Directors Report of Duropack Ltd.

Mar 31, 2024

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:

(Amount in Lacs)

PARTICULARS	For the Financial Year ended on 31.03.2024	For the Financial Year ended on 31.03.2023
Revenue from Operation	3167.32	3104.92
Other Income	65.97	68.44
Total Income	3233.29	3173.36
Total Expenses	2950.07	2886.56
Profit/(Loss) before taxation	283.22	286.80
Less: Tax Expenses	67.31	72.70
Profit/Loss After Tax	215.91	214.11
Add: Balance B/F from Previous year	799.48	605.49
Add: Prior Period Tax Adjustment	(0.48)	(20.12)
Balance Profit/(Loss) C/F to the next year	1014.91	799.48

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.

S.No	Name of Director	Designation
1.	Vivek Jain	Managing Director
2.	Vineet Jain	Whole-time director
3.	Atula Jain	Director
4.	Krishan Kumar Gupta	Independent Director
5.	Vikram Vijh	Independent Director
6.	Sharad Aggarwal	Independent Director

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.

S.NO	PARTICULAR’S	ACTION
1	Steps taken or impact on conservation of energy;	The company has started converting its vehicles from Diesel to CNG/ Electric. All lighting in factory changed to LED for energy conservation.
2	Steps taken by the company for utilizing alternate sources of energy''	The company has started converting its vehicles from Diesel to CNG / Electric. Gas based DG Sets proposed for future expansion. Gas based Hot Air Generator installed.
3	Capital investments on energy conservation equipment''s	New Printing and Lamination machines with lower per kg equipment''s Energy to be installed in the coming year.

S.NO	PARTICULAR’S	ACTION
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 and 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;

S.NO	PARTICULAR’S	ACTION
1	Earnings	INR 44040
2	Outgo	USD 44935

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

S.No.	Name of the Director	Category
1.	Mr. Vikram Vijh	Independent Director
2.	Mr. Sharad Aggarwal	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 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.

S.No.	Name of the Director	Category
1.	Mr. Sharad Aggarwal	Independent Director
2.	Mr. Krishan Kumar Gupta	Independent Director
3.	Mr. 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 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.

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.

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:

No. of complaints/ cases pending as on 01.04.2023	NIL
No. of complaints/ cases received during F.Y. 2023-24	0
No. of complaints/ cases disposed of during F.Y. 2023-24	0
No. of complaints/ case pending as on 31.03.2024	NIL

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.

For and on behalf of Board of Directors

Date: 02nd September, 2024
Place: New Delhi

Sd/- Sd/-

Vivek Jain Vineet Jain

Managing Director Whole Time Director & CFO

DIN:01753065 DIN: 01823758

Address 3123, Sector D, Pocket 3 Address: 3194, Sector D, Pocket 3

Vasant Kunj Delhi 110070 Vasant Kunj Delhi 110070

---

Mar 31, 2015

Dear Members,

The 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:

FINANCIAL HIGHLIGHTS

During the year ended 31st March, 2015 under review, performance of company Duropack Limited as under:- (Rupees in Lacs)

Rs (in Lacs)

PARTICULARS YEAR ENDED YEAR ENDED 31st MARCH 2015 31st MARCH 2014

Turnover 1186.80 1098.65

Profit/(Loss) before taxation 64.73 65.62

Less: Tax Expenses 8.06 14.82

Profit/Loss After Tax 56.67 50.80

Add: Balance B/F from Previous year 70.13 19.33

Balance Profit/(Loss) C/F to the next year 126.80 70.13

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 Annexure 1.

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 Annexure-3.

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.

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

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.

A. Conservation of Energy

B. Technology Absorption

S.NO PARTICULAR'S ACTION

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 N.A has not taken place, if any

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 as 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.

AUDIT COMMITTEE

The Audit Committee comprises three Independent Directors as on 31st March, 2015. 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.

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

1. 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 annexed herewith in Annexure 6

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

Place: New Delhi Date: 14th August 2015

Sd/- Sd/- Vivek Jain Vineet Jain (Managing Director)(Whole time Director & CFO) DIN: 01753065 DIN: 01823758

---

Mar 31, 2014

To The Members,

The Directors have pleasure in presenting the Twenty Sixth Annual Report on the business and operations of the Company, together with the financials of the Company for the year ended 31st March 2014.

PERFORMANCE OF THE COMPANY rs (in Lacs)

PARTICULARS YEAR ENDED YEAR ENDED 31st MARCH 2014 31st MARCH 2013

Revenue from Operations 1098.65 871.85

Other Income 14.17 10.75

Profit before Interest, Depreciation and Tax 97.89 92.53

Less: Interest 0.64 0.39

Depreciation 31.63 33.89

Net Profit before tax 65.62 58.25

Less: Provision for tax incl. deferred tax 14.81 11.61

Profit / (loss) after tax 50.81 46.64



DIVIDEND

Your Company has recorded a profit after tax of Rs. 50.81 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 2014.

BOARD OF DIRECTORS

During the year, Mrs. Sachi Chaudhuri was discharged as Director by Board for Industrial & Financial Reconstruction (BIFR) as Special Director vide its order dated 23rd October 2013.

Pursuant to Section 152 of the Companies Act, 2013, and Companies (Appointment and Qualifications of Directors) Rules, 2014, Mr. Vivek Jain (DIN: 01753065) shall retire by rotation and being eligible has offered themselves for re- appointment.

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.

Brief resume of the Directors seeking reappointment together with the no. of years of experience and names of companies in which he holds Directorships and membership of Board/Committee and number of shares held as stipulated under Clause 49 of the Listing Agreement are stated in the notice forming part of Annual Report.

OPERATIONS AND FUTURE PLANS

The Company has achieved total income of Rs. 10.99 Crores for the financial year ended 31st March 2014 and Net Profits after tax are of Rs. 50.81 Lacs. The Sales turnover has increased from Rs. 8.71 Crores to Rs. 10.98 Crores. The Board is striving hard to further increase the turnover and profits in the coming financial year.

PUBLIC DEPOSITS

Your Company, during the year under review, has not invited or accepted any fixed deposits from the public in terms of the provisions of Section 58A of the Companies Act, 1956 read with rules and regulations made there under.

PARTICULARS OF EMPLOYEES

Your Company has no employee in respect of whom the prescribed particulars are required to be furnished under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of the Employees) Rules, 1975, as amended from time to time.

DIRECTORS'' RESPONSIBILITY STATEMENT

Director''s Responsibility Statement as required under Section 217 (2AA) of the Companies Act, 1956 is as follows:

i) That in the preparation of the Annual Accounts for the financial year ended on 31st March 2014, the applicable accounting standards have been followed along with proper explanation of material departures.

ii) That the Directors have 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 2013-14 and of the Profit and Loss for the period.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and 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.

iv) That the Directors have prepared the Annual Account for the financial year ended March 31, 2014 on a going concern basis.

AUDITOR''S AND AUDITOR''S REPORT

The Auditors M/s P V S P & Co., Chartered Accountants, New Delhi, retire at the ensuring Annual General Meeting and being eligible have offered themselves for re-appointment.

The Auditors Report is self explanatory and requires no comments.

COMPLIANCE CERTIFICATE

In view of the notification no. G.S.R. 11(E) dated 5th January 2010, issued by Ministry of Corporate Affairs, the Company is required to obtain Compliance Certificate from Company Secretary in practice. The Company had appointed DR Associates, Company Secretaries, as Secretarial Auditors of the Company to issue Compliance Certificate for the financial year ended 31st March 2014.

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.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement executed with Stock Exchanges, a Management Discussion & Analysis Report, Corporate Governance Report, Managing Director''s and Auditor''s Certificate regarding Compliance of conditions of Corporate Governance are made part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

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. The Company has not made any imported technology on its products. It has placed emphasis on development of indigenous technology.

FOREIGN EXCHANGE EARNING AND OUTGO

Foreign exchange earning 5935 USD

Foreign exchange outgo NIL

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

Place: New Delhi Date: 23th August 2014 Sd/- Sd/- Vivek Jain Vineet Jain (Managing Director) (Whole time Director & CFO) DIN: 01753065 DIN: 01823758

---

Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report and Audited Accounts of the Company for the period ended 31st March 2013:

PERFORMANCE OF THE COMPANY

(in Lacs)

PARTICULARS YEAR ENDED YEAR ENDED 31st MARCH 2013 31st MARCH 2012

Turnover 871.85 814.54

Other Income 10.75 5.03

Profit before Interest, Depreciation and Tax 92.53 92.83

Less: Interest 0.39 0.42

Depreciation 33.89 34.28

Net Profit before tax 58.25 58.13

Less: Provision for tax incl. deferred tax 11.61 11.82

Profit / (loss) after tax 46.64 46.31



DIVIDEND

Your Company has recorded a profit after tax of Rs. 46.64 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 2013.

DIRECTORS

Pursuant to Section 256 of the Companies Act, 1956, Mr. Vineet Jain and Mr. Vikram Vijh shall retire by rotation and being eligible has offered themselves for re-appointment.

Brief resume of the Directors seeking reappointment together with the no. of years of experience and names of companies in which he holds Directorships and membership of Board/Committee and number of shares held as stipulated under Clause 49 of the Listing Agreement are stated in the notice forming part of Annual Report.

OPERATIONS AND FUTURE PLANS

The Company has achieved total income of Rs. 8.71 Crores for the financial year ended 31st March 2013 and Net Profits after tax are of Rs. 46.64 Lacs. The Sales turnover has increased from Rs. 8.14 Crores to Rs. 8.71 Crores. The Board is striving hard to further increase the turnover and profits in the coming financial year.

PUBLIC DEPOSITS

Your Company, during the year under review, has not invited or accepted any fixed deposits from the public in terms of the provisions of section 58A of The Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES

Your Company has no employee in respect of whom the prescribed particulars are required to be furnished under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of the Employees) Rules, 1975, as amended from time to time.

DIRECTORS'' RESPONSIBILITY STATEMENT

Director''s Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956, is as follows:

i) That in the preparation of the Annual Accounts for the financial year ended on 31st March 2013, the applicable accounting standards have been followed along with proper explanation of material departures.

ii) That the Directors have 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 2012-13 and of the Profit and Loss for the period.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual Account for the financial year ended March 31, 2013 on a going concern basis.

AUDITOR''S AND AUDITOR''S REPORT

The Auditors M/s P V S P & Co., Chartered Accountants, New Delhi, retire at the ensuring Annual General Meeting and being eligible have offered themselves for re-appointment.

The Auditors Report is self explanatory and requires no comments.

COMPLIANCE CERTIFICATE

In view of the notification no. G.S.R. 11(E) dated 5th January 2010, issued by Ministry of Corporate Affairs, the Company is required to obtain Compliance Certificate from Company Secretary in practice. The Company had appointed DR Associates, Company Secretaries, as Secretarial Auditors of the Company to issue Compliance Certificate for the financial year ended 31st March 2013.

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.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement executed with Stock Exchanges, a Management Discussion & Analysis Report, Corporate Governance Report, Managing Director''s and Auditor''s Certificate regarding Compliance of conditions of Corporate Governance are made part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

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 optimium cost. The Company has not made any imported technology on its products. It has placed emphasis on development of indigenous technology.

FOREIGN EXCHANGE EARNING AND OUTGO

Foreign exchange earning 61230 USD

Foreign exchange outgo 5710 USD

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

Place: New Delhi

Date: 8th August 2013

Sd/- Sd/-

Vivek Jain Vineet Jain

(Managing Director) (Director)

---

Mar 31, 2012

The Directors have pleasure in presenting the Twenty Third Annual Report of the Company for the period ended 31st March 2012.

PERFORMANCE:

(Rs. in lacs)

PARTICULARS YEAR ENDED YEAR ENDED 31st MARCH 2012 31st MARCH 2011

Turnover 814.54 902.29

Other Income 5.03 91.03

Profit before Interest, Depreciation and Tax 92.84 174.29

Less: Interest 0.42 1.80

Depreciation 34.29 23.95

Net Profit before tax 58.13 148.54

Less: Provision for tax 11.82 (21.10)

Profit/(loss) after tax 46.31 169.64

DIVIDEND

Your Company has recorded a profit of Rs. 46.31 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 2012.

DIRECTORS

Pursuant to Section 256 of the Companies Act, 1956, Mr. Krishan Kumar Gupta and Mr. Sharad Aggarwal shall retire by rotation and being eligible has offered themselves for re-appointment.

Mr. Vijay Kumar Jain ceased to be the director of the Company due to his sad demise w.e.f. 27th December 2011.

Brief resume of the Director seeking reappointment together with the no. of years of experience and names of companies in which he holds Directorships and membership of Board/Committee and number of shares held as stipulated under Clause 49 of the Listing Agreement are stated in the notice forming part of Annual Report.

OPERATIONS AND FUTURE PLANS

The Company has achieved total income of Rs. 8.19 Crores for the financial year ended 31st March 2012 and Net Profits after tax is of Rs. 46.31 Lacs. The Sales turnover has decreased from Rs. 9.02 Crores to Rs. 8.14 Crores due to decrease in sales price. The Board is striving hard to increase the turnover and profits in the coming financial year.

PUBLIC DEPOSITS

Your Company, during the year under review, has not invited or accepted any fixed deposits from the public in terms of the provisions of section 58A of The Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES

Your Company has no employee in respect of whom the prescribed particulars are required to be furnished under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of the Employees) Rules, 1975, as amended from time to time.

DIRECTORS' RESPONSIBILITY STATEMENT

Director's Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956, is as follows:

i) That in the preparation of the Annual Accounts for the financial year ended on 31st March 2012, the applicable accounting standards have been followed along with proper explanation of material departures.

ii) That the Directors have 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 2011-12 and of the Profit and Loss for the period.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual Account for the financial year ended March 31, 2012 on a going concern basis.

AUDITOR'S AND AUDITOR'S REPORT

The Auditors M/s. PVSP & Co., Chartered Accountants, New Delhi, retire at the ensuring Annual General Meeting and being eligible have offered themselves for re-appointment.

The Auditors Report is self explanatory and requires no comments.

COMPLIANCE CERTIFICATE

In view of the notification no. G.S.R. 11(E) dated 5th January 2010, issued by Ministry of Corporate Affairs, the Company is required to obtain Compliance Certificate from Company Secretary in practice. The Company had appointed Mr. Atul Kumar, Company Secretary in practice, as Secretarial Auditors of the Company to issue Compliance Certificate for the financial year ended 31st March 2012.

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.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement executed with Stock Exchanges, a Management Discussion & Analysis Report, Corporate Governance Report, Managing Director's and Auditor's Certificate regarding Compliance of conditions of Corporate Governance are made part of the Annual Report.

CONSERVATION OF ENERGY

The company strives and works consistently to deploy new systems and equipments for conservation of energy.

TECHNOLOGY ABSORPTION

The Company always tries for development of better material at optimum cost. The Company has not made any imported technology on its products. It has always placed emphasis on development of indigenous technology.

FOREIGN EXCHANGE EARNING AND OUTGO

Foreign exchange earning NIL

Foreign exchange outgo NIL

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

Sd/- Sd/-

Vivek Jain Vineet Jain (Managing Director) (Director)

Place: New Delhi Date: 1st September, 2012

---

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Second Annual Report and Audited Accounts of the Company for the period ended 31st March 2010

PERFORMANCE:

Rs. (in lacs)

PARTICULARS YEAR ENDED YEAR ENDED

31st MARCH 2010 31st MARCH 2009

Turnover 714.36 547.66

Other Income 173.23 60.18

Profit before Interest,

Depreciation and tax 212.80 102.92

Less: Interest 6.68 12.90

Depreciation 21.76 22.19

Net Profit before tax 184.42 67.83

Less: Provision for tax (FBT) — 0.64

Profit / (loss) after tax 184.42 67.19

Balance carried forward to the Balance Sheet (306.78) (582.76)

DIVIDEND:

Your Company has recorded a profit of Rs. 184.42 lacs, but the Company being a sick Company and the Company shall need funds for the purpose of reviving the business, the Board of Directors do not recommend any dividend for the financial year ended 31st March 2010.

DIRECTORS:

Pursuant to Section 256 of the Companies Act, 1956, Mr. Vineet Jain shall retire by rotation and being eligible have offered himself for re-appointment.

Mr. Krishan Kumar Gupta, Mr. Sharad Aggarwal and Mr. Vikram Vijh were appointed as Additional directors of the Company in the meeting of Board of Directors held on 30th January 2010, and whose term of office shall be only upto the ensuing Annual General Meeting and in respect of whom the Company has received notice under section 257 for their appointment as Director shall be proposed to be appointed as directors. Mrs. Vinita Chopra has also been appointed as Special Director in terms of letter of Board of Financial and Industrial Reconstruction vide their letter 1st February 2010.

Brief resume of the Directors seeking appointment/ reappointment together with the no. of years of experience and names of companies in which they hold directorships and membership of Board/Committee and number of shares held as stipulated under Clause 49 of the Listing Agreement are stated in the notice forming part of Annual Report.

OPERATIONS AND FUTURE PLANS:

The Company has achieved total income of Rs. 8.87 Crores and Net Profits after tax is of Re. 184.42 Lacs. The Sales turnover has increased from Rs. 5.48 Crores to 7.14 Crores thereby increasing the Sales approx. Re. 1.66 Crores which is about 30 % increase over the last year turnover. The Board is striving hard to further increase the turnover and profits in the coming financial year.

PUBLIC DEPOSITS:

Your Company, during the year under review, has not invited or accepted any fixed deposits from the public in terms of the provisions of section 58A of The Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES:

Your Company has no employee in respect of whom the prescribed particulars are required to be furnished under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of the Employees) Rules, 1975, as amended vide Notification No. GSR 288 (E) dated 17.04.2002.

DIRECTORS RESPONSIBILITY STATEMENT:

Directors Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956, is as follows:

i) That in the preparation of the Annual Accounts for the financial year ended on 31st March 2010, the applicable

accounting standards have been followed along with proper explanation of material departures. ii) That the directors have 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 for the period. iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) That the Directors have prepared the Annual Account for the financial year ended March 31, 2010 on a going concern basis.

AUDITORS REPORT:

The Auditors M/s P V S P & Co., Chartered Accountants, New Delhi, retire at the ensuring Annual General Meeting and being eligible have offered themselves for re-appointment.

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.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report is given in Annexure forming part of this report.

CORPORATE GOVERNANCE REPORT:

As per the requirements of Clause 49 of the Listing Agreement a separate report on Corporate Governance is given in Annexure, which forms part of this report. The Auditors Certificate on compliance under Corporate Governance is also annexed.

CONSERVATION OF ENERGY:

The company strives and works consistently to deploy new systems and equipments for conservation of energy.

TECHNOLOGY ABSORPTION:

The Company always tries for development of better material at optimum cost. The Company has not made any imported technology on its products. It has always placed emphasis on development of indigenous technology.

FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign exchange earning NIL

Foreign exchange outgo 2888.56 USD

ACKNOWLEDGEMENTS:

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

Place: New Delhi

Date: 4th September, 2010

Sd/-

(Vivek Jain) Chairman

---

Mar 31, 2009

The Directors have pleasure in presenting the Twenty First Annual Report and Audited Accounts of the Company for the period ended 31st March 2009.

PERFORMANCE:

Rs. (in lacs)

PARTICULARS YEAR ENDED YEAR ENDED 31st MARCH 2009 31st MARCH 2008

Turnover 547.66 382.66

Other Income 86.22 454.31

Profit before Interest, Depreciation and tax 102.91 485.14

Less: Interest 12.89 14.08

Depreciation 22.19 23.30

Net Profit before tax 67.83 447.76

Less: Provision for tax (FBT) 0.64 0.56

Profit / (loss) after tax 67.19 447.20

Balance carried forward to the Balance Sheet (582.76) (655.56)

DIVIDEND:

Your company has recorded a profit of Rs. 67.83 lacs, but the Company being a sick Company and the company shall need funds for the purpose of reviving the business, the Board of Directors do not recommend any dividend for the financial year ended 31st March 2009.

OPERATIONS AND FUTURE PLANS:

The Company has achieved total income of Rs. 6.33 Crores and Net Profits after tax is of Re. 67.83 Lacs. The Sales turnover has increased from Rs. 3.83 Crores to 5.48 Crores thereby increasing the Sales approx. Re. 1.65 Crores which is about 43 % increase over the last year turnover. The Board is striving hard to further increase the turnover and profits in the coming financial year.

PUBLIC DEPOSITS:

Your company, during the year under review, did not invite, accept or renewed any deposits from the public to which the provisions of section 58Aof The Companies Act, 1956, would apply.

PARTICULARS OF EMPLOYEES:

Your company has no employee in respect of whom the prescribed particulars are required to be furnished under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of the Employees) Rules, 1975, as amended vide Notification No. GSR 288 (E) dated 17.04.2002.

DIRECTORS RESPONSIBILITY STATEMENT:

Directors Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956, is as follows:

i) That in the preparation of the Annual Accounts for the financial year ended on 31st March 2009, the applicable accounting standards have been followed along with proper explanation of material departures.

ii) That the directors have 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 for the period.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual Account for the financial year ended March 31, 2009 on a going concern basis.

AUDITORS REPORT:

The Auditors M/s P V S P & Co., Chartered Accountants, New Delhi, retire at the ensuring Annual Genera. Meeting and being eligible have offered themselves for re-appointment.

CORPORATE GOVERNANCE:

The Board has implemented some of the steps in Corporate Governance as specified in Clause 49 of the Listing Agreement. However, the Board is committed to adopt the corporate governance by the end of the financial year ended 31s March 2010.

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.

FIXED DEPOSITS:

The company has not accepted any deposit covered by companies (Acceptance of deposit) Rules, 1975.

TECHNOLOGY ABSORPTION:

The company always tries for development of better material at optimum cost. The company has not made any imported technology on its products. It has always placed emphasis on development of indigenous technology.

FOREIGN ECHANGE EARNING AND OUTGO:

Foreign exchange earning NIL

Foreign exchange outgo NIL

ACKNOWLEDGEMENTS:

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

Place: New Delhi

Date: 1st September, 2009 Sd/-

(Vivek Jain)

Chairman