To The Members
Your Directors have pleasure in presenting their Twenty Seventh "AnnualReport" on the business and operations of the Company together with the AuditedFinancial Statements for the financial year ending 31st March 2015. The Company'sfinancial performance for the financial year ended 31st March 2015 is described below:
During the year ended 31st March 2015 under review performance of company DuropackLimited as under:- (Rupees in Lacs)
(Rs. in Lacs)
|PARTICULARS ||YEAR ENDED 31st MARCH 2015 ||YEAR ENDED 31st MARCH 2014 |
|Turnover ||1186.80 ||1098.65 |
|Profit/(Loss) before taxation ||64.73 ||65.62 |
|Less: Tax Expenses ||8.06 ||14.82 |
|Profit/Loss After Tax ||56.67 ||50.80 |
|Add: Balance B/F from Previous year ||70.13 ||19.33 |
|Balance Profit/(Loss) C/F to the next year ||126.80 ||70.13 |
Revenue for financial Year for the Period from 1st April 2014 to 31st March 2015stood at INR 1186.80 Lacs increased by 8.02 % as compared to previous financial year andProfit before tax stood at INR 64.73 lacs decreased by 1.36% as compared to previousfinancial year. The depreciation for the financial year increased from Rs. 31.63 lakhs toRs. 45.41 lakhs thereby reducing profit before tax for the year to the extent of Rs.13.78 lakhs due to change in calculation of depreciation method of calculation as per CA2013.
BUSINESS OPERATIONS AND THE STATE OF COMPANY AFFAIRS
The Company is presently manufactures and exports Flexible Packaging Laminated andPouches etc. with state of art machinery and latest technology.The Company is slowly andsteadily increasing its turnover without taking undue risks and aggressive marketingbecause of volatility in the packaging industry.
Your Company has recorded a profit after tax Rs. 56.67 lacs and in order to conservethe profits of the Company the Board of Directors do not recommend any dividend for thefinancial year ended 31st March 2015.
The Board of Directors of the Company does not recommend any amount to be carried tothe Reserves.
EXTRACT OF ANNUAL RETURN
Pursuant to the provision of section 134(3)(a) and section 92 read with Rule 12 of theCompanies (Management and Administration) Rules 2014 the extract of Annual Return inForm MGT-9 for the Financial Year 2014-2015 has been annexed herewith as Annexure 1.
NUMBER & DATE OF BOARD AND COMMITTEE MEETINGS HELD
The Board of Directors duly conducted Six Board Meetings during the financial year from1st April 2014 to 31st March 2015. The details of the Board Meetings and CommitteeMeetings held in the financial year have been annexed herewith as Annexure-2.
PARTICULARS OF LOAN. GUARANTEES AND INVESTMENTS UNDER SECTION186
The Company has provided following loans and guarantees and made following investmentspursuant to Section 186(9) of the Companies Act 2013 and the details of the Investmentmade in Financial Year 2014-2015 have been annexed herewith as Annexure-3.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Details of Director appointed and re-appointed by the Board and same is approved atAnnual General Meeting of the Company held on
Mr. Vivek Jain was re-appointed as Managing Director of the Company effective from1st April 2014 and the confirmation from Shareholders was obtained at 26th Annual GeneralMeeting held on 26th September 2014.
Mr. Vineet Jain was re-appointed as Whole-time Director of the Company to bedesignated as Chief Financial Officer and the confirmation from Shareholders was obtainedeffective from 1st April 2014 at 26th Annual General Meeting on 26th September 2014.
Ms. Atula Jain was appointed as Women Director at the Twenty Sixth Annual GeneralMeeting of Members held on 26th September 2014.
Mr. Vikram Vijh Mr. Sharad Aggarwal and Mr. Krishan Kumar Gupta directors of theCompany are being appointed as independent directors for five consecutive years from thedate of the ensuing Annual General Meeting as per provisions of Section 149 150 & 152and if any other applicable provisions of the Companies Act 2013 and rules andregulations made there under.
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Vineet Jain Whole Time Directors of the Company retire by rotation at theensuing Annual General Meeting and being eligible have offered themselves forreappointment. Your Directors recommend their re-appointment at the ensuing Annual GeneralMeeting.
CONSERVATION OF ENERGY. TECHNOLOGY. ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company strives and works consistently to deploy new systems and equipments forconservation of energy. The Company always tries for development of better material atoptimum cost.
A. Conservation of Energy
|S.NO ||PARTICULAR'S ||ACTION |
|1 ||steps taken or impact on conservation of energy; ||Conversion of DC Drives to Energy efficient AC Drives |
|2 ||steps taken by the company for utilizing alternate sources of energy' ||Action Plan to put up 100 KW Roof Top Solar Energy Plant ready |
|3 ||Capital investments on energy conservation equipments ||NIL |
B. Technology Absorption
|S.NO ||PARTICULAR'S ||ACTION |
|1. ||Effort made for technology absorption ||None for the year |
|2. ||Benefits derived ||None for the year |
|3. ||Expenditure on Research & Development ||NIL |
|4. ||Details of technology imported if any ||NIL |
|5 ||Year of import ||N.A. |
|6 ||Whether imported technology fully absorbed ||N.A. |
|7 ||Areas where absorption of imported technology has not taken place if any ||N.A |
C. Foreign Exchange Earnings/ Outgo;
|S.NO ||PARTICULAR'S ||ACTION |
|1 ||Earnings ||NIL |
|2 ||Outgo ||NIL |
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes affecting the financial position of the Companyoccurring after date of Financial Statements till the date of the Board's Report.
DECLARATION BY INDEPENDENT DIRECTOR(s)
The Company has received necessary declarations from Mr. Krishn Kumar Gupta Mr. SharadAggarwal and Mr. Vikram Vijh Independent Directors of the Company under section 149(7)of the Companies Act 2013 that they meet the criteria of Independence laid down insection 149(6) of the Companies Act 2013.
The Company has adopted the systems and procedures to ensure sustainable businessgrowth with stability and to promote a pro-active approach in reporting evaluating andresolving risks associated with the Company's business.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference tofinancial statements and the Board has adopted the policies and procedures for ensuringthe orderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of fraud anderrors the accuracy and completeness of the accounting records.
STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THEBOARD OF ITS OWN PEFORMANCE. ITS DIRECTOR. AND THAT OF ITS COMMITTEES
Pursuant to Section 134 (3) (p) of Companies Act 2013 a statement indicating theformal annual evaluation has made by the Board of Directors on its own performance itsCommittee and individual directors. Schedule IV of the Companies Act 2013 states that theperformance evaluation of Independent directors shall be done by the entire Board ofdirectors excluding the director being evaluated.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT. 2013
No cases of sexual harassment and discriminatory employment were reported during thefinancial year ended 31st March 2015
PARTICULARS OF EMPLOYEES
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt ofremuneration in excess of Rs.60 lacs per year to be disclosed in the Report of Board ofDirectors are not applicable to the Company as none of the employees was in receipt ofremuneration in excess of Rs.60 lacs during the financial year 2014-15
The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 is given in the Statement annexed herewith as Annexure -4.
The Company has duly followed the provisions of Clause 49 of the Listing Agreement till15th September 2014. However in pursuance of SEBI Circular No. CIR/CFD/POLICY CELL/7/2014dated 15th September 2014 the Company is not required to follow the provisions of Clause49 of the Listing Agreement. Consequently the requirement of preparation of CorporateGovernance Report is not applicable to the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Director's Responsibility Statement as required under Section 134(5) of the CompaniesAct 2013 your directors state that:
a) in the preparation of the Annual Accounts the applicable accounting standard hadbeen followed along with proper explanation relating to material departures if any;
b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at 31st March 2015 and of the Profit andLoss of the company for the year ending on that date.
c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 and Rulesand Regulations made thereunder for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.
d) the Directors had prepared the Annual Account for the financial year ended March 312015 on a going concern basis.
e) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
f) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
The Auditors M/s P V S P & Co. Chartered Accountants New Delhi retire at theensuing Annual General Meeting and being eligible have offered themselves forre-appointment. They have confirmed their eligibility to the effect that theirreappointment if made would be within the prescribed limit under the Act and that theyare not disqualified for reappointment.
M/s P V S P & Co. Chartered Accountants Delhi (Firm Registration No. 008940N)were re-appointed as auditor of the Company to hold office till the conclusion of the AGMto be held for the Financial Year 2016-17 be reccommended for ratification from theconclusion of this Annual General Meeting till conclusion of Annual General Meeting forthe financial year 2015-16
In terms of Section 204 of the Act and Rules made thereunder M/s. DR AssociatesCompany Secretaries were appointed as Secretarial Auditors for the financial year 2014-15.The Secretarial Audit Report for the financial year ended on March 312015 is annexedherewith marked as Annexure 5 to this Report. There are no qualifications or adverseremark in their Report.
The Board has also appointed M/s. DR Associates Company Secretaries as SecretarialAuditors to conduct Secretarial Audit for the financial year 2015-16.
EXPLANATION TO AUDITOR'S REMARKS
The Observation made in the Auditors Report are self-explanatory and therefore do notcall for any further comments. The Auditor's Report does not contain any qualificationreservation or adverse remark.
The Industrial Relations continue to be very cordial. Your Directors wish to place onrecord their appreciation for declaration and hard work put in by the employees at theirlevels.
The Audit Committee comprises three Independent Directors as on 31st March 2015. TheComposition of the Audit Committee is mentioned hereunder:
|S.No. ||Name of the Director ||Category ||Designation |
|1. ||Vikram Vijh ||Independent Director ||Chairman |
|2. ||Sharad Aggarwal ||Independent Director ||Member |
|3. ||Krishan Kumar Gupta ||Independent Director ||Member |
|4. ||Vivek Jain ||Managing Director ||Member |
The detail of the meetings and the attendance of the members are given in Annexure 2and all the recommendations made by the Audit Committee were accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises three Independent Directors. Thecomposition of the Nomination and Remuneration Committee is as follows: .
|S.No. ||Name of the Director ||Category ||Designation |
|1. ||Sharad Aggarwal ||Independent Director ||Member |
|2. ||Krishan Kumar Gupta ||Independent Director ||Member |
|3. ||Vikram Vijh ||Independent Director ||Member |
The policy formulated by the Nomination and Remuneration Committee is annexed herewithin Annexure 6
DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM
The Company promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal or unethical behavior. The Company has a vigilmechanism and Whistle blower policy under which the employees are free to reportviolations of applicable laws and regulations and Company's Code of Conduct. The VigilMechanism and Whistle Blower Policy may be accessed on the Company website at the link www.duropackindia.com.
Your Directors state that no disclosure or reporting is required in the respect of thefollowing items as there were no transaction on these items during the year under review:
1. Details regarding Change in nature of business if any
2. Details regarding change in share capital if any
3. Disclosure regarding Issue of Equity Shares with Differential Rights
4. Disclosure regarding issue of Employee Stock Options
5. Disclosure regarding issue of Sweat Equity Shares.
6. Particulars of Contracts or Arrangement with Related Parties.
7. Details of Significant & Material orders passed by the Regulators or courts ortribunal.
8. Voluntary Revision of Financial Statements or Board's Report.
9. Details related to Deposits covered under Chapter V of the Act.
10. Receipt of any commission by MD /WTD /from a company or for receipt of commission/remuneration from it holding or subsidiary
11. Corporate Social Responsibility (CSR) Policy
12. Details in respect fraud reported by Auditors as there was no such instance.
13. Company does not have any Subsidiary Holding or associate Company
Your Directors wish to place on record their appreciation for the overwhelmingco-operation and assistance received from Shareholders Banks Business Associates andCustomers. Your directors are grateful for the support extended by them.
| || ||For and on behalf of Board FOR DUROPACK LIMITED |
| ||Sd/- ||Sd/- |
| ||Vivek Jain ||Vineet Jain |
|Place: New Delhi ||(Managing Director) ||(Whole time Director & CFO) |
|Date: 14th August 2015 ||DIN: 01753065 ||DIN: 01823758 |