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Duropack Ltd.

BSE: 526355 Sector: Industrials
NSE: N.A. ISIN Code: INE138B01018
BSE 00:00 | 23 Jan 15.73 0.74
(4.94%)
OPEN

15.73

HIGH

15.73

LOW

15.73

NSE 05:30 | 01 Jan Duropack Ltd
OPEN 15.73
PREVIOUS CLOSE 14.99
VOLUME 1
52-Week high 27.30
52-Week low 12.95
P/E 10.08
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.73
CLOSE 14.99
VOLUME 1
52-Week high 27.30
52-Week low 12.95
P/E 10.08
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Duropack Ltd. (DUROPACK) - Director Report

Company director report

To

The Members Duropack Ltd.

Your Directors have pleasure in presenting their Thirtieth "Annual Report" onthe business and operations of the Company together with the Audited Financial Statementsfor the financial year ending 31st March 2018. The Company's financial performance forthe financial year ended 31st March 2018 is described as below:

1. FINANCIAL RESULTS

The financial performance of the Company for the year ended 31st March 20172018 issummarized as under:

PARTICULARS Financial Year Financial Year
2017-18 2016-17
(Amount in `) (Amount in `)
Turnover & Other Income 144597922 138650478
Profit/(Loss) before taxation 9595751 7176470
Less: Tax Expenses 3094641 1870009
Profit/Loss After Tax 6501110 5306461
Add: Balance B/F from Previous year 13586039 8279579
Add: Prior Period Tax Adjustment 158049
Balance Profit/(Loss) C/F to the next year 20245198 13586039

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. 6501110 for the year ended 31stMarch 2018 as compared to Rs. 5306461/- in the previous financial year and the Companyis slowly and steadily increasing its turnover without taking undue risks and aggressivemarketing because of volatility in the packaging industry.

3. DIVIDEND

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. RESERVES

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 2017 to 31st March 2018. 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.

8. DIRECTORS

A) Changes in Directors and Key Managerial Personnel

There is no changes in composition of Directors or Key Managerial Personnel during thefinancial year 2017-2018. However the Company has appointed Mr Pulkit Khadria AssociatesMember of ICSI as Company Secretary and Compliance Officer of the company w.e.f.27-06-2018.

Mr. Vineet Jain Whole Time Director shall be retire by rotation and being eligibleoffers himself for re-appointment. Your Director recommended his re-appointment asDirector on the Board of the Company at the ensuing Annual General Meeting.

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.

S.NO PARTICULAR'S ACTION
1 Steps taken or impact on conservation of energy; efficient AC Drives Conversion of DC Drives to Energy
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 is planned.
2. Screw type Air Compressor for full air requirement alongwith relaying of pipe lines being planned.

 

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 N.A.
not taken place if any
C. Foreign Exchange Earnings/ Outgo;
S.NO PARTICULAR'S ACTION
1 Earnings NIL
2 Outgo NIL

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

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 harrasment. 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 Commiitteewhich is responsible for the rederssal of complaint related to sexual harassment. No casesof sexual harassment and discriminatory employment were reported during the financial yearended 31st March 2018.

14. 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 is alsoto 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.

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. The certificate regarding nonapplicability of Corporate Governance Provision issued by the DR Associates is marked asAnnexure 6.

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;

(e) that proper internal financial control were in place and that financial controlwere adequate and were operating effectively; and

(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.

17. 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 last Annual General Meeting of the Company heldon 29th September 2017 to hold the office for a term of five consecutive years i.e. fromthe conclusion of 29th Annual General Meeting till the conclusion of 34th Annual GeneralMeeting subject to ratification of their appointment at every Annual General Meeting ofthe Company.

However Consequent upon omission of first proviso of Section 139(1) by virtue ofSection 40 of the Companies Amendment Act 2017 amending Section 139 of the Companies Act2013 the ratification of appointment of Auditors at every Annual General Meeting shallnot be required.

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.

During the year under review the Auditors has not reported any matter under section143(12) of the Act therefore no details is required to be disclosed in the Board'sReport.

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 2017-18.The Secretarial Audit Report for the financial year ended on March 31 2018 is annexedherewith marked as Annexure-4 to this Report.

Regarding qualification in the Secretarial Audit Report pertaining to Appointment ofCompany Secretary the Company has appointed Mr. Pulkit Khadria as the Company Secretaryand Compliance Officer of the Company in the Board meeting held on 27th June2018.

The Board has also appointed M/s. DR Associates Company Secretaries as SecretarialAuditors to conduct Secretarial Audit for the financial year 2018-19.

19. 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.

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 Four Independent Directors as on 31st March 2018. 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
11. 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 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

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. Krishan Kumar Gupta Independent Director Chairman
2. Vikram Vijh Independent Director Member
3. Vivek Jain` Managing Director Member
4. Vineet Jain Whole-Time Director & Member
Chief Financial Officer

The detail of the meetings and the attendance of the members are given in Annexure2.

24. VIGIL MECHANISM/WHISTLE BLOWER POLICY

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. 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.

26. 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 7 and form part of this Report.

27. LISTING

The securities of the Company are listed on BSE Limited. The Listing fee to BSE hasbeen paid.

28. 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.

29. GENERAL

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 under Section 188 ofthe Companies Act 2013.

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. Company does not have any Subsidiary Holding or associate Company

30. ACKNOWLEDGEMENT

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:13th August 2018
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