The Members, Duropack Ltd.
Your Directors have immense pleasure in presenting the 34th Annual Report on the business and operations of Duro Pack Limited ("the Company") together with the Audited financial statements for the financial year ended 31st March, 2022.
1. FINANCIAL RESULTS
The financial performance of the Company for the year ended 31st March, 2022 is summarized as under:
|(Amount in Lacs)|
|PARTICULARS||For the Financial Year ended on 31.03.2022||For the Financial Year ended on 31.03.2021|
|Profit/(Loss) before taxation||176.81||150.53|
|Less: Tax Expenses||46.14||46.32|
|Profit/Loss After Tax||130.68||104.21|
|Add: Balance B/F from Previous year||474.82||370.61|
|Add: Prior Period Tax Adjustment||-||-|
|Balance Profit/(Loss) C/F to the next year||605.49||474.82|
3. PERFORMANCE OF THE COMPANY
The turnover including other income of the Company for the financial year 2021-22 amounted to Rs.2456.36 as against previous year Rs. 2069.26 Lakhs. The Profit before exceptional items and tax for the year 2021-2022 is Rs. 176.81Lakhs as against Rs. 150.53 Lakhs of previous year. Profit after tax for the financial year is Rs. 130.68Lakhs as against Rs. 104.21 Lakhs of previous year.
4. BUSINESS OVERVIEW
The Company is engaged in the field of manufacture and export of multi-layer laminate films, pouches and bags, wide width Holographic Films, Stickers, etc. The Management Discussion and Analysis Reportis presented separately in the Annual Report.
With a view of augmenting the financial resources for generating stable growth, the Board of Directors of the Company has decided to carry forward entire profit and hence, they did not propose any dividend for the financial year on equity shares.
6. TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amount to General Reserve.
7. ANNUAL RETURN
As required pursuant to the provision ofSection 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an Annual Return is uploaded on website of the Companywww.duropackindia.com.
8. SHARE CAPITAL
The Authorised Share Capital of the Company is 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 Equity Shares of 10/- each.
There was no change in the capital structure of the Company during the financialyear under review. The Issued Equity Share capital as on 31st March, 2022 was 5,27,22,000/-.
9. LISTING OF SHARES
The Companys shares are listed on BSE under Scrip Code 526355. The ISIN code of the Company is INE138B01018. The Company has paid annual listing fees to the stock exchange for the financial year 2021-22.
10. NATURE OF BUSINESS
There was no change in the nature of business during the financial year under review.
11. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES COMPANIES
There is no Company which have become or ceased to be its subsidiary, joint venture or associate company during the year. At present there are no subsidiary, joint venture or associate companies.
12. NUMBER & DATE OF BOARD AND COMMITTEE MEETINGS HELD
The details of meeting of Board of Directors and various committees of Board of Directors are attached herewith as Annexure-1.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDERSECTION 186 OF THE COMPANIES ACT, 2013:
The Company has not given any loans, guarantees or made any investments during the year in accordance with Section 186 of the Companies Act, 2013.
14. DIRECTORS & KEY MANAGERIAL PERSONNAL
Your Company have an appropriate mix of executive, non-executive and Independent Directors to maintain its independence, and separate its functions of governance and management. As on 31st March, 2022, the Board comprised of 6 members, consisting of two Executive Director, one Non-Independent Woman director,3 Independent Directors and none of the directors are disqualified under Section 164 of the Companies Act 2013.
A) Changes in Directors and Key Managerial Personnel
In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Atula Jain (DIN: 01753583), Director of the Company, retires by rotation at the ensuing AGM and being eligible offer himself for reappointment.
Further, Ms. Anju is Company Secretary & Compliance Officer of the Company.
Rest there is no change in the composition of Board of Directors during the financial year 2021-22.
B) Declaration by an Independent Director(s) and re-appointment, if any
The Company has received the Declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of Section 149 of the Companies Act, 2013 read with the schedules and Rules issued thereunder as well as Regulations 16 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
C) Formal Annual Evaluation
Pursuant to Section 134 (3) (p) of Companies Act, 2013, the Board has conducted the formal annual evaluation of its own performance, its Committee and individual Directors. Under Schedule IV of the Companies Act 2013, the Independent Directors has conducted the performance evaluation of Non-Independent Directors and the Board as a whole and also reviewed the performance of the Chairman.
15. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The Company is not required to transfer any amount of unpaid/unclaimed dividend or any other amount to the Investor Education and Protection Fund during the year under review.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 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 for conservation of energy. The Company always tries for development of better material at optimum cost.
|1 Steps taken or impact on conservation of energy;||Power factor Correction panel installed. New HT Transformer of Level 2 installed.|
|2 Steps taken by the company for utilizing alternate sources of energy||Action Plan to put up 200 KW Roof Top Solar Energy Plant deferred due to Covid now shall be implemented in coming year.|
|Gas based Hot Air Generator installed.|
|3 Capital investments on energy conservation equipments||New Multilayer Film Plant with lower per kg equipments Energy consumption installed and running New Lamination machine ordered for lower energy consumption.|
B. Technology Absorption
|1. Effort made for technology absorption||1. 2nd UPS installed for continuous working|
|2. Benefits derived||1. Lower Wastage amounting to Rs 1.0 lakhs per month an increased productivity.|
|2. Lower wastage and rejection|
|3. Expenditure on Research & Development,||NIL|
|4. Details of technology imported, if any||NIL|
|5 Year of import||NA|
|6 Whether imported technology fully absorbed||NA|
|7 Areas where absorption of imported technology has not taken place, if any||NA|
C. Foreign Exchange Earnings/ Outgo;
|1 Earnings||INR 11.77 (In Lacs)|
|2 Outgo||USD 6335|
17. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:
There have been no material changes and commitments affecting financial position of the Company that have occurred between the end of the financial year of the Company to which financial statements relates and the date of report.
18. RISK MANAGEMENT
The Board of the Directors are of the view that there is no such risk element which may threaten the existence of the Company. However, the Company has well-defined Risk Management Systems and procedures for the businesses of the Company, which are periodically reviewed to ensure that the risks can be mitigated to the extent possible.
19. INTERNAL FINANCIAL CONTROL SYSTEMS:
The process of Internal Financial Control over financial reporting is designed to provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements for various external purposes. As per extant guidelines for various financial reporting, the Company requires having adequate internal financial controls over financial reporting to assure reliability of financial reporting and should have risk management systems to counter and mitigate the possible risks involved in the business.
The Company has in all material aspects, an adequate internal financial control over financial reporting. In order to strengthen the internal controls, M/s NPRA & Associates, Chartered Accountants, New Delhi has conducted the Internal Audit as an independent Internal Auditor of the Company.
20. 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 provide them safe environment, to work with dignity and to provide them better workplace free from any kind of discrimination including sexual harassment. As per the requirement of Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act, 2013 read with rules made thereunder, the company has constituted Internal Complaint Committee which is responsible for the redressal of complaint related to sexual harassment.
During the Financial Year ended 31st March, 2022 no sexual harassment and discriminatory employment complaints or cases were reported and no such complaint is pending as on date.
21. 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 names of top ten employees in terms of remuneration drawn are marked as Annexure 2. It is also to be stated here that there were no employee during the year who were in receipt of remuneration mention in Rule 5 (2)(I), (II) and (III) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.
22. CORPORATE GOVERNANCE
Pursuant to the Regulation 15 of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015, the Company is not required to comply Regulations 17 till 27 and Clause (b) to (i) of Regulation 46(2) and therefore, the requirement to prepare Corporate Governance Report is not applicable.
23. DIRECTORS RESPONSIBILITY STATEMENT
The Financial Statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Companies Act, 2013 (to the extent notified) and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies(Indian Accounting Standards) Amendment Rules, 2016. Accounting policies have been consistently applied except where a newly-issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.
The directors confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(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 the end of the financial year and of the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors hadprepared the annual accounts on a going concern basis; and
(e) 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.
(f) 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.
24. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.
25. STATUTORY AUDITOR AND AUDITORS REPORT
M/s Khiwani & co., Chartered Accountants having Firm Registration No. 002589N, were appointed as the Statutory Auditors of the company in the Annual General Meeting of the Company held on 30th September, 2020 to hold the office upto the conclusion of Annual General Meeting to be held in the financial year 2024-25. However M/s Khiwani & co., Chartered Accountants vide its letter dated 02nd September, 2022 resigned as the Statutory Auditors of the Company citing the reasons that the audit fees is not commensurate to the efforts that they would be incurring to conduct an audit for the Financial Year 2021-2022 in accordance with the standards on auditing specified under section 143(10) of the Companies Act, 2013.
Based on the recommendations of the Audit Committee, the Board of Directors, at its meeting held on 02nd September, 2022 noted and accepted the resignation of M/s Khiwani & co., Chartered Accountants having Firm Registration No. 002589N. The Board also placed on record its appreciation to outgoing Auditors for their contribution to the Company with their audit processes andstandards of auditing.
In this regard, after obtaining their consent and eligibility certificate under Section 139(1) of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on 02nd September, 2022 appointed M/s PVSP & CO., Chartered Accountants, New Delhi (Firm Registration Number: 008940N) as the Statutory Auditors of the Company under Section 139(8) of the Companies Act, 2013, to fill the casual vacancy consequent to the resignation of M/s Khiwani & co., Chartered Accountants.
M/s PVSP & CO., Chartered Accountants, New Delhi (Firm Registration Number: 008940N) is a well–known firm of Chartered Accountants having 3 partners with office situated at New Delhi. The firm also holds a Peer Review Certificate No. 013646 dated October 22, 2021 issued by the Peer Review Board of the Institute of Chartered Accountants of India valid till September 30, 2025.
As required by Section 139(8) of the Companies Act, 2013, the appointment is also to be ratified and approved at a general meeting of the Company. Accordingly, the Board of Directors recommends the said appointment for the ratification and approval of shareholders at the ensuing AGM of the Company.
Further, the Board, on the recommendation of the Audit Committee and subject to the approval of the shareholders, approved appointment of M/s PVSP & CO., Chartered Accountants, New Delhi (Firm Registration Number: 008940N) as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of the ensuing 34th AGM till the conclusion of the 39th AGM to be held in the year 2027 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.
Appropriate resolution seeking Members approval for the appointment M/s PVSP & CO., Chartered Accountants as the Statutory Auditors of the Company is appearing in the Notice convening the ensuing AGM of the Company.
The Audit for FY 2021–22 was conducted by M/s Khiwani & co., Chartered Accountants having Firm Registration No. 002589N and there are one qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor in their Audit Report. The observation of the Auditors on the financial statements pertaining to the advance received from customer has been suitably explained in the Note to Account No. 48 of the financial statements.
The Board noted the above qualification in the Auditors Report and explain that the advance belong to two parties and the bills were not generated against the services already rendered and the bills for the same were generated on 28th May 2022.
26. SECRETARIAL AUDIT REPORT
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 2021-22.
The Secretarial Audit Report for the financial year ended on March 31, 2022 is annexed herewith marked as Annexure-3 to this Report.
Further, there were two qualifications have given by Secretarial Auditor in their Secretarial Audit Report. The qualifications are explained in Secretarial Audit Report and do not require any further clarifications.
27. MAINTENANCE OF COST RECORDS
Since the Company is not covered under the section 148(1) of Companies Act, 2013, therefore the maintenance of cost records is not required.
28. INDUSTRIAL RELATIONS
During the year under review, the Company enjoyed cordial relations with workers, employees, Bankers, Shareholders and all stakeholders at all levels.
29. AUDIT COMMITTEE
The composition of the Audit Committee is in alignment with the provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on 31st March, 2022 the Audit Committee comprise of 4 Directors/Members and majority of them are Independent Directors. All the Members of the Audit Committee are well qualified, experienced and possess sound knowledge of finance, accounting practices and internal controls.All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.
|S.No. Name of the Director||Category|
|1. Mr. VikramVijh||Independent Director|
|2. Mr. SharadAggarwal||Independent Director|
|3. Mr. Krishan Kumar Gupta||Independent Director|
|4. Mr. Vivek Jain||Managing Director|
The detail of the meetings and the attendance of the members are given in Annexure 1 and all the recommendations made by the Audit Committee were accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE
In compliance with Section 178 of the Companies Act, 2013 & Regulation 19 of the SEBI (LODR) Regulations,2015, the Board has constituted the "Nomination and RemunerationCommittee" (NRC).
Nomination and Remuneration Policy:
In accordance with the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee recommended the nomination and remuneration policy relating to the appointment, removal and remuneration of the Directors, Key Managerial Personnel and Senior Management Personnel which was approved and adopted by the Board of Directors. As on 31st March, 2022 the NRC Committee comprise of 2 Independent Directors.
|S.No. Name of the Director||Category|
|1. Mr. SharadAggarwal||Independent Director|
|2. Mr. Krishan Kumar Gupta||Independent Director|
The policy formulated by the Nomination and Remuneration Committee is available on the website of the company (www.duropackindia.com) under the section Investor Relations. The detail of the meetings and the attendance of the members are given in Annexure 1
STAKEHOLDERS GRIEVANCE COMMITTEE
In compliance of provisions of Section 178 of Companies Act, 2013 & Regulation 20 of the SEBI (LODR) Regulations,2015, the Board has constituted Stakeholders RelationshipCommittee. The Stakeholders Relationship Committee is entrusted with the responsibility of addressing the shareholders/ investors complaints with respect to share transfers, non-receipt of annual reports, dividend payments, issue of duplicate share certificates, transmission of shares and other shareholder related queries, complaints etc.
|S.No. Name of the Director||Category|
|1. Mr. Krishan Kumar Gupta||Independent Director|
|2. Mr. Vikram Vijh||Independent Director|
|3. Mr. Vivek Jain||Managing Director|
The detail of the meetings and the attendance of the members are given in Annexure 1.
30. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company is always committed to the high standards of Corporate Governance and stakeholder responsibility.
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 Companys Code of Conduct. The Vigil Mechanism and Whistle Blower Policy may be accessed on the Company website at the link www.duropackindia.com.
31. RATIO OF 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
32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report in compliance with the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 is marked as Annexure 5 and form part of this Report.
33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered by the Company with related parties during the year were in the ordinary course of business and on arms-length basis. The Audit Committee has duly approved the same. There have been no ‘conflict of interest transactions with related parties during the financial year 2021-22. Suitable disclosures as required under Ind AS 24 have been made in the notes to the financial statements for the financial year ended March 31, 2022. Details of the contracts and arrangements with the related parties under Section 188 of the Act are provided in Form AOC-2, which is enclosed herewith as Annexure 6.
34. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions relating to CSR is not applicable to the Company as the Company does not meet the criteria prescribed under Section 135 of the Company Act 2013 read with Rules made thereunder.
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:
|• Disclosure regarding Issue of Equity Shares with Differential Rights|
|• Disclosure regarding issue of Employee Stock Options|
|• Disclosure regarding issue of Sweat Equity Shares.|
|• Details of Significant & Material orders passed by the Regulators or courts or tribunal.|
|• Voluntary Revision of Financial Statements or Boards 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 of commission/ remuneration from it holding or subsidiary|
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companys activities during the year under review. The Board also places on record its deep appreciation for the dedication and commitment of the employees at all level. Your Directors also acknowledges gratefully shareholders for their support and confidence reposed on your Company.
|For and on behalf of Board of Directors|
|Place: New Delhi|
|Vivek Jain||Vineet Jain|
|Managing Director||Whole Time Director & CFO|