Duropack Ltd

Duropack Ltd.

Your Directorshave immense pleasure in presenting the 36th 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, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY

The financial performance of the Company for the year ended 31st March, 2024 is summarized as under:

2. PERFORMANCE OF THE COMPANY

The Revenue from Operation including other income of the Company for the financial year ended 31st March 2024 amounted to Rs. 3233.29 Lakhs as against previous year Rs. 3173.36 Lakhs. The Profit before exceptional items and tax for the year ended on 31st March, 2024 is Rs. 283.22 Lakhs as against Rs. 286.80 Lakhs of previous year. Profit after tax for the financial year is Rs. 215.91 Lakhs as against Rs. 214.11 Lakhs of previous year.

3. 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 Report on the business are presented separately in the Annual Report.

4. DIVIDEND

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.

5. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserve.

6. ANNUAL RETURN

As required pursuant to the provisions of Section 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 Company www.duropackindia.com.

7. SHARE CAPITAL

The Authorized Share Capital of the Company is 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifteen lakh) Equity Shares of 10/- each.

There was no change in the capital structure of the Company during the financial year under review. The Issued Equity Share capital of the Company as on 31st March, 2024 was 5,27,22,000 (Rupees Five Crore Twenty Seven Lakh Twenty Two Thousand) divided into 52,72,200 (Fifty Two Lakh Seventy Two Thousand Two Hindered) Equity Shares of 10/- each.

8. LISTING OF SHARES

The Company's 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 2023-24.

9. NATURE OF BUSINESS

There was no change in the nature of business during the financial year under review.

10. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES COMPANIES:

During the year no Company has become or ceased to be its subsidiary, joint venture or associate company during the year. At present there isno subsidiary, joint venture or associate companies.

11. 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.

12. 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.

13. 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, 2024, 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.

Changes in Directors and Key Managerial Personnel

A) Mr. Vivek Jain, Managing Director of the Company, whose tenure expired on 31st March 2024 was reappointed as Managing Director of the Company for a further terms of 5 years in the Board Meeting held on 29th March 2024.

B) Mr. Vineet Jain, Whole time Director of the Company, whose tenure also expired on 31st March 2024 was also reappointed as Whole time Director of the Company for a further terms of 5 years in the Board Meeting held on 29th March 2024.

C) Further, In accordance with the provisions of the Act and the Articles of Association of the Company Mr. Vineet Jain (DIN: 01823758) Director of the Company, retires by rotation at the ensuing AGM and being eligible offer himself for re-appointment.

The Composition of Board of Director on 31st March, 2024 as mentioned below.

After the year end the tenure of Mr. Krishan Kumar Gupta, Mr. Vikram Vijh and Mr. Sharad Aggarwal, ceased to be director of the Company w.e.f September 25th, 2024 after completing two consecutive terms as Independent Director.

Thereafter, the Board of Director has appointed Mr. Udai Nath Piplani (DIN-10753360)and Mr. Shekhar Singal (DIN- 00564384) as independent directors of the Company for the period of 5 year w.e.f 02nd September, 2024.

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 the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees, based on the evaluation criteria defined by Nomination and Remuneration Policy for performance evaluation process of the Board, its Committees and Directors. NRC Policy of the company is available on Company's website at linkhttps://duropackindia.com/code-of- conduct-and-policies

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated at separate meetings of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

14. 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.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to the 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 equipment's for conservation of energy. The Company always tries for development of better material at optimum cost.

B. Technology Absorption

C. Foreign Exchange Earnings/ Outgo;

16. 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.

17. 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.

18. 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 Akhilesh Agarwal & Associates., Chartered Accountants, New Delhi has conducted the Internal Audit as an independent Internal Auditor of the Company.

19. 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, 2024 no sexual harassment and discriminatory employment complaints or cases were reported and no such complaint is pending as on date.

20. 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.

21. 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 to 27 and Clause (b) to (i) of Regulation 46(2) and therefore, the requirement to prepare Corporate Governance Report is not applicable.

22. 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 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.

23. 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 Board's report.

24. STATUTORY AUDITOR AND AUDITOR'S REPORT

As per the provisions of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in its AGM held in year 2022 approved the appointment of M/s PVSP & CO., Chartered Accountants, New Delhi (Firm Registration Number: 008940N) as the Statutory Auditor of the Company for the period of 5 years i.e. from conclusion of the 34th AGM till the conclusion of 39th AGM of the Company to be held in year 2027.

The Auditors, M/s PVSP & CO. Chartered Accountants, have audited the annual financial statements as of and for the year ended March 31, 2024 and submitted his audit report thereon.

The Auditors Report as provided by the auditors are self-explanatory and therefore, do not call for any further clarification/ comments. The Auditor's Report does not contain any qualification, reservation or adverse remark

25. SECRETARIAL AUDIT REPORT

Pursuant to the provisions 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 2023-24.

The Secretarial Audit Report for the financial year ended on March 31,2024 is annexed herewith marked as Annexure- 3 to this Report.

Further, there was one 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.

26. 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.

27. INDUSTRIAL RELATIONS

During the year under review, the Company enjoyed cordial relations with workers, employees, Bankers, Shareholders and all stakeholders at all levels.

28. 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, 2024 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

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 the provisions of 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, 2024 the NRC Committee comprise of 3 Independent Directors.

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' 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.

The detail of the meetings and the attendance of the members are given in Annexure 1.

29. 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 Company's Code of Conduct. The Vigil Mechanism and Whistle Blower Policy may be accessed on the Company website at the link https://duropackindia.com/code-of- conduct-and-policies

The Board of Directors periodically reviews the functioning and status of complaints received under this policy. The summary of complaints received and disposed of during the year under the Vigil mechanism policy is as follows:

30. 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 4.

31. 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.

32. 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. The Audit Committee has duly approved the same. There have been no ‘conflict of interest' transactions with related parties during the financial year 2023-24. 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, 2024. 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.

33. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURT IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE;

There were no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of onetime settlement with any Bank or Financial Institution.

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 there-under.

35. 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:

• Disclosure regarding Issue of Equity Shares with Differential Rights

• Disclosure regarding issue of Employee Stock Options

• Disclosure regarding issue of Sweat Equity Shares.

• Voluntary Revision of Financial Statements or Board's 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.

36. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company's 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.