The Members Duropack Ltd.
Your Directors have pleasure in presenting their Thirty First "Annual Report"on the business and operations of the Company together with the Audited FinancialStatements for the financial year ending 31st March 2019. The Company'sfinancial performance for the financial year ended 31st March 2019 isdescribed as below:
1. FINANCIAL RESULTS
The financial performance of the Company for the year ended 31st March 2019 issummarized as under:
|PARTICULARS ||For the Financial Year ended on 31.03.2019 ||For the Financial Year ended on 31.03.2018 |
| ||(Amount in Rs.) ||(Amount in Rs.) |
|Turnover & Other Income ||174034025 ||144597922 |
|Profit/(Loss) before taxation ||10797301 ||9596005 |
|Less: Tax Expenses ||2503264 ||3094707 |
|Profit/Loss After Tax ||8294037 ||6501229 |
|Add: Balance B/F from Previous year ||20245387 ||13586039 |
|Add: Prior Period Tax Adjustment ||- ||158049 |
|Balance Profit/(Loss) C/F to the next year ||28539424 ||20245387 |
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 after tax of Rs. 8294037for the year ended 31stMarch 2019 as compared to Rs. 6501229/- in the previous financial year and the Board ismaking all it efforts to further increase its turnover without taking undue risks andaggressive marketing 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.
4. TRANSFER TO RESERVES
During the year under review the Company has not transferred any amount to GeneralReserve.
5. EXTRACT OF ANNUAL RETURN
The extract of annual return in Form MGT-9 as required under Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 forms an integral part of this Report and is annexed as
6. NUMBER & DATE OF BOARD AND COMMITTEE MEETINGS HELD
The details of meeting of Board of Directors and various committees of Board ofDirectors are attached herewith as Annexure-2.
7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:
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.
8. DIRECTORS & KEY MANAGERIAL PERSONNAL
Your Company have an appropriate mix of executive non-executive and IndependentDirectors to maintain its independence and separate its functions of governance andmanagement. As on 31st March 2019 our Board comprised of 6 members consisting ofExecutive Director Non-Independent Director 3 Independent Directors and none of thedirectors are disqualified under Section 164 of the Companies Act 2013.
A) Changes in Directors and Key Managerial Personnel
During the period under review Mr. Pulkit Khadria was appointed as Secretary of theCompany.
Mr. Vivek Jain Managing Director of the Company whose tenure expired on 31st March2019 was reappointed as Managing Director of the Company for a further terms of 5 years inthe Board Meeting held on 30th March 2019.
Mr. Vineet Jain Whole time Director of the Company whose tenure also expired on 31stMarch 2019 was also reappointed as Whole time Director of the Company for a further termsof 5 years in the Board Meeting held on 30th March 2019.
Ms. Atula Jain will retire at the ensuing Annual General Meeting and being eligibleoffer herself for re-appointment. The Board of Directors recommends their appointment.
B) Declaration by an Independent Director(s) and re- appointment if any
The Company has received the Declarations from all the Independent Directors confirmingthat they meet the criteria of Independence as prescribed under the provisions of Section149 of the Companies Act 2013 read with the schedules and Rules issued thereunder as wellas Regulations 16 of SEBI (Listing Obligation & Disclosure Requirements) Regulation2015 (including any statutory modification(s) or re enactment(s) thereof for the timebeing in force).
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. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The Company is not required to transfer any amount of unpaid/unclaimed dividend or anyother amount was transferred to the Investor Education and Protection Fund during the yearunder review.
10. 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.
|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 200 KW Roof Top Solar Energy Plant in process of placing order |
|3 ||Capital investments on energy conservation equipment's ||1. Automatic Servo Voltage Stabilizer for Complete power requirements has been installed |
| || ||2. Screw type Air Compressor for full air requirement alongwith relaying of pipe lines has been installed |
| || ||3. New DG Set with UPS for 320 KVA planned |
|. || || |
B. Technology Absorption
|S.NO ||PARTICULAR'S ||ACTION |
|1. ||Effort made for technology absorption ||New Solventless lamination Machine installed in February 2019 |
|2. ||Benefits derived ||Expected Rs 1.5 lakhs per month in saving |
|3. ||Expenditure on Research & Development ||NIL |
|4. ||Details of technology imported if any ||New Standup Zipper pouch making machine imported |
|5 ||Year of import ||2018 |
|6 ||Whether imported technology fully absorbed ||YES |
|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 ||USD 38680 |
11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATE AND THE DATE OF THE REPORT:
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.
12. 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.
13. INTERNAL FINANCIAL CONTROL SYSTEMS:
The process of Internal Financial Control over financial reporting is designed toprovide reasonable assurance regarding reliability of financial reporting and preparationof financial statements for various external purposes. As per extant guidelines forvarious financial reporting the Company requires having adequate internal financialcontrols over financial reporting to assure reliability of financial reporting and shouldhave risk management systems to counter and mitigate the possible risks involved in thebusiness.
The Company has in all material respects an adequate internal financial control overfinancial reporting. In order to strengthen the internal controls M/s NPRA &Associates Chartered Accountants New Delhi has conducted the Internal Audit as anindependent Internal Auditor of the Company.
14. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
The company is fully committed to their employees specially women workforce to providethem safe environment to work with dignity and to provide them better workplace free fromany kind of discrimination including sexual harassment. As per the requirement of SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013 readwith rules made thereunder the company has constituted Internal Complaint Committee whichis responsible for the rederssal of complaint related to sexual harassment. No cases ofsexual harassment and discriminatory employment were reported during the financial yearended 31st March 2019.
15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Statement pertaining to provision of Rule 5(2) & (3) of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 requiring the namesof top ten employees in terms of remuneration drawn are marked as Annexure 3. It isalso to be stated here that there were no employee during the year who were in receipt ofremuneration mention in Rule 5 (2)(I) (II) and (III) of Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014.
16. CORPORATE GOVERNANCE
Pursuant to Regulation 15 of Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) 2015 the Company is not required to complyRegulations 17 till 27 and Clause (b) to (i) of Regulation 46(2) and therefore therequirement to prepare Corporate Governance Report is not applicable.
17. 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 laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
(g) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable Secretarial Standards.
18. STATUTORY AUDITOR AND AUDITORS' REPORT
M/s R N K Bhatia & Associates LLP Chartered Accountant were appointed as theStatutory Auditors of the company in the Annual General Meeting of the Company held on29th September 2017 to hold the office for a term of five consecutive years i.e. from theconclusion of 29th Annual General Meeting till the conclusion of 34thAnnual GeneralMeeting.
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 Auditors' Report for the Financial Year ended 31st March 2019 does not contain anyqualification reservations or adverse remark. The Auditors' Report is enclosed with theFinancial Statements in this report. As regards the comments made in the Auditors' Reportthe Board is of the opinion that they are self explanatory and does not require furtherclarification.
19. 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 2018-19.The Secretarial Audit Report for the financial year ended on March 31 2019 is annexedherewith marked as Annexure-4 to this Report.
Further there were no qualifications reservations or adverse remarks made by theSecretarial Auditor in their Secretarial Audit Report.
20. MAINTENANCE OF COST RECORDS
Since the Company is not covered under the section 148(1) of Companies Act 2013therefore the maintenance of cost records is not required.
21. INDUSTRIAL RELATIONS
During the year under review the Company enjoyed cordial relations with workersemployees Bankers Shareholders and all stakeholders at all levels.
23. AUDIT COMMITTEE
The composition of the Audit Committee is in alignment with the provisions of Section177 of the Companies Act 2013 read with the Rules issued thereunder and Regulation18 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. As on 31stMarch 2019 the Audit Committee comprise of 4 Directors/Members and majority of them areIndependent Directors. All the Members of the Audit Committee are well Qualifiedexperienced and possess sound knowledge of finance accounting practices and internalcontrols..All the recommendations made by the Audit Committee were accepted by the Boardof Directors of the Company.
COMPOSITION OF THE AUDIT COMMITTEE
|S.No. ||Name of the Director ||Category |
|1. ||Vikram Vijh ||Independent Director |
|2. ||Sharad Aggarwal ||Independent Director |
|3. ||Krishan Kumar Gupta ||Independent Director |
|4. ||Vivek Jain ||Managing Director |
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.
23. NOMINATION AND REMUNERATION COMMITTEE
In compliance with Section 178 of the Companies Act 2013 & Regulation 19 of theSEBI (LODR) Regulations 2015 the Board has constituted the "Nomination andRemuneration Committee" (NRC).
Nomination and Remuneration Policy:
In accordance with the provisions of Section 178 of the Companies Act 2013 theNomination and Remuneration Committee recommended the nomination and remuneration policyrelating to the appointment removal and remuneration of the Directors Key ManagerialPersonnel and Senior Management Personnel which was approved and adopted by the Board ofDirectors. As on 31st March 2019 the NRC Committee comprise of 3 Independent Directors.
|S.No. ||Name of the Director ||Category |
|1. ||Sharad Aggarwal ||Independent Director |
|2. ||Krishan Kumar Gupta ||Independent Director |
|3. ||Vikram Vijh ||Independent Director |
The policy formulated by the Nomination and Remuneration Committee is available on thewebsite of the company (www.duropackindia.com) under the section Investor Relations. Thedetail of the meetings and the attendance of the members are given in Annexure 2.
24. STAKEHOLDERS GRIEVANCE COMMITTEE
In compliance of provisions of Section 178 of Companies Act 2013 & Regulation 20of the SEBI (LODR) Regulations2015 the Board has constituted Stakeholders' RelationshipCommittee. The Stakeholders Relationship Committee is entrusted with the responsibility ofaddressing the shareholders'/ investors' complaints with respect to share transfersnon-receipt of annual reports dividend payments issue of duplicate share certificatestransmission of shares and other shareholder related queries complaints etc.
|S.No. ||Name of the Director ||Category |
|1. ||Krishan Kumar Gupta ||Independent Director |
|2. ||VikramVijh ||Independent Director |
|3. ||Vivek JainRs. ||Managing Director |
The detail of the meetings and the attendance of the members are given in Annexure2.
25. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company is always committed to the high standards of Corporate Governance andstakeholder responsibility.
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
26. RATIO OF 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 5.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion And Analysis Report in compliance with the Securities andExchange Board of India (Listing Obligations And Disclosure Requirements) Regulations2015 is marked as Annexure 6 and form part of this Report.
The securities of the Company are listed on BSE Limited. The Listing fee to BSE hasbeen paid.
29. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provision relating to CSR is not applicable to the company as the company does notmeet the criteria prescribed under Section 135 of the Company Act 2013 read with Rulesmade thereunder.
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:
Details regarding Change in nature of business if any
Details regarding change in share capital if any
Disclosure regarding Issue of Equity Shares with Differential Rights
Disclosure regarding issue of Employee Stock Options
Disclosure regarding issue of Sweat Equity Shares.
Particulars of Contracts or Arrangement with Related Parties under section 188of Companies Act 2018.
Details of Significant & Material orders passed by the Regulators or courtsor tribunal.
Voluntary Revision of Financial Statements or Board's Report.
Details related to Deposits covered under Chapter V of the Act.
Receipt of any commission by MD /WTD /from a company or for receipt ofcommission/ remuneration from it holding or subsidiary
Company does not have any Subsidiary Holding or associate Company
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Company's activities during the year under review. The Board also places on recordits deep appreciation for the dedication and commitment of the employees at all level.Your Directors also acknowledges gratefully shareholders for their support and confidencereposed on your Company.
| ||For and on behalf of Board of Directors |
|Date: 13/08/2019 || |
|Place: New Delhi || |
|Vivek Jain ||Vineet Jain |
|Managing Director ||Whole time Director & CFO |
|DIN:01753065 ||DIN: 01823758 |