annual report 2012–2013 - bliss group reportfinal 2012-13.pdf · annual report 2012–2013 5...

Annual Report 2012–2013

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CONTENTS

1. Corporate Informa on 02

2. No ce to the Shareholders 03

3. Report of the Board of Directors and Management Discussion and Analysis 05

4. Report on Corporate Governance 10

5. Independent Auditor’s Report 19

6. Balance Sheet 24

7. Statement of Pro t and Loss 25

8. Cash Flow Statement 26

9. Notes to the Financial Statements 27

10. A endance Slip & Proxy Form End

IMPORTANT COMMUNICATION

The ministry of corporate a airs has taken a “Green ini a ve in the Corporate governance” by allowing paperless compliances by companies and has issued a circular clarifying that the companies would be in compliance with sec on 219(1) of companies act 1956, in case copy of no ce calling annual general mee ng, audited nancial statements, director’s report, Auditor’s report etc is sent by electronic mail to its members. Hence, members who have not registered their e-mail address so far are requested to register their email addresses with the depository par cipants to enable the company to send the no ce calling Annual General Mee ng, audited nancial statements, directors’ report, Auditors’s report etc., through email. Members who hold shares in physical form are requested to register their mail address with the Registrar and Share Transfer Agent viz. Cameo corporate Services Ltd, Chennai.


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CORPORATE INFORMATION

BOARD OF DIRECTORS SRI G.P.N. GUPTA – ChairmanSRI G. RADHAKRISHNA – Managing DirectorSRI S. RAMAKRISHNAN – DirectorSRI M.V. CHANDRASHEKAR – DirectorSRI M. RAVINDRA REDDY – Director SRI SANJAY RAMASWAMI – DirectorSRI G.S. SRIDHAR – Director Opera onsSRI G.V. GOPINATH – Director Finance

STATUTORY AUDITORS M/s. M. SRINIVASAN & ASSOCIATES, Chartered Accountants, No. 5, 9th Floor, B Wing, Parsn Manere, 602, Anna Salai, Chennai – 600 006

COMPANY SECRETARY AND COMPLIANCE OFFICER Ms. C. RUBAVATHY

COST AUDITOR SRI RAJESH SAI IYER, No. 25/13, Madhuban, Ritherdon Road, Chennai–600 007

REGISTRARS AND SHARE TRANSFER AGENT Cameo Corporate Services Ltd., ‘Subramaniam Building’, No. 1, Club House Road, Mount Road, Chennai – 600 002. Phone: 044–28460390, Fax: 044-28460129

BANKERS The Karnataka Bank Ltd.State Bank of India

LISTING Madras Stock Exchange Ltd. BSE Ltd. (Bombay Stock Exchange Ltd.)

WORKS Sholiyapalayam Village, Sholavaram, Ponneri Taluk, Thiruvallur DistrictChennai – 600 067, Tamil Nadu.

REGISTERED OFFICE ‘S.K. ENCLAVE’ New No. 4, (Old No. 47), Nowroji Road, Chetpet, Chennai – 600 031 Phone: 044-26451722, 26461415, 26452325 Fax: 91-44-26451720, E-Mail: [email protected]: www.blissgroup.com


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NOTICE TO THE SHAREHOLDERS

NOTICE is hereby given that the 22nd ANNUAL GENERAL MEETING of the members of the Company will be held at 10.30 A.M. on Wednesday 25th September 2013 at Narada Gana Sabha Trust Mini Hall, No. 314, T.T.K. Road, Chennai– 600018 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited Balance Sheet of the Company as at 31st March, 2013 and the Statement of Pro t and Loss for the year ended on that date and the report of the Board of Directors and Auditor’s thereon.

2. To appoint a Director in place of Sri G.P.N. Gupta who re res by rota on and being eligible, o ers himself for re-appointment.

3. To appoint a Director in place of Sri S.Ramakrishnan who re res by rota on and being eligible, o ers himself for re-appointment.

4. To re-appoint the Auditors and to x their remunera on and in this regard to consider and if thought t, to pass, with or without modi ca on(s), the following resolu on as an ordinary resolu on:

“RESOLVED THAT pursuant to the provision of sec on 224 of the Companies Act, 1956, M/s. M. Srinivasan & Associates, Chartered Accountants, (Registra on No. 004050S) be and are hereby appointed as the Auditors of the Company, to hold o ce from the conclusion of this Annual General Mee ng ll the conclusion of the next Annual General Mee ng of the Company on such remunera on as shall be determined by the Board of Directors.”

By Order of the BoardFor STANPACKS (INDIA) LIMITED

Place : Chennai C. RUBAVATHYDate : 12th August 2013 COMPANY SECRETARY

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. THE PROXY FORM DULY STAMPED AND EXECUTED SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. Members / Proxies should bring the A endance slip duly lled in for a ending the mee ng. Members are requested to bring their copy of the Annual Report, no addi onal copies will be provided at the venue.

3. Members are requested to in mate the Company, queries, if any, regarding the accounts/no ce, not less than seven days before the mee ng to enable the management to keep the required informa on readily available at the mee ng.

4. The Register of Members of the Company will remain closed from 18th September 2013 to 25th September 2013 (both days inclusive).

5. All documents referred to in the accompanying No ce are available for inspec on at the registered o ce of the Company between working hours 11.00 A.M to 1.00 P.M. except on holidays.


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6. RESUME OF DIRECTORS BEING RE-APPOINTED

As required under Clause 49 of the Lis ng Agreement a brief background, func onal exper se of the Directors proposed for reappointment are furnished below:

SRI G.P.N. GUPTA

Sri G.P.N Gupta, Chairman and non-execu ve Director of the company is a Commerce Graduate with over 40 Years of experience in the Packaging Industry. He has been associated with the company since his appointment as Director in the year 2010. He is currently the Managing Director of Jumbo Bag Limited. Sri G.P.N. Gupta was instrumental in bringing to our company enormous wealth of knowledge and experience in the areas like project planning, implementa on of nance, cos ng and cost control measures etc., Sri G.P.N. Gupta is helpful on contemporary management programme, legal ma ers and Quality management systems. His support for the Company through some of its most challenging mes is remarkable. By his rich and varied experience in the eld of packaging industry our company will be immensely bene ted by his presence in the Board. He is holding

1,89,800 shares in the company.

SRI S. RAMAKRISHANAN

Sri S. Ramakrishanan is a Science Graduate. He has been serving as a Director of the Company since 2002. He is a member of Audit Commi ee and Selec on and Remunera on Commi ee of the Company. He was a Director in M/s. Abbo Laboratories and a member of OPPI Marke ng Commi ee, Professional Marke ng Consultants, Alumni of Sta College, Hyderabad and past member of Indian Society of Training & Development. He is well versed in handling produc on and workforce problems and HRD needs. He is a Senior Marke ng Consultant with an experience of over 42 years and extensively travelled in India and abroad. He is not holding any share in the Company. He is not a director in any other Company.

7. Shareholders are requested to check whether they have en-cashed Dividend Warrants for earlier year. If the Dividend Warrants are lost or not en-cashed, please apply for Demand Dra in lieu of those Dividend Warrants before the last date indicated below:

Dividend for the year

ended

Rate of Dividend

Dividend warrant dated

Date on which Unpaid amounts required to be paid to the Central Government

Shareholdersshould apply latest by

31.03.2006 5% 14.10.2006 27.10.2013 27.09.2013*

A sum of Rs. 2,41,231/- which was lying as balance under unpaid dividend account for the year ended 31st March 2005 was credited to the Investor Educa on and Protec on fund on 11th October 2012 as required under Sec on 205A of the Companies Act, 1956.

* Shareholders who have not collected their Dividend for the year ended 31st March 2006 are informed to collect the same before 27th September 2013 a er which it will be credited to the Investor Educa on and

Protec on fund as required under sec on 205A of the Companies Act, 1956.

By Order of the BoardFor STANPACKS (INDIA) LIMITED

Place : Chennai C. RUBAVATHYDate : 12th August 2013 COMPANY SECRETARY


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REPORT OF THE BOARD OF DIRECTORS AND MANAGEMENT DISCUSSION AND ANALYSIS

FINANCIAL RESULTS

The Company’s nancial 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 opera ons stands at Rs. 2043.39 lakhs, during the previous year performance of the company was sluggish owing to increase in xed cost incurred due to power shortage and dearth in labour. As progress is impossible without change, the Board of Directors resolved to consolidate the company’s opera ons to one unit as a measure to curb the signi cant xed cost which stood as the major cause of concern for under performance by the company. Despite the fact that the opera ons have been consolidated Stanpacks has given posi ve breakthrough by achieving 93% of the revenue generated during the previous year.

The overall losses of the company was due to re-organisa on 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, resul ng in erosion more than of 50% of Networth.. The Management is con dent that the Company will be able to generate pro ts in future years and meet its nancial obliga on as they arise. The Company has restructured the en re opera ons by discon nuing business areas with very low opera ng margins, reducing the number of loca ons to reduce the xed overhead.

The Company is working in economizing the purchase cost of raw materials to sustain price realiza on so that there is no loss of margin on account of price uctua ons. 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 ow 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 ini a ves will ensure that 2013-14 will result in consolida on for genera ng pro ts in the coming years.

DIVIDEND

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


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FIXED DEPOSITS

The total amount of xed 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 re re by rota on at the Annual General Mee ng and being eligible o er themselves for re-appointment.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remunera on which in the aggregate exceeded the limits xed under sub-sec on (2A) of Sec on 217 of the Companies Act, 1956.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Informa on in accordance with the provisions of Sec on 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Par culars in the Report of Board of Directors) Rules, 1988 regarding conserva on of energy, technology absorp on 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 Lis ng Agreement of the Stock Exchanges in which the Company is listed. In line with the requirements of Clause 49 of the lis ng agreement, a separate report on Corporate Governance, along with a cer cate from the Statutory Auditors of the Company is annexed herewith to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Sec on 217 (2AA) of the Companies Act, 1956 the Directors hereby con rm that they have:

Followed the applicable Accoun ng Standards in the prepara on of the annual accounts along with proper explana on rela ng to material departures;

Selected such accoun ng policies and applied them consistently and made judgments and es mates that were reasonable and prudent so as to give a true and fair view of the state of a airs of the company at the end of the Financial Year and of the pro ts of the company for the year under review;

Taken proper and su cient care for the maintenance of adequate accoun ng records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and detec ng fraud and irregulari es;

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 o ce from the conclusion of the 22nd Annual General Mee ng un l the conclusion of the next Annual General Mee ng and to x their remunera on. The present Auditors M/s. M. Srinivasan & Associates whose tenure comes to an end at the ensuing Annual General Mee ng are eligible for re-appointment.


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COST AUDITOR

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

FORWARD LOOKING STATEMENTS

Statements in this management discussion and analysis describing the Company’s objec ves, projec ons, es mates and expecta ons may be ‘forward-looking’ within the meaning of applicable laws and regula ons. Actual results may di er substan ally or materially from those expressed or implied. Important factors that could make a di erence to the Company’s opera ons include economic condi ons a ec ng demand/supply and price condi ons in the domes c and overseas markets in which the company operates, changes in the Government regula ons, tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gra tude to the Central Government, the Government of Tamil Nadu and Karnataka Bank Ltd., for their con nued 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 con nued patronage during the year.

For and on behalf of the Board

Place : Chennai G. Radhakrishna G.V. GopinathDate : 12th August 2013 Managing Director Director Finance

ANNEXURE - I

INFORMATION UNDER 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.

A. CONSERVATION OF ENERGY

In Sewage Treatment Plant (STP) 10 HP air compressor was replaced with 1 HP compressor leading to a reduc on in consump on from 8 units/hour to 0.8 units/hour.

Total energy consump on per unit of produc on as per Form-A:

FORM-ASl.

No.Par culars

Current Year2012–13

Previous Year2011–12

1 Electricity purchased from Electricity Boards

a. Total units purchased / consumed 6,37,542 17,57,209

b. Total amount of Electricity bill (in Rs.) 48,10,726 1,08,46,426

c. Rate per unit (in Rs.) 7.55 6.17

2 Own genera on through Diesel generator

Diesel generator (in unit) 2,84,966 267,574

Fuel (in ltrs.) 89,012 90,113

Average unit generated per ltr. 3.2 2.97

Rate per unit (in Rs.) 15.22 15.17


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B. TECHNOLOGY ABSORPTION

E orts made in technology absorp on as per Form-B

FORM-BRESEARCH AND DEVELOPMENT (R&D) (Rs. in lakhs)

Expenditure on R&D 2012–2013 2011–2012

a) Capital Rs. NIL NIL

b) Revenue Rs. NIL 1.83

c) Total Rs. NIL 1.83

d) Total R & D expenditure as a percentage of total turnover NIL 0.08%

C. FOREIGN EXCHANGE EARNINGS AND OUTGO (Rs. in lakhs)

Par culars 2012–13 2010–11

Foreign Exchange outgo

Imports (CIF) 44.82 NIL

Travel NIL NIL

Foreign Exchange Earned:

F.O.B. Value of Exports 120.76 142.77

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENTS

In the present economic scenario, Plas c products permeate the en re spectrum of daily use items and canvas almost every sphere of life. Packaging industry is growing very rapidly not only at its own but also because of growth of several industries which are using packing materials.

Consolida on of opera ons has crippled the wastages owing to sale of ine ec ve and obsolete machineries. The power scenario in Tamil Nadu is s ll crea ng impacts on opera ons, addi onal cost incurred for alternate power supply is also signi cant. The high ux in raw material prices and demand was further alarming for ensuring the opera onal pro t. Subsequently, the company is looking for poten al places where the procurement of raw material can be put on track, and bene t in smoothening the fund ows.

OPPORTUNITIES AND THREATSOpportunity/Strengths

The Indian packaging industry is growing at a fast pace of 11% annually and is es mated to cross the 95,000 crore mark by 2015. The current value of the industry rests at 63,000 crore. The packaging industry has organized to medium to large players as well as unorganized local players. The growth indicator for the Indian packaging industry is the food & beverage and pharmaceu cal packaging sectors. The next three to four years will witness the growth of the food processing industry in double fold, which will consequently lead to a huge demand for packaging material. (Source: slideshare.com)

Our Company’s products has perpetual market existence, this symbolizes enormous opportunity to expand its market por olio since there is wide area to play. Presently, xed expenses have reduced considerably, machineries has been restructured in a way to increase the e ciency and to curb the xed expenses which had absorbed the opera ng pro t of the company. Stanpacks is very par cular about customer sa sfac on and ensures best quality product matching to their quality speci ca ons and requirements which is potency in this growing scenario.


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Threats/ Weaknesses

The industry is very dynamic, at the same me very fragmented. Unorganized sector is s ll a very large part of the market, the Company faces s compe on from domes c manufacturers. Increased compe ons leads to reduced realiza ons, decreased sales, lower pro t margin and thus adversely a ects the business and nancial condi ons of the Company, balancing between price and quality is yet another challenge where Company is planning to mi gate by focusing on be er e ciency, improved produc vity, introducing innova ve products and proximity to customers etc.

RISKS AND CONCERNS

The Company has iden ed poten al risks such as business por olio risk, nancial risk, legal & statutory risk and internal process risk and has put in place appropriate measures for their mi ga on.

Another major factor for reduced performance was high interest cost. The company is focusing on reducing nancial leverage and nance costs through enhancing capital produc vity and improving cash genera on.

OUTLOOK

According to Indian Ins tute of Packaging the sales turnover of Indian packaging industry is likely to touch USD 43.7 billion by 2016. This symbolizes the perpetual existence of market for the packaging industry. The packaging industry is growing at 12 per cent per annum in India as against the global growth rate of 5 per cent. There are roughly 22,000 packaging companies in the country from raw material manufacturers to machinery suppliers to ancillary material and nearly 85 percent of them are MSMEs (Source: PTI Jan 22, 2013).

The company is looking at processing orders in bulk quan ty to ensure cost at minimum by ensuring sustained e orts by the company which will result in increased orders. The opera onal performance is sa sfactory since the company is able to achieve 75% –80% capacity u liza on from 50%–55%. The company is striving to achieve 85% to 90% of capacity before 2nd quarter of 2013–2014. The company is con dent as the quality of product (PP/PP kra ) are well established in the market.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to monitor internal business process, nancial repor ng and compliance with applicable laws. The Company periodically reviews the adequacy and e ec veness of the control systems. The Company has adopted various control and monitoring mechanisms, which are audited by an independent Internal Auditor.

The internal control is designed to ensure that nancial and other records are reliable for preparing nancial informa on and other data, and for maintaining accountability of assets. Internal Audit is conducted by M/s. J.V. Ramanujam & Co, Chartered Accountants, Chennai; the Internal Auditors of the Company and the report of the Internal Auditors are placed before the Audit Commi ee. The Audit Commi ee also evaluates the adequacy and e ec veness of the internal control systems and monitors the ac on taken pursuant to audit observa ons. All the shortcomings in the regular ac vi es are brought to the no ce of the Commi ee and the Board based on which correc ve ac ons are taken.

HUMAN CAPITAL

Employer – employee rela ons con nued to remain cordial during the year. Training and development of employees con nue to be an area of prime importance. The devo on and commitment of our employees has enabled the Company to ful ll its targets and deadlines in me.


Place : Chennai G. Radhakrishna G.V. Gopinath

Date : 12th August 2013 Managing Director Director Finance


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REPORT ON CORPORATE GOVERNANCE

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance is the set of processes, customs, policies, laws, and ins tu ons a ec ng the way a corpora on is directed, administered or controlled. Corporate Governance also includes the rela onships among the many stakeholders involved and the goals for which the corpora on is governed. Robust Corporate Governance can be catalyst in achieving the desired credibility by ensuring transparency across the business through independent and unbiased review mechanisms facilitated by prescribed norms across various economies, sectors and industries. Corporate Governance framework aims among other things to provide credibility to an en ty’s decisions and ini a ves. Your Company is always in the pursuit to achieve be er internal control and higher risk management which shall be tangible with the help of Corporate Governance.

2. BOARD OF DIRECTORS

Board Composi on:

The Board consists of eight Directors out of which four are independent Directors. The Composi on of the Board of Directors is given below.

Board Mee ngs:

During the nancial year, the Board met 7 mes on 30th May 2012, 25th June 2012, 9th August 2012, 26th September 2012, 31st October 2012, 08th February 2013, and 27th March 2013.

A endance of each Director at the Board Mee ngs and Last AGM and details of other Directorship as on 31st March 2013:

Name of the Directors Category of Directorship

No. of shares held as on 31st March

2013

A endance Par culars

No. of other Directorship and Commi ee membership

Board Mee ng

Last AGM

Other Directorships*

Other Commi ee

membership #

Sri G.P.N. Gupta Chairman (NE) Promoter 1,89,800 7 Yes 2 3

Sri G. RadhakrishnaManaging Director (E)Promoter

2,42,900 7 Yes 2 2

Sri M. Ravindra Reddy Director (NEI) 3,500 6 Yes Nil Nil

Sri M.V. Chandrashekar Director (NEI) 75,759 6 Yes 2 Nil

Sri S. Ramakrishnan Director (NEI) Nil 6 Yes Nil Nil

Sri Raju Swamy** Director (NEI) Nil 2 No Nil Nil

Sri Sanjay Ramaswami Director (NEI) Nil 4 Yes 2 Nil

Sri G.S. SridharWhole- me Director(E)Promoter

26,568 7 Yes Nil Nil

Sri G.V. GopinathWhole- me Director(E) Promoter

18,000 7 Yes 1 Nil

E-Execu ve, NE-Non Execu ve, NEI-Non Execu ve Independent

* Includes Private Limited Companies** Sri Raju Swamy re red from the board with e ect from 26.09.2012# Audit Commi ee, Share holders/Investors Grievance Commi ee and Selec on & Remunera on Commi ee

are to be considered for this purpose.


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3. AUDIT COMMITTEE

As per Sec 292A of the Companies Act, 1956 read with Clause 41 and 49 of the Lis ng Agreement, the Company is required to have an Audit Commi ee. The scope of the Audit Commi ee is as given in the clause 49 (II) d of the lis ng agreement.

During the nancial year, the Audit Commi ee met 4 mes on 30th May 2012, 9th August 2012, 31st October 2012, and 08th February 2013 and not more than four months lapsed between two mee ngs.

The Audit commi ee was recons tuted on the board mee ng dated 26th September 2012, a er the re rement of Sri Rajuswamy audit commi ee chairman from the board as below:

1. Sri M.V. Chandrasheker, Independent Director as the Chairman 2. Sri S. Ramakrishnan, Independent Director as member 3. Sri G.P.N. Gupta, Non Execu ve Director as member

The Company Secretary Ms. C. Rubavathy as a Secretary of the Commi ee.

Mee ngs held and a endance during the year:

Designa on Name of the Chairman/Member No. of Mee ngs held No. of Mee ngs a endedChairman Sri Raju Swamy* 4 2Members Sri M.V. Chandrashekar** 4 4

Sri S. Ramakrishnan 4 4Sri G.P.N. Gupta*** 4 2

*Has re red from the Chairmanship w.e.f. 26th September 2012.**Appointed as a Chairman w.e.f. 26th September 2012.***Appointed as a member w.e.f. 26th September 2012.

4. SELECTION & REMUNERATION COMMITTEE:

The scope of the commi ee is as below:

To deal with appointments, remunera on, promo on and other related aspects in respect of the Managing Director, Whole- me Director and other Senior Management personnel of the Company.

To review the remunera on policy of the company from me to me which is in consonance with the exis ng industry prac ce, i.e. directed towards rewarding performance, based on review of achievement on periodical basis.

During the year a Selec on and Remunera on Commi ee Mee ng was held on 30th May 2012 for appointment of Company Secretary.

Mee ngs held and a endance during the year:

Designa on Name of the Chairman/Member No. of Mee ngs held No. of Mee ngs a endedChairman Sri Raju Swamy 1 1Members Sri M.V. Chandrashekar 1 1

Sri S. Ramakrishnan 1 1

The Remunera on Commi ee under the provisions of the Schedule XIII of the Companies Act, 1956, was recons tuted with a board resolu on passed on 30th May 2012 with:

1. Sri S. Ramakrishnan, Independent Director as Chairman2. Sri G.P.N. Gupta, Non Execu ve Director, as member

3. Sri Sanjay Ramaswami, Independent Director as member


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REMUNERATION PAID TO DIRECTORS FOR THE FINANCIAL YEAR 2012–13

i. Sri G. Radhakrishna, Managing Director (Rs. in Lakhs)

Fixed Components2012–2013

(Rs.)2011–2012

(Rs.)

Salary/Allowances 10.20 10.20

Perquisites 0.28 0.28

Re rement Bene ts 0.90 0.90

Provision for Leave salary 0.19 0.24

Total 11.58 11.62

ii. Sri G.S. Sridhar, Whole Time Director Opera ons (Rs. in Lakhs)


(Rs.)2011–2012

(Rs.)





Total 8.77 8.92

iii. Sri G.V. Gopinath, Director Finance (Rs. in Lakhs)


(Rs.)2011–2012

(Rs.)


Perquisites 0.00 –



Total 8.55 8.59

NOTE

There is no no ce period and severance fee. The Company does not have a scheme for grant of Stock Op on to the Directors.

Remunera on by way of Si ng fee of Rs. 10,000/- is paid to the Non-Execu ve Directors for a ending Board/ Commi ee mee ngs. Apart from the si ng fees, travel, accommoda on and out-of-pocket expenses incurred by them for a ending the mee ngs are also reimbursed.

SITTING FEE

The details of si ng fees paid to Non-Execu ve Directors for the year 2012–13 are given below:

(Rs. in Lakhs)

Name of the Director Amount (Rs.)

Sri G.P.N. Gupta NIL

Sri M.V. Chandrashekar 1.00

Sri S. Ramakrishnan 1.00

Sri M. Ravindra Reddy 0.60

Sri Raju Swamy 0.40

Sri Sanjay Ramasami 0.40


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5. SHARE HOLDERS/INVESTORS GRIEVANCE COMMITTEE

The role of the Commi ee is to look into the redressal of shareholders and investors complaints. The Share holders and Investors Grievance Commi ee looks into redressal of shareholders / investors complaints to the extent they are unresolved. The Commi ee oversees performance of the Registrar and Transfer Agent and recommends measures for overall improvement in the quality of investor services.

The Commi ee is cons tuted with Sri G.P.N. Gupta, Non Execu ve Director, as Chairman and Sri G. Radhakrishna, Execu ve Director, as Member.

COMPLIANCE OFFICER

Ms. C. Rubavathy is the Company Secretary cum compliance o cer of the company. Her e-mail address is [email protected]. The Company received nil complaints during the year.

6. SHARE TRANSFERPursuant to Clause 49(IV)G(iv) of the lis ng agreement, Sri G. Radhakrishna has been authorized with the power to transfer shares and to redress the complaints pertaining to share transfer, as designated Share Transfer O cer.

7. GENERAL BODY MEETINGS

Date, Time & Venue of the last three Annual General Mee ngs

Financial Year Ended Date Time VenueWhether Special

Resolu on passed

March 31st 2010 29.07.2010 10.30 A.M.Tamilnadu Founda on INC. USA, 27, Taylors Road, Kilpauk, Chennai – 600 010.

No

March 31st 2011 22.09.2011 10.30 A.M.Narada Gana Sabha Trust, Mini Hall, No.314, TTK Road, Chennai– 600018

Yes

March 31st 2012 26.09.2012 10.30 A.M.Narada Gana Sabha Trust, Mini Hall, No. 314, TTK Road, Chennai- 600018

No

8. MEANS OF COMMUNICATION

The half yearly/quarterly nancial results are published in newspapers viz., ‘The Financial Express’ (English) and ‘Malaisudar’ (Tamil). The half yearly/quarterly nancial results are also displayed on the Company’s website www.blissgroup.com. The Company’s website also displays several other details/informa on of interest to various stakeholders.

9. GENERAL SHAREHOLDERS INFORMATION

AGM Date : 25th September 2013

Time and venue : 10:30 A.M. Narada Gana Sabha Trust, Mini Hall, No. 314, T.T.K. Road, Chennai – 600018

Financial Calendar 2013–14 (Tenta ve Dates):

Unaudited results for the rst Quarter ending 30th June 2013 : On or before 14th August 2013

Unaudited results for the second Quarter ending 30th September 2013 : On or before 14th November 2013


14

Unaudited results for the third Quarter ending 31st December 2013 : On or before 14th February 2014

Audited results for the year ending 31st March 2014 : On or before 30th May 2014

Book Closure Dates : 18th September 2013 to 25th September 2013 (both Days Inclusive)

Lis ng on Stock Exchanges : BSE Ltd. (Bombay Stock Exchange Ltd.) Madras Stock Exchange Ltd.

Scrip Code : 530931(BSE)

ISIN : INE457D01018

Registrar and Transfer Agents : M/s. Cameo Corporate Services Ltd., ‘Subramaniam Building’, No. 1, Club House Road, Mount Road, Chennai – 600 002.

Plant Loca ons : Sholiyapalayam Village, Sholavaram, Ponneri Taluk, Thiruvallur Dist., Chennai – 600 067, Tamil Nadu.

Address For Correspondence : ‘S.K. Enclave’ New No. 4, (Old No. 47) 1st Floor, Nowroji Road, Chetpet, Chennai – 600 031.

MARKET PRICE DATA IN BSE (HIGH, LOW DURING EACH MONTH IN THE YEAR 2012–13):

MonthHigh (Rs.)

Low (Rs.)

April 2012 4.67 3.33

May 2012 4.90 4.66

June 2012 4.66 4.66

July 2012 4.65 4.42

August 2012 4.40 3.99

September 2012 3.99 3.99

October 2012 3.99 3.99

November 2012 3.99 3.99

December 2012 4.70 3.17

January 2013 5.14 4.24

February 2013 4.89 4.89

March 2013 6.00 5.13

SHARE TRANSFER SYSTEMS:

Shares lodged in physical form with the Company/ RTA are processed and returned, duly transferred, within 30 days from the date of receipt, if the documents submi ed are in order. In case of shares in electronic form, the

transfers are processed by NSDL/CDSL through their respec ve Depository Par cipants.


15

DISTRIBUTON OF SHAREHOLDING (AS ON 30th JUNE 2013)

No. of shares heldFolio Shares

Number % Number %

Upto – 500 2194 70.55 503142 8.25

501 – 1000 379 12.19 319353 5.24

1001 – 2000 147 4.73 222410 3.65

2001 – 3000 158 5.08 399041 6.55

3001 – 4000 84 2.70 293191 4.81

4001 – 5000 37 1.19 175838 2.88

5001 – 10000 47 1.51 355025 5.82

10001 – 20000 20 0.64 265563 4.36

20001 – 50000 24 0.77 748392 12.28

50001 – 100000 10 0.32 779238 12.78

100001 & above 10 0.32 2034807 33.38

Total 3110 100 6096000 100

SHAREHOLDING PATTERN AS ON 30th JUNE 2013

Mutual Funds 1.44%

Individual& Others 59%

Promoter 35%

Body corporate 4%

DEMAT/PHYSICAL STATUS OF SHARES (% TO PAIDUP CAPITAL) AS ON 30th JUNE 2013

The Company has entered into the necessary agreements with NSDL and CDSL for dematerializa on of the shares held by investors. SEBI has included the shares of the Company in the list of scrips for trading only in dematerialized form for all investors, with e ect from June, 2001.

NSDL 75%

CDSL 7%

PHYSICAL 18%


16

10. DISCLOSURE

During the year, the Company had not entered into any transac on of material nature with any of the promoters, directors, management, subsidiary company or rela ve etc., which were in con ict with the interest of the Company. The necessary disclosure regarding the transac ons with related par es is given in Note No. 12 of notes on annual accounts for the year 2012–13.

There was no instance of non compliance by the Company on any ma ers rela ng to the capital markets, nor was there any penalty / strictures imposed by the stock exchanges or SEBI or any other statutory authority on such ma ers, during the last three years.

The non mandatory requirements of Clause 49 of the Lis ng Agreement, wherever necessary have been complied with.

WHISTLE BLOWER POLICY

The policy comprehensively provides an opportunity for any employee of the Company to raise any issue concerning breaches of law, accoun ng policies or any act resul ng in nancial or reputa on loss and misuse of o ce or suspected or actual fraud. The policy provides for a mechanism to report such concerns to the Audit Commi ee through speci ed channels.

11. CEO/CFO CERTIFICATION

The cer cate as required under Clause 49(V) of the Lis ng Agreement is given as Annexure II infra.

12. COMPLIANCE CERTIFICATE OF THE AUDITORS

Cer cate from the Auditors of the Company, M/s. M. SRINIVASAN & ASSOCIATES, Chartered Accountants con rming compliance with the condi ons of Corporate Governance as s pulated under Clause 49 (VII) of the lis ng agreement is given as Annexure III infra

13. CODE OF CONDUCT

The Board of Directors has laid down a code of conduct for all Board Members and Senior Management of the Company. The same has been posted on the website of the Company. The Managing Director’s declara on as required under Clause 49 (1) (D) of the Lis ng Agreement is given as Annexure IV infra.


Place : Chennai G. Radhakrishna G.V. GopinathDate : 12th August 2013 Managing Director Director Finance


17

ANNEXURE II

CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF STANPACKS (INDIA) LIMITED

We, G. Radhakrishna, Managing Director and G.V. Gopinath, Director Finance of Stanpacks (India) Limited (the Company), cer fy to the best of our knowledge and belief that:

1. We have reviewed the Balance Sheet and Statement of Pro t and Loss and all its Schedules and Notes on Accounts, as well as the Cash Flow Statement and Directors’ Report for the year ended 31st March 2013.

i. Based on our knowledge and informa on, these statements do not contain any untrue statements regarding any material fact or does not omit any material fact or does not contain statements that might be misleading.

ii. These statements together present a true and fair view of the Company’s a airs and are in compliance with exis ng accoun ng standards, applicable laws and regula ons.

2. We also cer fy, that based on our knowledge and belief no transac ons entered into by the Company, which are fraudulent, illegal or in viola on of the Company’s Code of Conduct.

3. We are responsible for establishing and maintaining internal controls for nancial repor ng. We have also evaluated the e ec veness of internal control systems of the Company pertaining to nancial repor ng, and have disclosed to the auditors and the Audit Commi ee, de ciencies, if any, in the design or opera on of such internal controls, of which we are aware and the steps that we have taken or propose to take to rec fy these de ciencies.

4. We have disclosed, based on our most recent evalua on, wherever applicable, to the Company’s auditors and the Audit Commi ee:

i. Signi cant changes in internal control over nancial repor ng during the year;

ii. Signi cant changes in accoun ng policies during the year and that the same have been disclosed in the notes to the nancial statements; and

iii. Instances, if any, of signi cant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a signi cant role in the Company’s internal control system.

5. We a rm that we have not denied any personnel, access to the Audit Commi ee of the Company (in respect of ma ers involving misconduct, if any).


Place : Chennai G. Radhakrishna G.V. GopinathDate : 30th May 2013 Managing Director Director Finance


18

ANNEXURE III

C E R T I F I C A T E

TO THE MEMBERS OF STANPACKS (INDIA) LIMITED

We have examined the compliance of condi ons of Corporate Governance by Stanpacks (India) Limited for the year ended 31st March 2013 as s pulated in clause 49 of the Lis ng Agreement of the said Company with stock exchanges.

The Compliance of condi ons of Corporate Governance is the responsibility of the management. Our examina on was limited to procedures and implementa on thereof adopted by the Company for ensuring the compliance of the condi ons of the Corporate Governance. It is neither an audit nor an expression of opinion on the nancial statements of the Company.

In our opinion and to the best of our informa on and according to the explana ons given to us, we cer fy that the Company has complied with the condi ons of Corporate Governance as s pulated in the above men oned Lis ng Agreement.

We state that no investor grievance is pending for a period exceeding on month against the Company as per the records maintained by the Shareholders/Investors Grievances Commi ee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the e ciency or e ec veness with which the management has conducted the a airs of the Company.

For M. SRINIVASAN & ASSOCIATESChartered Accountants

Firm Registra on No. 004050S

Place : Chennai R. MOHAN Date : 30th May 2013 Partner Membership No. 022460

ANNEXURE IV

DECLARATION FOR CODE OF CONDUCT

We hereby a rm that in pursuant to the clause 49 (1) D of lis ng agreement that the Board Members & Senior Management Personnel have complied with the code of conduct of the Company. It is also con rmed that the code of conduct has already been posted on the website of the Company.

Place : Chennai G. Radhakrishna G.V. Gopinath

Date : 12th August 2013 Managing Director Director Finance


19

INDEPENDENT AUDITOR’S REPORT

To the Members of Stanpacks (India) Limited

1. Report on the Financial Statements

We have audited the accompanying nancial statements of Stanpacks (India) Limited (‘the Company’), which comprise the Balance Sheet as at 31st March 2013, the Statement of Pro t and Loss and Cash Flow Statement for the year then ended, and a summary of signi cant accoun ng policies and other explanatory informa on.

2. Management’s Responsibility for the Financial Statements

Management is responsible for the prepara on of these nancial statements that give a true and fair view of the nancial posi on, nancial performance and cash ows of the Company in accordance with the Accoun ng Standards referred to in sub-sec on (3C) of sec on 211 of the Companies Act, 1956 “the Act”). This responsibility includes the design, implementa on and maintenance of internal control relevant to the prepara on and presenta on of the nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor’s Responsibility

Our responsibility is to express an opinion on these nancial statements based on our audit. We conducted our audit in accordance with the Standards on Audi ng issued by the Ins tute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the nancial statements. The procedures selected depend on the auditor’s judgement, including the assessment of

the risks of material misstatement of the nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s prepara on and fair presenta on of the nancial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evalua ng the appropriateness of accoun ng policies used and the reasonableness of the accoun ng es mates made by management, as well as evalua ng the overall presenta on of the nancial statements.

We believe that the audit evidence we have obtained is su cient and appropriate to provide a basis for our audit opinion.

4. Opinion

In our opinion and to the best of our informa on and according to the explana ons given to us, the nancial statements give the informa on required by the Act in the manner so required and give a true and fair view in conformity with the accoun ng principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of a airs of the Company as at March 31,2013;

(b) in the case of the Pro t and Loss Account, of the Lossfor the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the Cash ows for the year ended on that date.


20

5. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-sec on (4A) of sec on 227 of the Act, we give in the Annexure a statement on the ma ers speci ed in paragraphs 4 and 5 of the Order.

2. As required by sec on 227(3) of the Act, we report that:

a. we have obtained all the informa on and explana ons which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examina on of those books

c. the Balance Sheet, Statement of Pro t and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account

d. in our opinion, the Balance Sheet and Statement of Pro t and Loss, and the Cash Flow Statement comply with the Accoun ng Standards referred to in subsec on (3C) of sec on 211 of the Companies Act, 1956;

e. On the basis of wri en representa ons received from the directors as on 31st March 2013, and taken on record by the Board of Directors, none of the directors is disquali ed as on 31st March 2013, from being appointed as a director in terms of Clause(g) of sub sec on (1) of sec on 274 of the Companies Act, 1956.



Place : Chennai R. MOHAN Date : 30th May, 2013 Partner Membership No. 022460


21

ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORT

Referred to in paragraph 3 of our report of even date

4 (i) (a) The Company has maintained proper records showing full par culars including quan ta ve details and situa on of xed assets.

(b) The Company has a regular program of Physical veri ca on of its xed assets by which all xed assets are veri ed every year. In our opinion, the periodicity of physical veri ca on is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noted on such veri ca on.

(c) Fixed assets disposed o during the year were not substan al and therefore, do not a ect the going concern assump on.

(ii) (a) The Inventories have been physically veri ed by the Management during the year. In our opinion, the frequency of such veri ca on is reasonable.

(b) In our opinion, the procedures for the physical veri ca on of inventories followed by the Management are reasonable and adequate in rela on to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies no ced on veri ca on between the physical stocks and the book records were not material.

(iii) (a) The Company has not granted any loans, secured or unsecured, to companies, rms or other par es covered in the register maintained under sec on 301 of the Companies Act, 1956. However, the Company has taken unsecured loans from one party, Balaji Trading Private Limtedcovered in the register maintained under Sec on 301 of the Companies Act, 1956 aggrega ng to 168.66 lakhs (Maximum amount outstanding during the year 176.77 Lakhs).

(b) The rate of interest and the terms and condi ons are not prima facie, prejudicial to the interest of the Company.

(c) The Company has paid the Interest at regular intervals.

(iv) In our opinion and according to the informa on and explana ons given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventories and xed assets and with regard to the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

(v) In our opinion and according to the informa on and explana on given to us, there are contracts and arrangements which require the par culars need to be entered into the register maintained under sec on 301 of the Companies act, 1956 and the transac ons have been made at prices which are reasonable having regard to the prevailing market prices at the relevant me.


22

(vi) In our opinion, the Company has complied with the provisions of sec on 58A and 58AA or any other relevant provision of the Act and the Companies (Acceptance of Deposit) rules, 1975 with regard to deposits accepted from Public.

(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of accounts maintained by the company pursuant to the rulesprescribed by the Central Government for maintenance of cost records under sec on 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However we have not made a detailed examina on of the records.

(ix) (a) According to the informa on and explana ons given to us and on the basis of our examina on of the records of the Company, amounts deducted or accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employee’s State Insurance, Income tax, Sales tax, Excise duty, Service tax, customs duty and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authori es.

According to the informa on and explana ons given to us, no undisputed statutory dues in respect of Provident Fund, Income tax, Sales tax Customs duty, Service tax and other material statutory dues that were in arrears as at 31st March 2013 for a period more than six months from the date they became payable.

(b) Details of dues of Sales tax and Excise duty that have not been deposited on account of disputes are as stated in Note 7 of the notes to the accounts forming part of the nancial statements.

(x) In our opinion, the accumulated losses of the Company are more than 50% of its networth. The Company has incurred Cash loss of Rs 177.97 during the year and no cash loss has been incurred in the immediately preceding nancial year.

(xi) In our opinion and according to the informa on and explana ons given to us, the Company has not defaulted in repayment of dues to its bankers or to any nancial ins tu ons.

(xii) The Company has not granted any loans and advances on the basis of the security by way of pledge of shares, debentures and other securi es.

(xiii) The Provisions of any special statute applicable to a chit fund, nidhi, mutual bene t fund/socie es are not applicable to the company.

(xiv) According to the informa on and explana ons given to us, the Company is not dealing or trading in shares, securi es, debentures and other investments.

(xv) According to the informa on and explana on given to us, the Company has not given any guarantee for loans taken by others from Banks or nancial ins tu ons.

(xvi) In our opinion and according to the informa on and explana on given to us, term loans have been applied for the purpose for which they were raised.


23

(xvii) According to the informa on and explana ons given to us and on an overall examina on of the Balance sheet of the Company, funds raised on short term basis have, prima facie not been u lised during the year for long-term investment/applica on and vice versa.

(xviii) The Company has not made any preferen al allotment of shares to companies, rms or par es covered in the register maintained under sec on 301 of the Companies Act, 1956.

(xix) Since the Company has not issued any debentures, the provisions of clause 4 (xix) of the Companies (Auditors report) order 2003 are not applicable to the Company.

(xx) The Company has not raised any money by way of public issue, during the year.

(xxi) According to the informa on and explana ons given to us, no fraud on or by the Company has been no ced or reported during the course of our audit.



Place : Chennai R. MOHAN Date : 30th May, 2013 Partner Membership No. 022460


24

BALANCE SHEET AS AT 31st MARCH 2013(Rs. in Lakhs)

Par culars Note31st March 2013

Rs.31st March 2012

Rs.

EQUITY AND LIABILITIES

Shareholders' Funds

Share capital 2.1 609.60 609.60

Reserves and surplus 2.2 (328.50) (70.73)

Non-Current Liabili es

Long-term borrowings 2.3 543.51 534.48

Other long term liabili es 2.4 28.76 56.28

Long term provisions 2.5 72.55 71.23

Current liabili es

Short-term borrowings 2.6 905.90 838.71

Trade payables 2.7 499.13 313.47

Other current liabili es 2.8 40.03 200.04

Short term provisions 2.9 136.63 126.14

2,507.61 2,679.22

ASSETS

Non current assets

Fixed assets

– Tangible assets 2.10 672.61 896.31

– Intangible assets

– Capital work in progress

– Intangible assets under development

Deferred tax assets (net) 2.3 30.15 30.15

Long term loans and advances 2.11 3.60 3.59

Other non current assets 2.12 136.50 158.60

Current assets

Inventories 2.13 1,314.25 1,245.55

Trade receivables 2.14 327.32 313.72

Cash and cash equivalents 2.15 18.41 18.82

Short term loan and advances 2.16 4.77 12.48

Other current assets 2.17 0.00 0.00

2,507.61 2,679.22

Signi cant accoun ng policies and Notes to accounts 1 to 23.As per our report a achedFor M. SRINIVASAN & ASSOCIATESChartered AccountantsFRN : 004050S

R. MohanPartnerMembership No. 022460Place : ChennaiDate : 30th May, 2013


G. RADHAKRISHNAManaging Director

G.V. GOPINATHDirector Finance

C. RUBAVATHYCompany Secretary


25

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH 2013

(Rs. in Lakhs)

Par culars Note31st March 2013

Rs.31st March 2012

Rs.

Revenue from opera ons

Sale of manufactured products 2,381.95 2,508.21

Less: Excise duty 253.26 265.40

Less: Sales Tax 85.30 80.81

Total revenue from opera ons 2,043.39 2,162.00

Other income 2.18 3.36 35.22

Total Revenue 2,046.75 2,197.22

Expenses

Cost of materials consumed 2.19 1,436.20 1,469.59

Change in inventory of nished goods 2.20 (97.35) (217.97)

Employee bene ts expense 2.21 158.28 177.63

Finance costs 2.22 224.27 215.55

Deprecia on and amor sa on expense 79.80 94.10

Other expenses 2.23 501.86 460.78

Total expenses 2,303.06 2,199.68

Pro t / (Loss) before excep onal and extraordinary items and tax (256.31) (2.46)

Excep onal items 0.00 0.00

Pro t / (Loss) before extraordinary items and tax (256.31) (2.46)

Extraordinary items

Prior period items 2.24 1.46 1.63

Pro t / (Loss) before tax (257.77) (4.09)

Tax expense 0.00 0.00

Pro t / (Loss) for the period from con nuing opera ons (257.77) (4.09)

Pro t / (Loss) from discon nuing opera ons 0.00 0.00

Tax expense of discon nuing opera ons 0.00 0.00

Pro t / (Loss) from discon nuing opera ons a er tax 0.00 0.00

Pro t / (Loss) for the period (257.77) (4.09)

Earning per equity share

Basic and Diluted (4.23) (0.07)

Number of shares used in compu ng earnings per share

Basic and Diluted 60,96,000 60,96,000

Signi cant accoun ng policies & Notes to accounts 1 to 23.

As per our report a achedFor M. SRINIVASAN & ASSOCIATESChartered AccountantsFRN : 004050S

R. MohanPartnerMembership No.022460Place : ChennaiDate : 30th May, 2013






26

CASH FLOW STATEMENT FOR THE PERIOD FROM 01ST APRIL 2012 TO 31ST MARCH 2013(Pursuant to Clause 32 of the Lis ng Agreement)

(Rs. in Lakhs)

A Cash Flow from Opera ng Ac vi es Year Ended 31.03.2013 Year Ended 31.03.2012Net Pro t Before Tax and Extraordinary Items (256.30) (2.45)Adjustments for Deprecia on 79.80 94.10 Preliminary Expenses W/O 0 0 Share Issue Expenses W/O 0 0 Prior Period Adjustments (1.45) (1.62)Pro t on Sale of Fixed Assets (0.057) (7.13)Loss on Sale of Fixed Assets 129.55 6.87 Interest Earned (1.77) (1.44)Interest Paid 224.26 215.56

430.33 306.33 Opera ng Pro t before Working Capital Changes 174.03 303.88 Adjustment forTrade Receivables -(Increase)/Decrease 16.22 51.76 Inventories - (Increase) / Decrease (68.69) (164.44)Trade Payables - Increase / (Decrease) 106.71 (132.82)

54.24 (245.50)Cash Generated from Opera ons 228.27 58.37 Interest Earned 1.77 1.44 Interest Paid (224.26) (215.56)Less : Direct Tax Paid 0 0 Cash Flow before Extraordinary Items 5.78 (155.74)Extraordinary Items – –Net Cash from Opera ng Ac vi es 5.78 (155.74)

B Cash Flow from Inves ng Ac vi esPurchase of Fixed Assets (5.41) (14.45)Sale of Fixed Assets 19.81 57.84

14.39 43.39 Net Cash used for Inves ng Ac vi es 14.39 43.39

C Cash ow from Financial Ac vi esProceeds from Long Term Borrowings (20.58) 76.88 Dividend (Including Tax on dividend) 0 0 Net Cash Used in Financing Ac vi es – –

(20.58) 76.88 Net Increase in Cash & Cash equivalents A + B + C (0.40) (35.46)Opening Balance of Cash & Cash Equivalents 18.82 54.28 Closing Balance of Cash & Cash Equivalents 18.41 18.82

As per our report a achedFor M. SRINIVASAN & ASSOCIATESChartered AccountantsFRN : 004050S

R. MohanPartnerMembership No. 022460Place : ChennaiDate : 30th May, 2013






27

SCHEDULE 1 NOTES TO THE FINANCIAL STATEMENTS

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

1.1 BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The nancial statements have been prepared on accrual basis under the historical cost conven on and in accordance with generally accepted accoun ng principles in India and materially comply with the Mandatory Accoun ng Standards no ed by the Central Government of India under the Companies (Accoun ng standards) Rules, 2006 and with the relevant provisions of the Companies Act, 1956.

The Company has recorded a net loss of Rs.328.50 for the year and has incurred losses in the current and previous years resul ng in erosion of more than 50% of its en re net worth and the current Ra o is also not healthy. The Management is con dent that the Company will be able to generate pro ts in future years and meet its nancial obliga on as they arise. The accompanying Financial Statements have been prepared on a going concern basis based on cumula ve impact of following mi ga ng factors:

The Company has restructured the en re opera ons by discon nuing business areas with very low opera ng margins, reducing the number of loca ons to reduce the xed overhead.

The Company is working on supply side price control to match with sale side price realiza on so that there is no loss of margin on account of price uctua ons.

The promoters have brought in Rs.168.66 Lacs in the last 2 years and will infuse support further.

Lone term liquidity support will ow 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 availed from the bank.

1.2. USE OF ESTIMATES

The prepara on of nancial statements in conformity with Indian Generally Accepted Accoun ng Policies (GAAP) requires management to make es mates and assump ons that a ect the reported amounts of assets and liabili es and the disclosure rela ng to con ngent liabili es as at the date of the nancial statements and the reported amounts of revenues and expenses during the repor ng period. Actual results could di er from these es mates. Any revision to accoun ng es mates is recognized prospec vely in current and future periods.

1.3. FIXED ASSETS AND DEPRECIATION

Fixed assets are carried at cost of acquisition less accumulated depreciation. The cost of fixed assets includes freight, duties, taxes and other incidental expenses relating to acquisition. Where fixed assets have been acquired from a country outside India, the cost of these fixed assets also includes exchange differences (favorable and unfavorable) arising in respect of foreign currency loans on other liabilities incurred specifically for the purpose of their acquisition. Borrowing costs related to the acquisition or construction of the qualifying fixed assets for the period up to the completion of their acquisition or constructions are capitalized.

Deprecia on is provided on the Straight Line Method from the beginning of the month in which the asset is ready for use. The rates of deprecia on prescribed in Schedule XIV to the Companies Act, 1956 are considered as the minimum rates. If the management’s es mate of the useful life of a xed asset at the me of acquisi on of the asset or of the remaining useful life on a subsequent review is shorter than that

envisaged in the aforesaid schedule, deprecia on is provided at a higher rate based on the management’s es mate of the useful life or remaining useful life. Pursuant to this policy, deprecia on on assets has been provided at the rates based on the es mated useful lives of xed assets.

Assets individually cos ng Rs. 5,000 or less are depreciated at the rate of 100%. Deprecia on is charged on a propor onate basis for all assets purchased and sold during the year.

1.4. REVENUE RECOGNITION

Revenue from sale of Manufactured goods , including scrap, is recognized on transfer of all signi cant risks and rewards of ownership to the buyer. The amount recognized as sale is inclusive of excise duty sales tax, and net of, trade and quan ty discounts on accrual basis. Interest on deployment of surplus funds is recognized using the me propor onate method based on underlying interest rates.


28

1.5. INVENTORIES

Inventories are carried at the lower of cost and net realizable value. The comparison of cost and net realizable value is made on an item by item basis.

Cost comprises of purchase price and all incidental expenses incurred in bringing the inventory to its present loca on and condi on. The method of determina on of cost is as follows:

(a) Raw materials, valued at cost net of CENVAT

(b) Finished goods at lower of cost or net realizable value and inclusive of excise duty.

(c) Goods in Transit valued at cost excluding excise duty and taxes.

(d) Stock of scrap at es mated realizable value.

(e) Stores and spares – landed cost on a rst in rst out method

(f) The provision for inventory obsolescence is assessed annually and is provided as and when considered necessary.

1.6. FOREIGN EXCHANGE TRANSACTIONS

Foreign currency transac ons are recorded at the rates of exchange prevailing on the dates of the respec ve transac on. Exchange di erences arising on foreign exchange transac ons se led during the year are recognized in the Statement of Pro t and Loss of the year, except that exchange di erences related to acquisi on of xed assets from a country outside India are adjusted in the carrying amount of the related xed assets.

Monetary assets and liabili es denominated in foreign currencies as at the balance sheet date are translated at the closing exchange rates on that date; the resultant exchange di erences are recognized in the Statement of Pro t and Loss except those related to acquisi on of xed assets from a country outside India which are adjusted in the carrying amount of the related xed assets.

1.7. PROVISIONS AND CONTINGENT LIABILITIES

The Company recognizes a provision when there is a present obliga on as a result of a past event that probably requires an ou low of resources and a reliable es mate can be made of the amount of the obliga on. A disclosure for a con ngent liability is made when there is a possible obliga on or a present obliga on that may, but probably will not, require an ou low of resources. Where there is a possible obliga on or a present obliga on that the likelihood of ou low of resources is remote, no provision or disclosure is made.

Provisions for onerous contracts, i.e. contracts where the expected unavoidable costs of mee ng the obliga ons under the contract exceed the economic bene ts expected to be received under it, are recognized when it is probable that an ou low of resources embodying economic bene ts will be required to se le a present obliga on as a result of an obliga ng event, based on a reliable es mate of such obliga on.

1.8. TAX ON INCOME

Income-tax expense comprises current tax (i.e. amount of tax for the period determined in accordance with the income-tax law) and deferred tax charge or credit (re ec ng the tax e ects of ming di erences between accoun ng income and taxable income for the year) provided in the books of accounts.

1.9. EXCISE DUTY/CUSTOM DUTY

Excise Duty in respect of goods manufactured by the company is being accounted for at the me of removal of goods from the factory for sale. Custom duty is accounted in the books as and when paid/incurred.


29

1.10. EARNING PER SHARE

The basic and diluted earnings per share are computed by dividing the net pro t a ributable to equity shareholders for the year by the weighted average number of equity shares outstanding during the year. The Company did not have any poten ally dilu ve equity shares outstanding during the year.

1.11. RETIREMENT BENEFITS TO EMPLOYEES

i Short Term employee bene ts:

Short term employee bene ts falling due within are recognized as an expense as per the Company’s Scheme based on expected obliga ons. The bene ts like salaries, wages etc and the expected cost of bonus, ex-gra a are recognized in the period in which the employees renders the related service.

ii. Re rement bene ts:

Re rement bene ts comprise of provident fund, superannua on and gratuity which are recognized as follows:

a) Provident fund

This is a de ned contribu on plan. Contribu ons in respect of sta and workers are remi ed to provident fund authori es in accordance with the relevant statute and are charged to statement of pro t and loss as and when due. The Company has no further obliga ons for future provident fund bene ts in respect of these employees other than its annual contribu ons.

b) Superannua on

This is a de ned contribu on plan. The Company makes contribu on as per the scheme to superannua on Fund administered by Life Insurance Corpora on of India. The Company has no further obliga on of future superannua on bene ts other than its annual contribu ons and recognizes such contribu ons as expense as and when due.

c) Gratuity

This is a de ned bene t plan. Provision for gratuity is made based on actuarial valua on using projected unit credit method. Actuarial gains and losses, comprising of experience adjustments and the e ects of changes in actuarial assump ons, are recognized immediately in the statement of pro t and loss as income or expense.

1.12. RESEARCH & DEVELOPMENT

Research & Development expenditure of revenue nature is charged to Statement of Pro t and Loss, while Capital Expenditure is added to the cost of xed assets in the year in which they are incurred.

1.13. INTANGIBLE ASSETS Impairment of Assets:

The company assesses at each Balance Sheet date whether there is any indica on that an asset may be impaired. If any such indica on exists, the Company es mates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash-genera ng unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduc on is treated as an impairment loss and is recognized in the statement of pro t and loss . If at the balance sheet date there is an indica on that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is re ected at the recoverable amount.


30

2. Notes on accounts

The previous period gures have been regrouped/reclassi ed, wherever necessary to con rm to the current presenta on.

2.1 Share capital (Rs. in Lakhs)

Par cularsAs at

31st March 2013(Rs.)

As at31st March 2012

(Rs.)

Authorised

Equity shares

70,00,000 (previous year 7,00,00,000), Rs.10 par value 700.00 700.00

700.00 700.00

Issued

Equity shares

60,96,000 (previous year 60,96,000), Rs. 10 par value 609.60 609.60

609.60 609.60

Subscribed and fully Paid up

Equity shares

60,96,000 (previous year 60,96,000), Rs.10 fully paid up 609.60 609.60

609.60 609.60

The reconcilia on of the number of equity shares outstanding is set out below:

Par cularsAs at

31st March 2013As at

31st March 2012

Number Number

Shares outstanding at the beginning of the year 60,96,000 60,96,000

Shares Issued during the year – –

Shares bought back during the year – –

Shares outstanding at the end of the year 60,96,000 60,96,000

The details of shareholder holding more than 5% equity shares is set below:

Name of ShareholderAs at

31st March 2013As at

31st March 2012

No. of Shares held % of Holding No. of Shares held % of Holding

Balaji Trading Enterprises Private Limited 6,75,395 11.08 6,75,395 11.08

2.2 Reserves and surplus (Rs. in Lakhs)

Par cularsAs at



(Rs.)

Surplus / (de cit) balance in the statement of pro t and loss

Opening Balance (70.73) (66.64)

Add: Pro t/ (Loss) for the year (257.77) (4.09)

Less: Amount u lised – –

Transfer to capital reserves, Capital redemp on reserve and other reserves – –

Closing Balance (328.50) (70.73)

(328.50) (70.73)


31

2.3 Long term borrowings (Rs. in Lakhs)

Par cularsAs at



(Rs.)Secured- Considered goodTerm loans from banks Karnataka Bank Limited 11.57 0.00(secured by xed assets of the Company and guaranteed by Directors in their personnel capacity)Long term maturi es of nance lease obliga ons 3.54 5.49(Secured by motor Vehicle under Hypotheca on)Repayment tenure of 36 months ending Dec 2014

15.11 5.49Unsecured -considered goodPublic Deposits 39.00 28.90Repayable on maturity depending on the period of deposit more than 1 yearLoans and advances from others 177.95 175.00

Loans and advances from related par esfrom Group Company-Balaji Trading Enterprises Pvt. Ltd. 168.66 157.60(Repayable in 3 years with the rate of Interest 14% PA) (Maximum outstanding during the year Rs. 176.77 Lakhs)Sales Tax Loan-IFST 142.79 167.49(Repayable in 7(8) years and Rate of Interest NIL)

528.40 528.99543.51 534.48

Deferred tax assets (Net)As per last Balance Sheet (30.15) (30.15)Add : Deferred tax liability for the year ( Net)Closing Balance (30.15) (30.15)

2.4 Other long term liabili es (Rs. in Lakhs)

Par cularsAs at



(Rs.)Trade Payables– due to micro and small enterprises 0.00 0.00– others creditors 0.00 25.88– acceptances – –Others Advances from TIFAC for Research & Development 25.00 25.00 Advances from customers 3.76 5.40

28.76 56.28

2.5 Long term provisions (Rs. in Lakhs)

Par cularsAs at



(Rs.)Provision for employee bene ts Superannua on 0.00 0.00 Gratuity 25.01 23.30 Compensated absences 14.98 15.37Others Provision for Income tax earlier years 32.14 32.14 Provision for pending sales tax forms and other disputes 0.42 0.42

72.55 71.23


32

2.6 Short term borrowings (Rs. in Lakhs)

Par culars As at31st March 2013 (Rs.)

As at31st March 2012 (Rs.)

Secured- Considered goodLoans repayable on demandCash credit from banks Karnataka Bank 893.00 835.86(Secured by rst charge on the en re current assets consis ng of Raw Material, Stock in Progress, Finished Goods, Receivables, spares, consumables and other current assets of the Company and also Guaranteed by the directors in their personnel capacity)

893.00 835.86Unsecured - Considered GoodDeposits Public Deposits 12.90 2.85Repayable on maturity depending on the period of deposit less than 1 year

12.90 2.85905.90 838.71

2.7 Trade payables (Rs. in Lakhs)



Trade Payables– due to micro and small enterprises– others creditors 497.19 313.41(Includes a sum of Rs.123.67 (Rs 83.70) lacs due to Jumbo Bag Limited a company under the same management in which directors are interested)– purchase of Fixed Assets 1.94 0.06

499.13 313.47

2.8 Other current liabili es (Rs. in Lakhs)



Current maturi es of long-term debt 0.00 102.93(secured by xed assets of the Company and guaranteed by Directors in their personnel capacity) – There is no con nuing defaultCurrent maturi es of nance lease obliga ons 1.95 1.74(Secured by motor Vehicle under Hypotheca on)Repayment tenure of 36 months ending Dec 2014Current maturi es of Sales Tax loan 24.71 18.77Other payables Rent Payable 0.07 0.22 Others 0.04 0.03 Advances from customers 3.39 63.89 Amounts liable to be deposited in Investor Educa on and Protec on Fund

not yet due for deposit – unclaimed dividends 2.12 4.54 Professional tax Payable 0.00 0.20Bonus payable 4.50 4.50Withholding and other tax payable 3.25 3.22

40.03 200.04

2.9 Short term provisions (Rs. in Lakhs)



Provision for employee bene ts Salary & Reimbursements 0.51 0.73Others Provision for Excise duty on Finished Goods 136.12 125.41

136.63 126.14


33

2.10

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.)

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34

2.11 Long term loans and advances (Rs. in Lakhs)

Par cularsAs at



(Rs.)

Capital Advances For purchase of xed assetsUnsecured, considered good 2.15 2.15

2.15 2.15Security Deposits Unsecured, considered good 1.45 1.44

1.45 1.443.60 3.59

2.12 Other non current assets (Rs. in Lakhs)

Par cularsAs at



(Rs.)Long term trade receivables(including trade receivables on deferred credit terms)Unsecured, considered good 17.6 26.45

17.6 26.45Other loans and advances unsecured, considered goodSales Tax deposit 14.17 12.71MAT credit en tlement 45.49 37.47Earnest Money deposit 1.52 1.57CENVAT receivable 0.00 1.53Electricity & other deposits 18.47 36.06Rental deposits 38.72 42.28Telephone deposits 0.53 0.53

118.90 132.15136.50 158.60

2.13 Inventories (Rs. in Lakhs)

Par cularsAs at



(Rs.)Raw Materials and components (Valued at lower of cost or net realisable value ) 34.23 52.17Finished goods (Valued at lower of cost or net realisable value ) 1,237.37 1,140.03Stores and spares (Valued at lower of cost or net realisable value ) 42.65 53.35

1,314.25 1245.55

2.14 Trade receivables (Rs. in Lakhs)

Par cularsAs at



(Rs.)Debts outstanding for period exceeding six monthsUnsecured, considered good 55.84 51.99

55.84 51.99Other debtsUnsecured, considered good 271.48 261.73

271.48 261.73327.32 313.72


35

2.15 Cash and cash equivalents (Rs. in Lakhs)

Par cularsAs at



(Rs.) Cash on hand 3.14 2.20Other Bank balances Unclaimed Dividends 2.12 4.54 Bank deposits with more than 12 months maturity 13.15 12.08

18.41 18.82

2.16 Short term loan and advances (Rs. in Lakhs)

Par cularsAs at



(Rs.)OthersUnsecured, considered good Sales Tax Deposit 0.03 1.97 Travelling Advances 0.06 0.13 CENVAT receivable 1.53 3.47 Sta advances 0.75 3.32 Service tax receivable 0.45 0.40 Prepaid expenses 1.95 3.19

4.77 12.48

2.17 Other current assets (Rs. in Lakhs)

Par cularsAs at



(Rs.)Claims receivables-TUFF 0 0

0 0

2.18 Other income (Rs. in Lakhs)

Par cularsAs at



(Rs.)Interest income 1.77 1.44

Exchange gain (net) 0.61 4.16

Pro t on sale of Land 0 7.13

Export bene t receivable 0 22.41

Pro t on sale of DEPB 0.92 0

Other Income 0.06 0.08

3.36 35.22

2.19 Cost of material consumed (Rs. in Lakhs)

Par cularsAs at



(Rs.)Raw materials and packing materials consumed

Opening stock 52.18 79.65

Add: Purchases 1,418.25 1,442.12

Less: Closing stock 34.23 52.18

Raw materials and packing materials consumed 1,436.20 1,469.59


36

2.20 Change in inventory of nished goods (Rs. in Lakhs)

Par cularsAs at



(Rs.)Opening stock

Finished goods 1,140.02 922.05

Less: Closing stock

Finished goods 1,237.37 1,140.02

Increase in inventory of Finished goods (97.35) (217.97)

2.21 Employee bene ts expense (Rs. in Lakhs)

Par cularsAs at



(Rs.)Salaries & wages 91.18 99.62

Bonus and incen ves 4.20 4.85

Leave Travel & Medical Expenses 0.64 1.05

Compensated absences 1.03 5.25

Contribu on to provident fund and other funds 19.11 20.33

Workmen and sta welfare expenses 16.56 20.59

Directors remunera on 25.56 25.94

158.28 177.63

2.22 Finance cost (Rs. in Lakhs)

Par cularsAs at



(Rs.)Interest expense

– Term Loan 10.81 26.97

– working Capital 117.76 109.05

– Finance Lease & LC 8.90 0.54

Other borrowing costs 86.80 78.99

224.27 215.55

2.23 Other expense (Rs. in Lakhs)

Par cularsAs at



(Rs.)Consump on of stores, loose tools and spare parts 39.57 45.22

Power and fuel 150.22 156.37

Rent 24.29 39.97

Repairs and maintenance:

– buildings 0 0.15

– plant and machinery 2.57 4.30

– others 1.15 2.28

Factory General Maintenance 12.71 9.94

Stereo Charges 2.83 2.42

Rates and taxes, excluding, taxes on income 4.08 3.60


37

Security Expenses 16.05 17.13

Cartage Expenses 0.63 1.31

Insurance 3.01 3.83

Travelling and conveyance (includes Rs. 0.79 (1.82) Lakhs towards Travelling expenses of directors)

7.99 7.43

Communica on expenses 3.48 2.92

Contract labor charges 10.07 27.83

Legal and professional fees 1.87 2.30

Auditor's remunera on 1.80 2.05

Rebate & discount 0.61 1.87

Freight outward 25.66 25.13

Brokerage and commission 0 1.59

Sales promo on and adver sement 0.81 2.21

Asset lease rentals and hire charges 3.32 1.52

Directors si ng Fees 3.40 4.50

Clearing & Forwarding Charges 11.84 3.86

Vehical Maintenance 6.66 6.66

Bank charges 5.60 13.41

Loss on sale of xed assets 129.55 6.88

Research & Development Expenses 0.27 1.84

Provision for Excise duty on Finished Goods 12.24 41.98

Lab tes ng & research expenses 0.01 0.02

Training and seminar expenses 0.87 1.13

Postage & Telegrams 0.80 1.30

Service charges 10.93 9.74

Prin ng and sta onery 1.77 3.40

Membership and subscrip ons 1.04 0.75

Tax penal es & Interest 0.03 0.55

O ce Maintenance Expenses 2.89 3.39

Bad debts wri en o 1.24 0

501.86 460.78

2.24 Prior period items (Rs. in Lakhs)

Par cularsAs at



(Rs.)Sta Leave Travel and Medical Reimbursement 0.40 1.13

Others 1.06 0.50

1.46 1.63

3. With respect to the Balances of Debtors & Creditors and advances/deposits received from the customers as per books of account. Con rma ons of balances are awaited and adjustments if any will be made in the books on receipt of con rma ons.

4. DUES TO MICRO, SMALL AND MEDIUM ENTERPRISES

The management is currently in the process of iden fying enterprises which have provided goods and services to the company which qualify under the de ni on of micro, small and medium enterprises, as de ned in Micro,


38

Small and Medium Enterprises Act 2001. Accordingly, based on informa on available, the amount payable to such enterprises as on 31st March 2013 is Nil.

5. The computa on of pro t under sec on 349 of the Companies Act, 1956 is not considered necessary as the managerial remunera on that is paid is minimum remunera on based on the e ec ve capital of the Company as prescribed under Schedule XIII of the said Act.

6. DETAILS OF MANAGERIAL REMUNERATION (Rs. in Lakhs)

Par culars2012–2013

(Rs.)2011–12

(Rs.)

Salary and Allowances 25.56 25.56



Provision for Leave Salary 0.50 0.62

Total 28.90 29.15

7. SALES TAX & CENTRAL EXCISE DUTY PENDING DISPUTE (Rs. in Lakhs)

S.No

Name of the Statute Nature of Dues AmountPertainingto the year

Present Status

i. Sales Tax Sales Tax Demand 8.25 1994–1995 On Appeal the case was remanded back to the assessing O cer

ii. Sales Tax Sales Tax Demand 3.53 1995–1996 - do -

iii. Sales Tax Sales Tax Demand 1.28 1997–1998 - do -

iv. Sales Tax Sales Tax Demand 0.80 2001–2002 - do -

v. Central Excise Excise Duty Demand 2.18 2007–2008 Appeal pending with The Assistant Commissioner of Central Excise, Chennai

vi. Central Excise Excise Duty Demand 4.12 2008–2009 - do -

8. LEASES Opera ng leases

The company is obligated under cancelable opera ng leases for Kavarapet factory which are renewable at the op ons of the lessor and the lessee. The expense under the contracted lease amounts to Rs. 26.53 lacs (previous year Rs. 29.73 lacs)

9. DISCLOSURE UNDER AS-15

(i) De ned Contribu on Plans: (Rs. in Lakhs)

Par culars2012–2013

(Rs.)2011–2012

(Rs.)

(a) Contribu on to Provident Fund 5.49 6.47

(b) Contribu on to Superannua on Fund 2.57 2.57

E ec ve 1st April 2009, the Company has adopted revised accoun ng standard AS15 – “Employee Bene ts” issued by the ICAI.


39

(ii) De ned Bene t Plans:

Gratuity:

The Gratuity liability is covered by a Master Policy taken out with LIC of India under the Cash Accumula on Scheme. The Following table set; out the status of the gratuity plan as required under AS 15.

(Rs. in Lakhs)

1 Table Showing changes in present value of obliga on as on 31.03.2013 31.03.2012

Par culars Amount Amount

Present value of obliga on as at beginning of year 26.69 20.28

Interest Cost 2.13 1.62

Current Service Cost 1.83 1.88

Bene ts Paid (7.47) (2.92)

Actuarial (gain)/loss on obliga ons 4.54 5.82

Present value of obliga on as at end of year 27.73 26.69

2 Table Showing changes in the fair value of plan assets as on 31.03.2013 31.03.2012

Fair value of plan Assets at beginning of year 2.29 2.42

Expected return of plan Assets 0.27 0.99

Contribu on 6.00 1.78

Bene ts paid (7.47) (2.92)

Actuarial (gain)/loss on plan Assets Nil Nil

Fair value of plan Assets at the end of year 1.09 2.29

3 Table Showing fair value of plan Assets as on 31.03.2013 31.03.2012

Fair Value of plan Assets at beginning of year 2.29 2.42

Actual return of plan assets 0.27 0.99

Contribu on 6.00 1.78

Bene ts paid (7.47) (2.92)

Fair value of plan Assets at the end of year 1.09 2.29

Funded Status (26.63) (24.40)

Excess of Actual over es mated return of plan Assets Nil Nil

(Actual return of return = Es mated rate of return as ARD fails as on 31st March)

4 Actual Gain/loss recognized 31.03.2013 31.03.2012

Actuarial (gain)/loss on Obliga ons (4.54) (5.82)

Actuarial (gain)/loss for the year – plan Assets Nil Nil

Actuarial (gain)/loss on Obliga ons 4.54 5.82

Actuarial (gain)/loss recognized in the year 4.54 5.82

5 The amounts to be recognized in balance sheet and statement of Pro t & Loss

31.03.2013 31.03.2012

Present Value of obliga ons as at the end of year 27.73 26.69

Fair value of plan assets as at the end of year 1.09 26.69

Funded States (26.63) (24.40)

Net asset/(liability) recognized in the balance sheet (26.63) 24.40

6 Expenses Recognized in statement of Pro t & loss 31.03.2013 31.03.2012

Current service cost 1.83 1.88

Interest cost 2.13 1.62


40

Expected return on plan assets (0.27) (0.99)

Net Actuarial (gain)/loss recognized in the year 4.54 5.82

Expenses recognized in statement of Pro t & loss 8.24 8.33

Expended rate of return on the plan assets 8%

The es mate of future salary increments, contribu on in actual valua on, taxing into account of in a on, seniority promo on and other factors in the employment.

Salary escala on – 5%

10. As at 31st March, 2013, the company had Rs. 495.76 lakhs unabsorbed deprecia on and carried forward of losses under tax laws.

11. SEGMENTAL REPORTING

The company currently operates in one business segment in manufacturing of PP bags and one geographical segment in India. In line with Accoun ng Standard 17, as the relevant informa on is available from the balance sheet and the Statement of Pro t and Loss itself, and therefore keeping in view of the objec ve of segment repor ng, the company has not disclosed segment informa on.

12. DISCLOSURES UNDER ACCOUNTING STANDARD - 18

Related Par es with whom transac ons have taken place during the year. (Rs. in Lakhs)

S.No.

Par culars Nature of Rela onship Nature of Transac on AmountClosing

Balance as on 31.03.13

Closing Balance as on

31.03.12

1 G.V. ChalapathiRela ve of Key management personnel

Fixed Deposit 6.6510.85 4.20

Interest 1.09

2 G. SudhakarRela ve of Key management personnel

Rent paid 2.09 – –

3 G.S. Sridhar Key Management personnel

Salary & Allowances 8.77 – 0.57

Fixed Deposit 6.506.50 –

Interest 0.63

4 G.V. Gopinath Key Management personnel Salary & Allowances 8.55 – 0.61

5 G. Radhakrishna Key Management personnel Salary & Allowances 11.58 – 0.54

6 G. Radhakrishna (HUF) Key Management personnel Fixed Deposits 7.50

9.00 1.50Interest 0.91

7 Jumbo Bag Limited Associated Company

Job work work charges earned

17.35

123.66 83.70Sales 39.75

Purchase 34.96

Interest paid 2.01

8 G.F. Impex Pvt. Ltd., Associated CompanyPurchase 67.48

– 4.85Sales 0.96

9Balaji Trading Enterprises Pvt. Ltd.,

Associated Company

Unsecured Loan Received

–

168.66 157.59Unsecured Loan paid 10.00

Interest on Loan 23.40


41

10 G.S. JwalaRela ve of Key management personal

Interest 0.13 1.20 1.20

11 B. Sangeetha LaxshmiRela ve of Key management personal

Fixed Deposit Repayment

0.500.65 1.15

Interest on FD 0.09

13. CONTINGENT LIABILITIES (Rs. in Lakhs)

Par culars As at 31.03.2013 As at 31.03.2012

Disputed Amount of Sales tax 13.88 13.88

Disputed Amount of Central Excise 6.31 6.31

No provision has been made in the accounts in respect of disputed amount of sales tax as the company has contested the case and is hopeful of ge ng the verdict in its favour. Certain claims/show cause no ces disputed have neither been considered as con ngent liability nor acknowledged as claim, based on the opinion obtained, since the possibility of loss is remote.

14. Secured Loans availed from The Karnataka Bank Limited are secured by rst charge on speci c assets acquired out of the loan and personal guarantees of directors Sri G. Radhakrishna, Sri G.S.Sridhar and Sri G.V.Gopinath, further Secured by personal guarantees of Sri G.V.Chalapathi, and Sri G. Muralidhar.

15. (a) Working capital facilitates from The Karnataka Bank Limited are secured by rst charge on the current assets consis ng of stock of raw materials, nished goods, work-in-process, debtors and personal guarantees of directors Sri G. Radhakrishna, Sri G.S. Sridhar and Sri G.V. Gopinath.

(b) Working capital loan converted to Term Loan, repayable given a period of 3 years Secured by rst charge on the current assets consis ng of stock of raw materials, nished goods, work-in-process, debtors and personal guarantees of directors Sri G. Radhakrishna, Sri G.S. Sridhar and Sri G.V. Gopinath.

16 INTEREST FREE SALES TAX DEFERRAL (Rs. in Lakhs)

Par culars Amount

Due Within 1 year 24.71

Due Within 1 to 5 Years 114.27

Due more than 5 Years 28.51

17. Advances & Deposits includes an amount of Rs. 16,55,273/- being Admi ed and Disputed Sales Tax of Rs. 14,27,605/- for various years paid and Income Tax for the Assessment Year 1996–97 of Rs. 2,27,668/- paid, but kept as Deposit in the books since the company has gone on appeal in respect of these ma ers. Necessary adjustments in the books of accounts will be made in the year in which the outcome of the appeal is known.

18. During the year deferred tax asset arising out of unabsorbed deprecia on has not been recognized in the absence of virtual certainty supported by convincing evidence of future taxable income. Unrecognized deferred tax asset will be reassessed in future years.


42

19. EXPENDITURE IN FOREIGN EXCHANGE (Rs. in Lakhs)

Par culars As at 31.03.13 As at 31.03.12

Imported Materials Purchase (CIF) 44.82 –

Foreign Travel Expenses – –

20. FOREIGN EXCHANGE EARNINGS (Rs. in Lakhs)

Export Sales (FOB) 120.75 142.76

21. REMUNERATION TO AUDITORS (Rs. in Lakhs)

i) Statutory Audit Fee 0.75 0.75

ii) Tax Audit Fee 0.25 0.25

iii) Service Tax 0.12 0.15

iv) Cer ca on Fees & Other services 0.43 0.31

22. The company has reclassi ed previous year gures to conform to this year’s classi ca on. It signi cantly impacts presenta on and disclosures made in the nancial statements, par cularly presenta on of balance sheet.

23. CAPACITY AND PRODUCTION DURING THE YEAR 2012–2013

a) Product: Polymer Products

Licensed Capacity : Not Applicable Installed Capacity : 3800 Tons Produc on : 2950 Tons

b) Raw – Materials and Intermediates Consumed: (Rs. in Lakhs)

Par culars UOM2012–13 2011–12

Qty Rs. Qty Rs.

a. PP Granules Kgs 2,610,764 1283.73 2,711,849 1277.93

b. Others 192.03 236.86

c) Consump on of Imported & Indigenous Raw – Materials, Stores and spare parts and the percentage of each to the consump on: (Rs. in Lakhs)

Par culars2012–13 2011–12

% Value % Value

i. Raw Materials

a. Imported 3% 44.82 – 1502.03

b. Indigenous 97% 1391.37 100

ii. Stores, Spares & Consumables

a. Imported – – – –

b. Indigenous 100% 39.57 100 43.8


43

d) Stock Summary For The Year 2012–13

Name of the Commodity UnitOpening Balance

Receipts IssuesClosing stock

2012–13 2011–12

Paper Kgs 37,483 260,473 283,998 13,958 37,483

Granules Kgs 61,789 2,610,764 2,646,532 26,022 61,789

HDPE/PP Bags Nos. 839,941 11,713,852 12,129,101 457,677 839,941

HDPE/PP Kra Bags Nos. 140,566 2,637,440 2,731,606 46,400 140,566

e) Closing Stock Value With Quan ty As On 31st March 2013 (Rs. in Lakhs)

Name of the Commodity UnitQuan ty Value

2012–13 2011–12 2012–13 2011–12

Paper Kgs 13,948 37,483 5.46 13.18

Granules Kgs 26,022 61,789 17.42 27.87

HDPE/PP Bags Nos 457,677 839,941 1026.61 906.71

HDPE/PP Kra Bags Nos 46,400 140,566 8.09 25.58

HDPE/PP Fabric & HDPE/PP Kra Fabric 44.28 61.57

Accessories for Bags 9.26 10.03

Miscellaneous Items Including Consumables 24.32 21.81

Provision for Excise Duty 136.11 125.40

Total Value of Closing Stock 1271.59 1192.19

f) Sales Summary for the Year 2012–13 (Rs. in Lakhs)

Name of the Commodity 2012–13 2011–12

Poly Propylene Bags 2352.48 2474.06

Others 29.46 34.14

Signatories to Schedules 1 to 23

As per our report of even DateFor M. SRINIVASAN & ASSOCIATESChartered AccountantsFRN : 004050S

R. MohanPartnerMembership No.022460Place : ChennaiDate : 30th May 2013





THIS

PAG

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BLAN

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Regd.Offi ce:“S.K. ENCLAVE” New No. 4 (Old No. 47), Nowroji Road, Chetpet, Chennai – 31.

ATTENDANCE SLIP

Regd.Folio No............... D.P.Id.*.........................No.of shares held........... Client Id.*.........................Mr./Mrs./Miss.........................

I Certify that I am a registered shareholder/proxy for the registered shareholder of the Company. I hereby record

my presence at the 22nd ANNUAL GENERAL MEETING of the Company held at Narada Gana Sabha, Mini Hall

TTK Road Chennai – 600 018 at 10.30 a.m. on Wednesday, the September 25th 2013.

-------------------------------------------------------------- --------------------------------------Member’s/Proxy’s Name (IN BLOCK LETTERS) Member’s/Proxy’s SignatureNotes: Please fi ll in this attendance slip and hand it over at the Entrance of the Meeting Hall.---------------------------------------------------------------------------------------------------------------------------------------------------

Regd.Offi ce:“S.K. ENCLAVE” New No. 4 (Old No. 47), Nowroji Road, Chetpet, Chennai – 600 031.

PROXY FORM

Regd.Folio No......................................................................................... D.P.Id.*.....................................................

No.of shares held..................................................................................... Client Id.*..............................................

I/We......................................................son/wife/daughter of...........................................................being member/

members of Stanpacks(India)Limited hereby appoint Sri/Smt.......................Son/wife/daughter of........................

...........or failing him.................. in Son/wife/daughter of.......................as my/our proxy to vote for me/us on my/

our behalf at the 22ndANNUAL GENERAL MEETING of the Company to be held on 25th September, 2013 and

at any adjournment thereof.

Signed this.................................................... day of September 2013.Signature ......................................................

Notes:

1) A Member entitled to attend and vote at the Meeting is entitled to appoint one or more Proxies to attend and vote instead of himself

and a Proxy need not be a Member of the Company. Proxies, in order to be effective must be received by the Company not less

than 48 hours before the time for holding the meeting.

2) In the case of a Body Corporate, the Proxy Form should be executed under its Common Seal or be signed on its behalf by an

offi cer or an Attorney duly authorised by it.

3) Where there are joint registered holders of any share, any one of such persons may vote at the Meeting either personally or

by proxy in respect of such share as if he was solely entitled thereto; and if more than one of such joint-holders be present at

the Meeting either personally or by proxy, then one of the said persons so present whose name stands fi rst on the Register of

Members in respect of such share shall alone be entitled to vote in respect thereof.

4)* Applicable for investors holding shares in electronic form.

Note: Please be informed that no gifts or compliaments will be given at the time of the Annual General Meeting

Affi xone Rupee Revenue

Stamp

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