BOARDS' REPORT TO THE MEMBERS, Your 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 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 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 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. 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 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. 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 Vivek Jain (Managing Director) DIN: 01753065 Vineet Jain (Whole time Director & CFO) DIN: 01823758 Place: New Delhi Date: 14th August 2015 |