3123 Sector-D Pocket-III
Vasant Kunj New Delhi-110070
Your Directors have pleasure in presenting their Twenty Ninth "Annual Report"on the business and operations of the Company together with the Audited FinancialStatements for the financial year ending 31st March 2017. The Company's financialperformance for the financial year ended 31st March 2017 is described as below:
1. FINANCIAL RESULTS
The financial performance of the Company for the year ended 31st March 2017 issummarized as under:
|PARTICULARS ||Financial Year 2016-17 ||Financial Year 2015-16 |
| ||(Amount in ') ||(Amount in ') |
|Turnover & Other Income ||121435559 ||106716117 |
|Profit/(Loss) before taxation ||7339412 ||6428727 |
|Less: Tax Expenses ||1870009 ||1216083 |
|Profit/Loss After Tax ||5469403 ||5212643 |
|Add: Balance B/F from Previous year ||8279579 ||3066936 |
|Balance Profit/(Loss) C/F to the next year ||13748982 ||8279579 |
2. BUSINESS OPERATION AND STATE OF COMPANY'S AFFAIRS
The Company is presently manufactures and exports Flexible Packaging Laminated andPouches etc. with state of art machinery and latest technology. During the year underreview the Company has earned a profit of Rs. 5469403/- for the year ended 31st March2017 as compared to Rs. 5212643/- in the previous financial year and the Company isslowly and steadily increasing its turnover without taking undue risks and aggressivemarketing because of volatility in the packaging industry.
With a view of augmenting the financial resources for generating stable growth theBoard of Directors of the company has decided to carry forward entire profit and hencethey did not propose any dividend for the financial year on equity shares.
The Board of Directors of the Company does not recommend any amount to be carried tothe Reserves.
5. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in the formatof MGT-9 marked as Annexure-1 and forms part to this Report.
6. NUMBER & DATE OF BOARD AND COMMITTEE MEETINGS HELD
The Board of Directors duly conducted four Board Meetings during the financial yearfrom 1st April 2016 to 31st March 2017. The details of the Board Meetings and CommitteeMeetings held in the financial year have been annexed herewith as Annexure-2.
7. PARTICULARS OF LOAN GUARANTEES INVESTMENTS AND ACQUISITION UNDER SECTION 186
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are mentioned in the Financial Statements.
A) Changes in Directors and Key Managerial Personnel
There is no changes in composition of Directors or Key Managerial Personnel during thefinancial year 2016-2017.
Mr. Vivek Jain Managing Director shall be retire by rotation and being eligibleoffers himself for re-appointment.
B) Declaration by an Independent Director(s) and re- appointment if any
The Company has received necessary declarations from Mr. Krishan Kumar Gupta Mr.Sharad Aggarwal and Mr. Vikram Vijh Independent Directors of the Company under section149(7) of the Companies Act 2013 that they meet the criteria of Independence laid down insection 149(6) of the Companies Act 2013.
C) Formal Annual Evaluation
Pursuant to Section 134 (3) (p) of Companies Act 2013 the Board has conducted theformal annual evaluation of its own performance its Committee and individual directors.Under Schedule IV of the Companies Act 2013 the Independent Directors has conducted theperformance evaluation of Non-Independent Directors and the Board as a whole and alsoreviewed the performance of the Chairman.
9. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished as below:
A. Conservation of Energy
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.
|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 equipment's ||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 ||US $ 5581.00 |
10. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
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.
11. RISK MANAGEMENT
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.
12. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TOTHE FINANCIAL 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.
13. 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 2017.
14. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 requiring the names of top ten employees in terms ofremuneration drawn and the name of every employee who if employed throughout thefinancial year was in receipt of remuneration for that year which in the aggregate wasnot less than one crore and Twenty lakh rupees.
The details about the top ten employees are marked as Annexure-3.
15. CORPORATE GOVERNANCE
Under Regulation 15 of Securities & Exchange Board of India (Listing Obligationsand Disclosure Requirements) 2015 the Company is not required to comply Regulations 17till 27 and Clause (b) to (i) of Regulation 46(2) and therefore the requirement toprepare Corporate Governance Report is not applicable.
16. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(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 the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
17. STATUTORY AUDITOR APPOINTMENT OF AUDITORS
As per the provisions of Section 139(2) of the Companies Act 2013 M/s PVSP & Co.Chartered Accountants having Firm Registration No. 008940N has tendered letter to theirunwillingness to re-appoint in the upcoming Annual General Meeting M/s R N K Bhatia &Associates LLP Chartered Accountants who have given their eligibility certificates u/s141 of the Companies Act 2013 is proposed to be appointed as Auditors of the Company fora period of five years to hold office from the conclusion of 29th Annual General Meetingup to the conclusion of the 34th Annual General Meeting to be held for the Financial Year2021-22.
18. SECRETARIAL AUDIT REPORT
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 2016-17.The Secretarial Audit Report for the financial year ended on March 31 2017 is annexedherewith marked as Annexure-4 to this Report.
Regarding qualification in the Secretarial Audit Report pertaining to Appointment ofCompany Secretary the Company is making its whole hearted efforts to appoint the CompanySecretary however no suitable candidate was found till date.
The Board has also appointed M/s. DR Associates Company Secretaries as SecretarialAuditors to conduct Secretarial Audit for the financial year 2017-18.
19. 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.
20. INDUSTRIAL RELATIONS
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.
21. AUDIT COMMITTEE
The Audit Committee comprises three Independent Directors as on 31st March 2017. 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.
22. 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 5. The detail of the meetings and the attendance of the members aregiven in Annexure 2.
23. STAKEHOLDERS GRIEVANCE COMMITTEE
The Stakeholders Grievance Committee comprises a chairperson who is a non-executivedirector and such other member as decided by the Board. The composition of theStakeholders Grievance Committee is as follows:
|S.No. Name of the Director ||Category ||Designation |
|1. Vivek Jain ||Managing Director ||Member |
|2. Vikram Vijh ||Independent Director ||Member |
|3. Vineet Jain ||Chief Financial Officer ||Member |
|4. Krishan Kumar Gupta ||Independent Director ||Chairman |
The detail of the meetings and the attendance of the members are given in Annexure2.
24. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
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 linkwww.duropackindia.com
25. MANAGERIAL REMUNERATION
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 6.
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.
| || ||By order of the Board of Directors |
| || ||For Duropack Limited |
|Place: New Delhi || || |
|Date:14th August 2017 || || |
| ||Sd/- ||Sd/- |
| ||Vivek Jain ||Vineet Jain |
| ||(Managing Director) ||(Whole time Director & CFO) |
| ||DIN: 01753065 ||DIN: 01823758 |
| ||Address: 3123 Sector-D ||Address: 3194 Sector - D |
| ||Pocket-III Vasant Kunj ||Pocket - 3 Vasant Kunj |
| ||New Delhi-110070 ||New Delhi-110070 |