duropack limited · 2010-10-26 · duropack limited corporate information board of directors 1....

22st

ANNUAL REPORT2009-10

DUROPACK LIMITED

DUROPACK LIMITED

CORPORATE INFORMATIONBOARD OF DIRECTORS1. SHRI VIVEK JAIN (MANAGING DIRECTOR)2. SHRI VIJAY KUMAR JAIN (WHOLE TIME DIRECTOR)3. SHRI VINEET JAIN (WHOLE TIME DIRECTOR)4. SMT VINITA CHOPRA (NOMINEE DIRECTOR)5. SHRI KRISHAN KUMAR GUPTA (ADDITIONAL DIRECTOR)6. SHRI SHARAD AGGARWAL (ADDITIONAL DIRECTOR)7. SHRI VIKRAM VIJH (ADDITIONAL DIRECTOR)

AUDITORSM/S PVSP & CO.(CHARTED ACCOUNTANTS)B-4/148, SAFDARJUNG ENCLAVE, NEW DELHI-110029

REGISTERED OFFICE3123, SECTOR-D, POCKET-III, VASANT KUNJ,NEW DELHI-110070

ADMINISTRATIVE OFFICEB-4/160, SAFDARJUNG ENCLAVE, NEW DELHI-110029 (INDIA)

WORKSVillage Panchor,84, K.M. Stone, Delhi Jaipur Highway,Rewari, Haryana.

REGISTRAR AND TRANSFER AGENTSAbhipra Capital LimitedAbhipra Complex, A-307Dilkush Industrial Area,G.T. Road, Azadpur, Delhi-110033Ph.: 01-11-42390909Fax: 91-11-42390830

CONTENTS PAGE NO.1. NOTICE 1-32. DIRECTOR’S REPORT 4-63. CORPORATE GOVERNANCE REPORT 7-124. COMPLIANCE CERTIFICATE 13-155. AUDITOR’S REPORT 16-186. BALANCE SHEET 197. PROFIT & LOSS ACCOUNT 208. SCHEDULE 1-16 21-309. CASH FLOW STATEMENT 3110. ATTENDANCE SLIP & PROXY FORM 32

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DUROPACK LIMITED

NOTICE

NOTICE is hereby given that the Twenty Second Annual General Meeting of the Members of DURO PACK LIMITED willbe held on Thursday, 30 th day of September, 2010 at 10:00 A.M at the Registered Office of the Company at3123, Sector-D, Pocket-III, Vasant Kunj, New Delhi-110 070 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider, and adopt the Audited Balance Sheet of the Company as at 31st March, 2010 and Profit & LossAccount for the year ended on that date together with the Auditor’s and Director’s reports thereon.

2. To appoint a director in place of Mr. Vineet Jain, who retires by rotation and, being eligible offers himself for re-appointment.

3. To appoint M/s P V S P & Co., Chartered Accountants as Statutory Auditors of the Company, who retire at theconclusion of this Annual General Meeting, to hold office from the conclusion of this Annual General Meeting untilthe conclusion of the next Annual General Meeting with the authority to the Board of Directors of the Company to fixtheir remuneration.

SPECIAL BUSINESS:

4. RESOLVED THAT pursuant to the provisions of section 257 and all other applicable provisions, if any, of the CompaniesAct, 1956, Mr. Krishan Kumar Gupta who was appointed as the Additional Director of the Company and who holdsoffice up to the date of this Annual General Meeting and being eligible, offers himself for appointment and in respectof whom the Company has received notice in writing from a member, pursuant to the provisions of Section 257 of theCompanies Act, 1956, signifying his intention to propose the candidature of Mr. Krishan Kumar Gupta for the officeof Director, be and is hereby appointed as director of the Company.

5. RESOLVED THAT pursuant to the provisions of section 257 and all other applicable provisions, if any, of the CompaniesAct, 1956, Mr. Sharad Aggarwal who was appointed as the Additional Director of the Company and who holds officeup to the date of this Annual General Meeting and being eligible, offers himself for appointment and in respect ofwhom the Company has received notice in writing from a member, pursuant to the provisions of Section 257 of theCompanies Act, 1956, signifying his intention to propose the candidature of Mr. Sharad Aggarwal for the office ofDirector, be and is hereby appointed as director of the Company.

6. RESOLVED THAT pursuant to the provisions of section 257 and all other applicable provisions, if any, of the CompaniesAct, 1956, Mr. Vikram Vijh who was appointed as the Additional Director of the Company and who holds office up tothe date of this Annual General Meeting and being eligible, offers himself for appointment and in respect of whomthe Company has received notice in writing from a member, pursuant to the provisions of Section 257 of the CompaniesAct, 1956, signifying his intention to propose the candidature of Mr. Vikram Vijh for the office of Director, be and ishereby appointed as director of the Company.

By Order of the BoardFor Duropack Limited

Place: New DelhiDate: 4th September, 2010

Sd/-(Vivek Jain)Chairman

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DUROPACK LIMITED

N O T E S:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TOATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURSBEFORE THE MEETING. A BLANK PROXY FORM IS APPENDED.

2. The Register of Members and Share Transfer Books of the Company shall remain closed from 25th September, 2010to 30th September, 2010 (both days inclusive).

3. The Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956, in relation to items nos. 4 to 6,is annexed hereto.

4. Members are requested to intimate the change, if any, in their registered address with us at the earliest.5. Members/Proxies should bring the attendance slips sent herewith duly filled alongwith a Photo ID card in the meeting.6. Members seeking any information on the Accounts are requested to write to the Company at least ten days in

advance, so that information can be made available at the meeting.7. All documents referred to in the accompanying notice are open for inspection at the registered office of the company

during the office hours on all working days between 10.00 A.M. to 1.00 P.M., upto the date of Annual GeneralMeeting

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

Item No. 4, 5, 6

Mr. Krishan Kumar Gupta, Mr. Sharad Aggarwal and Mr. Vikram Vijh were appointed as Additional Director of the Companyon 30th January 2010 by the Board of Directors of the Company under Section 260 of the Companies Act, 1956. Accordingto the provisions of Section 260 of the Companies Act, 1956, they hold office as Director only up to the date ofensuing Annual General Meeting. As required by Section 257 of the Companies Act, 1956, a notice has been received from member signifying his intention to propose him as Director along with deposit of Rs. 500/-.

Your Directors are of the opinion that the Company will immensely benefit from the association of the aforesaid directors.The Board recommends the resolutions set out in item no. 4, 5 and 6 of the notice for your consideration & approval.

None of the Director of the Company other than Mr. Krishan Kumar Gupta, Mr. Sharad Aggarwal and Vikram Vijh,pertaining to their respective appointment, is in any way concerned or interested in the resolution.

By Order of the BoardFor Duropack Limited

Place: New DelhiDate: 4th September, 2010 Sd/-

(Vivek Jain)Chairman

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DUROPACK LIMITED

BRIEF RESUME OF THE DIRECTORS PROPOSED FOR RE-APPOINTMENT/ APPOINTMENT AT THE 22ND ANNUALGENERAL MEETING VIDE ITEMS NO. 2 OF THE NOTICE

PARTICULARS

Name Sh. Vineet Jain

Father’s/ Husband’s Name Sh. V.K. Jain

Date of Birth 03.03.1967

Official Address B-4/160, Safdarjung Enclave,New Delhi – 110 029 (INDIA)

Qualifications Graduate in Commerce

Experience 43 Years

Directorship in othe Public Limited Companies Eastman Industries Ltd

Membership of Committees Remuneration Committee(In Duropack Limited)

BRIEF RESUME OF THE DIRECTORS PROPOSED FOR RE-APPOINTMENT/ APPOINTMENT AT THE 22ND ANNUALGENERAL MEETING VIDE ITEMS NO. 4, 5, & 6 OF THE NOTICE

PARTICULARS

Name Krishan Kumar Gupta Sharad Aggarwal Vikram Vijh

Father’s/Husband’s Name Sh. Jado Ram Gupta Sh. Onkar Nath Agarwal Sh. Ved Prakash Vijh

Date of Birth 05.09.1961 24.11.1966 22.09.1966

Official Address S-418 GK-II, ¼ Patel Road, 108 New JawaharNew Delhi Jullundur Cantt (Pb) Nagar, Jalandhar

Qualifications B Com Chartered Accountant Chartered Accountant

Experience 25 years 20 years 20 years

Directorship in Nil Motor & General Finanace NilOther Public Ltd, India Lease andLimited Development Ltd

Bahubali Services Ltd

Membership of Audit Committee Remuneration Committee Shareholder GrievanceCommittees Remuneration Audit Committee Committee Audit

Committee Shareholder (Duropack Limited) CommitteeGrievance Committee(Duropack Ltd) (Duropack Limited)

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DUROPACK LIMITED

DIRECTOR’S REPORT

To The Members,

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

PERFORMANCE: Rs. (in lacs)

PARTICULARS YEAR ENDED YEAR ENDED31ST MARCH 2010 31ST MARCH 2009

Turnover 714.36 547.66Other Income 173.23 60.18

Profit before Interest,Depreciation and tax 212.80 102.92Less: 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 shallneed funds for the purpose of reviving the business, the Board of Directors do not recommend any dividend for thefinancial 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 haveoffered himself for re-appointment.

Mr. Krishan Kumar Gupta, Mr. Sharad Aggarwal and Mr. Vikram Vijh were appointed as Additional directors of the Companyin the meeting of Board of Directors held on 30th January 2010, and whose term of office shall be only upto the ensuingAnnual General Meeting and in respect of whom the Company has received notice under section 257 for their appointmentas Director shall be proposed to be appointed as directors. Mrs. Vinita Chopra has also been appointed as SpecialDirector 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 andnames of companies in which they hold directorships and membership of Board/Committee and number of shares heldas 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 Salesturnover has increased from Rs. 5.48 Crores to 7.14 Crores thereby increasing the Sales approx. Re. 1.66 Crores whichis about 30 % increase over the last year turnover. The Board is striving hard to further increase the turnover and profitsin 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 theprovisions of section 58A of The Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

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DUROPACK LIMITED

PARTICULARS OF EMPLOYEES:Your Company has no employee in respect of whom the prescribed particulars are required to be furnished under section217(2A) of the Companies Act, 1956 read with Companies (Particulars of the Employees) Rules, 1975, as amended videNotification No. GSR 288 (E) dated 17.04.2002.

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 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 atthe 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 inaccordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and forpreventing 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 goingconcern basis.

AUDITOR‘S REPORT:The Auditors M/s P V S P & Co., Chartered Accountants, New Delhi, retire at the ensuring Annual General Meeting andbeing 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 declarationand hard work put in by the employees at their levels.

MANAGEMENT DISCUSSION & ANALYSIS REPORTManagement 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 inAnnexure, which forms part of this report. The Auditors Certificate on compliance under Corporate Governance is alsoannexed.

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 importedtechnology on its products. It has always placed emphasis on development of indigenous technology.

FOREIGN EXCHANGE EARNING AND OUTGO:Foreign exchange earning NILForeign exchange outgo 2888.56 USD

ACKNOWLEDGEMENTS:Your Directors wish to place on record their appreciation for the overwhelming co-operation and assistance received fromShareholders, Banks, Business Associates and Customers. Your directors are grateful for the support extended by them.

For and on behalf of BoardFOR DUROPACK LIMITED



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DUROPACK LIMITED

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE & DEVELOPMENTS

The Company operates in the single business segment of manufacturing of flexible packaging products like laminatesand platic pouches and holographic products. This sector of packaging is witnessing intense competition from numerousplayers in the country. The competition in the market place has also intensified as a result of low cost competition andopening up of the economy.

OPPORTUNITIES, THREATS, RISKS AND CONCERNS

The Company had the opportunity to increase the sales as there was growing demand coupled with price rise of theproducts. The Company seeks lots of opportunities in the packaging market in future. The Company anticipates theincreasing demand of flexible packaging because of development of retail selling in the country. However price fluctuationsin the raw material prices is a concern.

SEGMENT PERFORMANCE

Due to the intense competition in the segment of flexible laminate there are number of players in this segment of business.The Company is striving to have the competitive position in the business segment of flexible laminates and making allefforts to increase the turnover in this segment.

INTERNAL CONTROL SYSTEM & THEIR ADEQUACY

The Company has a good system of internal controls in all sphere of its activity. The internal control system is supplementedby effective Internal Audit. The audit committee regularly reviews the findings of the internal auditors and effective stepsto implement the suggestion /observation of the auditors are taken and monitored regularly. In the opinion of the Board,an effective internal control system commensurate to the size of the Company exists.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The Company has achieved total income of Rs. 8.87 Crores and Net Profits after tax is of Re. 184.42 Lacs. The Salesturnover has increased from Rs. 5.48 Crores to 7.14 Crores thereby increasing the Sales approx. Re. 1.66 Crores whichis about 30 % increase over the last year turnover.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES /INDUSTRIAL RELATIONS FRONT, INCLUDING THE NUMBEROF PEOPLE EMPLOYED.

The Company has employees and the cordial relations were maintained with all of them through out the year. The Boardof the Company wishes to place on record its appreciation to all the employees for their sustained efforts in improving thecapacity utilization and operational efficiency.

The Company has initiated many steps in career and personality development of the employees belonging to differentdepartments. The employees attended seminars and other training programs to enhance their skills and knowledge.

To motivate and to get the best results from the employees the Company has the performance based incentive schemefor its entire management & office cadre.

CAUTIONARY STATEMENT

Statement in this report describing the Company’s position and expectations may be “forward statements” with in themeaning of applicable securities laws or regulations. Actual result could differ materially from those expressed or implied.Important factors that could make the difference to the Company’s operations include, among others, economic conditionaffecting demand/supply and the price condition in the market in which the Company operates changes in the Governmentregulations, Tax laws and other statutes and incidental factors.

By and on Behalf of Board of Director


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DUROPACK LIMITED

CORPORATE GOVERNANCE REPORT(IN COMPLIANCE OF CLAUSE 49 OF LISTING AGREEMENT)

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

The Company philosophy on corporate governance is aimed at strengthening confidence among shareholders, customersand employees and ensuring a long term relationship of trust by maintaining transparency and disclosure. The philosophyis backed by principles of concern, commitment, ethics, excellence and learning in all its acts and relationships withstakeholders, customers and associates. The objective of Company is not only to meet the statutory requirement of thefollowing corporate governance as prescribed under clause 49 of the listing aggrement, but to develop such systems andfollow such practices and procedures as would make the management completely transparent and accountable in itsinteraction with employees, shareholders, lending institutions and its customers, thereby enhancing the shareholders’value and protecting interest of the shareholders.

2. BOARD OF DIRECTORS

A. CONSTITUTION OF THE BOARD AS ON 31ST MARCH 2010

The business of the Company is managed by the board of directors. The Board of Directors comprises a combination ofexecutive and non executive Directors. The Board mix provides a combination of professionalism, knowledge, performancereview, monitoring of plans and procedures. The Board of Directors comprises of Mr. Vivek Jain, Mr. Vijay Kumar Jain,Mr. Vineet Jain, Mrs. Vinita Chopta, Mr. Krishan Kumar Gupta, Mr. Sharad Aggarwal, Mr. Vikram Vijh on 31st March 2010.

Name of Director Category Number of Directorship in other Public Ltd. Companies as on 31st March 2010

Number of committee position in other public ltd. companies as on 31st March 2010

Chairman Member Chairman Member Mr. Vivek Jain Managing Director –

Executive Director Nil Nil Nil Nil

Mr. Vijay Kumar Jain Whole-time Director – Executive Director

Nil Nil Nil Nil

Mr. Vineet Jain Whole-time Director– Executive Director

Nil 1 Nil Nil

Mrs. Vinita Chopra Special Director in pursuance of BIFR Letter

Nil Nil Nil Nil

Mr. Krishan Kumar Gupta Independent Director Nil Nil Nil Nil Mr. Sharad Aggarwal Independent Director Nil 2 Nil Nil Mr. Vikram Vijh Independent Director Nil Nil Nil Nil

B. NO. OF BOARD MEETINGS HELD

During the year 2009-2010, the Board of Directors met 7 times on the following dates:

1/04/2009, 29/04/2009, 30/04/2009, 30/07/2009, 01/09/2009, 31/10/09, 30/01/10

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DUROPACK LIMITED

C. ATTENDANCE RECORD OF THE DIRECTORS AT MEETINGS OF THE BOARD AND OF THE MEMBERS.

The attendance record of the directors is as under:NAME OF DIRECTOR BOARD MEETINGS LAST AGM

Mr. Vivek Jain 7 Yes Mr. Vijay Kumar Jain 7 Yes

Mr. Vineet Jain 7 Yes

Mrs. Vinita Chopra N.A. N.A. Mr. Krishan Kumar Gupta 1 N.A.

Mr. Sharad Aggarwal 1 N.A.

Mr. Vikram Vijh 1 N.A.

3. COMMITTEE OF THE BOARD

AUDIT COMMITTEEThe list of the members of audit committee and their attendance in the First Audit Committee meeting held on 30th

January 2010 are as follows:

Name of Director Category

Attendance Particulars

Remarks

Mr. Vikram Vijh Independent Director 1 ----

Mr. Sharad Aggarwal Independent Director 1 ----

Mr. Krishan Kumar Gupta Independent Director 1 ----

Mr. Vivek Jain Managing Director 1 ----

Mrs. Vinita Chopra

Nominee Director of BIFR Nil Appointed w. e. f. 30th January 2010

The Audit Committee’s terms of reference conforms to Section 292 A of the Companies Act, 1956 as well as clause 49 ofthe Listing Agreement.

4. SHAREHOLDER\INVESTOR GRIEVANCE COMMITTEEThis committee is vested with the requisite power and authorities to specifically look into the redressal of shareholder andinvestor grievances.

No. of investor Queries / complaints received in the year

2009-2010

Pending at the end of the year

No. of pending share transfer

25 NIL NIL

The list of members of the committee along with the meeting attended by them in the First Shareholder CommitteeMeeting.

Name of Director Attendance Particulars Remarks

Mr. Krishan Kumar Gupta 1 ----

Mr. Vikram Vijh 1 ----

Mr. Vivek Jain 1 ----

Mr. Vivek Jain, Managing Director of the Company is the Compliance Officer of the Company. The status of complianceis reported to the Board of Directors through the minutes of the committee Meeting of the Shareholder/Investor Grievancescommittee.

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DUROPACK LIMITED

5. REMUNERATION COMMITTEEThe Remuneration Committee inter alia, deals with all elements of remuneration of all whole time Directors, servicecontracts, notice periods, severance payments etc.

There was no meeting of remuneration committee.

S.No. Name of the Director Category Designation 1. Mr. Sharad Aggarwal Independent Director Member

2. Mr. Krishan Kumar Gupta Independent Director Member

3. Mr. Vineet Jain Whole time Director Member

REMUNERATION POLICYThe remuneration of directors is determined keeping in view the overall limits of section 198 and 309 of the CompaniesAct, 1956. No director of the Company is paid remuneration exceeding 5% of the net profits of the Company.

PARTICULARS OF DIRECTOR’S REMUNERATION: SITING FEES, SALARY, PERQUISITES AND COMMISSION

Name of Director Sitting Fees

Commission on Profits

Salary & allowances

Contribution to Provident Fund

Total

Mr. Vivek Jain --- --- 360000 --- 360000

Mr. Vijay Kumar Jain --- --- 360000 --- 360000

Mr. Vineet Jain --- --- 360000 --- 360000

Mrs. Vinita Chopra --- --- --- --- ---

Mr. Krishan Kumar Gupta --- --- --- --- ---

Mr. Sharad Aggarwal --- --- --- --- ---

Mr. Vikram Vijh --- --- --- --- ---

6. GENERAL BODY MEETINGSThe last three Annual General Meetings of the Company were held at the registered office of the Company at 3123,Sector D, Pocket-III, Vasant Kunj, New Delhi-110070 as on 28th September 2007, 30th September 2008, and 30th September2009 respectively

During the preceding financial year, no resolution was passed through postal ballot.

7. DISCLOSURES

MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTION

The transactions with related parties have been discussed in the Balance Sheet as at March 31, 2010, and the Profit andLoss Account for the year ended on that date which forms a part of this Annual Report. The related party transactions areplaced before the Board of Directors for their consideration and approval. The Company did not have any materialsignificant policy which may have potential conflict with the interest of the Company.

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DUROPACK LIMITED

DETAILS OF NON-COMPLIANCE BY THE COMPANY, PENALTIES, AND STRICTURES IMPOSED ON THE COMPANYBY STOCK EXCHANGE OR SEBI OR ANY STATUTORY AUTHORITY OR ANY MATTER RELATING TO CAPITALMARKET.

There were no instances of non-compliance of any matter mentioned above.

RISK MANAGEMENTThe Company has adopted a Risk Management Policy. It has laid down procedures to inform Board members about thepotential risks, their assessment and control. These procedures are periodically reviewed to ensure that executivemanagement controls risk by means of properly defined framework of policies and strategies.

8. MEANS OF COMMUNICATIONThe Company publishes its quarterly, half yearly and annual Financial Results in the Pioneer (English) & Hari Bhumi(Hindi) newspaper. Information at the time of declaration of results is sent to all stock exchanges where the shares of theCompany are listed for trading.

9. GENERAL SHAREHOLDER INFORMATIONAGM, BOOK CLOSURE AND FINANCIAL YEAR DETAILS,The Annual General Meeting of the Company shall be held on Thursday, 30th September 2010, at 10.00 A.M. at 3123,Sector D, Pocket-III, Vasant Kunj, New Delhi-110070

Book closure period is from 25th September to 30th September 2010 (Both days Inclusive).

The Corporate Governance Report relates to Financial Year 2009-2010.

LISTING ON STOCK EXCHANGESThe Company’s Equity Shares are listed on Mumbai, Delhi, Ahmedabad and Ludhiana Stock Exchanges.

The ISIN Number of DURO PACK LIMITED on both NSDL and the CDSL is INE 138B01018.

There was no trading of shares in any Stock Exchange, where the Company is listed, therefore the Low, High quotationare not available.

SHARES HELD IN PHYSICAL AND DEMATERIALIZATION FORM:As on 31st March 2010 (54 .56%) of shares were held in dematerialized form and rest in physical form.

DISTRIBUTION OF HOLDINGThe Promoter holds 69.09 % and Public Shareholders including Corporate Shareholders hold 30.91 % of Shareholding.

REGISTRAR AND TRANSFER AGENTThe Registrar and Transfer Agent isAbhipra Capital LimitedAbhipra Complex, A-307, Dilkush Industrial AreaG.T. Road, Azadpur, Delhi-110033Ph: 01-11-42390909, Fax: 91-11-42390830

ADDRESS FOR CORRESPONDENCEThe Shareholders can contact to Registrars and Share Transfer Agents for share transfer and related queries

Abhipra Capital LimitedAbhipra Complex, A-307, Dilkush Industrial AreaG.T. Road Azadpur, Delhi-110033Ph: 01-11-42390909, Fax: 91-11-42390830

Company (for general assistance)

DURO PACK LIMITED B-4/160 Safdarjung Enclave, New Delhi 29 Ph. No. 011-26183275, 26181611. Email :[email protected]

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DUROPACK LIMITED

MANAGEMENTA. The Management Discussion and analysis report

The annual report contains a detailed chapter on management analysis and report.

B. Disclosures by Management to the Board

All details relating to the financial and commercial transactions where Directors may have a potential interest areprovided to the Board.

10. AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCEAs required by clause 49 of the listing Agreement, the Auditors Certificate is given as Annexure to the Directors report.

11. CEO and CFO CertificationAs required by clause 49 of the listing Agreement, the CEO/CFO certification is annexed and forms part of this annualreport.

CERTIFICATION TO THE BOARD PURSUANT TO CLAUSE 49(V) OF THE LISTING AGREEMENTThis is to certify that:

(a) We have reviewed financial statements and the cash flow statement for the year ended 31st March 2010 and that tothe best of our knowledge and belief:(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements

that might be misleading;(ii) these statements together present a true and fair view of the company’s affairs and are in compliance with

existing accounting standards, applicable laws and regulations.(b) There are, to the best of out knowledge and belief, no transactions entered into by the company during the year

which are fraudulent, illegal or violative of the company’s code of conduct.(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have

evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we havedisclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls,if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

(d) We have indicated to the auditors and the Audit committee:(i) significant changes in internal control over financial reporting during the year;(ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes

to the financial statements; and(iii) That no instances of significant fraud have came to our notice.

FOR DUROPACK LIMITED



The Board of DirectorsDuropack Limited

Dear Sirs,

It is hereby certified that the members of the Board of Directors of the Company and the Management Personnel haveaffirmed the compliance with the code of conduct adopted by the Company for the financial year ended March 31, 2010in terms of clause 49 I (D) of the Listing Agreement.

Place: New DelhiDate: 4th September, 2010 Sd/-

(Vineet Jain)Whole time DirectorIncharge of Finance

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DUROPACK LIMITED

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DUROPACK LIMITED

COMPLIANCE CERTIFICATE

Registration No.: L74899DL1986PLC025835 Nominal Capital: Rs. 15 Crore

The MembersDUROPACK LIMITED3123, Sector D, Pocket –III,Vasant Kunj, New Delhi-110070

We have examined the registers, records, books and papers of DUROPACK LIMITED, as required to be maintainedunder the Companies Act, and the rules made there under and also the provisions contained in the Memorandum andArticles of Association of the Company for the financial year ended on 31st March, 2010. In our opinion and to the best ofour information and according to the examination carried out by us and explanations furnished to us by the Company, itsofficers and agents, we certify that in respect of the aforesaid financial year:1. The Company has kept and maintained all registers as stated in Annexure ‘A’ to this certificate, as per the provisions

and the rules made there under and all entries therein have been duly recorded.2. The Company has filed the forms and returns as stated in Annexure ‘B’ to this certificate, with the Registrar of

Companies, Regional Director, Central Government, Company Law Board or other authorities within the time prescribedunder the Act and the rules made thereunder.

3. The Company, being a Public Limited Company, comments are not required.4. The Board of Directors duly met Seven times on 01st April, 2009, 29th April 2009, 30th April 2009, 30st July 2009, 1st

September 2009, 31st October 2009 and 30th January 2010 in respect of which meetings proper notices were givenand the proceedings were properly recorded and signed including circular resolutions passed in the Minute Bookmaintained for the purpose.

5. The Company closed its Register of Members from 25th September, 2009 to 30th September, 2009 and the Companyhas not published the advertisement as defined under section 154 of the Act. However, the Company has notmaintained any Register of Debenture holders, as there was no debenture issued by the Company.

6. The Annual General Meeting for the financial year ended March 31, 2009 was held on September 30, 2009 aftergiving due notice to the members of the Company and other concerned and the resolution passed thereat were dulyrecorded in the minutes book maintained for the purpose.

7. No Extra-Ordinary General meeting was held during the financial year.8. The Company has not advanced any loans to its directors or persons or firms or companies referred to under section

295 of the Act.-9. The Company has not entered into any contracts falling within the purview of section 297 of the Act.10. The Company has made necessary entries in the register maintained under section 301 (3) of the Act.11. As there were no instances falling within the purview section 314 of the Act, the Company has not obtained any

approvals from the Board of Directors, members or Central Government.12. The Company has not issued any duplicate share certificates during the financial year.13. The Company has:

a. Delivered all the certificates on transfer of equity shares, however there was no allotment/ transmission ofsecurities during the financial year.

b. Not required to deposit any amount in a separate bank account as no dividend was declared during the financialyear.

c. Not required to post warrants to any member of the company as no dividend was declared during the financialyear.

d. No amount lying in the Books of Accounts in respect of Application Money due for refund, Matured Deposits,Matured Debentures and the interest accrued thereon. However, the Company has not transferred the amountsin unpaid dividend account amounting to Rs. 417567 which have remained unclaimed or unpaid for a period ofseven years to Investor Education and Protection Fund.

e. Duly complied with the requirement of section 217 of the Companies Act, 1956.14. The Board of Directors of Company is duly constituted. There was appointment of Mr. Vikram Vijh, Mr. Sharad

Aggarwal and Mr. Krishan Kumar Gupta as additional director and there was appointment of Ms. Vinita Chopra asSpecial Director appointed by Board of Industrial and Financial Reconstruction on the Board of Directors of theCompany. However, there was no other appointment of any additional directors, alternate directors, directors to fillcasual vacancies, during the financial year.

14

DUROPACK LIMITED

15. There was re-appointment of Mr. Vivek Jain as Managing Director of the Company and also re-appointment of Mr.V.K. Jain and Mr. Vineet Jain as whole time director w.e.f. 1st April 2009 and the Company has complied all theprovisions of the Section 269 read with Schedule XIII to the Act.

16. The Company has not appointed any sole-selling agents during the financial year.17. The company was not required to obtain any approvals of the Central Government, Company Law Board, Regional

Director, Registrar and/or such authorities prescribed under the various provisions of the Act during the financialyear.

18. The directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisionsof the Act and the rules made thereunder.

19. The Company has not issued equity Shares/debentures/other securities during the financial year.20. The Company has not bought back any share during the financial year.21. There was no redemption of preference shares or debentures during the financial year, as the Company has not

issued any preference share or debenture.22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and

bonus shares pending registration of transfer of shares.23. The Company has not invited/accepted any deposits falling within the purview of Section 58A during the financial

year under review.24. The Company has borrowings within the limits specified under Section 293 of the Act.25. The Company has not made any Investments and loans and advances or given guarantees or provided securities to

other body corporate and consequently no entries have been made in the register kept for the purpose.26. The Company has not altered the provisions of the memorandum with respect to situation of the Company’s registered

office from one State to another during the year under scrutiny.27. The Company has not altered the provisions of the memorandum with respect to objects of the Company during the

year under scrutiny.28. The Company has not altered the provisions of the memorandum with respect to name of the Company during the

year under scrutiny.29. The Company has not altered the provisions of the Memorandum with respect to the share capital of the Company

during the year under scrutiny.30. The Company has not altered its Articles of Association during the financial year.31. There was no prosecution initiated against the Company or show cause notices received by the Company and no

fines or penalties or any other punishment imposed on the Company during the financial year, for offences under theAct.

32. The Company has not received any money as security from its employees during the financial year under section417 of the Act.

33. The Company has not deducted any contribution towards Provident Fund under Section 418 of the Act, during thefinancial year.

For DR AssociatesCompany Secretaries

Place: New DelhiDated: 04th September, 2010

DEEPAK GUPTA(Partner)CP. No.: 4629

15

DUROPACK LIMITED

Annexure - A: Registers as maintained by the Company

S. No. Particulars Under Section

1 Register of Members u/s 1502 Minutes Book for the meetings of Directors u/s 1933 Minutes book for shareholders meetings u/s 1934 Register of Contracts in which Directors are Interested u/s 3015 Register of directors, managing /whole time directors u/s 3036 Register of Directors Shareholding u/s 3077 Register of Loans and Investments u/s 372A

Annexure – B:

Forms and Returns as filed by the Company with Registrar of Companies, Regional Director, Central Government orother authorities during the financial year ending on 31st March, 2010.

S. No. Form No./Return Filed U/s Date of filing Whether filed within If delay in filing,prescribed time whether requisiteYes/No additional fees paid

or not

1 Form 66 383A 10/10/2009 Yes N.A.2 Form 23AC & ACA 220 12/10/2009 Yes N.A.3 Form 25C 269 14/10/2009 No Yes4 Form 25C 269 14/10/2009 No Yes5 Form 25C 269 14/10/2009 No Yes6 Form 23 192 14/10/2009 Yes N.A.7 Form 32 303 14/10/2009 No Yes8 Form 20B 159 21/10/2009 Yes N.A.9 Form 17 135 02/02/2010 Yes N.A.10 Form 32 303 09/02/2010 Yes N.A.

16

DUROPACK LIMITED

AUDITORS’ REPORTTO THE MEMBERS OF DUROPACK LTD.

1) We have audited the attached Balance Sheet of DUROPACK LTD as at 31st March 2010, and also the Profit and lossAccount for the period ended on that date annexed thereto. These financial statements are the responsibility of theCompany’s Management. Our responsibility is to express an opinion on these financial statements based on ouraudit.

2) We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amountsand disclosures in the financial statements. An audit also includes assessing the accounting principles used andsignificant estimates made by the management, as well as evaluating the overall financial statement presentation.We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditors’ Report) Order, 2003 issued by the Central Government of India in terms ofsub section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the mattersspecified in paragraphs 4 & 5 of the said order.

4) Further to our comments in the Annexure referred to above, we report that:

a) We have obtained all the information and explanation, which to the best of our knowledge and belief werenecessary for the purpose of our audit.

b) In our opinion, proper books of accounts as required by law have been kept by the company so far as appearsfrom our examination of those books.

c) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreementwith the books of account.

d) In our opinion, the accounts comply with the accounting standards referred to in section 211 3C of CompaniesAct, 1956.

e) On the basis of written representations received from the Directors, as on 31st March, 2010 and taken on recordby the Board of Directors, we report that none of the directors are disqualified as on 31st March, 2010 frombeing appointed as a Director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act,1956;

f) In our opinion and to the best of our information and according to the explanation given to us, the said BalanceSheet and Profit and Loss Account, together with notes thereon, give the information required by the CompaniesAct, 1956, in the manner so required and give a true and fair view in conformity with the accounting principlesgenerally accepted in India:I) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010.II) In the case of the Profit & Loss Account, of the profit for the year ended on that day.III) In the case of the Cash Flow Statements, of the cash flows for the year ended on that date.

FOR PVSP & CO.Chartered Accountants

Sd/-(PRAVEEN BHATIA)

PartnerPlace: New Delhi M NO.: 85310/FRN: 008940NDate: 04/09/2010

17

DUROPACK LIMITED

ANNEXURE TO THE AUDITORS’ REPORT 31ST MARCH, 2010.

(Referred to in paragraph (3) of our report of even date)

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situationof fixed assets.

(b) All the assets have been physically verified by the management during the year. There is a regular programmeof verification which, in our opinion, is reasonable having regard to the size of the company and the nature of itsassets. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off a major part of the plant and machinery

2. (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency ofverification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequatein relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintainingreasonable proper records of inventory. The discrepancies noticed on verification between the physical stocks andthe book records were not material.

3. i) The company has taken loan of Rs 55,69,511 from three parties & four companies covered in the register maintainedunder section 301 of the Companies Act, 1956. The company has not granted any loan to companies, firm or otherparty covered in the register maintain under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there are adequate internal controlsystem commensurate with the size of the company and the nature of its business with regard to purchases ofinventory, fixed assets and with regard to the sale of inventory . During the course of our audit, no major weaknesshas been noticed in the internal controls.

5. (a) Based on the audit procedures applied by us and according to the information and explanation provided by themanagement, we are of the opinion that the particulars of contracts or arrangements that need to be entered into theregister maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuanceof contracts or arrangements entered in the registers maintained under Section 301 of the Companies Act, 1956 andexceeding the value of five lakhs rupees in respect of any party during the year have been made at prices which arereasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanation given to us, the company has not accepted public deposits as per theprovisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies(Acceptance of Deposits) Rules, 1975. No order has been passed by the Company Law Board.

7. In our opinion, the company has an internal audit system commensurate with the size of the company and nature ofits business.

8. As far as we are aware, the Central Government has not prescribed the maintenance of cost records by the companyunder section 209 (1) (d) of the Companies Act,1956.

9. (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including providentfund, employees’ state insurance , income tax , sales tax, wealth tax, custom duty, excise duty and other materialstatutory dues applicable to it.

(b) According to the information and explanation given to us, no undisputed amounts payable in respect of incometax, sales tax, wealth tax, service tax, custom duty, excise duty, cess were outstanding, as at 31st March, 2010 for aperiod of more than six months from the date they become payable.

(c) According to the information and explanation given to us , there are no dues of custom duty,wealth tax sale taxexcise duty/cess, which have not been deposited on account of any dispute. However following amounts are involvedwith under-mentioned forums, in respect of the disputed statutory dues:-

(1) Income tax demand for Rs.8,97,911/- for the A.Y.1996-97 was raised by the Income Tax Department, but thesame was disputed by the Company and the appeal against the said order was filed by the Company. The ITAThas partly allowed the appeal in favour of the assessee Company vide their order No.(ITA No.2197/D2000)dated 20.04.07. As per this order and as per our calculation Income Tax demand comes to Rs.9.30 lacs and thecompany has made provision for the same in the books of accounts. The company has requested the departmentto give the appeal effect & adjust the demand against the income tax deposited with the department

18

DUROPACK LIMITED

10. As per record accumulated losses of the company are more than 50% of its net worth. The company has notincurred cash losses during the financial year covered by our audit and there were no cash losses during theimmediately preceding financial year.

11. According to the information and explanation given to us, the company has not granted loans and advances on thebasis of security by way of pledge of shares, debentures and other securities.

12. In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions ofclause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

13. In our opinion company is not dealing in or trading in Shares, Securities or Debentures and other investments.Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor’s Report) Order, 2003 are not applicable tothe company.

14. According to the information and explanation given to us, the company has not given any guarantee for loans takenby others from bank or financial institutions.

15. In our opinion, the term loans have been applied for the purpose for which they were raised.

16. In our opinion and according to the information and explanation given to us, the funds raised on short-term basishave not been used for long-term investments and vice versa. No long – term funds have been used to financeshort-term assets except permanent working capital.

17. According to the information and explanations given to us, the company has not made any preferential allotment ofshares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

18. The company has not issued debentures and hence requirement of reporting regarding creation of securities orcharges in respect of debentures issued does not arise.

19. During the financial year covered by our audit, the company has not raised any money by way of public issue.

20. Based upon the audit procedures performed and as per information and explanation given by the management, wereport that no fraud on or by the company has been noticed or reported during the course of our audit.

Place : New Delhi FOR PVSP& CO.Dated : 04/09/10 (Chartered Accountants)

Sd/-(PRAVEEN BHATIA)

Partner M NO. 85310/FRN: 008940N

19

DUROPACK LIMITED

PARTICULARS SCH AS AT 31.03.2010 AS AT 31.03.2009

SOURCES OF FUNDSSHAREHOLDER FUNDS Share Capital 1 46,528,500 46,528,500 Reseve & Surplus 2 6,351,771 6,013,519

Total ( A) 52,880,271 52,542,019 LOAN FUNDSSecured Loans 3 604,782 11,267,078 Unsecured Loans 8,769,511 13,657,901

Total ( B) 9,374,293 24,924,979 DEFERRED TAX LIABILITY ( NET)Deferred Tax Liability 3A 2,518,479 2,856,731

Total ( C ) 2,518,479 2,856,731

TOTAL (A+B+C) 64,773,043 80,323,729

APPLICATION OF FUNDSFIXED ASSETS 4 Gross Block 99,218,848 98,078,026 less: Provision for Depreciation 83,446,399 81,311,249 Net Block 15,772,449 16,766,777

CURRENT ASSETS, LOANS & ADVANCES 5 A) INVENTORIES 7,064,385 6,535,685 B) SUNDRY DEBTORS 3,509,008 2,447,220 C) CASH & BANK BALANCE 18,999,951 727,315 D) LOAN & ADVANCES 3,028,991 2,220,262 TOTAL RS .(A+B+C+D) 32,602,335 11,930,482

LESS: CURRENT LIABILITIES & PROVISIONS 6 14,279,437 6,649,551

NET CURRENT ASSETS 18,322,898 5,280,931

G) DEBIT BALANCE OF PROFIT & LOSS ACCOUNT 30,677,696 58,276,021

TOTAL 64,773,043 80,323,729

SIGNIFICANT ACCOUNTING POLICIES 15

NOTES FORMING PARTS OF ACCOUNTS 16

NOTES : THE SCHEDULE REFFERED TO ABOVE FORM AN INTEGRAL PART OF THE BALANCE SHEET

AS PER OUR REPORT OF EVEN DATE ATTACHED

FOR & ON BEHALF OF THE BOARDFOR P V S P & CO.CHARTERED ACCOUNTANTS

(VIVEK JAIN) (VINEET JAIN)MANAGING DIRECTOR DIRECTOR

PRAVEEN BHATIAPLACE:-- NEW DELHI PARTNERDATE:- 04.09.2010 M.NO. 81503/FRN:008940N

BALANCE SHEET AS AT 31ST MARCH, 2010

20

DUROPACK LIMITED

PARTICULARS SCH FOR THE YEAR ENDED

31st March 2010 FOR THE YEAR ENDED 31st

March 2009

INCOME Turnover 71,435,508 54,765,845

Other Income 7 17,323,182 5,987,792

Increase / Decrease in Stock 8 708,769 2,603,656 ( A ) 89,467,459 63,357,293

EXPENDITURE Raw Material Consumed 9 42,770,598 31,165,751

Manufacturing Expenses 10 12,004,052 10,761,219

Benefits to employee 11 3,333,272 2,172,930 Selling Expenses 12 137,743 261,436

Administration Expenses 13 9,936,042 8,704,083

Financial Expenses 14 667,943 1,289,700

Depreciation 4 2,175,940 2,219,287 ( B ) 71,025,590 56,574,405

NET PROFIT /(LOSS) ( A-B ) 18,441,870 6,782,889

Net Profit/(Loss) before taxation and extraordinary item 18,441,870 6,782,889

Extraordinary Item (one time settlement HSIDC) 9,160,600 -

Tax Provisions - - Fringe Benefit Tax Provisions - (64,000)

Net Profit/(Loss) After Tax 27,602,470 6,718,889

APPROPRIATIONSNet Profit/(Loss) After Tax 27,602,470 6,718,889

Excess provision for income tax (written back) - 598,850.00 Prior Period Expenses (4,145) (37,346.00)

Net Profit/ loss for the year 27,598,325 7,280,393

Add:Balance brought forward from Last Year (58,276,021) (65,556,414) Balance carried forward to Balance Sheet (30,677,696) (58,276,021)

NOTES : THE SCHEDULE REFERRED TO ABOVE FORM AN INTEGRAL PART OF THE PROFIT & LOSS ACCOUNT

FOR & ON BEHALF OF THE BOARD AS PER OUR REPORT OF EVEN DATE ATTACHED

(VIVEK JAIN) (VINEET JAIN) FOR P V S P & CO.MANAGING DIRECTOR DIRECTOR CHARTERED ACCOUNTANTS

PLACE:- NEW DELHI PRAVEEN BHATIADATE:- 04.09.2010

M.NO. 85310/ FRN: 008940N

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED ON 31ST MARCH, 2010

PARTNER

21

DUROPACK LIMITED

SCHEDULE : 1SHARE CAPITAL

PARTICULARS AS AT 31.03.2010 AS AT 31.03.2009

Authorised Capital15000000 Equity Shares of Rs.10/- each 150,000,000 150,000,000

Issued Capital5272200 Equity Shares of Rs.10/- each 52,722,000 52,722,000

Subscribed & Paid up Capital3189900 Equity Shares of Rs 10/- each 31,899,000 31,899,000 80000 Equity Shares of Rs10/- each persuant tocontract without payment being received in cash 800,000 800,000 763600 Equity Shares of Rs,10/- each issued asbonus shares 7,636,000 7,636,000 1238700 Equity Shares of Rs 10/- each parly paidup Rs.5/- per share 6,193,500 6,193,500

46,528,500 46,528,500

SCHEDULE : 2RESERVE & SURPLUS(a) Generator Set Subsidy Reserve 150,000 150,000 (b) Capital Subsidy Reserve 1,500,000 1,500,000 (c) Share Premium Account 7,220,250 7,220,250

8,870,250 8,870,250 Less : Deferred Tax Liability ( Net) 2,518,479 2,856,731

6,351,771 6,013,519

SCHEDULE : 3SECURED LOANH. S. I. D. C. * - 11,153,597 HDFC Bank (Secured against Vehicles) 604,782 113,481

604,782 11,267,078

* Note : Referred to point no. 7 of Schedule 16- Notes forming part of accounts

SCHEDULE : 3ADEFERRED TAX LIABILITY ( NET)For Previous Year 2,856,731 3,219,323 Less : Deferred Tax Assets For The Year (338,252) (362,592)

2,518,479 2,856,731

22

DUROPACK LIMITED

23

DUROPACK LIMITED

PARTICULARS AS AT 31.03.2010 AS AT 31.03.2009

SCDEDULE:5CURRENT ASSETS, LOANS & ADVANCESA) INVENTORIES( As valued and certified by the Management)

Raw Material 1,468,668 1,648,737 Finished Goods 2,479,231 1,284,440 Work in progress 3,091,615 3,579,633 Scrap 24,871 22,874

7,064,385 6,535,685

B) SUNDRY DEBTORSDebts outstanding for more than six months 11,286,918 25,445,928 Less: provision for Bad & Doubtful Debts 8,786,918 25,164,020

2,500,000 281,908 other debts 1,009,008 2,165,312

3,509,008 2,447,220

C) CASH & BANK BALANCE

Cash in Hand 76,896 37,973 Imprest 29,329 31,882 in Current Accounts 3,331,172 (139,168) SBBJ Dividend Accounts 58,272 59,922 Fixed Deposit Accounts 15,140,000 640,000 Interest Recoverable on FDRs 364,283 96,707

18,999,951 727,315

D) LOANS & ADVANCESAdvances Recoverable in Cashor in kind or value to be Received 2,460,966 1,724,924 Security Deposits 530,103 356,103 Advance For Purchase 12,843 44,482 Balance with Excise Department 25,079 94,752

3,028,991 2,220,262

SCHEDULE : 6a. CURRENT LIABILITIES & PROVISIONSSundry Creditors 12,225,918 4,104,833 Expenses Payable 812,684 794,357 Duties & taxes 278,715 724,241

Total (a) 13,317,317 5,623,431

b. PROVISIONSProvision for Income Tax 962,120 962,120 Provision For FBT - 64,000

Total (b) 962,120 1,026,120

Total ( a + b ) 14,279,437 6,649,551

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DUROPACK LIMITED

For the Year ended For the Year ended31/03/2010 31/3/2009

SCHEDULE -7OTHER INCOME Misc. Income 6,183 - Interest Income 373,211 66,018 Rent Income - 60,000 Provision for Bad debts(written back) 16,377,102 5,850,716 Credit balances written off 566,686 11,058

TOTAL 17,323,182 5,987,792

SCHEDULE -8INCREASE / DECREASE IN STOCKOpening StockWork in Progress 3,579,634 1,091,481 Finished Goods 1,284,440 1,165,842 Scrap 22,874 25,969

4,886,948 2,283,292 Closing StockWork in Progress 3,091,615 3,579,634 Finished Goods 2,479,231 1,284,440 Scrap 24,871 22,874

5,595,717 4,886,948

TOTAL 708,769 2,603,656

SCHEDULE -9RAW MATERIAL CONSUMEDOpening Stock 1,648,737 1,074,895 Purchases(net) 42,590,528 31,739,592

44,239,265 32,814,487 less : Closing Stock 1,468,668 1,648,737

TOTAL 42,770,598 31,165,751

SCHEDULE -10MANUFACTURING EXPENSESExcise Duty Consumed 6,124,911 6,780,394 Jobwork Expenses 28,402 41,885 Power & Fuel Expenses 4,193,618 2,952,558 Repair & Maintenance 504,606 282,352 Packaging & Consumable Material 1,144,602 704,030 Clearing Charges 7,913 -

TOTAL 12,004,052 10,761,219

SCHEDULE -11PAYMENTS & BENEFITS TO EMPLOYEESAdminstrative Expenses PF 14,478 9,067 Employer Contribution to ESI 14,873 9,538 Employer Contribution to PF 44,140 38,508 Gratuity 15,095 52,500 Medical Expenses 36,848 3,808 Bonus to Employee 25,161 - Salary & Wages 3,030,661 1,922,058 Staff Welfare 141,522 113,406 Earned leave encashment 10,494 24,045

TOTAL 3,333,272 2,172,930

Particulars

25

DUROPACK LIMITED

PARTICULARS For the Year ended For the Year31/03/2010 31/3/2009

SCHEDULE -12SELLING EXPENSESAdvertisements 39,831 5,348 Freight ,Cartage & Commission 97,912 256,088

TOTAL 137,743 261,436

SCHEDULE -13ADMINISTRATION EXPENSES

AGM Expenses 19,825 19,875 Auditors Remuneration :Audit Fee 35,000 20,000 Tax Matters 15,000 5,000 Business Promotion 103,971 67,775 Club Expenses - Director 1,291 29,346 Direction Remuneration 1,080,000 1,080,000 Electricity & Water Expenses 217,890 163,470 Insurance Expenses 45,825 19,787 News Papers Books & Periodicals 1,396 4,752 Pooja Expenses 107,695 62,605 Postage & stamp 15,567 14,387 Printing & Stationery 86,520 60,338 Professional & Legal Expenses 222,008 285,875 Listing Fees 243,883 - Rates & Taxes 97,405 20,056 Repair to Building & Others 161,706 125,798 Loss on sale of machinery 4,211 - Telephone & Internet Charges 270,932 315,268 Travelling & Conveyance Expenses 164,985 186,115 Vehicle Running & Mantinance 442,178 318,548 Office Expenses 47,791 37,625 Misc. Expenses 42,962 16,746 Bad debts 6,508,003 5,850,716

TOTAL 9,936,042 8,704,083

SCHEDULE -14FINANCIAL EXPENSESInterest on Term Loan 54,188 746,098 Interest & Charges to Bank & others (Net) 613,755 543,602

TOTAL 667,943 1,289,700

26

DUROPACK LIMITED

SCHEDULE-15

SIGNIFICANT ACCOUNTING POLICIES

Set out hereunder are significant accounting policies adopted y the company in the preparation of the account for theperiod ended 31st March,2010.

a) Inventory Valuation

Stock of Raw Material, Stores, Spare & Packing Material Stated at cost. Finished goods, work in progress and Scrap arevalued at estimated cost or realizable value, whichever is lower.

b) Depreciation

Depreciation has been calculated on written down value method at the rates given in schedule XIV of the Company Acts,1956.

c) Gratuity

Provision has been made in the books for accruing liability under the payment of gratuity act,1972 to the employees ontheir future retirement or termination of service.

d) Insurance/Claim

The Company covers all normal risks on basis of costs for the fixed assets and the inventories. The premium pertainingto the year is charged against the revenue of the year. Insurance Claim lodged by the company will be adjusted as andwhen the final amount will be determined by the insurance companies.

e) Investments

Investments are stated at cost.

f) Sales

Sales are stated net of return, rebate & discount and Sales Tax but inclusive of Excise Duty

g) Revenue Recognition

Dividend income is accounted on cash basis.

27

DUROPACK LIMITED

SCHEDULE-16

NOTES FORMING PART OF THE ACCOUNTS1 The company’s export obligation period has been extended upto 30th Oct 2011 and the contingent liability towards

duty saved is Rs. 16,76,483.

2 Bank Guarantee issued in favour of Asst. Commissioner of custom, Mumbai for Rs. 60000/-. and in favour of theAssessing Authority, sales Tax Department, Rewari for Rs 200000/- by the company’s bankers and counter guaranteedby the company for Rs.260000/- against which the margin is held by the company’s bankers by way of fixed depositsamounting to Rs. 260000/-

3 In the opinion of the board and the best of their knowledge, the current assets, loans and advances shown in theBalance sheet have a value on realization in the ordinary course of the business at least equal to the amount statedtherein.

4 Income tax demand for Rs.8,97,911/- for the A.y.1996-97 was raised by the Income tax Department but the samewas disputed by the company and appeal against the said order was filed by the company. The ITAT has partlyallowed the appeal in favour of the assessee Company vide their order No.(ITA No.2197/D2000) dated 20.4.07. Asper this order and as per our calculation Income Tax demand comes to Rs.9.30 lacs and the company has madeprovision for the same in the books of accounts. The Company has requested the Department to give the appealeffect & adjust the demand against the income tax deposited with the department.

5 Sundry Debtors/ Creditors balances are subject to confirmation & reconciliation.

6 The Company has been declared Sick Industrial Company u/s 3(1)(o) of the Sick Industrial Company (SP)Act,1985Vide BIFR order dated 29-11-2006. The rehabilitation scheme has been sanctioned by Honourible BIFR on 15.12.2009and is under implementation. SBBJ has been appointed the monitoring agency.

7 The company applied to Haryana State Industrial Development Corporation (HSIDC) for OTS settlement. HSIDCagreed to OTS settlement for Rs.165.98 lacs. Vide their letter dated 17th October,2007. The Company has repaid theentire dues under OTS settlement and obtained no dues certificate. The charge of the HSIDC, which was secured byway of first mortgage over the immovable properties and movable properties including the machinery spares ,toolsand accessories present and future, has been satisfied. The Company has written back Rs. 91.60 lakhs, the amountover the OTS amount.

8 Further, the balances in current accounts of Rs 95735/- and Rs.13886.67/- with State bank of Bikaner& Jaipur,Mumbai and Rewari respectively are subject to confirmation & reconciliation.

9 Unclaimed Dividend of Rs. 14,837 (f.y.1994-95) ,Rs. 28,862 (f.y. 1995-96) & 14,573 (f.y. 1996-97) is lying with SBBJ–Dividend account have not been transferred to the investor education & protection fund as per provision of sec-205A of the companies act 1956

10 The previous period figures, have been re-grouped or re-arranged whenever considered necessary and have beenshown in bracket.

11 In accordance with the requirement of new Accounting Standard-22 dealing with Accounting for Taxes on IncomeIssued by The Institute of Chartered Accountants of India, Deferred Tax Assets(Net) for the current year Rs.3,38,252/- (consisting of mainly depreciation) have been adjusted against deferred tax liability of previous year).

12 Provision for Income tax has not been made as per Sec.115 JB of IT Act, 1961 because the Company is a SickIndustrial Company, under subsection (1) of Section17 of the Sick Industrial Companies Act, 1985(1 of 1986).

13 Related party disclosures in terms of Accounting Standard 18 issued by the Institute of Chartered Accountants ofIndia are as per annexure.

14 Earning per Share in terms of Accounting Standard 20 issued by the Institute of Chartered Accountants of India.

Particulars Current Year Previous Year(Rs.) (Rs.)

Net Profit/(Loss) After Tax 27598325 7280392Weighted Average No. of Equity SharesOf Rs.10/- each 4652850 4652850Outstanding During the year(No. EquityShare)Basic/Diluted Earning per Share (Rs.) 5.93 1.56

15 Additional Information pursuant to the provision of paragraph 3,4C and 4d of part-II of Schedule V of the CompaniesAct, 1956.

28

DUROPACK LIMITED

DUROPACK LIMITED

A. INFORMATION IN RESPECT OF CAPACITY AND CLASS OF GOODS MANUFACTURED

Class of goods : Licensed and installed capacity.

I. Co-extruded multi-layer film : The company is registered with D.G.T.D for manufacture of2700 MT per annum on triple shift basis.

II. Holographic Film : The company is registered with S.I.A for Manufacture of200MT per annum on triple shift.

III. Holographic stickers : The company is registered with S.I.A for manufacture of83333333 Nos per annum on triple shift basis.

IV. Plastic Pouches : The company is registered for manufacture of 400 MT(7,50,00,000 nos) per annum on triple shift

V. Plastic laminated films : The company is registered for manufacture of 250MT perannum on triple shift basis.

** Certified by the management but not certified by the Auditors being the technical matter.

B. INFORMATION IN RESPECT OF PRODUCTION, SALES & STOCK

PRODUCTION QTY.

SALES QTY.

OPENING QTY.

STOCK VALUE QTY.

CLOSING QTY.

STOCK VALUE

Laminate Films (k.g.)

28022.7 28163 140.3 1403 0 0

Plastic Bags (No) (including cpp)

58415318 56413501 762535 1229192 2764352 2310870.47

Holographic Film & Tapes (k.g.)

0 0 3842.37 46108 3842.37 46108

Holographic Sticker (No)

15592570 15592570 0 0 0 0

C. INFORMATION IN RESPECT OF RAW MATERIAL CONSUMED.

FOR THE YEAR ENDED FOR THE YEAR ENDED31.03.2010 31.03.2009

QTY. MT VALUE (RS) QTY.MT VALUE (RS.)

Granules, Inks, —- 42,770,598 —- 31,165,751 Chemicals etc.

29

DUROPACK LIMITED

D. INFORMATION IN RESPECT OF CONSUMPTION OF IMPORTED AND INDIGENIOUS MATERIAL ANDPERCENTAGE THEREOF


VALUE % VALUE %

IMPORTED —- 0 —- 0

INDIGENIOUS 42,770,598 100% 31,165,751 100%

E. OTHER PARTICULARS


CIF value of importsCapital goods NIL NIL

CIF value of imports Raw material NIL NIL

Traveling expenses NIL NIL

F. BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

I. REGISTRATION DETAILS

Registration no. : 25835 State Code : 55

Balance sheet date : 31 3 2010

DATE MONTH YEAR

II. CAPITAL RAISED DURING THE YEAR (AMOUNT IN RUPEES)

PUBLIC ISSUE RIGHT ISSUENIL NIL

BONUS ISSUE PRIVATE PLACEMENTNIL NIL

III. POSITION OF MOBILISATION AND DEVELOPMENT OF FUNDS

TOTAL LIABILITIES TOTAL ASSETS64773043 64773043

SOURCES OF FUNDS

PAID UP SHARE CAPITAL RESERVE & SURPLUS46528500 6351771

LOANS DEFERRED TAX LIABILITY(NET)9374293 2518479

APPLICATION OF FUNDS

NET FIXED ASSETS INVESTMENTS15772449 —

NET CURRENTS ASSETS NET LOSS18322898 30677696

30

DUROPACK LIMITED

IV. PERFORMANCE OF COMPANY (AMOUNT IN RUPEES)

TURNOVER TOTAL EXPENDITURE97919291 70316821

PROFIT/LOSS BEFORE TAX PROFIT OR LOSS AFTER TAX27602470 27598325

EARNING PER SHARES DIVIDEND RATE5.93 NIL

V. GENERIC NAMES PRINCIPAL PRODUCTS/SERVICES OF COMPANY(AS PER MONETARY TERM)

Item code no Product Description3920 Co-extruded Multilayer film49119990 Holographic film & holographic stickers39232990 Plastic laminated bags39219096 Flexible Laminate

NOTE Signature are schedule 1 to 16

FOR & ON BEHALF OF THE BOARD OF AS PER REPORTEVEN DATE ATTACHED

sd/- sd/- (VIVEK JAIN) (VINEET JAIN) FOR PVSP & CO.(MANAGING DIRECTOR) (DIRECTOR)

Sd/-PLACE: NEW DELHIDATE : 04/09/2010 (PRAVEEN BHATIA)

PARTNERM.NO 85310/FRN: 008940N

31

DUROPACK LIMITED

TRANSACTIONS

Name of Related Party Nature of RelationshipBest Flexi Pack (P) Ltd. Director of Best Flexipack (P) Ltd are related to two directors of the Company

Nature of Transactions for the year ending 31.03.2010 Volume of Transaction Amt. outstanding as at 31.03.2010

Amt. paid For Car Purchased in the f.y. 08-09 7008Unsecured Loan Recd. 625,000

Unsecured Loan Paid 625,000 NIL

Name of Related Party Nature of RelationshipPark View Housing Pvt. Ltd. Director of Park View Housing Pvt. Ltd. are related to two directors of the Company

Nature of Transactions for the year ending 31.03.2010 Volume of Transaction Amt. outstanding as at 31.03.2010Unsecured Loan Paid 5,000 637480 Cr.

Name of Related Party Nature of RelationshipVineet Jain Director of Duropack Ltd.

Nature of Transactions for the year ending 31.03.2010 Volume of Transaction Amt. outstanding as at 31.03.2010Unsecured Loan Recd. 500,000 Unsecured Loan Paid. 720,000 389000 Cr.

Name of Related Party Nature of RelationshipVivek Jain Director of Duropack Ltd.

Nature of Transactions for the year ending 31.03.2010 Volume of Transaction Amt. outstanding as at 31.03.2010Unsecured Loan Recd. 555,000 Unsecured Loan Paid. 1,185,000 NILName of Related Party Nature of RelationshipV.K. Jain Relative of Mr. Vivek Jain & Mr. Vineet Jain

Nature of Transactions for the year ending 31.03.2010 Volume of Transaction Amt. outstanding as at 31.03.2010Unsecured Loan Recd. 250,000 Unsecured Loan Paid. 150,000 1775000 Cr.

DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES AS PER ACCOUNTING STANDARD 18 OF ICAI

32

DUROPACK LIMITED

CASH FLOW STATEMENT FOR THE YEAR ENDING 31 MARCH, 2010

PARTICULARS AMOUNT(RS.)

NET PROFIT AFTER TAX BUT BEFORE EXTRAORDINARY ITEM 18,437,725

ADJUSTMENT FORADD: DEPRECIATION AS PER P&L A/C

2,175,940ADD: LOSS ON SALE OF MACHINERY

4,211OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES

20,617,875ADJUSTMENT FORADD: TRADE & OTHER RECEIVABLES (1,870,518)INVENTORY (528,700)TRADE PAYABLE 7,629,886

CASH FLOW BEFORE EXTRAORDINARY ITEM 25,848,544EXTRAORDINARY ITEM 9,160,600CASH FLOW FROM OPERATING ACTIVITIES 35,009,144

CASH FLOW FROM INVESTING ACTIVITIESPURCHASE OF FIXED ASSETS (Net) (1,195,821)

NET CASH FLOW FROM INVESTING ACTIVITIES (1,195,821)

CASH FLOW FROM FINANCING ACTIVITIESREPAYMENT OF LOAN(NET) (15,550,686)

18,262,637CASH & CASH EQUIVALENTS AS AT 31.03.09 727,315CASH & CASH EQUIVALENTS AS AT 31.03.10 18,989,952

FOR AND ON BEHALF OF THE BOARD

(VIVEK JAIN)MANAGING DIRECTOR

AUDITORS CERTIFICATE

We have verified the above cash flow statement of Duropack Limited derived from the audited financial statementfor the year ended 31 March, 2010 and found the same to be drawn in accordance therewith and also with the requirementof clause 32 of the agreement with the Stock Exchange

FOR PVSP & CO.CHARTERED ACCOUNTANTS

PRAVEEN BHATIAPlace: New Delhi PARTNERDate : 04.09.2010

DUROPACK LIMITED

DUROPACK LIMITEDRegd. Office: 3123, Sector-D, Pocket-III, Vasant Kunj, New Delhi- 110 070

PROXY FORM

I/We ……………………………of……………………….In the district of………………. being a member/membersof DURO PACK LIMITED, hereby appoint…..…………………………of………………….. (Or failing him/her)as my/us on my/our behalf as my proxy to vote for me/us. At the Annual General Meeting of the Company tobe held on 30th September 2010 at 10 A.M .and at any adjournment thereof.

Signed this……….. Day of………… 2010

Note : The form in order to be effective should be duly stamped, complete and must be deposited at theregistered office of the Company, not less than 48 hours before the meeting. Proxy need not to bea Member of the Company

Regd. Folio No …DP ID NO.______________CLIENT ID NO.____________________(For shareholders holding shares (For shareholders holdingin physical form) shares in demate from)Name _____________________________Jointly with (1) ____________________________ (2)__________________________________Address _____________________________________________________________________

Signature of the proxy holder(s) Attested by Member(s)(1) _______________________ (1)_________________________(2) _______________________ (2)_________________________(3) _______________________ (3)_________________________

DUROPACK LIMITEDRegd. Office: 3123, Sector-D, Pocket-III, Vasant Kunj, New Delhi- 110 070

ATTENDANCE SLIP

(PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THEMEETING VENUE)

I /We hereby record my presence at the 22nd Annual General Meeting being held at 3123, Sector D,Pocket–III, Vasant Kunj, New Delhi-110070 on 30th September 2010 at 10 A.M.

Full Name of the Shareholder Signature of the Shareholder(in Block Letters)

Full Name of the Proxy Signature of the Proxy(in Block Letters)

Notes: 1. Members/Proxy-holders are requested to bring the original Attendance Slip duly filled with themwhen they come to the meeting venue and hand it over at the Registration Counter

Affix Rs. 1/-RevenueStamps

BOOK POSTU.P.C.

If undelivered, please return to:

DUROPACK LIMITEDB-4/160, Safdarjung Enclave, New Delhi - 110029

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