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Directors Report of Well Pack Papers & Containers Ltd.

Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

The summarized financial results for the year ended 31 st March, 2010 are as under:

(Rs. in Lacs)

Particulars 2009-2010 2008-2009

1. Profit before Interest, Depreciation and Tax 289.64 156.10

2. Interest 139.52 50.34

3. Depreciation 102.51 63.53

4. Profit (Loss) Before Tax 47.61 42.23

5. Provision for taxation 7.62 4.26

6. Deferred Tax - -

7. Fringe Benefit Tax 0.00 0.87

8. Profit (loss) after Tax 39.98 37.09

DIVIDEND :

To conserve the resources, your directors do not recommend dividend for the financial year ended on 31.03.2010.

INCREASE IN PAID-UP SHARE CAPITAL OF THE COMPANY

During the year under review the paid up share capital of the Company was increased due to following reasons:

- 2,35,200 No. of Equity Shares having nominal value of Rs. 10/- each were issued at a premium of Rs. 415/- per equity shares to promoters and non-promoters on preferential basis, as approved by the shareholders in their Extra Ordinary General Meeting held on 05.03.2010.

- Nominal Value of the Equity Shares of the company has been sub-divided from Rs. 10/- each to Rs. 1/- each.

- 3,50,26,650 No. of Equity Shares having nominal value of Rs. 1/- each were issued as Bonus Shares on March 18, 2010 in the ratio of 3:4 i.e. Three equity share for every four equity share held by the members of the Company, as approved at the Extra Ordinary General Meeting held on 05.03.2010. A total amount of Rs. 3,50,26,650/- was capitalized for this Bonus Issue of the Company. All the Bonus shares issued were admitted for trading by the respective Stock Exchange(s) on which the shares of the Company are listed.

DIRECTORS:

Mr. Nilkamal C. Nayak and Mr. Akshay V. Patel, Director of the Company retires by rotation at this annual general meeting and being eligible, offers him self for reappointment. The Board recommends his reappointment.

FIXED DEPOSITS:

The company has not accepted the fixed deposits during the year under report.

AUDITORS:

M/S Babubhai Patel & Co., Auditors of the Company retires at the conclusion of this Annual General Meeting and being eligible, are recommended for reappointment.

AUDITORS REPORT:

The Auditors report is self-explanatory and so far, there is no negative remark by the Auditors.

COST AUDITORS:

The Company has reappointed M/s V. H. Shah, Cost Accountant as the Cost Auditors of the Company relating to financial year 2010-11 as required by the Central Government under Section 233B of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the directors had 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 profit of loss of the Company for the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Companys Auditors confirming compliance there to is set out in the Annexure forming part of this report.

LISTING:

The shares of the Company are listed on Bombay Stock Exchange Limited and Ahmedabad Stock Exchange Limited. The Company has paid the annual listing fees for the year 2010-11.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report.

PARTICULARS OF THE EMPLOYEES:

The Company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 apply and so it is not applicable to the company.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

The additional information required under Section 217(1)(e) of the Companies Act, 1956 relating to Conservation of energy, technology absorption and foreign exchange earnings or outgoes is annexed herewith and forming part of this report.

ACKNOWLEDGMENT:

The Directors wish to thank and deeply acknowledge the cooperation and assistance received from the Bankers, Suppliers and shareholders. The Director also wishes to place on record their appreciation of the devoted services of employees of the Company.

Place: Piyaj, Gujarat For and on behalf of the Board

Date: 26.08.2010

Vinod M. Patel

Chairman & Managing Director

 
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