| Dear Members,
The Directors have pleasure in presenting their Twenty Seventh "Annual
Report" on the business and operations of the Company, together with
the Audited Financial Statements for the financial year ending 31st
March, 2015. The Company's financial performance for the financial year
ended 31st March, 2015 is described below:
FINANCIAL HIGHLIGHTS
During the year ended 31st March, 2015 under review, performance of
company Duropack Limited as under:- (Rupees in Lacs)
Rs (in Lacs)
PARTICULARS YEAR ENDED YEAR ENDED
31st MARCH 2015 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
OPERATING RESULTS
Revenue for financial Year for the Period from 1st April, 2014 to 31st
March, 2015 stood at INR 1186.80 Lacs, increased by 8.02 % as compared
to previous financial year and Profit before tax stood at INR 64.73
lacs decreased by 1.36% as compared to previous financial year. The
depreciation for the financial year increased from Rs. 31.63 lakhs to
Rs. 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 CA 2013.
BUSINESS OPERATIONS AND THE STATE OF COMPANY AFFAIRS
The Company is presently manufactures and exports Flexible Packaging
Laminated and Pouches etc. with state of art machinery and latest
technology.The Company is slowly and steadily increasing its turnover
without taking undue risks and aggressive marketing because of
volatility in the packaging industry.
DIVIDEND
Your Company has recorded a profit after tax Rs. 56.67 lacs and in
order to conserve the profits of the Company, the Board of Directors do
not recommend any dividend for the financial year ended 31st March,
2015.
RESERVES
The Board of Directors of the Company does not recommend any amount to
be carried to the Reserves.
EXTRACT OF ANNUAL RETURN
Pursuant to the provision of section 134(3)(a) and section 92, read
with Rule 12 of the Companies (Management and Administration) Rules,
2014, the extract of Annual Return in Form 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 from 1st April, 2014 to 31st March, 2015. The details of
the Board Meetings and Committee Meetings 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 investments pursuant to Section 186(9) of the Companies Act,
2013 and the details of the Investment made 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 at Annual General Meeting of the Company held on
Mr. Vivek Jain, was re-appointed as Managing Director of the Company,
effective from 1st April, 2014 and the confirmation from Shareholders
was obtained at 26th Annual General Meeting held on 26th September,
2014.
Mr. Vineet Jain, was re-appointed as Whole-time Director of the Company
to be designated as Chief Financial Officer, and the confirmation from
Shareholders was obtained effective 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 General Meeting of Members held on 26th September, 2014.
Mr. Vikram Vijh, Mr. Sharad Aggarwal and Mr. Krishan Kumar Gupta,
directors of the Company, are being appointed as independent directors
for five consecutive years from the date of the ensuing Annual General
Meeting as per provisions of Section 149, 150 & 152 and, if any, other
applicable provisions of the Companies Act, 2013 and rules and
regulations made there under.
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Vineet Jain, Whole Time Directors of
the Company, retire by rotation at the ensuing Annual General Meeting
and being eligible have offered themselves for reappointment. Your
Directors recommend their re-appointment at the ensuing Annual General
Meeting.
CONSERVATION OF ENERGY. TECHNOLOGY. ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Company strives and works consistently to deploy new systems and
equipments for conservation of energy. The Company always tries for
development of better material at optimum cost.
A. Conservation of Energy
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 N.A
has not taken place, if any
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes affecting the financial position of the
Company occurring 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. Sharad Aggarwal 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 in section 149(6) of
the Companies Act, 2013.
RISK MANAGEMENT
The Company has adopted the systems and procedures, to ensure
sustainable business growth with stability and to promote a pro-active
approach in reporting, evaluating and resolving risks associated with
the Company's business.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with
reference to financial statements and the Board has adopted the
policies and procedures for ensuring the orderly and efficient conduct
of its business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of fraud and
errors, the accuracy and completeness of the accounting records.
STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS
BEEN MADE BY THE BOARD OF ITS OWN PEFORMANCE. ITS DIRECTOR. AND THAT OF
ITS COMMITTEES
Pursuant to Section 134 (3) (p) of Companies Act, 2013, a statement
indicating the formal annual evaluation has made by the Board of
Directors on its own performance, its Committee and individual
directors. Schedule IV of the Companies Act 2013, states that the
performance evaluation of Independent directors shall be done by the
entire Board of directors, 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 the financial year ended 31st March, 2015
PARTICULARS OF EMPLOYEES
The provisions of Rule 5(2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 requiring particulars
of the employees in receipt of remuneration in excess of Rs.60 lacs per
year to be disclosed in the Report of Board of Directors are not
applicable to the Company as none of the employees was in receipt of
remuneration in excess of Rs.60 lacs during the financial year 2014-15
MANAGERIAL REMUNERATION
The information required under Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 is given in the Statement annexed
herewith as Annexure -4.
CORPORATE GOVERNANCE
The Company has duly followed the provisions of Clause 49 of the
Listing Agreement till 15th September 2014. However, in pursuance of
SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014,
the Company is not required to follow the provisions of Clause 49 of
the Listing Agreement. Consequently, the requirement of preparation of
Corporate Governance Report is not applicable to the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Director's Responsibility Statement as required under Section 134(5) of
the Companies Act, 2013, your directors state that:
a) in the preparation of the Annual Accounts, the applicable accounting
standard had been followed along with proper explanation relating to
material departures, if any;
b) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at 31st March, 2015 and of the Profit and Loss of the
company for the year ending on that date.
c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 and Rules and Regulations made
thereunder, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
d) the Directors had prepared the Annual Account for the financial year
ended March 31, 2015 on a going concern basis.
e) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
f) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
AUDITORS:
Financial Auditors
The Auditors M/s P V S P & Co., Chartered Accountants, New Delhi,
retire at the ensuing Annual General Meeting and being eligible have
offered themselves for re-appointment. They have confirmed their
eligibility to the effect that their reappointment, if made, would be
within the prescribed limit under the Act and that they are 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 AGM to be held for the Financial Year
2016-17, be reccommended for ratification from the conclusion of this
Annual General Meeting till conclusion of Annual General Meeting for
the financial year 2015-16
Secretarial Audit
In terms of Section 204 of the Act and Rules made thereunder, M/s. DR
Associates, Company Secretaries were appointed as Secretarial Auditors
for the financial year 2014-15. The Secretarial Audit Report for the
financial year ended on March 31,2015 is annexed herewith marked as
Annexure 5 to this Report. There are no qualifications or adverse
remark in their Report.
The Board has also appointed M/s. DR Associates, Company Secretaries,
as Secretarial Auditors 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 not call for any further comments. The Auditor's Report
does not contain any qualification, reservation or adverse remark.
INDUSTRIAL RELATIONS
The Industrial Relations continue to be very cordial. Your Directors
wish to place on record their appreciation for declaration and hard
work put in by the employees at their levels.
AUDIT COMMITTEE
The Audit Committee comprises three Independent Directors as on 31st
March, 2015. The Composition 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 2 and 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. The composition 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 herewith in Annexure 6
DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM
The Company promotes ethical behavior in all its business activities
and has put in place a mechanism for reporting illegal or unethical
behavior. The Company has a vigil mechanism and Whistle blower policy
under which the employees are free to report violations of applicable
laws and regulations and Company's Code of Conduct. The Vigil Mechanism
and Whistle Blower Policy may be accessed on the Company website at the
link www.duropackindia.com.
GENERAL
Your Directors state that no disclosure or reporting is required in the
respect of the following 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 or tribunal.
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
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the
overwhelming co-operation and assistance received from Shareholders,
Banks, Business Associates and Customers. Your directors are grateful
for the support extended by them.
For and on behalf of Board
FOR DUROPACK LIMITED
Place: New Delhi
Date: 14th August 2015
Sd/- Sd/-
Vivek Jain Vineet Jain
(Managing Director)(Whole time Director & CFO)
DIN: 01753065 DIN: 01823758
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