Duropack Ltd Directors Report.
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 Financial Statements for the financial year ending 31st March, 2019. The Companys financial performance for the financial year ended 31st March, 2019 is described as below:
1. FINANCIAL RESULTS
The financial performance of the Company for the year ended 31st March, 2019 is summarized 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||17,40,34,025||14,45,97,922|
|Profit/(Loss) before taxation||1,07,97,301||95,96,005|
|Less: Tax Expenses||25,03,264||30,94,707|
|Profit/Loss After Tax||82,94,037||65,01,229|
|Add: Balance B/F from Previous year||2,02,45,387||1,35,86,039|
|Add: Prior Period Tax Adjustment||-||1,58,049|
|Balance Profit/(Loss) C/F to the next year||2,85,39,424||2,02,45,387|
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. 82,94,037for the year ended 31st March 2019 as compared to Rs. 65,01,229/- in the previous financial year and the Board is making all it efforts to further increase 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.
4. TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amount to General Reserve.
5. EXTRACT OF ANNUAL RETURN
The extract of annual return in Form MGT-9 as required under Section 92 of the Companies 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 of Directors are attached herewith as Annexure-2.
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
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.
8. 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, 2019, our Board comprised of 6 members, consisting of Executive Director, Non-Independent 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
During the period under review, Mr. Pulkit Khadria was appointed as Secretary of the Company.
Mr. Vivek Jain, Managing Director of the Company, whose tenure expired on 31st March 2019 was reappointed as Managing Director of the Company for a further terms of 5 years in the Board Meeting held on 30th March 2019.
Mr. Vineet Jain, Whole time Director of the Company, whose tenure also expired on 31st March 2019 was also reappointed as Whole time Director of the Company for a further terms of 5 years in the Board Meeting held on 30th March 2019.
Ms. Atula Jain will retire at the ensuing Annual General Meeting and being eligible offer 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 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.
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 any other amount was transferred to the Investor Education and Protection Fund during the year under review.
10. 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;||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 equipments||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
|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;
11. 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 RELATE AND THE DATE OF THE REPORT:
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.
12. 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.
13. 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 respects, 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.
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 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 rederssal of complaint related to sexual harassment. No cases of sexual harassment and discriminatory employment were reported during the financial year ended 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 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.
16. CORPORATE GOVERNANCE
Pursuant to 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.
17. 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; 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.
(g) The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards.
18. 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 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 34thAnnual General Meeting.
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.
The Auditors Report for the Financial Year ended 31st March, 2019 does not contain any qualification, reservations or adverse remark. The Auditors Report is enclosed with the Financial Statements in this report. As regards the comments made in the Auditors Report, the Board is of the opinion that they are self explanatory and does not require further clarification.
19. 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 2018-19. The Secretarial Audit Report for the financial year ended on March 31, 2019 is annexed herewith marked as Annexure-4 to this Report.
Further, there were no qualifications, reservations or adverse remarks made by the Secretarial 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, 2013, therefore the maintenance of cost records is not required.
21. INDUSTRIAL RELATIONS
During the year under review, the Company enjoyed cordial relations with workers, employees, Bankers, Shareholders and all stakeholders at all levels.
23. 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, 2019 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.
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 2 and 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 the SEBI (LODR) Regulations, 2015, the Board has constituted the "Nomination and Remuneration Committee" (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, 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 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.
24. 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 Relationship Committee. 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.||Krishan Kumar Gupta||Independent Director|
|3.||Vivek JainRs.||Managing Director|
The detail of the meetings and the attendance of the members are given in Annexure 2.
25. 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
26. 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 Annexure 5.
27. 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 6 and form part of this Report.
The securities of the Company are listed on BSE Limited. The Listing fee to BSE has been paid.
29. 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:
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 188 of Companies Act, 2018.
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
Company does not have any Subsidiary, Holding or associate Company
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|