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The Members, Duropack Ltd.
Your Directors have pleasure in presenting their Thirtieth "Annual Report" on the business and operations of the Company, together with the Audited Financial Statements for the financial year ending 31st March, 2018. The Companys financial performance for the 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 is summarized as under:
|PARTICULARS||Financial Year||Financial Year|
|(Amount in )||(Amount in )|
|Turnover & Other Income||14,45,97,922||13,86,50,478|
|Profit/(Loss) before taxation||95,95,751||71,76,470|
|Less: Tax Expenses||30,94,641||18,70,009|
|Profit/Loss After Tax||65,01,110||53,06,461|
|Add: Balance B/F from Previous year||1,35,86,039||82,79,579|
|Add: Prior Period Tax Adjustment||1,58,049|||
|Balance Profit/(Loss) C/F to the next year||2,02,45,198||1,35,86,039|
2. BUSINESS OPERATION AND STATE OF COMPANYS AFFAIRS
The Company is presently manufactures and exports Flexible Packaging Laminated and Pouches etc. with state of art machinery and latest technology. During the year under review, the Company has earned a profit after tax of Rs. 65,01,110 for the year ended 31st March 2018 as compared to Rs. 53,06,461/- in the previous financial year and the Company is slowly and steadily increasing its turnover without taking undue risks and aggressive marketing because of volatility in the packaging industry.
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.
The Board of Directors of the Company does not recommend any amount to be carried to the Reserves.
5. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in the format of 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 year from 1st April, 2017 to 31st March, 2018. The details of the Board Meetings and Committee Meetings 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 provided along with the purpose for which the loan or guarantee or security is proposed to be utilized 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 the financial year 2017-2018. However, the Company has appointed Mr Pulkit Khadria, Associates Member 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 eligible, offers himself for re-appointment. Your Director recommended his re-appointment as Director 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 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.
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.
9. 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; 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 equipments||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|
|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;|
10. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 Boards Report.
11. 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 Companys business.
12. 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 Companys policies, the safeguarding of its assets, the prevention and detection of fraud and errors, 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 provide them safe environment, to work with dignity and to provide them better workplace free from any kind of discrimination including sexual harrasment. 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 Commiittee which is responsible for the rederssal of complaint related to sexual harassment. No cases of sexual harassment and discriminatory employment were reported during the financial year ended 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 names of top ten employees in terms of remuneration drawn are marked as Annexure 3. 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.
15. CORPORATE GOVERNANCE
Under 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. The certificate regarding non applicability of Corporate Governance Provision issued by the DR Associates is marked as Annexure 6.
16. DIRECTORS RESPONSIBILITY STATEMENT
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state 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 had prepared the annual accounts on a going concern basis;
(e) that proper internal financial control were in place and that financial control were adequate and were operating effectively; and
(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.
17. STATUTORY AUDITOR AND AUDITORS REPORT
M/s R N K Bhatia & Associates LLP, Chartered Accountant, were appointed as the Statutory Auditors of the company in the last Annual General Meeting of the Company held on 29th September, 2017 to hold the office for a term of five consecutive years i.e. from the conclusion of 29th Annual General Meeting till the conclusion of 34th Annual General Meeting subject to ratification of their appointment at every Annual General Meeting of the Company.
However, Consequent upon omission of first proviso of Section 139(1), by virtue of Section 40 of the Companies Amendment Act 2017, amending Section 139 of the Companies Act, 2013, the ratification of appointment of Auditors at every Annual General Meeting shall not be required.
The Observation made in the Auditors Report are self-explanatory and therefore, do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.
During the year under review, the Auditors has not reported any matter under section 143(12) of the Act, therefore no details is required to be disclosed in the Boards Report.
18. 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 2017-18. The Secretarial Audit Report for the financial year ended on March 31, 2018 is annexed herewith marked as Annexure-4 to this Report.
Regarding qualification in the Secretarial Audit Report pertaining to Appointment of Company Secretary, the Company has appointed Mr. Pulkit Khadria as the Company Secretary and Compliance Officer of the Company in the Board meeting held on 27th June,2018.
The Board has also appointed M/s. DR Associates, Company Secretaries, as Secretarial Auditors 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, 2013, therefore the maintenance of cost records is not required.
20. 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.
21. AUDIT COMMITTEE
The Audit Committee comprises Four Independent Directors as on 31st March, 2018. 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.
22. 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|
|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 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 2
23. STAKEHOLDERS GRIEVANCE COMMITTEE
The Stakeholders Grievance Committee comprises a chairperson who is a non-executive director and such other member as decided by the Board. The composition of the Stakeholders 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 Annexure 2.
24. VIGIL MECHANISM/WHISTLE BLOWER POLICY
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
25. 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
26. 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 7 and form part of this Report.
The securities of the Company are listed on BSE Limited. The Listing fee to BSE has been paid.
28. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provision 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:
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 of the Companies Act 2013.
7. Details of Significant & Material orders passed by the Regulators or courts or tribunal.
8. Voluntary Revision of Financial Statements or Boards 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
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.
|By order of the Board of Directors|
|For Duropack Limited|
|Place: New Delhi|
|Date:13th August 2018|
|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|