Directors Report of Duropack Ltd.

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