To
The Members
Your directors have pleasure in presenting their 28th Annual Report on the
Business and Operations and the accounts for the Financial Year ended 31st
March, 2023 of the Company.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review along with previous year
figures is given hereunder:
Particulars |
For the year ended on 31.03.2023 |
For the year ended on 31.03.2022 |
Revenue from Operations |
294.34 |
105.91 |
Other Income |
0.00 |
0.06 |
Finance Charges |
0.03 |
0.04 |
Provision for Depreciation |
27.60 |
3.03 |
Profit Before Tax |
(6.07) |
(6.93) |
Less: Current Tax |
|
1.08 |
Deferred Tax |
(1.60) |
1.18 |
Profit After Tax |
(4.47) |
4.67 |
Proposed Dividend on Equity Shares |
0.00 |
0.00 |
Tax on proposed Dividend |
0.00 |
0.00 |
Transfer to Reserves |
0.00 |
0.00 |
Surplus carried to Balance Sheet |
(4.47) |
4.67 |
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
The highlights of the Company's performance are as under:
Revenue from operations Increased to 294.34 Lakhs in current year as compared to
105.91 Lakhs in previous year.
3. PROPOSED TRANSFER TO GENERAL RESERVES
As per section 134(3) (j) of Companies Act, 2013, No amount has transferred to the
General Reserve.
4. DIVIDEND
In order to conserve the resources of the Company, the director's have decided not to
declare any Dividend for the financial year 2022-23.
5. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
The Company was changed its name dated 22.02.2022 to ENCODE PACKAGING INDIA LIMITED for
diversification and growth of the Company and started new business line i.e Packaging
Business and increased the turnover afterwards.
6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There is none of the above-mentioned order(s) which impacts the going concern status
and company's operations in future.
7. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FOR
THE COMPANY
The Company's approach to addressing business risks is comprehensive and includes
periodic review of such risks and a framework for mitigating controls and reporting
mechanism of such risks.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure
"A" and is attached to this report.
9. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
10. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company
has placed a copy of annual return of the financial year 2022-23 on its website at
https://encodepackaging.com/
11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of Contracts or Arrangements made with related parties pursuant to
Section 188 of Companies act, 2013 is NIL during the Year.
12. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the
Board hereby submits its Responsibility Statement that:-
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
14. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review,
no amount of principal or interest was outstanding as on the date of balance sheet.
15. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF
DIRECTORS
a) Board Meetings
The Board of Directors of the Company met 8 (Eight) times during the financial year
2022-23. The Details of above-mentioned Board Meetings are provided in Corporate
Governance Report annexed herewith.
b) Changes in Directors And Key Managerial Personnel
1. Appointment of Mrs. Richa Khurana having Pan No BOUPK0835C as Chief Financial
Officer of the Company w.e.f. 05.05.2022
2. Resignation of Subash Chander Kohli, having DIN- 05266510 from the post of
Independent Director of the company w.e.f. 05.05.2022.
3. Appointment of Mr. Gagandeep Singh, having DIN 07734887 as additional Executive
Director of the Company w.e.f 06.06.2022.
4. Appointment of Mr. Rajvir singh, having DIN- 07807886 additional Executive Director
of the Company w.e.f 06.06.2022.
5. Resignation of Mr. Rajan Chopra, having DIN- 00092139 from the post of Whole-time
director of the company w.e.f. 14.07.2022
6. Resignation of Mr. Sunil Kumar Chopra, having DIN- 00092090 from the post of
Managing director of the company w.e.f. 14.07.2022.
7. Resignation of Mr. Varinder Sehgal, having DIN- 02846404 from the post of
Independent Director of the company w.e.f. 14.07.2022.
8. Appointment of Mr. Mahipal Rawat, having DIN 09689753 as additional Independent
Director of the Company w.e.f 10.08.2022.
9. Resignation of Mr. Chetan Balubhai Patel, having DIN: 03556088 from the post of
director of the company w.e.f. 10.08.2022
10. Resignation of Mr. Gagandeep Singh, having DIN 07734887 from the post of director
of the company w.e.f. 10.08.2022
11. Resignation of Mrs. Vibhuti Bhatti, having DIN: 08191843 from the post of director
of the company w.e.f. 14.02.2023
12. Appointment of Mrs. Shikha Lakhi, having DIN 10046436 as additional Non-Executive
Director of the Company w.e.f 14.02.2023.
c) Independent Directors
The Company has received declarations from all the Independent Directors of the Company
under Section 149(7) of the Companies Act, 2013 that they meet the criteria of
independence as laid down under Section 149(6) of the above Act.
d) Details of Ratio of Remuneration to Directors
The information relating to remuneration of directors as required under Section 197(12)
of the Act -NIL
e) Board Committees
The Board has constituted 3 committees which are as follows:-
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
f) Board Evaluation
As required under the provisions of Section 134(3) (p), the Board has carried out an
annual performance evaluation of its own performance and the manner in which such
performance evaluation was carried out is as under:
The performance evaluation framework is in place and has been circulated to all the
directors to seek their response on the evaluation of the entire Board and independent
directors. The Nomination and Remuneration Committee shall carry out evaluation of
Director's performance.
The criteria of evaluation is exercise of responsibilities in a bona fide manner in the
interest of the Company, striving to attend meetings of the Board of Directors/ Committees
of which he/she is a member/ general meetings, participation constructively and actively
in the meetings of the Board /Committees of the Board, etc.
g) Vigil Mechanism
The Company promotes ethical behavior in all its business activities and has put in
place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil
mechanism and Whistle blower policy under which the employees are free to report
violations of applicable laws and regulations and the Code of Conduct. The reportable
matters may be disclosed to the Ethics and Compliance Task Force which operates under the
supervision of the Audit Committee. Employees may also report to the Chairman of the Audit
Committee. During the year under review, no employee was denied to have access for the
same.
h) Related Party Transactions
All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of business. There were no other
material significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees or Investments made by the Company are provided in the
Financial Statements of the Company.
17. STATUTORY AUDITORS
M/s. SARNA & AGGARWAL (FRN- 011796C) appointed as the Statutory auditors of the
Company to hold office from the date of this 27th Annual General Meeting until the
conclusion of the 32nd Annual General Meeting of the Company, at remuneration as may be
fixed by the Board of Directors in consultation with the said Auditors.
18. CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS
The Register of Members and Share Transfer books of the company will be closed with
effect from 23rd September,2023 to 30th September,2023 (both days inclusive).
19. CORPORATE GOVERNANCE
Your Company has been complying with the provisions of Corporate Governance as
stipulated in Regulations 24, 27 and other relevant provisions of SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015. A separate as applicable report
on Corporate Governance along with Auditors' certificate on compliance of the Corporate
Governance norms as stipulated in Regulation 34(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015 and Management Discussion & Analysis forming
part of this report are provided elsewhere in this Annual Report.
20. Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Internal Complaints Committee ("ICC") has been set up to redress
the complaints received regarding sexual harassment. All employees are covered under this
policy.
The following is the summary of the complaints received and disposed off during the
financial year 2022-23:
(a) No. of complaints received: NIL
(b) No. of complaints disposed: NIL
21. LISTING FEES
The Company confirms that it has paid the annual listing fees for the financial year
2022-2023.
23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The internal control and internal audit system are not commensurate with the size and
nature of business with regard to purchase of inventory, fixed assets and with regard to
the sale of goods. But, regarding internal audit, the company has no formal internal Audit
system; however, such checking is being carried out by the staff of the Company. Regarding
internal control, appropriate steps are being introduced by the management of the company.
Moreover, the Company has appointed M/s Ritesh Khatter & Company, Chartered
Accountants, as its Internal Auditors and they periodically test the efficacy of the
prevailing internal control systems.
24. ACKNOWLEDGEMENTS
Your directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Company's activities during the year under review. Your directors also acknowledges
gratefully the shareholders for their support and confidence reposed on your Company.
|
By Order of the Board |
|
|
For ENCODE PACKAGING INDIA LIMITED |
|
|
Sd/- |
Sd/- |
|
NAVDEEP SINGH BHATTI |
RAJVIR SINGH |
Place: JALANDHAR |
WHOLE TIME DIRECTOR |
DIRECTOR |
Dated: 02.09.2023 |
(DIN: 03232929) |
(DIN: 07807886) |