Well Pack Papers & Containers Ltd. · 2011. 12. 29. · Well Pack Papers & Containers Limited 1...

Well Pack Papers & Containers Limited

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Well Pack Papers & Containers Ltd.

ANNUAL REPORT

2010 - 2011

SURVEY NO.591-592, 6TH K.M. STONE, KALOL-VAMAJ ROAD, VILLAGE: PIYAJ, TAL. KALOL, DIST.GANDHINAGAR, GUJARAT

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CONTENTS

SR.NO. PARTICULARS PAGE NO.

1. Selective Financial Data........................................................... 01

2. Production & Sales Highlight .................................................. 01

3. Corporate Information ........................................................... 02

4. Notice of the A.G.M. ............................................................. 03

5. Directors Report.................................................................... 05

6. Corporate Governance Report .............................................. 07

7. Auditor’s Report ................................................................... 20

8. Balance Sheet ....................................................................... 26

9. Profit and Loss Account ........................................................ 27

10. Schedules Forming Part of the Balance Sheet ........................ 28

11. Schedules Forming Part of the Profit & Loss Account ............ 32

12. Notes Forming Part of the Account ........................................ 35

13. Cash Flow Statement ............................................................. 45

14. Balance Sheet Abstract .......................................................... 47




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1994-95 305.60 19.80 4.56 5.22 --- --- 10.02

1995-96 753.66 96.21 35.73 23.64 --- --- 36.84

1996-97 1273.06 177.93 103.64 50.39 3.20 --- 20.70

1997-98 1342.74 99.47 98.83 55.97 --- --- (55.33)

1998-99 1426.66 111.43 102.42 52.84 --- --- (43.83)

1999-00 1565.99 94.13 96.79 54.00 --- --- (69.33)

2000-01 1875.21 188.16 103.35 55.01 1.23 --- 28.57

2001-02 1880.75 180.27 86.01 57.20 1.66 --- 35.40

2002-03 1841.75 234.38 93.27 60.15 16.91 --- 64.05

2003-04 2088.27 187.69 78.61 66.22 3.29 --- 39.57

2004-05 2308.46 199.79 65.20 67.75 5.30 15.73 45.81

2005-06 2459.38 184.70 51.53 65.60 6.90 --- 60.67

2006-07 1919.30 144.11 51.85 54.98 5.40 --- 31.882007-08 1847.25 155.18 55.82 61.44 4.55 --- 33.372008-09 2292.88 156.10 50.34 63.53 5.13 --- 37.092009-10 2587.58 289.64 139.52 102.51 7.62 --- 39.982010-11 4007.64 429.24 287.53 140.10 0.00 --- -7.05

SELECTIVE FINANCIAL DATA

(Rs. in Lacs)

Year Revenue Operating Interest Depreciation Provision Provision ProfitProfit for for Deferred After(PBIDT) Taxation Tax Tax




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YEARS PRODUCTION SALES SALES (IN MT.) (IN MT.) (IN RS.)

1994-95 1441.830 1433.830 29095300.00

1995-96 3839.710 3781.642 72245450.00

1996-97 7653.827 7597.280 121077713.00

1997-98 9217.558 9189.550 131972513.00

1998-99 10423.611 10373.673 145059139.00

1999-00 10099.004 10119.908 150979274.00

2000-01 10811.255 10898.459 186676837.00

2001-02 11632.154 11614.933 183827249.00

2002-03 11050.134 11072.577 179529247.00

2003-04 11283.192 11240.580 202293519.00

2004-05 13462.978 13398.752 232017352.00

PRODUCTION & SALES HIGHLIGHTS

2005-06 13452.800 13360.961 240675176.00

2006-07 11219.094 11306.158 185110964.002007-08 10027.997 10129.904 174204896.002008-09 11713.223 11710.622 217286118.00

2009-10 10109.487 10063.791 204187941.00

2010-11 9481.836 9554.762 345356279.00




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BOARD OF DIRECTORS

Mr. VinodKumar M. Patel ...................... ................. Chairman & Managing Director

Mr. Viral V. Patel..............................................................................Executive Director

Mr. Akshay V. Patel.........................................................................Executive Director

Mr. Vijay B. Vakharia.........................................Independent non-executive Director

Mr. Nilkamal C. Nayak ..................................... Independent non-executive Director

Mr. Ramanlal C.Patel..........................................Independent non-executive Director

CORPORATE INFORMATION

REGISTERED OFFICESurvey No. 591-592, 6 KM Stone,Kalol-Vamaj Road, Village: PiyajTa. : Kalol, Dist. : Gandhinagar

India

FACTORY6th km Stone, Kalol - Vamaj Road.

Ta. : Kadi, Dist. : Mehsana.Vamaj.

AUDITORSBabubhai Patel & Co.

Chartered AccountantsAhmedabad

BANKERS

Punjab National BankInternational Banking Branch, Ahmedabad

EQUITY SHARES LISTED ATThe Bombay Stock Exchange Ltd.

The Ahmedabad Stock Exchange Ltd.

REGISTRAR & SHARE TRANSFER AGENTSHAREPRO SERVICES (INDIA) PVT. LTD.

4th Floor, Devnandan Mall, Opp. Sanyas Ashram, Ashram Road, Ahmedabad




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NOTICE

NOTICE IS HEREBY GIVEN THAT THE SEVENTEENTH ANNUAL GENERAL MEETING OF THE COMPANY WILL BE HELD ON FRIDAY, THE 30 TH DAY OF SEPTEMBER, 2011 AT 11.30 A.M. AT THE REGISTERED OFFICE OF THE COMPANY AT Block no. 591, 6th K.M. Stone, Kalol - Vamaj road, Village - Piyaj, Ta. - Kalol, Gandhinagar TO TRANSACT THE FOLLOWING BUSINESS.

ORDINARY BUSINESS :

1. To receive, consider and adopt the Audited Balance Sheet of the company as at 31st March, 2011 and the Profitand Loss Account of the Company for the year ended on that date together with the reports of the Directorsand auditors thereon.

2 To appoint a Director in place of Mr. Vinodbhai M. Patel who retires by rotation and being eligible offers him self for reappointment.

3 To appoint a Director in place of Mr. Viral V. Patel who retires by rotation and being eligible offers himself for re-appointment.

4. To appoint Statutory Auditors of the company to hold office from the conclusion of this Annual General Meetinguntil the conclusion of the next Annual General Meeting and to fix their remuneration and in this connecton toconsider and if thought fit to pass with or without modifications(s) the following Resolution as an"Ordinary

Resolutions".

"RESOLVED THAT M/s. Babubhai Patel & Co., Chartered Accountants, Ahmedabad be and are hereby appointedas Statutory Auditors of the Company of the Financial Year 2011 - 12 to hold office from the conclusion of thisAnnual General Meeting until the conclusion of the next Annual General Meeting."

Dated: 12th Aug., 2011 For and on behalf of the Board

Place: PIYAJ

(VINOD M. PATEL) CHAIRMAN

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETIG IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND PROXY NEED NOT BE A MEMBER OF THE COMPANY

PROXY FROM DULY FILLED IN MUST BE RECEIVED BY THE COMPANY AT ITS REGISTERED OFFICE NOTLESS THAN FORTY-EIGHT HOURS BEFORE THE TIME OF HOLDING MEETING.. A BLANK PROXY FORM ISANNEXED TO THIS NOTICE.

2. The Register of Members and Share Transfer Booksof the company will remain closed from 28th September, 2011 to 30th September 2011 (both days inclusive)

3. The Explanatory Statement pursuant to section 173(2) of the Companies Act, 1956 in respect of the businessset out in the accompanying notice is annexed thereto.

4. Members are requested to bring their Attendence Slip along with their copy of Annual Report to the Meeting.5. Members desiring any information regarding the accounts are requested to write to the Company at least

Seven Days before the meeting so as to enable the management to keep the same ready.




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INFORMATION AS REQUIRED UNDER CLAUSE 49(IV)(G) OF THE LISTING AGREEMENT IN RESPECT OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE FORTHCOMING ANNUAL GENERAL MEETING

Name of Director Mr. Vinod M. Patel Mr. Viral V. PatelDate of Birth 16th February, 1955 24th November, 1983Date of Appointment 17th October, 1994 15th May, 2006Qualifications B.B.A.Expertise in Specific Functional Areas Production, Marketing Marketing and

and administration administrationDirectorship held in other companies NIL NIL(excluding private & Foreign companies)Membership/Chairmanship of committees NIL NILin other public companyShareholding in the company 8606080 no. of Equity 10482500 no. of Equity

shares representing Shares representing10.53% of total Share 12.83 % of total ShareCapital of the Company Capital of the Company

Disclosure of relationship Heis Father of Mr. Viral He is Son Mr. Vinod PatelPatel and Mr. Akshay and Brother of Mr. AkshayPatel, Directors of the PatelCompany


Place: PIYAJ





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DIRECTORS REPORT

Your Directors take pleasure in presenting herewith Seventeenth Annual Report and the Audited Accountsfor the year ended 31st March, 2011.

FINANCIAL RESULTS :(Rs. in Lacs)

Particulars 2010-2011 2009-2010

Profit before Interest, Depreciation and Tax 429.24 289.64Interest 287.53 139.52Depreciation 140.10 102.51Profit (Loss) Before Tax 1.61 47.61Provision for taxation ---- 7.62

Less : Short Provision of Earlier (I.T.) 8.65 ----Deferred Tax ---- ----Profit (loss) after Tax (7.05) 39.98

REVIEW OF PERFORMANCE :The year was very tough for the company. Company has achieved turnover os Rs. 34.54 Crores against theturnover of Rs. 20.42 Crores for the previous year. However company has incurred Loss of Rs. 7.05 Lacs ascompared to the Profit of Rs. 39.98 Lacs for the previous year. Company has taken Credit facilities from theBank for the set up and expansion of Laminate Unit and also for the Expansion of the Paper Unit of thecompany which resulted in to the heavy finance and interest cost to the company. Expansion of the projecthas been delayed due to the financial crises. Companies Laminate Unit and Paper Unit were remained closedfrom 20/05/2011 to 25/07/2011 due to financial crises. However at present the company is in stable situationand promoters are trying to revive the company.

DIVIDEND :The Directors, regret their inability to recommend any dividend for the year, due to inadequate profit.

PUBLIC DEPOSITS :During the year, the Company has not accepted ant deposits from the public or otherwise in terms of Section58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS :At the forthcoming Annual General Meeting, Mr. Vinod M. Patel and Mr. Viral V. Patel, will retire by rotationpursuant to the provisions of the articles of the associations of the Company being eligible, they offersthemselves for reappointment. The Board recommends his reappointment.

AUDITORS :M/S Babubhai Patel & Co., Chartered Accountants of the Company retires at this Annual General Meetingand being eligible, are recommended their re-appointment as auditors of the company for the period from theconclusion of this Annual General Meeting upto the date of the next Annual General Meeting.

AUDITORS REPORT:The observations of the Auditors in their Report and Notes attached to the Accounts are Self-Explanatoryand do not require any Further Clarifications.

COST AUDITORS :The Company has reappointed M/s V. H. Shah., Cost Accountant as the Cost Auditors of the Companyrelating to financial year 2011-12 as required by the Central Government under Section 233B of the CompaniesAct, 1956.




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DIRECTORS RESPONSIBILITY STATEMENT :

In Compliance of Section 217 (2AA) of the Companies Amendment Act, 1956 as amended by the Companies(Amendment) Act, 2000, the Directors of your Companies confirm:

1. That the applicable accounting standards had been followed in the preparation of final accounts and that there are no material departures.

2. That such accounting polices have been selected are applied consistently judgements and estimatesmade are reasonable and prudent so as to give a true and fair view of the state affirs of your Company asat March 31, 2011.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities and.

4. That the annual accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS :

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding com-pliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement to-gether with the Management Discussion and Analysis of the financial position of the company from part ofthe Annual Report.

LISTING :

The shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and Ahmedabad StockExchange Limited (ASE). The Company has paid the annual listing fees for the year 2011-12.

PARTICULARS OF THE EMPLOYEES :

Company has no employee who were in receipt of the remuneration of Rs. 60,00,000/- in the aggregate, ifemployed for the year and in receipt of the monthly remuneration of Rs. 5,00,000/- p.m. if employed for a partof the year as per the provision of Section 217 (2A) of the Companies Act, 1956 read with the Companies(particulars of Employees) Rules, 1975. Hence the information required under S-217(2A) of the Companies Act,1956 being not applicable are not given in this report.




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

The additional information required under Section 217(1)(e) of the Companies Act, 1956 relating toConservation of energy, technology absorption, research & development and foreign exchange earnings oroutgoes is annexed herewith and forming part of this report.

ACKNOWLEDGMENT :

Your company & Directors wish to place on record their appreciation of the assistance and co-operationextended by Investors, Bankers, Customers, Business Associates, Suppliers and Government. We are deeplygrateful to shareholders for their continued faith, confidence and support to the company. The Directorwishes to place on record its appreciation of sincere and dedicated work of employees at all levels, which haslargely contributed to the present growth of the Company.


Place: PIYAJ





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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

ACTIVITYThe Company is engaged in manufacturing of Paper and Laminated Sheets.

FINANCIAL REVIEWThe year was very tough for the company. Company has achieved turnover of Rs. 34.54 Croresagainst the turnover of Rs. 20.42 Crores for the previous year. However company has incurredLoss of Rs. 7.05 Lacs as compared to the Profit of Rs. 39.98 Lacs for the previous year. Companyhas taken Credit facilities from the Bank for the set up and expansion of Laminate Unit and also forthe Expansion of the Paper Unit of the company which resulted in to the heavy finance and interestcost to the company. Expansion of the project has been delayed due to the financial crises. Compa-nies Laminate Unit and Paper Unit were remained closed from 20/05/2011 to 25/07/2011 due tofinancial crises. However at present the company is in stable situation and promotes are trying torevive the company.

RISK AND CONCERNThere are no risk and concerns other than the fluctuation in the global economy.

INTERNAL CONTROL SYSTEMSThe Company has a risk focused, Internal Control System to analyze and report to the managementon the day-to-day operations of the Company. Efforts are being made to continuously strengthen itfurther. The internal control system ensures protection of assets and proper recording of alltransactions.The Internal Audit programme is finalized in consultation with the internal Auditors and the auditcommittee of the Board. The reports of the internal auditors, observations and recommendations,significant risk area assessments and adequacy of internal controls are periodically discussed andreviewed in Audit Committee’s observations.INDUSTRIAL RELATIONSThere is conscious effort on the part of the management to continuously develop knowledge, skillsand attitudes of its employee. Thoughout the year Industrial relations continued to remain cordialand harmonius in the Company.ENVIRONMENTAL ISSUESAs the company is not in the field of manufacture, the matter relating to produce any harmful gasesand the liquid effluents are not applicable.CAUTIONARY STATEMENTStatements in this report on Management Discussion and Analysis may be forward looking state-ments within the meaning of applicable security laws or regulations. These statements are basedon certain assumptions and expectations of future events. Actual results could however, differmaterially, from those expressed or implied. Important factors that could make a difference to thecompany's operations include global and domestic conditions. And changes in government regu-lation and tax structure, economic development within india and the countries with which thecompany has business contacts and other factors such as litigation and industrial relations thecompany assumes no responsibility in respect of forward-looking statements, which may beamended or modified in future on the basis of subsequent developments, information or events. Dated: 12th Aug., 2011 For and on behalf of the Board

Place: PIYAJ(VINOD M. PATEL) CHAIRMAN




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ANNEXURE

Information required under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Directorsof particulars in the report of the Board of Directors) Rules, 1988.

1. CONSERVATION OF ENERGY

Energy Conservtion measure taken by the Company mainly include Selection & installation of energyefficient equipment and energy saving devices and therefore energy consumption has been optimised andcost of production to that extent is under control.

POWER AND FUEL CONSUMPITION Paper Unit Laminate Unita. Eletricity

(a) Purchased Unit 4063695 1370536Total Amount 24188193 7315904

(b) Own Generation(1) Through Diesel generator - -(2) Through Steam turbine generator - -

b. Coal 11439777 7169694c. Furnace oil quantity - -

d. Others/Internal generation - -

CONSUMPTION PER UNITS OF PRODUCTION Paper Unit Laminate UnitProduct Kraft Paper Laminate SheetElectricity 0.39 0.07Furnace oil - -Coal 0.83 0.07Other(Specify) - -

2. TECHNOLOGY ABSORPTION : The Company has no research and development department and not acquired out side technology.

3. RESEARCH & DEVELOPMENT:

1. Specific areas in which - Company has not carried out any research &R & B is carried out development activties

2. Benefits derived as a result of the R & B - N.A.

3. Future Plan at action - Not planned at present.

4. Expenditure on R & D - NIL

4. FOREIGN EXCHANGE EARNINGS AND OUT GO : Foreign Exchange Earned : Rs. 5360732 Foreign Exchange Used : Rs. 40005052

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

PLACE : PIYAJ

DATE : 12th Aug., 2011 (VINOD M. PATEL) Chairman & Managing Director




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REPORT ON CORPORATE GOVERNANCE

The company pursuant to the code on Corporate Governance introduced by the Securities and ExchangeBoard of India (SEBI) furnishes its report as under :

COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCEThe Company’s philosophy on corporate governance envisages the attainment of the highest levels oftransparency, accountability and equity, in all facts of its operations, and in all its interactions with itsstakeholders, including shareholders, employees, the government and lenders.

BOARD OF DIRECTORSa) Size and Composition of the Board :The Company has a proper blend of Executive and Independent Directors to maintain the independence of theBoard. As of the year ended 31st March, 2011 the Board of Directors had 6 members comprising of 3 PromoterExecutive Directors and 3 Independent Non-Executive Diretors. All the Non-Executive Directors are Indepen-dent Directors.

The details in regard to the attendence of Directors at Board Meetings/Shareholders Meetings held duringthe year as also the number of Directorship/s held by them in other Companies and the position of member-ship of Committee/s are given below:

Name of Director Category of No. of Attendance Directorships Other MandatoryDirector Board at the last in other Indian Committee**

Meetings AGM Public membership as at attended Companies* 31st March, 2011

as at 31stMarch, 2011 Chairman Member

Mr. Vinod M. Patel CMD-Executive 8 Yes NIL NIL NIL

Mr. Viral V. Patel WTD-Executive 8 Yes NIL NIL NIL

Mr. Akshay V. Patel WTD-Executive 8 Yes NIL NIL NIL

Mr. Nilkamal C. Nayak NE-Independent 8 Yes NIL NIL NIL

Mr. Vijay B. Vakharia NE-Independent 8 Yes 1 NIL NIL

Mr. Ramanlal C. Patel NE-Independent 8 Yes NIL NIL NIL

* Excludes Directorships in private/foreign companies and companies incorporated under Section 25 of theCompanies Act, 1956.** Represents Membership/Chairmanship of the Audit Committee, Shareholders/ Investors Grievance Com-mittee and Remuneration Committee of other companies.CMD-Chairman & Managing Director, WTD-Whole Time Director, NE- Non Executive.During the year under review Eight Board meetings were held on 01/04/2010, 30//04/2010, 12/08/2010, 01/10/2010, 25/10/2010, 03/11/2010, 02/02/2011 and 28/03/2011.

b) Management & Function of the Board:The day-to-day management of the Company is conducted by the Chairman & Managing Director in consul-tation with four Whole Time Director and subject to the supervision and control of the Board of Directors.The required information as enumerated in Annexure I to Clause 49 of the Listing Agreement is made availableto the Board of Directors for discussions and consideration at Board Meetings. The Board also reviews theBoard Minutes of its Subsidiary Company.




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Minutes of meetings of the Audit Committee are circulated to members of the Committee and the Board is keptapprised.

Members of the Audit Committee have requisite financial and management expertise. The Statutory Auditors,Internal Auditor and the Chief Financial Officer are invited to attend and participate at meetings of theCommittee.

2)Shareholders' / Investors' Relations CommitteeThe Shareholders'/Investors' Grievance Committee of the Company comprises of the following members ofthe Board :Nilkamal Nayak - Chairman - Non Executive IndependentRamanlal Patel - Member - Non Executive IndependentVinod M. Patel - Member - Executive Non - Independent

During the financial year six meetings were held on 31/05/2010, 31/07/2010, 30/09/2010, 30/11/2010, 31/01/2011,and 31/03/2011. All members were present at all meetings.

The Company addresses all complaints, suggestions and grievances expeditiously and replies have beensent/ issues resolved usually within 15 days except in case of dispute over facts or other legal constraints.

During the year complaints were received from SEBI or shareholders were resolved satisfactory. No requestsfor share transfers are pending except those that are disputed or sub-judice. Mr. Vinod M. Patel, ManagingDirector, is the Compliance Officer of the Company.

Name Position Attendance at Audit Committee meeting held on held 30.04.2010 12.08.2010 26.08.2010 03.11.2010 02/02/2011

Mr. Nilkamal C. Nayak Chairman Yes Yes Yes Yes YesMr. Vijay B. Vakharia Member Yes Yes Yes Yes YesMr. Ramanlal C. Patel Member Yes Yes Yes Yes Yes

c) Committees of the Board

Currently the Board has three committees viz:

1) Audit Committee

Brief description of terms of reference :

Terms of Reference of the Audit Committee are as per Section 292 A of the Companies Act, 1956 and the guidelines set out in the listing agreements with the Stock Exchanges that inter-alia, include overseeing financial reporting processes, reviewing periodic financial results, financial statements and adequacy of internal control systems which the Management and adequacy of internal audit functions, discussions with the auditors about the scope of audit including the observations of the auditors and dicussion with internal auditors on any significant findings.

Composition : The Audit Committee has been constituted in conformity with the requirements of Section 292 A of the Companies Act, 1956 and Clause - 49 of the Listing Agreement with Stock Exchanges.

At present the Audit Committee comprises of three Non Executive & Independent Directors. Details of the composition, number of meetings held during the year and attendance thereat are as under:




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3. Remuneration Committee :

The Remuneration Committee of the Company comprises of the following members, all being non-executiveindependent directors :

Vijay B. Vakharia - ChairmanNilkamal Nayak - MemberRamanlal Patel - Member

The terms of reference of the Remuneration Committee, inter alia consists of to recommend to the Board and tothe shareholders with agreed terms of reference, the Company's policy on specific remuneration packages forexecutive directors including any compensation payment if required and shall review the same from time totime if required.

During the year No meeting of the committee was held.

Remuneration Policy & Remuneration paid to Board of Directors :

As per the recommendation of the remuneration committee and subject to the approval of the Board and of theCompany in General Meting and such other approvals as may be necessary, the Managing/Whole time Direc-tors are paid remuneration as per the resolutions passed by the Company.

Details of the actual remuneration paid to the Executive Directors for the period under review are as follows:

Name of the Director Remuneration Commission Sitting Fees Total Vinod M. Patel 7,20,000/- Nil Nil 7,20,000/- Viral V. Patel 4,80,000/- Nil Nil 4,80,000/- Akshay V. Patel 3,60,000/- Nil Nil 3,60,000/-Period of Service of Managing Director and Whole-time Director is five years. Service can be terminated byeither party by giving six months' notice. There is no provision for payment of severance fees.

The Company paid sitting fees to Non-executive Directors as udner for attending Board Meetings during theyear ended 31st March, 2011. Name of the Dirctor Sitting Fees Vijay B. Vakharia Nil Nilkamal Nayak Nil Ramanlal Patel Nil

The Company does not have any scheme for grant of stock option to its Directors or Employees nor it paycommission to any of its Directors.

D. Details of Shares held by Non-Executive Directors: Name of the Non Executive Director Shares Held Vijay B. Vakharia Nil Nilkamal Nayak Nil Ramanlal Patel Nil




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Code of Conduct for Senior ManagementThe Company has adopted a Code of Conduct for Directors and Senior Management. It is the responsibilityof all employees and Directors to familiarise themselves with the Code and comply with the same.The code includes provisions where the employees of the Company can voice their concerns on violation andpotential violation of this Code in a responsible and effective manner.All Board members and senior management personnel have confirmed compliance with the code. A declara-tion signed by the Managing Director is attached and forms part of the Annual Report of the company.

CEO CertificationChief Executive Office (CEO) certifiacation on financial statements pursuant to the provisons of Clause 49 ofthe listing agreements is annexed and forms part of the Annual Report of the company.

GENERAL BODY MEETINGSthe details of General Body Meetings held during the last three years are as under:

(i) Annual General Meetings / Extra Ordinary General Meeting

AGM DAY DATE TIME LOCATION

16 th Thursday 30.09.2010 11.00 A.M. Block No. 591-592, 6Th K.M.Stone, Vill. - Piyaj, Ta. - Kalol, Dist. - Gandhinagar, Gujarat

15 th Friday 25.09.2009 11.00 A.M. Block No. 591-592, 6Th K.M.Stone, Vill. - Piyaj, Ta. - Kalol, Dist. - Gandhinagar, Gujarat

14 th Saturday 27.09.2008 11.00 A.M. 313, G.I.D.C., Chhatral - 382 729, Ta. - Kalol, Dist. - Gandhinagar, Gujarat

EGM Friday 05.03.2010 11.00 A.M. Blcok No. 591-592, 6Th K.M.Stone, Vill. - Piyaj, Ta. - Kalol, Dist. - Gandhinagar, Gujarat

(ii) Special Resolutions passed in the previous three AGMs

(1) At Fourteenth Annual General meeting, Special Resolutions were passed for re-apointment of Mr.VinodPatel as Managing Director and Mr.Viral Patel as Whole time Director and appointment of Mr.Akshay V.Patelas whole-time Director.

(2) At the Extra Ordinary General Meeting held on 5th March, 2010 Special Resolutions were passed by themembers for (1) subdivision of equity shares of face value of Rs. 10/- each to Rs. 1/- each, (2) Increase theauthorized share capital of the company from Rs. 8 to 9 Crores, (3) Issue of 2,35,200 no. of Equity Shares ofFace Value of Rs. 10/- each at a price of Rs. 425/- per share which includes premium of Rs. 415/- per share topromoters and non-promoters on preferential basis, and (4) Issue of Bonus Equity Shares in ratio of 4:3, i.e. 3(three) equity shares for every 4 (four) existing equity shares.

During the year under review, company has not passed any resolution through Postal Ballot.




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SHAREHOLDERS INFORMATION

Financial year : 1st April, 2010 to 31st March, 2011

Date & Time of Annual General Meeting : 30th September, 2011 at 11.00 a.m.

Venue : Block No.591-592, 6 th K.M.Stone, Kalol-Vamaj Road,Village: Piyaj, Tal. Kalol, Dist. Gandhinagar, Gujarat

Book closure date : 28th September, 2011 to 30th September, 2011(both days inclusives) for Annual General Meeting

Dividend payment date : N.A.

Registered Office : Block No.591-592, 6 th K.M.Stone, Kalol-Vamaj Road,Village: Piyaj, Tal. Kalol, Dist. Gandhinagar, Gujarat

Compliance Officer : Mr. Vinod Patel, Managing Director

Financial Calendar The Company has announced/expects to announce the unaudited quarterly results for the year 2010-11 as per the following schedule:

First quarter : 1st or 2nd week of August, 2010 Second quarter : 1st or 2nd week of November, 2010 Third quarter : 1st or 2nd week or February, 2011 Forth quarter : 1st or 2nd week of May, 2011




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Means of communicationThe quarterly/half yearly results of the Company are generally published in Western Times (English and GujaratiEditions). Since the quarterly and half-yearly financial results are published in newspapers, the same are notsent to the shareholders of the Company

ADR/GDRThe Company has not issued any ADR/GDR.

Listing on Stock ExchangeThe shares of the Company are listed on Bombay Stock Exchange Limited and Ahmedabad Stock Exchange Ltd.Stock CodeAt BSE : 531249Stock Market Price Data:

Month Monthly High Monthly Low Apr - 10 30.00 22.00 May - 10 43.00 28.70 Jun - 10 74.50 38.10 Jul - 10 131.00 73.50 Aug - 10 127.90 58.75 Sep - 10 84.55 63.10 Oct - 10 77.95 50.40 Nov - 10 49.25 31.75 Dec - 10 31.50 14.25 Jan - 11 20.00 12.35 Feb - 11 14.40 5.11 Mar - 11 8.27 5.11

Dematerialization InformationThe Shares of your Company are available in Dematerialized form with National Securities Depository Limited(NSDL) & Central Depository Services (I) Limited (CDSL). The ISIN of the Company is INE063H01031. As ofMarch 31st, 2011, 7,55,54,604 No. of Shares were in dematerialised form.Distribution of Shareholdings as on March 31st, 2011.

No. of Equity No. of Share % of No. of Shares % of holding Shares held holders shareholders held 1-500 6386 56.17 1320413 1.62 501-1000 1673 14.71 1415509 1.73 1001-2000 1432 12.60 2284060 2.80 2001-3000 414 3.64 1102672 1.35 3001-4000 307 2.70 1094148 1.34 4001-5000 261 2.30 1246988 1.53 5001-10000 448 3.94 3356711 4.11 10001 & above 449 3.95 69908349 85.54 Total 11370 100.00 81728850 100.00




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Categories of Shareholders as on March 31st, 2011Category No. of Shares % of Shares

A Promotoer's Holding 1 Indian Promoters 35544151 43.49 2 Foreign Promoters NIL NIL

Sub total 35544151 43.49

B Non-Promoters 3 Institutional Investors NIL NIL

A Mutual Funds and UTI NIL NILB Banks, Financial Inst., Insurance Com. NIL NIL(Central State Gov. Inst. / Non-Gov Inst.) NIL NILC FIIS 2600000 3.18

Sub total 2600000 3.18

4 OthersA Private Corporate Bodies 22258921 27.24B Indian Public 21103445 25.82C NRIs / Clearing Member / OCBs & Trust 222333 0.27

Sub total 43584699 53.33

GRAND TOTAL 81728850 100.00

Disclosures

(1) There are no materially significant related party transactions of the Company with key managerial person-nel which have potential conflict with the interest of the Company at large.

(2) Details of non-compliance by the Company, penalties, strictures imposed on the Company by StockExchanges or SEBI or any statutory authority, on any matter related to capital markets, during the period from1st April 2010 to 31st March 2011 : NIL

3) Secretarial Audit -

M/s. A. Santoki & Associates, Company Secretaries carried out a secretarial audit to reconcile the totaladmitted capital with National Securities Depository Limited (NSDL) and central Depository Services (I)Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/paid-up capitalof the Company is in agreement with the total number of shares in physical form and the total number ofdematerialized shares held with NSDL and CDSL.

Uncliamed Dividends

The Company will be required to transfer dividends which have remained unpaid/unclaimed for the period of7 years to the Investor Education & Protection Fund established by the Government. However there is nosuch unclaimed/unpaid dividend for which Comapny has to transfer the same to the Investor Education &Protection Fund in this financial year.

Plant Location (Paper Unit)

Block No. 2023, 6th K.M. Stone, Kalol Vamaj Road,Village : Vamaj, Ta. : Kadi, Dist. : Mehsana, Gujarat




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Regd. Office(Laminate Unit) Shareholders can do the correspomdence at: Managing Director Well Pack Papers & Containers Limited Survey No. 591 - 592, 6th K.M. Stone, Kalol - Vamaj Road, Village - Piyaj, Ta. - Kalol, Dist. - Gandhinagar, Gujarat

DECLARATION

The Board has laid down a code of conduct for all Board Members and Senior Management of the Company The Board members and Senior Management have affirmed compliance with the code of conduct.

Place : Piyaj, Gujarat For and on behalf of the Board Date : 12.08.2011

Vinod M. PatelChairman




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Declaration under Clause 49 of the Listing Agreement

The Member of Well Pack Papers & Containers Limited

This is declare that to the best of my knowledge and belief all the Members of the Board and Senior Manag- ement personnel of the Comapny have affirmed respective Compliance with the Well Pack Papers & Contai- ners Limited Code of Conduct for the year ended March 31, 2011.


Vinod M. Patel Chairman

Chief Executive Officer (CEO) CertificationThe Member of Well Pack Papers & Containers Limited

As required under Clause 49(v) of the Listing Agreement with Indian Stock Exchange, the under signed hereby confirm the following :

(a) We have reviewed financial statements and the cash flow statement for the year ended on 31st March,2011 and that to the best of our knowledge and belief.

1. these statements do not contain any materially nature statement or omit any material fact or contain any statements might be misleading:

2. these statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b) To the best our knowledge and belief, no transactions have been entered into by the company during the years that are fraudulent, illegal or violative of the Company's code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of the internal control systems of the company pertaining to financial reporting and we have discosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps they have taken or are propose to be rectify these deficiencies.

(d) We have indicated to the auditors and the Audit Committee that:

1.There were no significant changes in internal control our financial reporting during the year;2.There were no significant changes in accounting policies during the year: and3.There were no instances of fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company's internal control system over financial reporting.


Vinod M. Patel Chairman

(e) We further declare that the all Board Members and Senior Management have affirmed the compliance with the code conduct for the year 2010 - 11.




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AUDITOR'S CERTIFICATE

To The Members of Well Pack Papers & Containers Limited.

We have examined the report of Corporate Governance presented by the Board of directorsof Well Pack Papers & Containers Limited for the year ended on 31st March, 2011 as stipulatedin clause 49 of the listing Agreement of the company with the Stock Exchange.

The Compliance of conditions of corporate governance is the responsibility of the management.Our examination was limited to procedures and implementation there of, adopted by thecompany for ensuring the compliance of the conditions of the corporate governance. It isneither an audit nor an expression of opinion on the Financial Statements of the company.

In our opinion and according to the information and explanations given to us the companyhas taken step to comply with the conditions of corporate governance, to the extent applicableand as stipulated in the aforesaid listing agreement.

We state that no investor grievance is pending for a period exceeding one month against thecompany as per records maintained by the Shareholder's Grievance Committee.

We further state that such compliance is neither any assurance as to future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company.

For Babubhai Patel & Co. Chartered Accountants

Place : Ahmedabad B. P. PATELDate : 12th Aug., 2011 (SOLE PROPRIETOR)

(M.No. 9376)




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AUDITOR'S REPORT

TO THE MEMBER OF WELL PACK PAPERS & CONTAINERS LTD.

We have audited the attached Balance sheet of Well Pack Papers & Containers Ltd. asat 31st March, 2011 and also the Profit and Loss Account for the year ended on that date annexedthereto. These financial statements are the responsibility of the Company's management. Ourresponsibility is to express an opinion on these financials statements based on our Audit.

We conducted our Audit in accordance with auditing standards generally accepted in India.Those standards required that we plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement. An audit includes examining, ona test check basis, evidence supporting the amounts and disclosures in the financial statements. An auditalso includes assessing the accounting principles used and significant estimates made by management,as well as evaluating the overall financial statement presentation. We belive that our audit provides areasonable basis for our opinion.1. We report as follows as required by the companies (Auditor's Report) order 2003 issued

by the Central Government of India, In terms of section 227 (4A) of the companies Act,1956, we enclose in the Annexure A statement on the matters specified in paragraph 4 and 5of the said order..

2. Further to our comments in the Annexure referred to in paragraph 1 above, e report that :

(a) We have obtained all the informations and explanations, which to the best of ourknowledge and belief were necessary for the purposes of audit;

(b) In our opinion, proper books of account as required by law have been kept by theCompany so far as appears from our examination of the books.

(c) The Balance Sheet, Profit And Loss Account and Cash Flow statement dealt with bythis report are in agreements with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Acount and Cash Flow statementdealt with by this report comply with the Accounting standards referred to insubsection (3C) of section 211 of the Companies Act, 1956 except accountingstandard 13 "Accounting for Investment" and accounting standard 22 "Accountingfor Taxes on Income".




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(e) On the basis of written representations received from the Directors, as on 31st March,2011 and taken on record by the Board of Directors, we report that none of theDirectors is disqualified as on 31st March, 2011 from being appointed as a Directorsin terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) In our opinion, and to the best of our information and according to the explanation givento us, the said accounts subject to.

(i) Note No. 11 regarding denage cloused to stock of work in process duringsuspention of production

(ii) Note No. 12 regarding no provision having been made for decline inthe value of investments amounting to Rs. 0.21 lacs for the reason statedtherein.

(iii) Note No. 19 regarding short provision having been made for deferred taxliability up to 31/03/2011 amounting to Rs. 112.20 lacs.

Due to above Non/short-provisions, the profit for the year and reserve and surplus areoverstated by Rs..112.41 lacs and read with other notes there on, give the informationrequired by the Companies Act, 1956 in the manner so required and give an true and fairview in conformity with the accounting Principles generally accepted in India.

(i) In the case of the Balance Sheet, of state of affairs of the comany as at 31st March, 2011;and

(ii) In the case of the Profit and Loss Account, the loss for the year ended on that date.

(iii) In the case of Cash Flow statement of the Cash Flows for the year ended on that date.



(M.No. 9376) FR No. 100817 - W




2 5

(Referred to in paragraph 1 of our report of even date )

(I) The nature of the Company's business / activities during the year have been such that clauses(xiii) and(xiv) of paragraph 4 of the Company's (Auditor's Report) Order, 2003 are not applicableto the Company.

(II) (a) The Company has maintained proper records showing full particulars including quanti-tative details and situation of its fixed assets. However, the same require to be updated.

(b) All the assets have not been physically verified by the management during the year but there isa regular programme of verification, which in our opinion, is reasonable having regard to thesize of the company and the nature of its assets, As explained the discrepancies, if any betweenphysical verification and fixed assets, records will be ascertained after the records are updated.

(c) The company has not disposed of a substantial part of fixed assets during the year.

(III) (a) As explained to us, the inventories were physically verified during the year by the managementat reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedureof physical verification of inventories followed by the management were reasonable and adequatein relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us the company hasmaintained proper records of its inventories and no material discrepancies were noticed onverification between the physicals stocks and book records.

(IV) According to the information and explanations given to us, the company has not grantedany loans, secured or unsecured to from companies firms or other parties covered in theregister maintained under section 301 of the companies Act.1956.

(V) The company has not taken any loans, secured or unsecured from companies firms or otherparties covered in the register maintained under section 301 of the companies Act, 1956.

(VI) In our opinion and according to the imformation and explainations given to us thereare adequate internal control procedures commensurate with the size of the companyand the nature of its business with regard to purchase of inventories, fixed assets and withregard to the sale of goods during the course of our Audit, we have not observed anycontinuing failure to correct major weaknesses in internal controls.

(VII) (a) According to the information and explainations given to us, we are of the opinion that thetransactions that needs to be entered in to the register maintaned under section 301 of thecompanies Act, 1956 have been so entered.

(b) According to the information and explainations given to us and excluding certain transactionsof purchase of goods and material of special nature for which alternate quations are not carailabre,where each of such transactions is in excess of 5 Lakhs in respect of any party. in our opinion, thetransactions have been made at prices which are Prima Facie reasonable having regards to theprevailing market prices at the relevent time.

ANNEXURE TO THE AUDITOR'S REPORT




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(VIII) In our opinion and according to the informations and explaintions given to us the company hasnot accepted deposits from the public.

(IX) In our opinion the company has an internal audit system commensurate with the size and nature ofits business.

(X) We have not able to review the books of account maintained by the company relating to themanufactures of Kraft Paper pursuant to the rules made by the Central Government for themaintanance of cost records under section 209 (1) (d) of the companies act, 1956. We have beeninformed that same are under progress.

(XI) (a) According to the information and explanations given to us, the company has been generallyregular in depositing undisputed statutory dues, including Provident Fund, Investor Educationand Protection Fund, Income Tax, VAT, CST, Wealth Tax, Service Tax, Custom Duty, Cess andother material statutory dues with appropriate authorities during the year. According to the information and explanations given to us no undisputed amounts payable in respect of Income Tax, WealthTax, VAT, CST, Customs Duty and Excsie Duty were outstanding as at 31st March, 2011 for a periodof more than six months from the date they became payable.

(b) According to the informations and explanations given to us, there are no cases of non-depositwith the appropriate authorities of disputed dues of VAT/CST/excise duty/custom duty/Incometax/wealth tax/service tax/cess and any other statutory dues with the appropriate authorities duringthe year.

(c) According to the information and explanations given to us, there are no dues of Sales Tax,Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited onaccount of any disput.

(XII) The company does not have accumulated losses as at the end of the year and the company hasnot incurred cash losses during the current and the immediately preceding financial year.

(XIII) Based on our audit procedure and on the basis of information given by the management, we areof the opinion that the company has not defaulted in the repayment of dues to financialinstitutions.




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(XIV) According to the informations and explanations given to us, the company has not granted loansand advances on the basis of security by way of pledge of shares, debentures and other securities.

(XV) According to the information and explations given to us, the company has not given any guarantee forloan taken by others from banks or financial institutions.

(XVI) On the basis of review of utilisation of funds pertaining to term loans on overall basis and relatedinformation as made available to us, the term loans taken by the company were applied during the yearfor the purpose for which they were obtained.

(XVII) According to the cash flow statement and other records examined by us and the informations andexplanations given to us, on an overall basis, funds raised on short term basis have prima facie notused during the year for long term investment.

(XVIII) According to the information and explanations given to us, the company has made preferential allo-tment of shares to parties and companies covered in the register maintained under section 301 of theAct. in our opinion, the price at which shares have been issued is not prejudicial to the interest of thecompany.

(XIX) During the period covered by our audit report, the company has not issued debentures.

(XX) The company has not raised money by any public issues during the year and hence the question ofdisclosure and verification of end use of such money does not arise.

(XXI) To the best of our knowledge and belief and according to the information and explanations given to us,no fraud on or by the company was noticed or reported during the year.



(M.No. 9376) FR No. 100817 - W




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BALANCE SHEET AS AT 31/03/2011

AS AT 31/03/10 PARTICULARS SCHEDULE AS AT 31/03/11 Rs. Rs.

SOURCES OF FUNDS :-

81728850 Share Capital 1 81728850

111182058 Reserves & Surplus 2 110477469

192910908 192206319

LOAN FUNDS :-

180060510 Secured Loans 3 219732662

13837805 Unsecured Loans 4 53411179

193898315 273143841

2747478 Deferred Tax Liability (Net) 2747478(See Note No.18)

389556701 TOTAL 468097638




2 9

AS AT 31/03/10 PARTICULARS SCHEDULE AS AT 31/03/11 Rs. Rs.

APPLICATION OF FUNDS :-

Fixed Assets 5

297437258 Gross Block 314259001

73377060 Less : Depreciation 87387275

224060198 Net Block 226871726

13492119 Capital Work in Progress 39990893

237552317 266862619

269687 Investments 6 269687

CURRENT ASSETS-LOANS& ADVANCES :-

151063923 Inventories 7 192630521

38085279 Sundry Debtors 8 103033284

11673298 Cash & Bank Balance 9 11743331

35156632 Loans & Advances 10 46603334

235979132 Less :

84244435 Current Liabilities & Provision 11 153721073

151734697 Net Current Assets 200289397

0 Miscellaneous Expenditure :- 12 675935

Notes to the consolidated Financial 21 Statements

389556701 TOTAL 468097638

BALANCE SHEET AS AT 31/03/2011

For and on behalf of the Board

(V. M. PATEL) Chairman & Managing Director

(V. B. VAKHARIA) Director

As per our report of evendateattached herewith

For Babubhai Patel & Co.Chartered Accountants

B.P. PATEL (Proprietor) Membership No. 9376

AhmedabadDate :12th Aug.,2011

PiyajDate : 12th Aug., 2011

354010470

(V. V. PATEL) Executive Director




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FOR THE YEAR PARTICULARS SCHEDULE FOR THE YEAR2009-10 Rs. 2010-11 Rs.

INCOME :- 204187941 Sales 13 345356279

4948671 Other Income 14 14682052 48127395 Increased (Decreased) in Stock 15 40728882

257264007 TOTAL 400767213

EXPENDITURE :-

210685255 Manufacturing Expenses 16 337009429 7054620 Employees Remuneration & Other Benefits 17 8728990 5910779 Administrative Expenses 18 7306457 2763983 Selling & Distribution Expenses 19 2583843 15714228 Interest & Financial Expenses 20 30967586 10251258 Depreciation 05 14010215 123035 Deferred Revenue Exp.Write Off A/c. 0 252503158 TOTAL 400606520

4760849 PROFIT/LOSS BEFORE TAXATION 160693Less :

736000 Provision for Taxation 0

26394 Short Provision for Taxation of earlier year 865282 3998455 PROFIT/LOSS AFTER TAXATION -704589 16935561 Balance brought forward from 20934016

Previous Year

20934016 PROFIT/LOSS AVAILABLEFOR APPROPRIATION 20229427

20934016 Balance carried to Balance sheet 20229427Notes Forming part of accounts 21

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED ON 31/03/2011

For and on behalf of the Board

(V. M. PATEL) Chairman & Managing Director

(V. B. VAKHARIA)Director

As per our report of evendateattached herewith

For Babubhai Patel & Co.Chartered Accountants

B.P. PATELAhmedabadDt.12th Aug.,2011 (Proprietor)

Membership No. 9376

(V. V. PATEL) Executive Director

PiyajDate : 12th Aug., 2011

-0.01Earning Per Share Basic & Diluted(Nominal Value Rs. 1/- Per Share.

0.05




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AS AT 31/3/10 PARTICULARS AS AT 31/3/11 Rs. Rs.

SCHEDULE :1

SHARE CAPITAL :AUTHORISED9,00,00,000 Equity Shares

90000000 of Rs. 1/-each [P.Y.F. 8000000 Equity Shares] 90000000

ISSUED, SUBSCRIBED& PAID UP

81728850 8,17,28,850 Equity Shares each Rs. 1/- fuly paid up. 81728850(P.Y. 8,17,28,850) of the above1) 10,00,000 Shares of Rs. 10/- are allotted as fully paid uppursuance to a contract without payment being received in cash.2) 3,50,26,650 Shares of Rs. 1/- are issued as bonus.

81728850 TOTAL 81728850

SCHEDULE :2

RESERVES & SURPLUS :

27566692 Share Premium Account 9014804297608000 Add : Received on Allotment during the year 0

350266500

90148042 90148042General Reserve

100000 As per last Balance Sheet 100000

20934016 Profit & Loss A/C 20229427

Less : Utilised for bonus shares issued dur-ing the year.

110477469 TOTAL 111182058




3 2

AS AT 31/3/10 PARTICULARS AS AT 31/3/11Rs. Rs.

SCHEDULE : 3

SECURED LOANS

A. Term Loans

118071130 From Bank (Refer note 1 & 3 below ) 123248507PNB Buyers Credit A/c. 1115094B. Working Capital Loans

58982581 From Bank (Refer note 2 & 3 below ) 93248241

(1) Secured by way of : (a) equitable mortgage of immovable properties of the company.(b) Hypothecation of Plant & Machineries

(2) Secured by way of Hypothecation of Raw Materials, Stock In Process, Finished Goods, Receivables and All other Current Assets of the company.(3) Personal guarantee of Chairman & Managing Directors & Other Directors

C. Vehicle Loans

3006799 From Bank 2120820Secured by Hypothecation of Vehicle

180060510 TOTAL 219732662

SCHEDULE : 4

UNSECURED LOANS

8060676 Inter Corporate Deposit 10225000

1350085 From Director (interest free) 416857614427044 From Bank 1500418

13837805 53411179




3 3PDF created with pdfFactory trial version www.pdffactory.com



3 4


SCHEDULE : 6

INVESTMENT LONG TERM. {AT COST}

In Shares(QUOTED) (fully paid up)

1500 Equity Shares Of I.D.B.I Ltd.195000 of Rs. 10 Each 195000

2100 Equity Shares of Neeraj Paper21000 Marketing Ltd. of Rs. 10 Each 21000

53687 4 - Gold Coins ( 10 grms. each) 53687

QUOTED :

At cost price 216000

At market price 257580 (I.D.B.I.)

269687 269687




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SCHEDULE : 7

INVENTORIES

(As taken, valued and certified by the Management)

68542972 Raw Materials 67619106

4917103 Fuel 7872099

15678633 Finished Goods 15372577

55650057 Stock in Process 96684994

6275158 Stores & Spares & Packing Material 5081745

151063923 TOTAL 192630521

SCHEDULE : 8

SUNDRY DEBTORS

(Unsecured, Considered Good) (See Note No.13) 9987372 Due over six months 25625701

28097907 Others 77407583

38085279 TOTAL 103033284




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CASH & BANK BALANCES

4869386 Cash Balance 4585806

BALANCES WITH SCHEDULE BANKS

36986 In Current Account 93394

6766926 In Fixed Deposit Account 7064131

11673298 TOTAL 11743331

AS AT 31/3/10 AS AT 31/3/11 Rs PARTICULARS Rs.

SCHEDULE : 9




3 7


SCHEDULE :10

LOANS & ADVANCES(Unsecured Considered good,unless otherwise stated)

10523856 Advances Recoverable in cash or in kind 27667697or for value to be received

16734300 Deposits With Government Department 15187265

5211745 Other Deposits 1373887

35200 Advance to Staff 45000

2651531 Advance Income Tax / T.D.S. 2329485

35156632 TOTAL 46603334

SCHEDULE :11

CURRENT LIABILITIES & PROVISION(A) Current Liabilities

79339359 (I) Sundry Creditors ( See Note No.14) 148167877

2919176 (II) Other Liabilities 3567296

1985900 (B) Provisions for Taxation 1985900

84244435 TOTAL 153721073 SCHEDULE :12

MISCELLANEOUS EXPENDITURE :-

0 Pre-Operative Exp. 675935

0 675935




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FOR THE YEAR PARTICULARS FOR THE YEAR2009-10 (Rs.) 2010-11 (Rs.)

SCHEDULE : 13

SALES(Inclusive of Excise Duty Rs. 21287416/-PYF Rs. 9357668/-)

184008382 Kraft Paper 19549955320179559 Laminate Sheet 149856726

204187941 TOTAL 345356279

SCHEDULE : 14

OTHER INCOME

3971274 Iron Scrap Sales 13345948

2000 Dividend 240042411 Excess Provision Writeen Back 0

821199 Interest (Gross) 900719(TDS Rs. /- P.Y.F. RS. 113284/-)

0 Freight on Sales 278835

87827 Late Payment Charges (Gross) 106368(TDS RS. 0/- P.Y.F. RS. 0/-)

23960 Miscellaneous Income 47782

4948671 14682052

TOTAL




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SCHEDULE :15

INCREASED / DECREASED IN STOCK

Stock As At 31-03-201115678633 Closing Stock of Finish Goods 15372577

55650057 Work in Progress 96684994

Less:

Stock As AT 01-04-20102260366 Opening Stock of Finished Goods 15678632

20940929 Work in Progress 55650057

23201295 71328689

48127395 INCREASED/ DECREASED IN STOCK 40728882

11205757171328690




4 0


SCHEDULE :16

MANUFACTURING EXPENSES

RAW MATERIAL CONSUMED

34579530 Stock As At 01-04-2010 68542972

181963008 Add : Purchases during the year (Including Foreion 251982145Exchange Fluctuation Loss of Rs. 1,88,718, P.F.Y. gain

Rs. 14,93,600/-)

216542538 320525117

68542972 Less: Stock As At 31-03-2011 67619106

2987426 Realisation of non use materials 3570481

145012140 249335530

6751927 Consumption of Stores,Spares and 8609325Packing Materials

45132159 Power & Fuel 50113568

10567499 Excise Duty 21289963

783138 Other Expenses 3302552

114959 Repairs to Building 0

2323433 Repairs to Machinery 4358491

210685255 TOTAL 337009429




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SCHEDULE :17

EMPLOYEES REMUNERATION& OTHER BENEFITS

6386101 Salaries, Wages, Bonus and Gratuity etc. 7851119

558123 Contribution to Provident and Other Funds 668665

110396 Employees Welfare Expenses 209206

7054620 TOTAL 8728990

SCHEDULE :18

ADMINISTRATIVE EXPENSES

540426 Vechicle Expenses 1042785

32250 Rates & Taxes 41776

226819 Insurance 382443

582188 Stationery, Printing, Postage 616994

447051 Travelling and Conveyance 594123

2116669 Legal and Professioal Charges 1331301

135150 Audit & Tax Audit Fees 176480

1721251 Miscellaeous Expenses 2723413

108975 Advertisement Expenses 397142

5910779 TOTAL 7306457




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SCHEDULE :19

SELLING & DISTRIBUTION EXPENSES

1034172 Commission, Special Discount & Cash Discount 1638392

207907 Transportation Charges 3338241521904 Marketing Exp. (Including Samples) 611627

2763983 TOTAL 2583843

SCHEDULE :20

INTEREST & FINANCIAL CHARGES

INTEREST

9007865 On Fixed Loan 15209246

4943993 On Others 13544172

13951858 28753418

1762370 OTHER FINANCIAL CHARGES 2214168

15714228 TOTAL 30967586




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SCHEDULE : 21

Notes Forming Part of Accounts.1. Significant Accounting Policies

A. SYSTEM ACCOUNTING :

(i) Financial Statement are based on historical cost.

(ii) The Company Generally follows the mercentile System of Accounting and recognisesIncome & Expenditure on the Accrual Basis Except those with SignificantUncertainties.

B. SALES :

Sales Includes Excise Duty and Excludes VAT & CST and is Net of Sales Returns.

C. FIXED ASSETS :

Fixed Assets are stated at Cost net of Modvat All Cost including Financing Costs tillCommencement of Commerc ia l Production are capita l i sed.

D. DEPRECIATION :

Depreciation is Provied as per Straight Line Method Basis as per Rate Specified Under Schedule :XIV of the Compaines Act, 1956. Depreciation on Addition is Provided Propotionately fromthe Month of Addition.

E. BORROWING COST:

Borrowing Cost of the funds borrowed for the qualifying asset is capitalised till the date ofcommencement of commercial Production other borrowing cost is charged to revenue.

F. INVENTORIES :

Raw Materials At Cost - determined on FIFO BasisPacking Materials At Cost - determined on FIFO BasisFuel, Stores & Spares At Cost - determined on FIFO BasisFinished Goods At Cost or Market Value which ever is lowerWork in Process At CostWastage At Realisable Value

G. VALUATION OF INVESTMENTS :

Long term investments are valued at cost of acquisition.




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H. FOREIGN CURRENCY TRANSACTIONS :

Transactions in foreign currency are recorded at the exchange rate prevailing on the date of thetransaction. Current Assets and Current Liabilities are translated at the year end exchange rate andthe Profit or Loss determined is recognized in the Profit and Loss Account.

I. PRIOR PERIOD ITEMS

Income and Expenditure pertaining to prior period. Where ever material affecting theoperating results disclosed seperately.

J. RETIREMENT AND OTHER EMPLOYEE BENEFITS :

Repayment for present liability of future payment of Gratuity is being made to approved gratuitywhich fully over the same under group gratuity policy or cash accumulation policy with LifeInsurance Corporation Of India.The gratuity trusts are covered with Life Insurance Corporation Of India (LIC) and premiums are paidon advise from LIC, which determines the same on the basis of actuarial valuation. Provision for leaveencashment is made as at the year end as per the financial figures and other details provided andcertified by the management.

K. TAXES ON INCOME :

Provision for current tax is made in accordance with the provisions of the Income Tax Act, 1961.Deferred tax on account of timing differance between taxable and accounting in come isprovided considering the tax rates and the tax laws enacted or substantively enacted by the BalanceSheet date in accordance with Accounting Standard - 22 of the Institute of CharateredAccountants of India.

L. IMPAIRMENT OF ASSETS :

The Company evaluates the impairment losses on the fixed assets whenever events of changes incircumstances indicate that their carrying amounts may not be recoverable. If such assets areconsidered to be impaired the impairment loss is then recognized for the amount by which thecarrying amount of the assets exceeds the recoverable amount, which is the higher of an asset's netselling price and value in use. For the purpose of assessing impairment, assets are grouped at thesmallest levels for which there are seperately identifiable cash flow.

M. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS :

Provisions involving substantial degree of estimation in measurement are recognized when there isa present obligation as a result of past events and it is probable that there will be an outflow ofresources. Contingent Liabilities are not recognized but are disclosed in the notes. ContingentAssets are neither recognized nor disclosed in the financial statements.




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2. Previous year's figures have been Regrouped/Recast whenever necessary.

3. The Debit and Credit Balance in the Account of suppliers, Debtors, Loans & Advances are subjectto confirmation.

4. In the Opinion of the Board and to the best of their knowledge and Belief the Value Realization ofCurrent Assets, Loans and Advances in the Ordinary Course of Business would not be less than theamount at which they stated in the Balance Sheet.

5. PAYMENT TO AUDITORS :

Current Year Previous YearAudit Fees Rs. 132360 Rs. 110300Tax Audit Fees Rs. 44120 Rs. 33090Certification Work Rs. 39708 Rs. 66180For Income Tax Rs. 39708 Rs. 78313Reimbursement of Expenses & others Rs. 31269 Rs. 20957

(Including Service Tax)

6. Managerial Remuneration under Section 198 of the companies Act, 1956 (Minimum remuneration)

Current Year Previous Year

a. Salary Rs. 1560000 Rs. 1560000b. Contribution to Provident and Other Fund Rs. 187200 Rs. 187200c. Perquisites in cash or in kind --- ---

____________ ___________

Rs.1747200 Rs. 1747200

7. Computation of net profit in Accordance with Section 349 of the Companies Act, 1956 has not beengiven as commission by way of percentage of profit is not payable for the year to managing directors.

8. Inter unit transfer of Rs. 3,24,18,266/- (Previous Year Rs. 1,79,71,360) of independently marketableproducts for further processing are being includes in respective heads of accounts at market value to reflectthe true working of the respective unit. Any unrealized profit on stock is being eliminated while valuingthe inventories.




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9. Estimated amount (net of advances Rs.168.47 lacs) (P.Y. Rs. 51.35 lacs) of contract remaining to beexecuted on Capital Account and not provided for Rs. 366.81 lacks ( P.Y. Rs. 436.00 lacs)

10. Contingent Liabilities not provided for in respect of As on 31-3-2011 As on 31-3-2010

Letter or Credit opened by Bank Rs. 43956724 44658637

11. Company's operation in respect of manufacturing of Kraft Paper & Laminate Sheets was suspendedfor the period from 20.05.2011 to 25.07.2011. As such their is significent loss of work in process lying atthe close of operation are fully demage. Amount of such damages could not be acertin.

12. No provision for the decline in the value of investment in respect of Neeraj Paper Marketing Limitedamounting to Rs. 0.21 lacs has been considered necessary by the management, the same having beenmade on Long Term basis and decline being considered as the temporary one.

13. Sundry debtors includes Rs. 19.73.00 Lacs (P.Y.F. Rs. 19.73 Lacs) on whom legal suits / notice havebeen served till date by the Company for the recovery of the outstandings. In the opinion of themangement the said outstandings are fully recoverable and provision against the same is not considerednecessary.

14. Under the Micro, Small and Medium enterprise development Act, 2006 cretin disclosures are requiredto be made relating to Micro, Small and Medium enterprises. The company is in the process of compilingrelevant information from its suppliers about their coverage under the Act. Since the relevant informationis not presently available on disclosures have been made in the account.

15. Preoperative Expenditure pending allocation to Expansion of Decorative Laminate Sheet Plant & PaperPlant under implementation till the date of balance sheet are as under:

PREOPERATIVE EXPENDITURE AS AT 31-03-11 AS AT 31-03-10

Travelling Exp. 112422 0 Electric Exp. 322537 0 Loading & Unloading Exp. 117437 0 Sitter Rewinding Exp. 1000 0 Bank Charges & Comm. 4055 0 Foreign Travelling Exp. 118484 0 Total 675935 0

16. No provision of gratuity has been made for Laminate unit. As inform none of the employee has comp-leted qualifying period of entitlement for benefit under the payment of Gratuity Act 1972. However inrespect of Paper unit group gratuity policy with Life Insurance Corporation of India which is fullycovered.

17. Certain Balance of Debtors, Creditors, Loans & Advances for capital Expenditures are nonmoving sincelast 3 years. However in view of management, the same is recoverable/ payable. Hence no provision for

the same is made in the books of accounts.




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18. Earning per Share ["EPS"] Computed in accordance with accounting standard issued by TheInstitues of Charted Accountants of India.

Particulars 2010-11 2009-2010 Net Proft as per Profit & Loss A/c. -7.05 39.98 (Rs. in Lacs) Weighted average Number of 8,17,28,850 8,17,28,850 Equity Shares (of Rs. 1/-) Basic and diluted Earning Per Share (Rupees ) -0.01

19. No provision has been made in respect of Deferred Tax Liabilities for the year amounting toRs.2.42 lacs. The details are as under:

(Rs. in lacs) (Rs. in lacs)Particulars As on 31-03-2011 As on 31-03-2010

a. Deferred Tax Liability :(i) Depreciation between Book & Tax 267.75 251.70

b. Deferred Tax Assets :(i) Disallowance Under Income Tax 1.06 0.65(ii) Unabsorbed Depreciaton and Carried 127.02 113.80

Forward loss under Income Tax ActTotal 128.08 114.45

Net Defrred tax Liability 139.67 137.25

As against the company has provided up to 31-03-2011 Rs.27.47 lacs.Arears of provision of Deferred Tax liability Rs. 112.20 lakhs.

20. Related Parties disclosures.1. Relationship.

Key Management PersonsV. M. PatelV. V. PatelA.V. Patel

2. Companies where Directors are Interested

[I] Mars Imports Pvt. Ltd.

3. Transaction carried out with related parties referred in 1 above, in ordinary course of business(Rs. in Lacs)

[I] Volume of Transactions.Key ManagementPersonnel Company2010 - 11 2009 - 10

A) Man

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