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Directors Report of Stanpacks (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report, together with the Audited Accounts of the Company for the year ended 31st March 2015.

FINANCIAL RESULTS:

The Company's financial results for the period under review are as follows:- (Rs. In lakhs)

particulars 2014-15 2013-14

SALES AND OTHER INCOME 3054.35 2976.42

PROFIT BEFORE INTEREST, DEPRECIATION & TAXES 339.38 193.55

INTEREST 222.68 224.76

DEPRECIATION 111.02 70.70

PROFIT BEFORE TAX (5.89) (103.10)

DEFERRED TAX - -

PROFIT / (LOSS) AFTER TAX (5.89) (103.10)

PROFIT/ (LOSS) OF EARLIER YEARS (431.60) (328.50)

PROFIT / (LOSS) (480.13) (431.60)

DIVIDEND:

Considering the current financial position, the Board of Directors does not recommend any dividend for the financial year 2014-15.

REVIEW OF OPERATIONS:

Amid optimism and rising business sentiments, your Company reported a top-line growth of around 7% increase over previous year. The Gross revenue from operations stood at Rs. 3517.47 lakhs compared with Rs. 3305.83 lakhs in the previous year.

The Operating profit before depreciation and tax (cash profit) stood at Rs. 116.70 lakhs against the cash loss of Rs. 32.40 lakhs in the previous year. Your Company has recorded a Net loss of Rs. 5.89 lakhs against the Net loss of Rs. 103.10 lakhs in the previous year. The accumulated losses have been increased to Rs. 480.13 lakhs resulting in erosion of around 78% of the Networth of the Company.

During the year under review, your Company has achieved the budgeted profit for the year 2014-15. With the change in the depreciation provision as prescribed under the schedule II of the Companies Act, 2013, the Company has incurred an additional depreciation cost resulted with a loss of Rs. 5.89 lakhs for the year.

Your Company has gone ahead with multiple strategies in the year 2014-15 for reducing the working capital difficulties and improving the productivity. Inspite of facing tough challenges during the year viz., volatility in raw material price, increase in power cost and consumables, major changes in the laws and regulations, your Company has performed in an increasing trend achieving the target predetermined for the year and consequently registering an operating profit before depreciation and tax. The continuous working capital support from the bankers and the infusion of funds by the Promoters were also the reasons for the improved performance.

Your management will continue their effort in further improving the performance of the company by expanding market, developing various cost cutting and value engineering measures, concentrating more in value added structure to increase the stability in the competitive market and to increase not only the volume but also profit margins in the coming years.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause 49 of the Listing Agreement with Stock Exchange, the Management Discussion and Analysis Report is enclosed as Annexure- 1.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure - 2 and forms an integral part of this Report.

DIRECTORS:

Pursuant to the provisions of the section 161(1) and section 149 of the Companies Act, 2013 read with the Articles of Association of the company, Smt. Shobha Gupta is appointed as Additional Director and she shall hold office only up to the date of this Annual General Meeting and being eligible offer herself for appointment as Director.

Pursuant to the provisions of the section 161(1) and section 149 of the Companies Act, 2013 read with the Articles of Association of the company, Sri. R. Sukumar is appointed as Additional Director and he shall hold office only up to the date of this Annual General Meeting and being eligible offer himself for appointment as Director.

The Company has pursuant to the provisions of clause 49 of the Listing Agreement entered into with the Stock Exchange and section 149 of the Companies Act, 2013 has appointed Smt. Shobha Gupta and Sri. R. Sukumar as Independent Directors of the Company, to hold office for a term of five years till the conclusion of 29th Annual General Meeting of the Company, subject to the approval of the shareholders in the ensuing Annual General Meeting. The Company has received declarations from the appointee independent directors, that they meet the criteria of independence, as prescribed both under sub-section (6) of section 149 of the Companies Act, 2013 and under the said clause 49 of the Listing Agreement.

Sri. G.P.N. Gupta retires by rotation at the Annual General Meeting and being eligible offers himself for re-appointment.

NUMBER OF MEETINGS OF THE BOARD AND BOARDS’ COMMITTEE:

The details of the number of Board Meetings and the Committee of the Board held during the financial year 2014-15 form part of the Corporate Governance Report.

INDEPENDENT DIRECTORS:

Sri. M.V. Chandrashekar, Sri. S. Ramakrishnan, Sri. M. Ravindra Reddy and Sri. Sanjay Ramaswami who were appointed in 23rd Annual General Meeting as an Independent Director of the Board for a period of five (5) years continue to be in the Board till the period ended 31st March 2019, not liable to retire by rotation.

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Act, that they meet the criteria of independence as laid down in Section 149(6) of the Act.

BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013 and clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Boards' functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under Section 134(3)(C) of the Companies Act, 2013 the Directors hereby state and confirm that they have:

a. In the preparation of the annual accounts for the year ended 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, 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 loss of the Company for the year ended on that date;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively; and

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

VIGIL MECHANISM:

The Company has established a Whistle Blower Policy / Vigil Mechanism Policy and also established a mechanism for directors and employees to report their concerns. The details of the Policy have been outlined in the Corporate Governance Report. The policy has been uploaded in the website of the Company at www.blissgroup.com

NOMINATION AND REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the company. The policy also lays down the criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the appointment of M/s. M.Srinivasan & Associates, Chartered Accountants as Statutory Auditors of the Company have been approved in the 23rd Annual General Meeting of the Company. They shall hold office until the conclusion of the 26th Annual General Meeting of the Company subject to ratification of their re-appointment by the Shareholders at every AGM. A resolution ratifying the re-appointment of Statutory Auditors forms part of the notice.

INDEPENDENT AUDITOR’S REPORT:

Clarification on Auditor's observation is given below:

'Emphasis of Matter' of the Independent Auditor's Report:

We draw attention to Note No.4 of the notes to accounts to the financial statements prepared on going concern basis which is self explanatory. Our opinion is not modified in respect of this matter.

Managements' Reply;

As mentioned in note no. 4 of notes on accounts, the accumulated losses as on 31st March 2015 has resulted with an erosion of 78% of the Networth of the Company.

The additional depreciation cost incurred during the year due to reassessment of depreciation as per schedule II of the Companies Act, 2013 is the main reason for the loss during the year and the increase in the erosion of Networth of the Company. However, the Company had shown a good improvement in the performance during the year 2014-15 achieving cash profit of Rs. 116.70 lakhs against the cash loss of Rs. 32.40 lakhs in the previous year.

During the year 2014-15, the Company has achieved the budgeted target and the order booking status was also quite good. With the change in the political scenario, the Company is also confident of having a good sale opportunity of its land at Nellore which will bring long term liquidity resulting in reducing the interest burden. Further, with the anticipated big orders, increase in the productivity and marketing capability and the continued financial support from the bankers and the promoters, the Company is confident of achieving better results in the years to come.

COST AUDIT:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) amendment rules, 2014, the Company's product does not fall under the purview of Cost Audit from the financial year 2014-15. The Company has also intimated the non-applicability of Cost Audit to the Registrar of Companies.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Messrs Lakshmmi Subramanian & Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the year 2014-15 is included as Annexure -3 and forms an integral part of this Report.

There is no secretarial audit qualification for the year under review.

LOANS, GUARANTEES AND INVESTMENTS:

The Company has not granted loan or guarantee in respect of a loan to any person or body corporate or acquisition of shares in other body corporate.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

The related party transactions as required under Section 134(3)(h) of the Companies Act 2013, r/w Rule 8 of the Companies (Accounts) Rules, 2014 are detailed under Note 13 - Notes annexed to and forming part of the Balance Sheet of the company.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

(Rs. in lakhs)

Remuneration Remuneration S. No Name Designation paid paid FY 2014-15 FY 2013-14

Whole Time 1 G.S. Sridhar Director-Operation 7.68 Nil*

Chief Financial 2 G.V. Gopinath Officer (KMP) 7.68 Nil*

Company Secretary 3 S.Chandrasekar (KMP) 3.09 NA**



Increase in Ratio / times remuneration per median S. No Name from previous of employee year remuneration

1 G.S. Sridhar Nil* 7.68

2 G.V. Gopinath Nil* 7.75

3 S.Chandrasekar NA** 3.16

Note:

1. The remuneration payable to the KMP / Whole ti me directors are in accordance with the Industry and Geographical standards and as per the Remuneration policy of the Company.

2. The percentage increase in the median remuneration of employees in the financial year is 3.9%

3. The number of permanent employees on the rolls of company as on 31st March 2015 is 50

4. No remuneration is paid to the Independent Directors of the Company other than the sitting fees of Rs.10,000/- for attending Board / Committee Meetings. The details of sitti ng fees paid to the Directors are set out in Corporate Governance Report.

5. Sri. G. Radhakrishna, Managing Director of the Company has revised his remuneration to Rs.10 per month.

6. * Considering the tough financial position of the Company, with the approval of Board of Directors, the Whole time director-Operations and the Chief Financial Officer have waived off their remuneration for the year 2013-14. ** The existing Company Secretary of the Company was appointed only on 26th March 2014 and hence the comparison is not done.

PERSONNEL:

None of the employees of the Company drew remuneration which in the aggregate exceeded the limits fixed under Section 134(3)(q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

conservation of energy, technology absorption and foreign exchange earnings and outgo:

The Particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Sec.134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are enclosed as part of the Report as Annexure - 4.

CORPORATE GOVERNANCE

As prescribed under the Listing Agreement which came into force from 1st October 2014, your Company does not fall under the purview of applicability of clause 49 of the Listing Agreement. During the year, with the approval of Board of Directors, your Company has informed the non-applicability provision to the Bombay Stock Exchange. However, your Company has complied with all mandatory provisions of Corporate Governance as prescribed under the Old Listing Agreement of the Stock Exchanges in which the Company is listed. In line with the requirements of Clause 49 of the listing agreement, a separate report on Corporate Governance, along with a certificate from the Statutory Auditors of the Company is annexed herewith to this report.

LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2015-16 before the due date to the Bombay Stock Exchange.

CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will be closed with effect from 18'*' September, 2015 to 24th September, 2015 (both days inclusive).

FIXED DEPOSITS:

During the financial year 2014-15, your Company has not accepted any deposit under the provisions of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

As required under the provision of Section 74(1)(b) of the Companies Act, 2013 and the explanation given under Rule 19 of the Companies (Acceptance of Deposits) Rules, 2015, your company has repaid the deposits accepted under Companies Act, 1956 with interest, that were repayable upto 30th June 2015. The deposits which are repayable in the period 1st July 2015 to 31st December 2016 amounting to Rs. 14,50,000/- will be repaid with interest on or before their due dates.

AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report.

INTERNAL COMPLAINTS COMMITTEE:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee ("ICC") has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of the complaints received and disposed off during the financial year 2014-15:

a) No. of complaints received: NIL

b) No. of complaints disposed off: NIL

In the meeting held on 28th May 2015, the Board has approved the reconstitution of the Committee with the following members:

1. Ms. Charumathi - Presiding Officer

2. Shri. Anderson - Member cum HR

3. Shri. Thalamuthu Natarajan - Independent Member

4. Ms. P. Pushpavathy - Member

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS OR TRIBUNALS:

During the year, the Company has not received any significant and material orders passed by the Regulators or courts or tribunals which would affect the going concern status of the Company and its future operations.

QUALITY MANAGEMENT SYSTEMS:

Your Directors are happy to report that as a commitment in meeting global quality standards, your company continues to have ISO 9001:2008 quality management systems a certificate from Intertek Certification Limited.

FORWARD LOOKING STATEMENTS:

Statements in this management discussion and analysis describing the Company's objectives, projections, estimates and expectations may be 'forward-looking statements' within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere gratitude to the encouragement, assistance, co-operation and support given by the Central Government, the Government of Tamil Nadu, the Karnataka Bank Ltd. during the year. They also wish to convey their gratitude to all the investors, customers, Auditors, suppliers, dealers and all those associated with the company for their continued patronage during the year.

Your Directors also wish to place on record their appreciation for the hard work and unstinting efforts put in by the employees at all levels.

For and on behalf of the Board

Place : Chennai G. Radhakrishna G.V. Gopinath Date : 13th August 2015 Managing Director Director Finance


Mar 31, 2014

Dear Members,

The Directors present the Twenty Third Annual Report, together with the Audited Accounts of the Company for the year ended 31st March 2014

FINANCIAL RESULTS:

The Company''s financial results for the period under review are as follows:-

(Rs. in Lakhs)

PARTICULARS 2013-14 2012-13

SALES AND OTHER INCOME 2976.42 2046.75

PROFIT BEFORE INTEREST, DEPRECIATION & TAXES 193.55 47.76 INTEREST 224.76 224.27

DEPRECIATION 70.70 79.80

PROFIT BEFORE TAX (103.10) (257.77)

DEFERRED TAX - -

PROFIT / (LOSS) AFTER TAX (103.10) (257.77)

PROFIT/ (LOSS) OF EARLIER YEARS (328.50) (70.73)

PROFIT / (LOSS) (431.60) (328.50)

DIVIDEND:

Considering the current and accumulated losses of your Company, the Board of Directors is not recommending any dividend for the year 2013-14

REVIEW OF OPERATIONS:

During the year under review, the Company''s gross sales amounted to Rs. 3,305.83 lakhs as against Rs. 2,381.95 lakhs in the year 2012-13. During the year, your Company was able to increase the turnover by 1.4 times and there was a marginal improvement in the overall performance as compared to the previous year.

Your Company has recorded a Net loss after tax of Rs. 103.10 lakhs as against the net loss of Rs. 257.77 lakhs incurred in the previous year. The accumulated losses have increased to Rs. 431.60 lakhs resulting in an erosion of 71% of the Networth of the Company.

Your Company had faced tough situations during the previous two financial years. Lack of orders, global scenario and liquidity were the major factors for the difficult situation and the resultant erosion. The setback faced was also due to under-utilization of capacity which resulted in low production and low sales fill Sept'' 2013. However, the Company was able to increase its performance by increasing its production and sales from the second half of the financial year 2013-14 which resulted in a profitable fourth quarter.

Your Company is thriving hard to improve their Operational performances by implementing various cost-cuffing and value engineering measures in the manufacturing operations. During the year, a detailed study was made on the categorization of the customers, based on the orders and realizations, and the Company concentrated on identifying the customers / orders which gave prompt realizations and the resultant profits.

Further, the Company is taking necessary action for sale of land at Nellore that shall bring long term liquidity into the Company. Your Promoters are continuing their support by bringing funds into the Company.

Considering the above factors and scope during the immediate future, the Management is confident that the performances from the year 2014-15 will see an upward trend.

DIRECTORS:

The Company has, pursuant to the provisions of clause 49 of the Listing Agreement entered into with the Stock Exchange and Section 149 of the Companies Act 2013 has appointed Sri. M.V.Chandrashekar, Sri. S. Ramakrishnan, Sri. Ravindra Madupu Reddy and Sri. Sanjay Ramaswami as an Independent Directors of the Company, to hold office for a term of five years up to March 31, 2019 subject to the approval of the shareholders in the ensuing Annual General Meeting. The Company has received declarations from the appointee independent directors, that they meet the criteria of independence, as prescribed both under sub-section (6) of Section 149 of the Companies Act 2013 and under the said clause 49.

Sri. G.P.N. Gupta retires by rotation at the Annual General Meeting and being eligible offers himself for re-appointment.

The tenure of Sri. G.Radhakrishna, Managing Director comes to an end on 18th November 2014. The tenure of Sri. G.V. Gopinath and Sri. G.S. Sridhar comes to an end on 24th September 2014. The Board has approved and recommended to the Shareholders, their re-appointment for a further period of three years.

STATUTORY AUDITORS:

The Statutory Auditors of the Company, M/s. M.Srinivasan & Associates, Chartered Accountant, Chennai, retire at the ensuing Annual General Meeting, and have confirmed their eligibility and willingness to accept office, if re-appointed.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors recommend the re-appointment of the Auditors, M/s. M.Srinivasan & Associates, Chartered Accountants, Chennai, to hold office from the conclusion of the 23rd Annual General Meeting until the conclusion of the twenty sixth AGM of the Company subject to ratification of their re-appointment by the Shareholders at every AGM. A resolution proposing re-appointment of M/s. M.Srinivasan & Associates as the Statutory Auditors of the Company forms part of the Notice.

INDEPENDENT AUDITOR''S REPORT:

Clarification on Auditor''s observation is given below:

''Emphasis of Matters'' of the Independent Auditor''s Report:

We draw attention to Note No. 3 of the financial statements in this regard on the erosion of 71% of the Networth as on the balance sheet date. The Management is confident of bringing in long term funds by selling the idle land and buildings at Nellore which will results in liquidation of some of the borrowings thereby saving substantial interest cost. The company is also confident of better performance in the current financial year. Our opinion is not qualified in respect of this matter.

As mentioned in note no. 3 of notes on accounts, the accumalated losses as on 31st March 2014 has resulted in erosion of 71% of Networth of the Company. The performance of the Company during the last two financial years was not good. Lack of orders, liquidity issues and global scenario were the major factors for such performance. However, the Company has taken various cost-cuffing and value engineering measures in the manufacturing operations during the financial year 2013-14 which has improved its performance resulting with a profit in the last quarter of the year.

The Company is hoping to get continuous good orders from the year 2014-15. With the change in the political scenario, the Company is confident of having a good sale opportunity of its land at Nellore which will bring long term liquidity resulting in reducing the interest burden. Considering the scope during the immediate future and continuous financial support from the promoters, the management is confident that the performances from the year 2014-15 will see an upward trend.

COST AUDITORS:

Sri Rajesh Sai Iyer, Cost Accountant of Chennai was appointed as a Cost Auditor for the year 2013-14 to conduct Cost Audit and the Cost Audit Report for the year 2013-14 will be filed before the due date.

PERSONNEL:

None of the employees of the Company drew remuneration which in the aggregate exceeded the limits fixed under sub-section (2A) of Section 217 of the Companies Act, 1956.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Sec.217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are enclosed as part of the Report.

CORPORATE GOVERNANCE:

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges in which the Company is listed. In line with the requirements of Clause 49 of the listing agreement, a separate report on Corporate Governance, along with a certificate from the Statutory Auditors of the Company is annexed herewith to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956 the Directors hereby state and confirm that they have:

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

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, 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 loss of the Company for the year ended on that date.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d) They have prepared the annual accounts on a going concern basis

FIXED DEPOSITS:

The total amount of fixed deposits from public and shareholders of the company as at 31st March 2014 was Rs.65.75 lakhs. There was no default in repayment of the deposits or interest on the due dates and there was no overdue/unclaimed deposit at the end of the year.

With the provisions of the Companies Act, 2013 coming into effect from 01.04.2014, your Company shall repay all the deposits accepted under Companies Act, 1956 before the prescribed due dates as mentioned in Section 74 of the Companies Act, 2013 and the rules notified thereunder.

INTERNAL COMPLAINTS COMMITTEE:

The Ministry of Child Development and Women have notified the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with effect from 09.12.2013.

As required under section 4 of the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules notified thereunder, an Internal Complaints Committee has been constituted at Stanpacks (India) Limited, Sholavaram Unit on 29.05.2014. The Members of the Committee are as under:

1. Ms. Shobana - Presiding Officer

2. Shri. Anderson - Member Cum HR

3. Shri. Thalamuthu Natarajan - Independent Member

4. Ms. Charumathi - Member

5. Ms. P.Pushpavathy - Member

A Policy of Internal Complaints Committee was approved by the Board of Directors in their Meeting held on 29.05.2014. There have been no cases reported since the time of constitution of the Committee.

QUALITY MANAGEMENT SYSTEMS:

Your Directors are happy to resort that as a commitment in meeting global quality standards, your company continues to have ISO 9001:2008 quality management systems a certificate from Intertek Certification Limited.

FORWARD LOOKING STATEMENTS:

Statements in this management discussion and analysis describing the Company''s objectives, projections, estimates and expectations may be ''forward-looking statements'' within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important factors that could make a difference to the Company''s operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere gratitude to the encouragement, assistance, co-operation, and support given by the Central Government, the Government of Tamil Nadu and Karnataka Bank Ltd. during the year. The Directors appreciate your whole hearted efforts during the year and solicit your continued support and co-operation. They also wish to convey their gratitude to the valued customers, Auditors, customers, suppliers, dealers and all those associated with the company for their continued patronage during the year.

Your Directors also wish to place on record their appreciation for the hard work put in by the employees at all levels.

For and on behalf of the Board

Place : Chennai G. Radhakrishna G.V. Gopinath Date : 12th August 2014 Managing Director Director Finance


Mar 31, 2013

FINANCIAL RESULTS

The Company''s financial results for the period under review are as follows:

(Rs. in Lakhs)

PARTICULARS 2012-13 2011-12

SALES AND OTHER INCOME 2,046.75 2,197.22

PROFIT BEFORE INTEREST, DEPRECIATION AND TAXES 47.76 307.19

INTEREST 224.27 215.55

DEPRECIATION 79.80 94.10

PROFIT BEFORE TAX (257.77) (4.09)

DEFERRED TAX - -

PROFIT / (LOSS) AFTER TAX (257.77) (4.09)

PROFIT/ (LOSS) OF EARLIER YEARS (70.73) (66.64)

PROFIT / LOSS (328.50) (70.73)

PERFORMANCE

The company''s gross revenue from operations stands at Rs. 2043.39 lakhs, during the previous year performance of the company was sluggish owing to increase in fixed cost incurred due to power shortage and dearth in labor. As progress is impossible without change, the Board of Directors resolved to consolidate the company''s operations to one unit as a measure to curb the significant fixed cost which stood as the major cause of concern for under performance by the company. Despite the fact that the operations have been consolidated Stanpacks has given positive breakthrough by achieving 93% of the revenue generated during the previous year.

The overall losses of the company was due to re-organisation and disposal of unused machinery. The Company has recorded a net loss of Rs.257.77 lacs for the year and has incurred losses in the previous year also, resulting in erosion more than of 50% of Net worth.. The Management is confident that the Company will be able to generate profits in future years and meet its financial obligation as they arise. The Company has restructured the entire operations by discontinuing business areas with very low operating margins, reducing the number of locations to reduce the fixed overhead.

The Company is working in economizing the purchase cost of raw materials to sustain price realization so that there is no loss of margin on account of price fluctuations. The promoters have induced liquidity of rs.168.66 Lacs in the last 2-3 years and will infuse support further. Long term liquidity support will flow in to the company by sale of lands belonging to the company at Nellore which is not being used currently. This would clear all long term loans to the bank which will reduce the interest burden considerably. These initiatives will ensure that 2013-14 will result in consolidation for generating profits in the coming years.

DIVIDEND

In view of the losses, current and accumulated, your Directors do not recommend dividend for the year 2012-2013.

FIXED DEPOSITS

The total amount of fixed deposits from public and shareholders of the company as at 31st March 2013 was Rs. 51.90 lakhs. There was no default in repayment of the deposits or interest on the due dates and there was no overdue/ unclaimed deposit at the end of the year.

DIRECTORS

Sri G.P.N. Gupta and Sri S. Ramakrishnan, Directors retire by rotation at the Annual General Meeting and being eligible offer themselves for re-appointment.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration which in the aggregate exceeded the limits fixed under sub-section (2A) of Section 217 of the Companies Act, 1956.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and Foreign Exchange Earnings and outgo has been set out in Annexure-I of this Report.

CORPORATE GOVERNANCE

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges in which the Company is listed. In line with the requirements of Clause 49 of the listing agreement, a separate report on Corporate Governance, along with a certificate from the Statutory Auditors of the Company is annexed herewith to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors hereby confirm that they have:

- Followed the applicable Accounting Standards in the preparation of the annual accounts along with proper explanation relating to material departures;

- Selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profits of the company for the year under review;

- 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 detecting fraud and irregularities;

- Prepared the accounts for the Financial Year on a "going concern" basis.

STATUTORY AUDITORS

The Directors recommend the appointment of the Auditors of the Company to hold office from the conclusion of the 22nd Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration. The present Auditors M/s. M. Srinivasan & Associates whose tenure comes to an end at the ensuing Annual General Meeting are eligible for re-appointment.

COST AUDITOR

Sri Rajesh Sai Iyer, Cost and Management Accountant has been appointed as Cost Auditor to conduct cost audit pursuant to section 233B of The Companies Act, 1956 for the product covered under MCA Cost Audit Order(s) for the financial year 2013-2014 with the approval of Central Government.

FORWARD LOOKING STATEMENTS

Statements in this management discussion and analysis describing the Company''s objectives, projections, estimates and expectations may be ''forward-looking'' within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important factors that could make a difference to the Company''s operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to the Central Government, the Government of Tamil Nadu and Karnataka Bank Ltd., for their continued support during the year. Your Directors also wish to convey their thanks to the valued customers, employees, Auditors, customers, suppliers, dealers and all those associated with the company for their continued patronage during the year.

For and on behalf of the Board

Place : Chennai G. Radhakrishna G.V. Gopinath

Date : 12th August 2013 Managing Director Director Finance


Mar 31, 2011

The Members,

The Directors' present the audited accounts of the Company for the financial year ended 31st March 2011.

FINANCIAL RESULTS:

The Company's financial results for the period under review are as follows:- (Rs. In lakh)

PARTICULARS 2010-2011 2009-2010

Sales and other Income 2977.86 2702.32

Profit before Interest, Depreciation & Taxes 319.62 194.86

Interest 197.24 185.73

Depreciation 97.97 98.54

Profit Before Tax 8.51 (90.92)

Deferred Tax - (27.42)

Profit/Loss After Tax 8.51 (63.50)

Profit / Loss of earlier years (75.15) (11.65)

Profit / (Loss) (66.65) (75.15)

DIVIDEND:

The Directors of the Company keeping in view the performance of the Company have not recommended any dividend for the period under review.

DIRECTORS:

Sri M.Ravindra Reddy and Sri M.V.Chandrasekar Directors retire by rotation at the Annual General Meeting and being eligible offer themselves for reappointment.

The tenure of Sri G.V.Gopinath and Sri G.S.Sridhar, Directors comes to an end on 24th September 2011. The Board recommends the Shareholders to re- appoint them for a further period of three years and also recommends the re-appointment of Sri G.Radhakrishna Managing Director of the Company with effect from 19th November 2011 for three years.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company were in receipt of remuneration which in the aggregate exceeded the limits fixed under sub-section (2A) of Section 217 of the Companies Act, 1956.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo has been set out in Annexure-I of this Report.

CORPORATE GOVERNANCE:

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges in which the Company is listed. In line with the requirements of Clause 49 of the listing agreement, a separate report on Corporate Governance, along with a certificate from the Statutory Auditors of the Company is annexed herewith to this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors' hereby confirm that they have:

i) Followed the applicable accounting Standards in the preparation of the annual accounts along with proper explanation relating to material departures;

ii) Selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profits of the company for the year under review;

iii) 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 detecting fraud and irregularities;

iv) Prepared the accounts for the financial year on a "going concern" basis.

STATUTORY AUDITORS:

The Directors recommend the appointment of the Auditors of the Company to hold office from the conclusion of the 20th Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration. The present Auditors M/s M.Srinivasan & Associates whose tenure comes to an end at the ensuing Annual General Meeting are eligible for reappointment.

INDUSTRIAL RELATIONS:

Industrial relations continued to be cordial. The Directors place on record their deep appreciation for the sincere and dedicated teamwork by all employees at all levels to meet the quality, cost and delivery requirements of the customers.

FORWARD LOOKING STATEMENTS:

Management Discussion and Analysis forming part of this Report is in compliance with Corporate Governance Standards incorporated in the listing agreement with Stock Exchanges and such statements may be "forward-looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude to the Central Government, the Government of Tamil Nadu and Karnataka Bank Ltd., for their continued support during the year. Your Directors also wish to convey their thanks to the valued customers, employee's dealers for their continued patronage during the year.

For and on behalf of the Board

G.V.Gopinath G.Radhakrishna Director Finance & Marketing Managing Director

Place Chennai Date May 26, 2011


Mar 31, 2010

The Directors have pleasure in presenting their Report and the Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS:

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

Rs. In lakhs

2009-2010 2008-2009 Income

Sales and other Income 2702.32 2959.82

Profit before Interest, Depreciation & Taxes 194.86 85.33

Interest 185.73 203.67 Depreciation 98.54 97.43

Profit Before Tax (90.92) (213.86)

Deferred Tax (27.42) (106.24)

Fringe Benefit Tax - 2.10

Profit After Tax (63.50) (109.72)

Profit of earlier years (11.65) 98.07

Profit / (Loss) (75.15) (11.65)



DIVIDEND:

The Directors have not recommended any dividend during the year under review, as the company did not have profits to distribute.

OPERATIONS:

The company made a turnover of 2694.47 Lakhs as against the turnover of 2887.84 lakhs during the previous year. This has resulted in the loss of Rs 64 lakhs. The cost of operation increased due to increase in cost of power on account of power shutdowns and also increase in labour cost. The shifting of the Marasur factory to Chennai has resulted in the loss of production.

The Marasur unit deals with production of agronit bags. The demand for which has greatly reduced. The scope for expansion at Marasur is not inconsonant with the current market situations in Tamil Nadu. Without expansion the cost of running is too high to continue the production there. Considering all these the Board had approved the shifting of the same to Chennai. Thus the plant and machineries in Marasur Unit has been shifted to Chennai Unit.

Regarding Auditors comment in clause xvi of the annexure to the auditors report that "the company has used Rs. 97.98 Lakhs funds on short term basis for long term investment."

The company would like to inform the shareholders that during the year the company had to shift the operation from Marasur (Bangalore) to Chennai for synergy in operation and to consolidate operations. The temporary disruption of production during this period, the cost of relocation initial startup expenses coupled with the additional power requirement cost was the major reason, for this. An amount to the tune of around Rs. 37 Lakhs was invested towards the same.

The benefits of this will accrue to your company during the ensuing financial year. Your company is confident of nullifying this effect during the current fiscal.

It is pertinent here to inform the shareholders that the balance amount was utilised towards Repayment of Term Loan .

DIRECTORS:

Sri. S.Ramakrishnan, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Sri B.Surender, Director retires by rotation at the ensuing Annual General Meeting.

During the year, Dr. G.V.Chalapathi, Managing Director and Sri. G.Muralidhar Director have resigned from the Directorship of the Company. Sri G.Radhakrishna, Joint Managing Director has taken the mantle of the Managing Director from Sri G.V. Chalapathi with effect from April 01,2010. Sri.G.P.N.Gupta, Sri. Rajuswamy and Sri. SanjayRamaswami were appointed as additional directorsand their appointments are valid till the ensuing Annual general Meeting only. Hence their appointment to the board as Non-Executive Directors, liable to retire by rotation are being placed before the shareholders.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company were in receipt of remuneration which in the aggregate exceeded the limits fixed under sub-section (2A) of Section 217 of the Companies Act, 1956.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo has been set out in the Annexure-I to this Report.

CORPORATE GOVERNANCE:

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges in which the Company is listed. In line with the requirements of Clause 49 of the listing agreement, a separate report on Corporate Governance, along with a certificate from the Statutory Auditors of the Company is annexed herewith to this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors hereby confirm that they have:

i) Followed the applicable accounting Standards in the preparation of the annual accounts;

ii) Selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profits of the company for the year under review;

iii) 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 detecting fraud and irregularities;

iv) Prepared the accounts for the financial year on a "going concern" basis.

STATUTORY AUDITORS:

The Board of Directors recommend the appointment of the Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration. The present Auditors, M/s.M.Srinivasan & Associates whose tenure comes to an end at the ensuing Annual General Meeting are eligible for reappointment.

INDUSTRIAL RELATIONS:

Industrial relations continued to be cordial. The Directors place on record their deep appreciation for the sincere and dedicated teamwork by all employees at all levels to meet the quality, cost and delivery requirements of the customers.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude to the Central Government and the Government of Tamil Nadu, Karnataka Bank Ltd., for their continued support during the year. Your Directors also wish to convey their thanks to the valued customers, dealers for their continued patronage during the year.

Your Directors acknowledge with appreciation the services rendered by the Executives, Staff and Workers of the Company.



For and on behalf of the Board

Chennai G.Radhakrishna G.V.Gopinath

May 27, 2010 Managing Director Executive Director