposing off the assets of the Faridabad Plant and repay it''s long term and short term debts to reduce the interest burden of the Company.

DIVIDEND

The Company paid an interim dividend @ 8% on 50000 Cumulative Redeemable Preference Shares of Rs.100/- each, for the period from April 1, 2013 to March 31, 2014 declared by the Board of Directors.

No dividend has been recommended by the board on Equity Shares in view of the need to conserve financial resources.

DIRECTORS

Shri R K Rajgarhia retires by rotation and being eligible offer himself for re-appointment.

Shri Harpal Singh Chawla was appointed as an Additional Director by the Board on 06.02.2014. His appointment as Additional Director is valid till the commencement of the forthcoming Annual General Meeting. The Company has received a notice u/s 160 of the Companies Act, 2013 from a member of the Company signifying his intention to propose the appointment of Shri Harpal Singh Chawla as an Independent Director of the Company.

AUDITORS'' REPORT

The comments in the Auditors'' Report read with the Notes on Accounts are self explanatory and therefore do not call for any further explanation.

AUDITORS

M/s Jagdish Sapra & Co., Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not invited any deposits from public during the year under the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES

No employee has been paid a remuneration exceeding Rs.60,00,000/- in a year or Rs.5,00,000/- in a month during the year under review which require disclosure under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby state:

That in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures.

That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

That the Directors 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.

That the Directors have prepared the annual accounts on a going concern basis.

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

As required Under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed.

ACKNOWLEDGMENT

Yours Directors wish to place on record their appreciation for the support and co-operation which the Company continues to receive from it''s valued Customers, Government Authorities, Bankers, the Members of the Company and its Employees.

By Order of the Board for Perfectpac Limited

PLACE: NEW DELHI R. K. RAJGARHIA DATED: August 13, 2014 Chairman Din:-00141766

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Mar 31, 2013

To the Members,

The Directors present their 41st Annual Report and Audited Accounts of the Company for the year ended 31st March, 2013.

(Rs. in lacs)

FINANCIAL RESULTS For the Year For, the Year Ended Ended 31.03.2013 31.3.2012

Net Sales/Income form operations 9726.90 9095.14

Other Income 106.31 38.90

Total Income 9833.21 9134.04

Profit before interest, depreciation and exceptional items 478.06 502.65

Less: Interest 262.11 201,54

Gross Profit 215.95 301.11

Less: Depreciation 189.03 164.85

Profit before exceptional items 26.92 136.26

Less: Exceptional items

Profit from ordinary activities before tax 26.92 136.26

Less: Provision for income tax

Current Tax 5.25 26.00

Deferred tax 3.06 16.93

Income Tax related to previous year 2.77 0.05

- MAT Credit Entitlement 5.25

Net profit from ordinary activities after tax 21.09 93.28

Extraordinary activities (net of tax expenses)

Net profit/(Loss) 21.09 93.28

Add: Balance brought forward from previous year 643.80 555.1.7

664.89 648.45

APPROPRIATION .

Dividend on Preference Shares 4.00 4.00

Corporate dividend tax 0.68 0.65

Balance carried to balance sheet 660.21 643.80

664.89 648.45

Earning per share (Rs.) 1.23 6.65

OPERATIONS AND PROSPECTS

Due to overall dull economic conditions the operations of the Company for the period under review were adversely affected resulting in sharp drop in profitability. Though the turnover has increased of from Rs. 90.95 Crore to Rs. 97.27 Crore, there was no growth inhales volumes. This coupled with sharp increase in Power, Fuel and Interest costs led to significant drop in the net profit after fex from Rs.93.28 lacs to fls.2^.t)9 lack- During the current year, the sluggish economic conditions and pricing pressures continue to prevail, adversely affecting the working of the Company. The Management is making vigorous efforts to counter these factors and improve the working of the Company.

DIVIDEND

The Company paid an interim dividend @ 8% on 50000 Cumulative Redeemable Preference Shares of Rs.100/- each, for the period from April 1,2012 to March 31, 2013 declared by the Board of Directors. No dividend has been recommended by the board on Equity Shares in view of the need to conserve financial resources.

DIRECTOR

Shri S L Keswani retires by rotation and being eligible offer himself for re-appointment.

Shri T N Chaturvedi resigned from the Board of the Company with effect from 07.05.2013: Your Directors place on record their deep appreciation of the extensive and valuable contribution made by Shri T.N Chaturvedi during; his long association with the Company. "

AUDITORS'' REPORT

The comments in the Auditors'' Report read with the Notes on Accounts are self explanatory and therefore do-not call for any further explanation.

AUDITORS

M/s Jagdish Sapra & Co., Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not invited any deposits from public during the year under the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES

No employee has been paid a remuneration exceeding Rs.60,00,000/- in a year or Rs.5,00,000/- in a month during the year under review which require disclosure under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby state:

That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state, of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

That the Directors 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. That the Directors have prepared the annual accounts on a going concern basis.

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

As required Under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars inlhe Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed.

ACKNOWLEDGMENT

Yours Directors wish to place on record meir appreciation for the support and co-operation which the Company continues to receive from it''s valued Customers, Government Authorities, Bankers, the Members of the Company and its Employees.

By Order of the Board for Perfectpac Limited

PLACE: NEW DELHI R.K. RAJGARHIA

DATED: August 13, 2013 Chairman

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Mar 31, 2012

The Directors present their 40th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2012.

(Rs. in lacs)

FINANCIAL RESULTS For the Year For the Year

Ended Ended

31.03.2012 31.03.2011

Net Sales/Income form operations 9095.14 9421.39

Other Income 38.90 40.71

Total Income 9134.04 9462.10

Profit before interest, depreciation and exceptional items 471.15 531.37

Less: Interest 170.04 165.16

Gross Profit 301.11 366.21

Less: Depreciation 164.85 170.68

Profit before exceptional items 136.26 195.53

Less: Exceptional items _ -

Profit from ordinary activities before tax 136.26 195.53 Less: Provision for income tax

- Current Tax 26.00 54.00

- Deferred tax 16.93 10.50

- Income Tax related to previous year 0.05 _

Net profit from ordinary activities after tax 93.28 131.03

Extraordinary activities (net of tax expenses) - -

Net profit/(Loss) 93.28 131.03

Add: Balance brought forward from previous year 555.17 428.80

648.45 559.83

APPROPRIATION

Dividend on Preference Shares 4.00 4.00

Corporate dividend tax 0.65 0.66

Balance carried to balance sheet 643.80 555.17

648.45 559.83 Earning per share (Rs.) 6.65 9.49

OPERATIONS AND PROSPECTS

Due to overall dull economic conditions the operations of the Company for the period under review were

adversely affected resulting not giving good results. The turnover has declined of 3.46% (from Rs. 94.21 crore to Rs. 90.95 Crore). The net profit after tax declined by 28.81% (from Rs.131.03 lacs to Rs.93.28 lacs).

Yours Directors expect improved working results during the current year.

DIVIDEND

The Company paid an interim dividend @ 8% on 50000 Cumulative Redeemable Preference Shares of Rs.100/- each, for the period from April 1, 2011 to March 31, 2012 declared by the Board of Directors.

No dividend has been recommended by the board on Equity Shares in view of the need to conserve financial resources.

DIRECTORS

Shri R K Rajgarhia and Shri T N Chaturvedi retire by rotation and being eligible offer themselves for re- appointment.

Shri R K Chopra resigned from the Board of the Company with effect from 30.05.2012.Yours Directors place on record their deep appreciation of the extensive and valuable contribution made by Shri R.K Chopra during his long association with the Company.

AUDITORS' REPORT

The comments in the Auditors' Report read with the Notes on Accounts are self explanatory and therefore do not call for any further explanation.

AUDITORS

M/s Jagdish Sapra & Co., Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not invited any deposits from public during the year under the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES

No employee has been paid a remuneration exceeding Rs.60,00,000/- in a year or Rs.5,00,000/- in a month during the year under review which require disclosure under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby state:

That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

That the Directors 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.

That the Directors have prepared the annual accounts on a going concern basis.

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

As required Under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed.

ACKNOWLEDGMENT

Yours Directors wish to place on record their appreciation for the support and co-operation which the Company continues to receive from it's valued Customers, Government Authorities, Bankers, the Members of the Company and its Employees.

By Order of the Board

for Perfectpac Limited

PLACE: NEW DELHI R.K. RAJGARHIA

DATED: August 14, 2012 Chairman

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Mar 31, 2011

To the Members,

The Directors present their 39th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2011.

(Rs. in lacs)

FINANCIAL RESULTS For the Year For the Year Ended Ended 31.03.2011 31.3.2010

Income form operations 9966.57 9069.96

Other Income 40.71 16.41

Total Income 10007.28 9086.37

Profit before interest, depreciation and exceptional items 531.37 508.58

Less : Interest 165.16 177.37

Gross Profit 366.21 331.21

Less : Depreciation 170.68 135.50

Profit before exceptional items 195.53 195.71

Less : Exceptional items - 24.28

Profit from ordinary activities before tax 195.53 171.43

Less : Provision for income tax

- Current Tax 54.00 50.00

- Deferred Tax 10.50 12.65

- Income Tax & Fringe benefit tax related to previous year - 0.27

Net profit from ordinary activities after tax 131.03 108.51

Extraordinary activities (net of tax expenses) - -

Net profit/(Loss) 131.03 108.51

Add : Balance brought forward from previous year 428.80 324.97

559.83 433.48

APPROPRIATION

Dividend on Preference Shares 4.00 4.00

Corporate dividend tax 0.66 0.68

Balance carried to balance sheet 555.17 428.80

559.83 433.48

Earning per share (Rs.) 9.49 10.78

OPERATIONS AND PROSPECTS

The operations of the Company for the period under review were satisfactory and the Company was able to maintain a reasonable growth over the previous year. The turnover has registered an increase of 10.16% (from Rs. 90.47 crore to Rs. 99.66 Crore). The net profit after tax increased by 20.75% (from Rs. 108.51 lacs to Rs.131.03 lacs).

During the current year the demand for the Company's products is sluggish and the sales have been lower than the corresponding period of the previous year. The Company is making all efforts to boost the sales and improve efficiencies so as to maintain the profitability.

DIVIDEND

The Company paid an interim dividend on 50000, 8% Cumulative Redeemable Preference Shares of Rs.100/- each, for the period from April 1, 2010 to March 31, 2011 declared by the Board of Directors.

No dividend has been recommended by the board on Equity Shares in view of the need to conserve financial resources.

DIRECTORS

Shri R K Chopra and Shri S L Keswani retire by rotation and being eligible offer themselves for re- appointment.

AUDITORS'REPORT

The comments in the Auditors' Report read with the Notes on Accounts are self explanatory and therefore do not call for any further explanation.

AUDITORS

M/s Jagdish Sapra & Co., Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not invited any deposits from public during the year under the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES

No employee has been paid a remuneration exceeding Rs.60,00,000/- in a year or Rs.5,00,000/- in a month during the year under review which require disclosure under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby state:

1) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

3) That the Directors 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.

4) That the Directors have prepared the annual accounts on a going concern basis.

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

As required Under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed.

ACKNOWLEDGMENT

Yours Directors wish to place on record their appreciation for the support and co-operation which the Company continues to receive from it's valued Customers, Government Authorities, Bankers, the Members of the Company and its Employees.

By Order of the Board for Perfectpac Limited

PLACE: NEW DELHI SANJAY RAJGARHIA DATED: August 10, 2011 Managing Director

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Mar 31, 2010

The Directors present their 38th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2010.

(Rs. in lacs)

FINANCIAL RESULTS For the Year For the Year Ended Ended 31.03.2010 31.3.2009

Income form operations 9069.96 8,339.84

Other Income 16.41 11.51

Profit before interest, depreciation and exceptional items 508.58 415.65

Less: Interest 177.37 174.13

Gross Profit 331.21 241.52

Less: Depreciation 135.50 126.87

Profit before exceptional items 195.71 114.65

Less: Exceptional items 24.28 24.28

Profit from ordinary activities before tax 171.43 90.37

Less: Provision for income tax:-

Current Tax 50.00 13.50

Deferred tax 12.65 20.62

Fringe benefit tax - 4.30

Income Tax & Fringe benefit tax related to previous year 0.27 1.17

Net profit from ordinary activities after tax 108.51 50.77

Extraordinary activities (net of tax expenses)

Net profit/(Loss) 108.51 50.77

Add: Balance brought forward from previous year 324.97 330.04

433.48 380.81

APPROPRIATION

Dividend on Preference Shares 4.00 4.99

Corporate dividend tax 0.68 0.85

Capital Redemption Reserve

(on Redemption of Preference Shares) - 50.00

Balance carried to balance sheet 428.80 324.97

433.48 380.81

Earning per share (Rs.) 10.78 6.42



OPERATIONS AND PROSPECTS

The operations of the Company for the period under review have shown significant improvement. The

turnover has registered an increase of 8.55% (from Rs. 83.35 crore to Rs. 90.47 Crore). The net profit

after tax increased by 113 73% (from Rs.50.77 lacs to Rs.108.51 lacs) by focusing on efficiency

improvement.

During the current year the Company expects satisfactory working results.

DIVIDEND

The Company paid an interim dividend on 50000, 8% Cumulative Redeemable Preference Shares of

Rs.100/- each, for the period from April 1, 2009 to March 31, 2010 declared by the Board of Directors.

No dividend has been recommended by the board on Equity Shares in view of the need to conserve financial resources.

RIGHTS ISSUE

During the year your company has issued 6,65,950 equity shares of Rs.10/- each for cash at a premium of Rs.15/- (Issue Price of Rs. 25/-) per Equity Share on rights basis to the existing Equity Shareholders in the ratio of 1 (One) Equity Share for every 1 (One) Equity Share (1:1).

DIRECTORS

Shri R K Rajgarhia and Shri T N Chaturvedi retire by rotation and being eligible offer the mselves for re- appointment. AUDITORS REPORT

The comments in the Auditors Report read with the Notes on Accounts are self explanatory and therefore do not call for any further explanation.

AUDITORS

M/s Jagdish Sapra & Co., Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not invited any deposits from public during the year under the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES

No employee has been paid a remuneration exceeding Rs.24.00 lacs in a year or Rs.2,00 000/- in a month during the year under review which require disclosure under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby state:

1) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

3) That the Directors 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.

4) That the Directors have prepared the annual accounts on a going concern basis.

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

As required Under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies

(Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to

conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed.

ACKNOWLEDGMENT

Yours Directors wish to place on record their appreciation for the support and co-operation which the

Company continues to receive from its valued Customers, Government Authorities, Bankers, the Members

of the Company and its Employees.

By Order of the Board

for Perfectpac Limited

PLACE: NEW DELHI R. K. RAJGARHIA

DATED: August 7, 2010 Chairman