raj pack annual report 2016-17 - bseindia.com · i i annual return extracts in mgt 9....38 i i i...

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CORPORATE INFORMATIONBOARD OF DIRECTORSDr. R.R. Pujari - Non Executive & Independent Director (DIN: 00018994)Mr. V. S.N Murthy - Non Executive & Independent Director (DIN: 00021952)Mr. Suresh Chandra Bapna - Non Executive & Independent Director (DIN: 00154834)Mr. Prem Chand Kankaria - Managing Director (DIN: 00062584)Ms. Neepa Kankaria - Whole Time Director (DIN: 06637083)Mr. Pushp Raj Singhvi - Non Executive Director (DIN: 00347511)

REGISTERED OFFICE6-3-1090/C-4, Opp. Kapadia LaneRaj Bhavan Road, Hyderabad-500 082Telangana, India.Ph. No: (040) -23392024Fax No: (040) -23399033Email: [email protected]: www.rajpack.comCORPORATE IDENTITY NUMBER :L25209TG1987PLC007550AUDITORSNAC & Associates LLPChartered AccountantsSecunderabad,Telangana, India.SECRETARIAL AUDITORM/s. S. S. Reddy & AssociatesPracticing Company SecretariesPlot No.6-3-354/13, A1,Suryateja Apartments,Hindi Nagar, Panjagutta,Hyderabad-500034INTERNAL AUDITOR:M/s. MGM & Co., Chartered AccountantsBANKERSState Bank of IndiaSME Branch, Saifabad, HyderabadAUDIT COMMITTEEMr. V. Suryanarayana MurthyMr. Suresh Chandra BapnaDr. R. R. PujariNOMINATION & REMUNERATION COMMITTEEMr. V. Suryanarayana MurthyMr. Suresh Chandra BapnaDr. R. R. PujariSTAKEHOLDERS RELATIONSHIP COMMITTEEMr. Suresh Chandra BapnaMr. V. Suryanarayana MurthyDr. R. R. PujariINDEPENDENT DIRECTORS COMMITTEE:Mr. Suresh Chandra BapnaMr. V. Suryanarayana MurthyDr. R. R. PujariRISK MANAGEMENT COMMITTEE:Mr. Suresh Chandra BapnaMr. V. Suryanarayana MurthyMs. Neepa KankariaREGISTRAR & SHARE TRANSFER AGENTSCIL Securities Ltd.214, Raghavaratna Towers,Chirag Ali Lane,Hyderabad 500 001.Ph.No. (040)23202465/66612093, Fax.(040) 23203028LISTED AT : BSE LimitedISIN : INE251H01024WEBSITE : www.rajpack.comINVESTOR E-MAIL ID : [email protected]

30th ANNUAL GENERAL MEETING

Day : Wednesday

Date : 27th September, 2017

Time : 11.00 A.M.

Venue : Hotel Inner Circle,Lane beside SabooMotors, Raj Bhavan Road,Hyderabad. – 500 082

Annexure Details of annexure Pagenumber Nos.

I Secretarial Audit Report ................... 34I I Annual Return Extracts in MGT 9 .... 38I I I Format of declaration by

Independent Directors ...................... 48IV AOC 2 - Related Party

Transactions disclosure .................. 49

ANNEXURE INDEX

CFO - Mr. M. NarsimhaCompany Secretary - Ms. Khushboo Joshi

Contents ............................................ Page Nos.Notice of Annual General Meeting ...................... 2Chairman’s Speech .............................................. 8Board’s Report ..................................................... 9Corporate Governance ...................................... 15Management Discussion & Analysis Report .... 30Auditor's Report ................................................. 50Balance Sheet .................................................... 56Profit and Loss Account .................................... 57Cash Flow Statement ......................................... 58Schedules (1 to 24) ........................................... 59Significant Accounting Policies ......................... 67Notes to Accounts ............................................. 71Proxy Form & Attendance Slip .......................... 77Route Map .......................................................... 79

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NOTICE OF ANNUAL GENERAL MEETINGNotice is hereby given that the Thirtieth Annual General Meeting of the Shareholders of M/s. RajPackaging Industries Limited will be held on Wednesday, 27th day of September, 2017 at 11:00a.m. at Hotel Inner Circle, Lane Beside Saboo Motors, Raj Bhavan Road, Hyderabad,Telangana - 500082 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2017, theStatement of Profit & Loss and Cash Flow Statement for the year ended on that datetogether with the Notes attached thereto, along with the Reports of Auditors and Directorsthereon.

2. To declare dividend on equity shares for the financial year ended 31st March 2017.

"Resolved that dividend @ 5% i.e., Re. 50 paise per equity share be and is hereby approvedfor the financial year 2016-17."

3. To appoint a director in place of Mr. Pushp Raj Singhvi (DIN: 00062584) who retires byrotation and being eligible, offers himself for re-appointment.

4. To appoint M/s. SVP & Associates, Chartered accountants, Mumbai (FRN: 003838N) asthe Statutory Auditors in place of retiring auditors and to fix their remuneration and for thepurpose to consider and if, thought fit, to pass with or without modification(s), the followingOrdinary Resolution thereof:

"RESOLVED THAT pursuant to the provisions of Section 139 and 142 and other applicableprovisions of the Companies Act, 2013, if any, read with the Companies (Audit & Auditors)Rules, 2014, including any statutory enactment or modification thereof, and pursuant torecommendation of Audit Committee, M/s SVP & Associates, Chartered accountants,Mumbai., (FRN: 003838N) be and are hereby appointed as the Statutory Auditors of theCompany and to hold the office for term of five(5) consecutive years, from the conclusion ofthis 30th Annual General Meeting till the conclusion of 35th Annual General Meeting of theCompany, subject to ratification as to the said appointment at every Annual General Meeting,and that the Board of Directors be and is hereby authorized to fix the remuneration plusapplicable taxes and reimbursement of out-of-pocket expenses incurred by them during thecourse of audit, as Board of Directors/Audit Committee may fix in this behalf."

For RAJ PACKAGING INDUSTRIES LTD.

Sd/-Place : Hyderabad KHUSHBOO JOSHIDate : 28.08.2017 COMPANY SECRETARY

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NOTES:

1.1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTENDAND VOTE INSTEAD OF HIMSELF/HERSELF AND A PROXY NEED NOT BE A MEMBER OF THECOMPANY.The instrument of Proxy in order to be effective shall be deposited at the Registered Office of theCompany by not less than 48 hours before the commencement of the Meeting.

1. Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as aproxy on behalf of not more than fifty (50) members and holding in aggregate not more than10% of the total share capital of the Company carrying voting rights. A member holding morethan 10% of the total share capital of the Company carrying voting rights may appoint a singleperson as proxy, who shall not act as a proxy for any other person or shareholder. Theappointment of proxy shall be in the Form No. MGT.11 annexed herewith.

2. Explanatory Statement in respect of the Business No.4 to be transacted at the Annual GeneralMeeting as set out in the Notice is annexed hereto.

3. The Register of Members and Share Transfer Books of the Company will remain closed from23.09.2017 to 27.09.2017 (Both days Inclusive).

4. Members holding shares in the electronic form are requested to inform any changes in address/bank mandate directly to their respective Depository Participants.

5. Members are requested to hand over the enclosed Attendance Slip, duly signed in accordancewith their specimen signature(s) registered with the Company for admission to the meetinghall. Members who hold shares in dematerialised form are requested to bring their Client IDand DP ID Numbers for identification.

6. Corporate Members are requested to send to the Company's Registrar & Transfer Agent, a dulycertified copy of the Board Resolution authorizing their representative to attend and vote at theAnnual General Meeting.

7. In case of joint holders attending the Meeting, only such joint holders who are higher in theorder of names will be entitled to vote.

8. The dividend as recommended by the Board of Directors, if declared at the Annual GeneralMeeting will be paid within a period of 30 days to those members whose name appear as:a) Beneficial Owners as on 22.09.2017 on the lists of Beneficial Owners to be furnished by

National Securities Depository Limited and Central Depository Services (India) Limited;and

b) Members in the Register of Members of the Company after giving effect to valid sharetransfer in the physical form lodged with the Company on or before 22.09.2017.

The dividend on Equity Shares, if declared at the Annual General Meeting, shall be paid on orafter 01.10.2017.

9. Members holding shares in electronic form may note that bank particulars registered againsttheir respective registered accounts will be used by the Company for the payment of dividend.The Company or its Registrar and Share Transfer Agent cannot act on any request receiveddirectly from the members holding shares in electronic form for any change of bank particularsor bank mandates. Such changes are to be advised only to the Depository Participant of themembers.

10. The Securities and Exchange Board of India has mandated submission of Permanent AccountNumber (PAN) by every participant in securities market. Members holding shares in dematform are, therefore, requested to submit PAN details to the Depository Participants with whomthey have demat accounts. Members holding shares in physical form can submit their PANdetails to the Company/ Registrar and Share Transfer Agents (M/s. CIL Securities Limited.)

11. As a measure of austerity, copies of the annual report will not be distributed at the Annual

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General Meeting. Members are therefore, requested to bring their copies of the Annual Reportto the Meeting.

12. Members holding shares in the same name under different ledger folios are requested to applyfor Consolidation of such folios and send the relevant share certificates to M/s. CIL SecuritiesLimited., Share Transfer Agents of the Company for their doing the needful.

13. Members are requested to send their queries at least 10 days before the date of meeting sothat information can be made available at the meeting.

14. In respect of shares held in physical mode, all shareholders are requested to intimate changes,if any, in their registered address immediately to the registrar and share transfer agent of thecompany and correspond with them directly regarding share transfer/transmission /transposition, Demat / Remat, change of address, issue of duplicate shares certificates, ECSand nomination facility.

15. In terms of Section 72 of the Companies Act, 2013, a member of the company may nominate aperson on whom the shares held by him/her shall vest in the event of his/her death. Membersdesirous of availing this facility may submit nomination in prescribed Form-SH-13 to the company/RTA in case shares are held in physical form, and to their respective depository participant, ifheld in electronic form.

16. Electronic copy of the Annual Report for 2016-2017 is being sent to all the members whoseemail IDs are registered with the Company/Depository Participants(s) for communicationpurposes unless any member has requested for a hard copy of the same. For members whohave not registered their email address, physical copies of the Annual Report for 2016-2017 isbeing sent in the permitted mode.

17. Members may also note that the Notice of the Annual General Meeting and the Annual Report for2016-2017 will also be available on the Company's website www.rajpack.com for their download.The physical copies of the aforesaid documents will also be available at the Company'sRegistered Office for inspection during normal business hours on working days. Even afterregistering for e-communication, members are entitled to receive such communication inphysical form, upon making a request for the same, by post free of cost. For any communication,the shareholders may also send requests to the Company's investor email id:[email protected].

18. Voting through electronic means:Pursuant to Section 108 of the Companies Act, 2013, read with the relevant Rules of the Act, theCompany is pleased to provide the facility to Members to exercise their right to vote by electronicmeans the business may be transacted through e-Voting Services provided by Central DepositoryServices (India) Limited (CDSL). The Members, whose names appear in the Register ofMembers / list of Beneficial Owners as on 22.09.2017 are entitled to vote on the Resolutions setforth in this Notice. The e-voting period will commence at 09.00 a.m. on 24.09.2017 and will endat 05.00 p.m. on 26.09.2017.The Company has appointed Mr. S. Sarveswar Reddy, PractisingCompany Secretary, to act as the Scrutinizer, to scrutinize the e-voting process in a fair andtransparent manner. The Members desiring to vote through remote e-voting refer to the detailedprocedure given hereinafter.

The instructions for e-voting are as under:(A) In case of members receiving e-mail:

(i) Log on to the e-voting website www.evotingindia.com(ii) Click on "Shareholders" tab to cast your votes.(iii) Now, select the Electronic Voting Sequence Number - "EVSN" along with "COMPANY NAME"

from the drop down menu and click on "SUBMIT"(iv) Enter your User ID- For CDSL: 16 digits beneficiary ID followed by 8 Digits Client ID, Members

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holding shares in Physical form should enter Folio Number registered with the Company andthen enter the Captcha Code as displayed and click on login.

(v) If you are holding shares in Demat form and have already voted earlier on www.evotingindia.comfor a voting of any Company, then your existing login id and password are to be used. If you area first time user follow the steps given below.

(vi) Now, fill up the following details in the appropriate boxes:For Members holding shares For Members holding sharesin Demat Form in Physical Form

User ID For CDSL: 16 digits beneficiary ID Folio Number registeredFor NSDL: 8 Character DP ID followed by8 Digits Client ID with the Company

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department whenprompted by the system while e-voting (applicable for both demat shareholders aswell as physical shareholders)

DOB# Enter the Date of Birth as recorded in your demat account or in the company recordsfor the said demat account or folio in dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details as recorded in your demat account or in the companyBank records for the said demat account or folio.Details#

* Members who have not updated their PAN with the Company/Depository Participant arerequested to use the first two letters of their name and the sequence number (available in theAddress Label pasted in the cover and/or in the e-mail sent to Members) in the PAN field. Incase the sequence number is less than 8 digits enter the applicable number of 0's before thenumber after the first two characters of the name. Eg. If your name is Mohan with sequencenumber 1 then enter MO00000001 in the PAN Field.

# please enter any one of the details in order to login. In case both the details are not recordedwith the depository or Company, please enter the Member id/folio number in the Dividend Bankdetails field.

(vii) After entering these details appropriately, click on "SUBMIT" tab.(viii) (viii) Members holding shares in physical form will then reach directly the EVSN selection

screen. However, members holding shares in demat form will now reach 'Password Creation'menu wherein they are required to mandatorily enter their login password in the new passwordfield. The new password has to be minimum eight characters consisting of at least one uppercase (A-Z), one lower case (a-z), one numeric value (0-9) and a special character(@ # $ %& *).Kindly note that this password is also to be used by the demat holders for voting for resolutionsof any other company on which they are eligible to vote, provided that company opts for e-votingthrough CDSL platform. It is strongly recommended not to share your password with any otherperson and take utmost care to keep your password confidential. Kindly note that this changedpassword is to be also used by the Demat holders for voting for resolutions for the Company orany other Company on which they are eligible to vote, provided that Company opts for e-votingthrough CDSL platform.

(ix) (ix) Click on the relevant EVSN on which you choose to vote.(x) On the voting page, you will see Resolution Description and against the same the option "YES/

NO" for voting. Select the option YES or NO as desired. The option YES implies that you assentto the Resolution and option NO implies that you dissent to the Resolution.

(xi) Click on the "Resolutions File Link" if you wish to view the entire Resolutions.(xii) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box

will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on"CANCEL" and accordingly modify your vote.

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(xiii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.(xiv) You can also take out print of the voting done by you by clicking on "Click here to print" option on

the Voting page.(xv) If Demat account holder has forgotten the same password then enter the User ID and the

image verification code and click on Forgot Password & enter the details as prompted by thesystem.

(b) In case of Shareholders receiving physical copy of the Notice of AGM and Attendance Slipa) Please follow all steps from sl. no. (ii) to sl. no. (xii) above, to cast vote.b) Institutional shareholders (i.e., other than individuals, HUF, NRI etc.) are required to log on to

https://www.evotingindia.com and register themselves, link their account which they wish tovote on and then cast their vote. They should upload a scanned copy of the Board Resolutionand POA in favour of the Custodian who they have authorized to vote on their behalf, in PDFformat in the system for the scrutinizer to verify the vote.

c) The voting period begins on 24.09.2017 at 9.00 A.M. and ends on 26.09.2017 at 5.00.P.M.During this period shareholders' of the Company, holding shares either in physical form or indematerialized form, as on 22.09.2017 may cast their vote electronically. The e-voting moduleshall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by theshareholder, the shareholder shall not be allowed to change it subsequently.

d) In case you have any queries or issues regarding e-voting, you may refer the Frequently AskedQuestions ("FAQs") and e-voting manual available at www.evotingindia.com under help sectionor write an email to [email protected].

VI. The results shall be declared on or after the AGM. The results along with the Scrutinizer's Reportshall also be placed on the website of the Company.

19. Shareholders can also cast their vote using CDSL's mobile app m-Voting available for androidbased mobiles. The m-Voting app can be downloaded from Google Play Store. iPhone andWindows phone users can download the app from the App Store and the Windows Phone Storerespectively. Please follow the instructions as prompted by the mobile app while voting on yourmobile.

20. The Register of Directors' and Key Managerial Personnel and their shareholding maintainedunder Section 170 of the Companies Act, 2013, the Register of Contracts or arrangements inwhich the directors are interested under Section 189 of the Companies Act, 2013, will beavailable for inspection at the AGM.

21. Relevant documents referred to in the accompanying Notice, are open for inspection at theRegistered Office of the Company, during the office hours, on all working days between 10.00A.M. to 5.00 P.M. up to the date of Annual General Meeting.

22. The Ministry of Corporate Affairs (vide circular nos. 17/2011 18/2011 dated April 21 and April 29,2011 respectively), has undertaken a 'Green Initiative in Corporate Governance' and allowedcompanies to share documents with its shareholders through an electronic mode. Membersare requested to support this green initiative by registering/uploading their email addresses, inrespect of shares held in dematerialized form with their respective Depository Participant andin respect of shares held in physical form with the Company's Registrar and Share TransferAgents.



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EXPLANATORY STATEMENTSetting out material facts under Section 102 of the Companies Act, 2013

ITEM NO.4 :

The Explanatory Statement for this Item No. 3 is being provided voluntarily, though strictly not requiredas per Section 102 of the Companies Act, 2013 ('the Act'). In terms of Section 139(1) of the CompaniesAct, 2013, no listed company can appoint or re-appoint an audit firm (including its affiliate firm) asauditor for more than two (2) terms of five (5) consecutive years. The Act also provided for additionaltransition period of three (3) years from the commencement of the Act, i.e. from April 1, 2014.TheMembers are informed that M/s. NAC & Associates, LLP, Chartered Accountants, having RegistrationNo : 003838N, are Statutory Auditors of the Company. Accordingly, M/s. NAC & Associates, LLP havecompleted period of ten (10) years and will also be completing the additional transition period ofthree (3) years at the conclusion of ensuing 30th Annual General Meeting, and the Company thereforeneeds to appoint a new auditor in their place. The Audit Committee and the Board of Directors haveplaced on record their appreciation for the professional services rendered by M/s NAC & AssociatesLLP, during their long association with the Company. Pursuant to and in light of the above, the Boardof Directors on the recommendation of Audit Committee has appointed M/s. SVP & Associates,Chartered accountants, Mumbai (ICAI Firm Registration 003838N) the as Statutory Auditors of theCompany, for a period of five (5) consecutive years from the conclusion of this Annual GeneralMeeting till the conclusion of the 35th Annual General Meeting of the Company, subject to the ratificationat the Annual General Meeting in each of the subsequent years during the aforementioned term oftheir appointment. The proposed auditor, M/s SVP & Associates, Chartered accountants, Mumbaihave confirmed that their appointment, if made, shall be in accordance with the limits specified underSection 141(3)(g) of the Act and that they are not disqualified to be appointed as statutory auditors interms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Actand the provisions of the Companies (Audit and Auditors) Rules, 2014 (as amended). Accordingly,consent of the Members is sought to the Resolution as set out at Item No. 3 of the Notice for approval.

None of the Directors and/or Key Managerial Personnel of the Company and/or their relatives isconcerned or interested, financial or otherwise, in the resolution set out at Item No. 4.



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CHAIRMANS' SPEECHLadies and Gentlemen,

It is my pleasure to Welcome you all at the 30th Annual General Meeting of your Company - RajPackaging Industries Limited. At the Outset, I would like to thank you for your continuous trust,support and patronage extended to the Company.

"I AM DELIGHTED TO ANNOUNCE THAT THE COMPANY HAS RECIEVED SME ACHIEVER AWARD INTHE YEAR 2017 FOR ITS OUTSTANDING PERFORMANCE AMONGST THE MSME INDUSTRY"

The Directors' Report, Auditor's Report and the Audited Accounts with the Notes thereon for the year2016-17 has been in your hands for some time now. With your consent, I shall take them as read.

Against the backdrop of a muted global economy, India's economy is an outperformer. For 2016-17,GDP growth is projected at 7.5%. This would make it one of the fastest growing among the largeeconomies. Government is also proactive in bringing policy changes and fulfilling commitmenttowards economic growth. As indicated by Central Government it is committed to meeting the currentyear's fiscal target of 3.5% of GDP. Overall, the economic fundamentals are sound.

During the year the Company has earned a total income of Rs. 3874.30 Lakhs against previous yearRs. 3757.43 Lakhs and the profit after tax is 100.60 Lakhs against 98.91 Lakhs in the Previous year. Iam glad to inform the Members that the Management has decided to declare dividend at the rate of 5%

The Annual Report sent to you gives a detailed overview of your Company's performance acrossvarious quantitative and qualitative parameters during the Year 2016-17

Your Company is also ready to take off and take advantage of new industrial policy by expanding thecapacity and going for vertical integration by setting up facilities for printing and lamination. TheCompany is planning to expand the capacity which will enhance CO-EX film capacity by 1900 MT P. Aand laminates capacity by 720 MT P.A. The expansion envisages CAPEX of Rs. 720 Lakhs. TheCompany is in discussion with Bankers to make arrangement for funds required.

In the view of the above expansion the Company seeks continuous support of all stakeholders as ithas always been.

I would like to thank my fellow Directors on the Board and the members of various Committee for theirsupport. I and my colleagues thank the Stock Exchange, NSDL, CDSL, Legal Advisors, Auditors, StateBank of India, Government of Telangana and other State and Central Institutions, for their valuablesupport and guidance.

Before I conclude, I wish to place on record my sincere thanks to the Shareholders for sustainedconfidence reposed in the Board and to our Customers for their Continued confidence in the Company.I also thank employees for their dedicated and sincere and the contribution made by them for theOrganization's growth and success.

Thank You,Chairman

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BOARD’S REPORTTo the Members,

The Directors have pleasure in presenting before you the Director's Report of the Company togetherwith the Audited Statements of Accounts for the year ended 31st March, 2017.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:The performance during the period ended 31st March, 2017 has been as under:

(Rs. in lakhs)

Particulars 2016-17 2015-16Total Income 3874.30 3757.43Total Expenditure 3721.52 3607.41Profit Before Tax 152,78 150.02Provision for Tax 52.18 51.11Profit after Tax 100.60 98.91Balance of Profit brought forward 405.97 334.57Additional Depreciation as per New Schedule II of Companies Act, 2013 --- --Profit available for appropriation 506.57 433.48Provision for Proposed Dividend 22.85 22.85Provision for Corporate Tax 4.65 4.65Balance Carried to Balance Sheet 479.07 405.98

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the companybetween 31st March, 2017 and the date of Board's Report. (i.e. 28/08/2017)

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board's Report there was no change in the natureof Business.

4. PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Section 73 of theCompanies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014, during thefinancial year under review.

5. TRANSFER TO RESERVES:

Directors have decided not to transfer any amount to reserves for the year.

6. DIVIDEND:

Your Directors are pleased to recommend a Dividend of Re. 0.50 per share on the Paid up EquityShare Capital of the Company in respect of the financial year 2016-17. The total outgo on accountof dividend, inclusive of dividend tax stands at Rs.27.50 lakhs, for which necessary provision hasbeen made in the accounts.

7. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review

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8. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

No material changes and commitments which could affect the Company's financial positionhave occurred between the ends of the financial year of the Company.

9. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review, no material or seriousobservation has been received from the Internal Auditors of the Company for inefficiency orinadequacy of such controls. The Company maintains appropriate system of internal control,including monitoring procedures, to ensure that all assets are safeguarded against loss fromunauthorized use or disposition. Company policies, guidelines and procedures provide foradequate checks and balances, and are meant to ensure that all transactions are authorized,recorded and reported correctly.

10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on thegoing concern status and the Company's operations in future.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The details of transactions/contracts/arrangements entered into by the Company with relatedparty(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, duringthe financial year under review, are furnished in detail somewhere else in the report (if applicable)and forms part of this Report.

12. BOARD MEETINGS DURING THE YEAR:

The Board of Directors duly met 5 (Five) times on 30.05.2016, 10.08.2016, 12.11.2016, 06.02.2017and 09.03.2017 in respect of which meetings, proper notices were given and the proceedingswere properly recorded and signed in the Minutes Book maintained for the purpose.

13. CORPORATE GOVERNANCE:

Corporate Governance is not applicable to the company since the paid up capital and net worthof the company is less than Rs.10.00 crores and Rs.25.00 crores respectively. However, thecompany voluntarily provides a separate section in the Annual Report titled "Report on CorporateGovernance" along with the Auditors' Certificate on Corporate Governance as stipulated underRegulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015.

14. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part ofthis Annual Report - Annexure I

15. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFOAND KEY MANANGERIAL PERSONNEL:

As per the provisions of the Companies Act 2013, Mr. Pushp Raj Singhvi (holding DIN: 00347511),managing Director retires at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

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The details of the appointment/re-appointment of the director/s:Particulars Name of the directorName Mr. Pushp Raj SinghviDIN 00347511Date of Birth 01.01.1944Date of Appointment 30.05.2016Qualifications B.Com, L.L.BNo. of Shares held in the Company 780Directorships held in other 1. Plastiblends India Limitedcompanies (excluding 2. Wim Plast Limitedprivate limited and 3. Shaily Engineeringforeign companies) Plastics Limited

4.Windsor Machines LimitedPositions held in mandatory Member of Audit Committee and Nomination &committees of other companies Remuneration Committee of Windsor Machines Limited

Chairman of Corporate Social Responsibility Committeeand member of Audit Committee and Nomination &Remuneration Committee in Shaily Engineering PlasticsLimitedChairman of Corporate Social Responsibility Committeein Wim Plast Limited

Relationship with otherdirectors of the Company No

16. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:The Company has received declarations from Dr. R.R Pujari, Mr. Suresh Chandra Bapna and Mr. V.S.N MurthyIndependent directors of the company to the effect that they are meeting the criteria of independence asprovided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015

17. DIRECTOR'S RESPONSIBILITY STATEMENT:In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:a) In the preparation of the annual accounts, the applicable accounting standards had been followed along

with proper explanation relating to material departures;b) The Directors had selected such accounting policies and applied them consistently and made judgments

and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairsof the company at the end of the financial year and of the profit and loss of the company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of this Act for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis; ande) The Directors had laid down internal financial controls to be followed by the company and that such

internal financial controls are adequate and were operating effectively.f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems were adequate and operating effectively.18. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES

/ ASSOCIATES:The Company does not have any subsidiaries/associates. No company has become its subsidiary or ceasedto become its subsidiary.

19. STATUTORY AUDITORS:The existing auditors M/s. NAC & Associates LLP, Chartered accountants will retire at the ensuing AnnualGeneral Meeting on expiry of their term. Accordingly, the Board recommends the appointment of M/s. SVP& Associates, as statutory auditors of the Company, in place of retiring auditors from the conclusion of this

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Annual General Meeting till the conclusion of 35th Annual General Meeting for a period of five consecutiveyears and the same is placed for approval by the shareholders.M/s. SVP & Associates have expressed their willingness for appointment

20. INTERNAL AUDITORS:M/s. MGM & Co., Chartered Accountants, are the internal Auditors of the Company.

21. SECRETARIAL AUDIT:Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act, 2013, Secretarial auditreport as provided by M/s. S. S. Reddy & Associates, Practicing Company Secretaries is annexed to thisReport as annexure.

22. INDIAN ACCOUNTING STANDARDS:The Ministry of Corporate Affairs vide its notification dated 16th February, 2015 has notified the Companies(Indian Accounting Standards) Rules, 2015. In pursuance of the said notification, the Company adopts IndianAccounting Standards with effect from 01st April, 2017. The implementation of Indian Accounting Standards(IAS) is a major change process for which the Company has set up a dedicated team and is providing desiredresources for its completion within the time frame. The impact of the change on adoption of said IAS is beingassessed.

22. AUDIT REPORTS:(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March31, 2017 and has noted that the same does not have any reservation, qualification or adverse remarks.However, the Board decided to further strengthen the existing system and procedures to meet all kindsof challenges that may occur in the industry.

(b) Secretarial Audit Report:The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisionsof section 204 of the Companies Act 2013 and does not have any qualifications, reservations oradverse remarks

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):Since the company does not have the net worth of Rs. 500 Crores or more, or turnover of Rs. 1000Crores or more, a net profit of Rs. 5 Crores or more during the financial year, section 135 of the CompaniesAct, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adoptany Corporate Social Responsibility Policy.

25. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS,2015:In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Companyhas signed uniform listing agreement with BSE Limited and framed the following policies which are availableon Company's website i.e. www.rajpack.com✦ Board Diversity Policy✦ Policy on preservation of Documents✦ Risk Management Policy✦ Whistle Blower Policy✦ Familiarisation programme for Independent Directors✦ Anti - Sexual Harrassment Policy✦ Related Party Policy✦ Code of Conduct

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:The required information as per Sec.134 of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy:Your Company’s operations are not energy intensive. Adequate measures have been taken to conserveenergy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

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B. Technology Absorption:1. Research and Development (R&D): NIL2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:Foreign Exchange Earnings: NILForeign Exchange Outgo: Rs. 1680.06 Lacs

27. INSURANCE:The properties and assets of your Company are adequately insured.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:The company has not given loans or Guarantees or made investments attracting section 186 of The CompaniesAct, 2013 during the year under review.

29. CREDIT & GUARANTEE FACILITIES:The Company has been availing facilities of Credit and Guarantee as and when required, for the business ofthe Company, from SBI,SME Branch, Saifabad.

30. DISCLOSURE ABOUT COST AUDIT:Cost Audit is not applicable to the Company.

31. RATIO OF REMUNERATION TO EACH DIRECTOR:Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment &Remuneration) Rules, 2014, the ratio of remuneration of Managing Director and Whole-time Director to medianemployees is 12.22:1 and 1.83:1 respectively.

32. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with theCompany which in the Judgment of the Board may affect the independence of the Directors.

33. CEO/ CFO CERTIFICATION:The Managing Director and CEO/ CFO certification of the financial statements for the year 2016-17 isprovided elsewhere in this Annual Report.

34. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THECOMPANY:The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

35. SECRETARIAL STANDARDS:The company is in compliance with SS 1 & SS 2.

36. EVENT BASED DISCLOSURES:During the year under review, the Company has not taken up any of the following activities:1. Issue of sweat equity share: The Company has not issued any sweat equity shares during the year

under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

2. Issue of shares with differential rights: The Company has not issued any shares with differentialrights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) ofthe Companies (Share Capital and Debenture) Rules, 2014.

3. Issue of shares under employee’s stock option scheme: The Company has not issued anyequity shares under Employees Stock Option Scheme during the year under review and hence noinformation as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies(Share Capital and Debenture) Rules, 2014

4. Non- Exercising of voting rights : During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a schemepursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules, 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of its shares: Thecompany did not purchase or give any loans for purchase of its shares.

6. Buy back shares: The company did not buy-back any shares during the period under review.7. Disclosure about revision: Since the company did not undergo any revision, this clause is Not

Applicable to the company for the period under review.8. Preferential Allotment of Shares: The company did not allot any shares on preferential basis during

the period under review.

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37. EMPLOYEE RELATIONS AND REMUNERATION:Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels inthe improved performance of the Company.None of the employees is drawing Rs. 8,50,000/- and above per month or Rs.1,02,00,000/- and above inaggregate per annum, the limits prescribed under Section 197(12) of Companies Act 2013 read with Rule 5of Companies(Appointment & Remuneration Of Managerial Personnel) Rules, 2014.

38. DISCLOSURE UNDER THE ANTI SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The SexualHarassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal ComplaintCommittee (ICC) has been set up to redress complaints received regarding sexual harassment. All employeesare covered under this policy.The following is the summary of sexual harassment complaints received and disposed during the calendaryear.• No. of complaints received : Nil• No. of complaints disposed off : Nil

39. ACKNOWLEDGEMENTS:Your Directors wish to place on record their appreciation of the contribution made by the employees at alllevels, to the continued growth and prosperity of your Company.Your Directors also wish to place on record their appreciation of business constituents, banks and otherfinancial institutions, other statutory authorities like SEBI, ROC, Stock Exchanges, NSDL, CDSL, etc andshareholders of the Company for their continued support for the growth of the Company.

For and on behalf of the BoardFor Raj Packaging Industries Limited

Sd/- Sd/-Place: Hyderabad Prem Chand Kankaria V.S.N. MurthyDate: 28.08.2017 Managing Director Director

(DIN: 00062584) (DIN: 00021952)

Code of ConductThe Company has formulated and implemented a Code of Conduct for Board Members and SeniorManagement of the Company. Requisite annual affirmations of compliance with the respective Codeshave been made by the Directors and Senior Management of the Company.Certificate of Code of Conduct for the year 2016-17 as per Regulation 17(5) read with Regulation34(3) Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.Raj Packaging Industries Limited is committed for conducting its business in accordance with theapplicable laws, rules and regulations and with highest standards of business ethics. The Companyhas adopted a “Code of Ethics and Business Conduct” which is applicable to all director, officers andemployees.I hereby certify that all the Board Members and Senior Management have affirmed the compliancewith the Code of Ethics and Business Conduct, under a certificate of Code of Conduct for the year2016-17.


Sd/-Place: Hyderabad Prem Chand KankariaDate: 28.08.2017 Managing Director

(DIN: 00062584)

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CORPORATE GOVERNANCE

**Corporate Governance is not applicable to the company as its paid up-equity capital and net

worth does not exceed Rs. 10 crores and Rs. 25 crores respectively. However, the company

voluntarily complies with Corporate Governance as a good governance measure to keep the

stakeholders informed about the company.

Raj Packaging Industries Limited is committed to best practices in the area of Corporate Governance.Good governance facilitates effective management and control of business, maintaining a high levelof business ethics and optimizing the value for all stakeholders.

The Corporate Governance Structure in the Company assigns responsibilities and entrusts authorityamong different participants in the organization viz. the Board of Directors, the Senior Management,Employees, etc.

COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

The Company’s philosophy on Corporate Governance is backed by Principles of Concern,Commitment, Ethics, Excellence and Learning in all its acts and relationships with Stakeholders,Clients, Associates and Community at large. This philosophy revolves around fair and transparentgovernance and disclosure practices in line with the principles of Good Corporate Governance. TheCorporate Governance Structure in the Company assigns responsibilities and entrusts authorityamong different participants in the organization viz. the Board of Directors, the Senior Management,Employees, etc. The Company believes that good Corporate Governance is a continuous processand strives to improve the Corporate Governance practices to meet shareholder’s expectations.

DATE OF REPORT

The information provided in the Report on Corporate Governance for the purpose of unanimity is ason 31st March, 2017. The Report is updated as on the date of the report wherever applicable.

1. BOARD OF DIRECTORS

A. COMPOSITION OF THE BOARD:

The Company is managed and controlled through a professional body of Board of Directors which isheaded by Mr. Prem Chand Kankaria, Managing Director. As on 31st March 2017, the Board of theCompany has 6 members (including 1 Managing Director, 1 Whole-Time Director and 3 IndependentNon-Executive Directors and 1 Non Executive Director). None of the Directors on the Board is aMember of more than 10 committees or Chairman of more than 5 companies across all theCompanies in which he is a Director.

The Board has been enriched with the advices and knowledge of the Independent Directors. None ofthe Independent Directors has any pecuniary or business relationship except receiving sitting fees.The composition of the Board of Directors as on 31.03.2017 and details of number of Directorships/committee chairmanships/memberships attendance particulars is as under:

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B. ATTENDANCE OF EACH DIRECTOR AT BOARD MEETING HELD DURING THE YEAR AND LASTANNUAL GENERAL MEETING AND NUMBER OF OTHER BOARD OF DIRECTORS IN WHICH A DIRECTORIS A MEMBER OR CHAIRPERSON.

C. MEETINGS DURING THE YEAR:The Board of Directors duly met 5 (Five) times on 30.05.2016, 10.08.2016, 12.11.2016, 06.02.2017and 09.03.2017 in respect of which meetings, proper notices were given and the proceedingswere properly recorded and signed in the Minutes Book maintained for the purpose.

D. DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SEMr. Prem Chand Kankaria, Managing Director and Ms. Neepa Kankaria, Whole-Time Director ofthe Company are inter-se related as Father and Daughter respectively.

E. NUMBER OF SHARES AND CONVERTIBLE INSTRUMENTS HELD BY NON-EXECUTIVE DIRECTORS:None of the Non-Executive Directors of the company holds any shares and Convertible Instrumentsin their name except Mr. Pushp raj Singhvi who is holding 780 shares in the company.

F. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:All new independent directors inducted into the Board attend an orientation program. The detailsof training and familiarization program are provided in the corporate governance report. Further,at the time of the appointment of an independent director, the Company issues a formal letter ofappointment outlining his / her role, function, duties and responsibilities.

G. INDEPENDENT DIRECTORS’ MEETING:As per clause 7 of the schedule IV of the Companies Act (Code for Independent Directors), aseparate meeting of the Independent Directors of the Company (without the attendance of Non-Independent directors) was held on 06.02.2017, and discussed the following:1. Evaluation of the performance of Non Independent Directors and the Board of Directors as

whole;

Name of Category of Number of Number of Attendance ParticularsDirector Directorship No Board

Director Committeeshipsships memberships in other held inotherCompanies Companies

M e m Chair Last Boardber man AGM meetings ‘16-17’

26.09.2017 held Attended

Mr. Prem Chand ManagingKankaria Director 1 -- -- Yes 5 5Ms. Neepa Whole-TimeKankaria Director -- -- -- Yes 5 5Dr. R.R. Pujari Non Executive &

IndependentDirector 5 -- -- No 5 5

Mr. V. Non Executive &Suryanarayana IndependentMurthy Director 4 3 1 No 5 5Mr. Suresh Non Executive &Chandra Bapna Independent

Director 4 -- -- No 5 4Mr. Pushp Raj Non Executive

Director 4 4 2 No 5 4

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2. Evaluation of the quality, content and timelines of flow of information between the managementand the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors of the Company were present at the meeting.As required under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015, the company regularly familiarizes IndependentDirectors with the Company, their roles, rights, responsibilities in the company, nature of theindustry in which the company operates, business model of the company etc.

2. AUDIT COMMITTEE (CONSTITUTED IN TERMS OF SEC 177 OF THE COMPANIES ACT, 2013 READWITH REGULATION 18 OF SEBI LODR REGULATIONS, 2015)A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:• Overview of the Company’s financial reporting process and disclosure of its financial

information to ensure that the financial statements reflect a true and fair position and thatsufficient and credible information is disclosed.

• Recommending the appointment and removal of external auditors, fixation of audit fee andalso approval for payment for any other services.

• Discussion with external auditors before the audit commences, about the nature and scopeof audit as well as post-audit discussion to ascertain any area of concern.

• Reviewing the financial statements and draft audit report including quarterly / half yearlyfinancial information.

• Reviewing with management the annual financial statements before submission to theBoard, focusing on:a. Any changes in accounting policies and practices;b. Qualification in draft audit report;c. Significant adjustments arising out of audit;d. The going concern concept;e. Compliance with accounting standards;f. Compliance with stock exchange and legal requirements concerning financial

statements andg. Any related party transactions

• Reviewing the company’s financial and risk management’s policies.• Disclosure of contingent liabilities.• Reviewing with management, external and internal auditors, the adequacy of internal control

systems.• Reviewing the adequacy of internal audit function, including the audit character, the structure

of the internal audit department, approval of the audit plan and its execution, staffing andseniority of the official heading the department, reporting structure, coverage and frequencyof internal audit.

• Discussion with internal auditors of any significant findings and follow-up thereon.Reviewing the findings of any internal investigations by the internal auditors into the matterswhere there is suspected fraud or irregularity or a failure of internal control systems of amaterial nature and reporting the matter to the Board.

• Looking into the reasons for substantial defaults in payments to the depositors, debentureholders, shareholders (in case of non-payment of declared dividends) and creditors.Reviewing compliances as regards the Company’s Whistle Blower Policy.

B. COMPOSITION, MEETINGS & ATTENDANCE:There were four (4) Audit Committee Meetings held during the year on 30.05.2016, 10.08.2016,12.11.2016 and 06.02.2017.

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Name Designation Category No of Meetings held No ofMeetingsattended

Mr. V. Suryanarayana Murthy Chairman NED(I) 4 4

Mr. Suresh Chandra Bapna Member NED(I) 4 4

Mr. R. R. Pujari Member NED(I) 4 4

NED (I) : Non Executive Independent Director3. NOMINATION AND REMUNERATION COMMITTEE (CONSTITUTED IN TERMS OF SEC 178 OF THE

COMPANIES ACT, 2013 READ WITH REGULATION 19 OF SEBI LODR REGULATIONS, 2015)The Committee comprises of three non-executive independent Directors

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:• To approve the fixation/revision of remuneration of Executive Directors of the Company and

while approving:a. to take into account the financial position of the Company, trend in the industry,

appointee’s qualification, experience, past performance, past remuneration etc.b. to bring out objectivity in determining the remuneration package while striking a balance

between the interest of the Company and the Shareholders.• To identify persons who are qualified to become Directors and who may be appointed in

senior management in accordance with the criteria laid down and to recommend to theBoard their appointment and /or removal.

• To carry out evaluation of every Director’s performance.• To formulate the criteria for determining qualifications, positive attributes and independence

of a Director, and recommend to the Board a policy, relating to the remuneration for theDirectors, key managerial personnel and other employees.

• To formulate the criteria for evaluation of Independent Directors and the Board.• To recommend/review remuneration of the Managing Director and Whole-time Director(s)

based on their performance and defined assessment criteria.B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANE DURING THE YEAR:

Name Designation Category No of No ofMeetings Meetingsheld attended

Mr. V. Suryanarayana Murthy Chairman NED(I) 2 2Mr. Suresh Chandra Bapna Member NED(I) 2 1Mr. R. R. Pujari Member NED(I) 2 2

NED (I) : Non Executive Independent DirectorC. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The Nomination & Remuneration Committee shall evaluate each individual with the objective ofhaving a group that best enables the success of the company’s business.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’ INDEPENDENCE:1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee foridentifying persons who are qualified to become Directors and to determine the independenceof Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:2.1 “Director” means a director appointed to the Board of a Company.

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2.2 “Nomination and Remuneration Committee means the committee constituted in accordancewith the provisions of Section 178 of the Companies Act, 2013, clause 49 of the Equity ListingAgreement and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.

2.3 “Independent Director” means a director referred to in sub-section (6) of Section 149 of theCompanies Act, 2013, Clause 49(II)(B) of the Equity Listing Agreement and Regulation 16 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:Qualifications and criteria3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual

basis, appropriate skills, knowledge and experience required of the Board as a whole andits individual members. The objective is to have a board with diverse background andexperience that are relevant for the Company’s operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take intoaccount factors, such as:

� General understanding of the company’s business dynamics, global business andsocial perspective;

� Educational and professional background� Standing in the profession;� Personal and professional ethics, integrity and values;� Willingness to devote sufficient time and energy in carrying out their duties and

responsibilities effectively.3.1.3 The proposed appointee shall also fulfill the following requirements:

� shall possess a Director Identification Number;� shall not be disqualified under the companies Act, 2013;� shall Endeavour to attend all Board Meeting and Wherever he is appointed as a

Committee Member, the Committee Meeting;� shall abide by the code of Conduct established by the company for Directors and

senior Management personnel;� shall disclose his concern or interest in any company or companies or bodies corporate,

firms, or other association of individuals including his shareholding at the first meetingof the Board in every financial year and thereafter whenever there is a change in thedisclosures already made;

� Such other requirements as any be prescribed, from time to time, under the companiesAct, 2013, Equity listing Agreements, Regulation 19 of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015.and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with theobjective of having a group that best enables the success of the company’s business.

3.2 Criteria of independence3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors

at time of appointment/ re-appointment and the Board shall assess the same annually.The Board shall re-assess determinations of independence when any new interest orrelationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down inCompanies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015.

An independent director in relation to a company, means a director other than a managingdirector or a whole-time director or a nominee director-

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a. who, in the opinion of the Board, is a person of integrity and possesses relevant expertise andexperience;b. (i) who is or was not a promoters of the company or its holding, subsidiary or associate

company;(ii) who is not related to promoters or directors of the company its holding, subsidiary

or associate companyc. who has or had no pecuniary relationship with the company, its holding, subsidiary or associate

company, or their promoters, or director, during the two immediately preceding financial year orduring the current financial year;

d. none of whose relative has or had pecuniary relationship or transaction with the company, itsholding, subsidiary or associate company, or their promoters, or directors, amounting to two percent or more of its gross turnover or total income or fifty lakh rupees or such higher amount asmay be prescribed, whichever is lower, during the two immediately preceding financial year orduring the current finance year;

e. who, neither himself nor any of his relative-(i) Holds or has held the position of a key managerial personnel or is or has been employee

of the or associate company in any of the three finance years immediately preceding thefinance year in which he is proposed to be appointed;

(ii) Is or has been an employee or proprietor or a partner, in any of the three finance yearimmediately preceding the financial year in which he is proposed to be appointed of-

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or itsholding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holdingsubsidiary or associate company amounting to ten per cent or more of the gross turnover ofmore of the gross turnover of such firm;(i) holds together with his relatives two per cent or more of the total voting power of the

company; or(ii) is a chief Executive or director, by whatever name called, of any non-profit organization that

receives twenty-five per cent or more of its receipt from the company any of its promoters, directors or its holding subsidiary or associate company or that holds two per cent ormore of the total voting power of the company; or

(iii) is a material supplier, service provider or customer or a lesser or lessee of the company.f. Shall possess appropriate skills experience and knowledge in one or more field of finance, law

management, sales, marketing administration, research, corporate governance, technicaloperations, corporate social responsibility or this disciplines related to the company’s business.

g. Shall possess such other qualifications as may be prescribed from time to time, under theCompanies Act, 2013.

h. who is not less than 21 years of age3.2.3 The independent Director shall abide by the “code for independent Directors “as specified

in Schedule IV to the companies Act, 2013.3.3 other directorships/ committee memberships3.3.1 The Board members are expected to have adequate time and expertise and experience to

contribute to effective Board performance Accordingly, members should voluntarily limit theirdirectorships in other listed public limited companies in such a way that it does not interferewith their role as director of the company. The NR Committee shall take into account thenature of, and the time involved in a director service on other Boards, in evaluating thesuitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10shall be public limited companies.

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3.3.3 A Director shall not serve an independent Director in more than 7 listed companies andnot more than 3 listed companies in case he is serving as a whole-time Director in anylisted company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of morethan 5 committee across all companies in which he holds directorships.For the purpose of considering the limit of the committee, Audit committee and stakeholder’srelationship committee of all public limited companies, whether listed or not, shall beincluded and all other companies including private limited companies, foreign companiesand companies under section 8 of the companies Act, 2013 shall be excluded.

REMUNERATION POLICY:The objectives of the remuneration policy are to motivate Directors to excel in their performance,recognize their contribution and retain talent in the organization and reward merit.The remuneration levels are governed by industry pattern, qualifications and experience of theDirectors, responsibilities should and individual performance.Remuneration policy for Directors, key managerial personnel and other employees1. Scope:1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for

recommending to the Board the remuneration of the directors, key managerial personnel andother employees of the company.

2. Terms and Reference:In this policy the following terms shall have the following meanings:

2.1 “Director” means a director appointed to the Board of the company.2.2 “key managerial personnel” means

(i) The Chief Executive Officer or the managing director or the manager;(ii) The Company Secretary;(iii) The Whole-time Director;(iv) The Chief Financial Officer; and(v) Such other office as may be prescribed under the companies Act, 2013

2.3 “Nomination and Remuneration committee” means the committee constituted by Board inaccordance with the provisions of section 178 of the companies Act, 2013, clause 49 of the EquityListing Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.

3. Policy:3.1 Remuneration to Executive Director and key managerial personnel3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee

shall review and approve the remuneration payable to the Executive Director of the companywithin the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approve theremuneration payable to the key managerial personnel of the company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnel shallinclude the following components:

(i) Basic pay(ii) Perquisites and Allowances(iii) Stock Options(iv) Commission (Applicable in case of Executive Directors)(v) Retirement benefits(vi) Annual performance Bonus

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Name of the Salary Sitting Number of Service Stock Fixed PerformanceDirector (Rs) fees (Rs) shares held Contracts Option Component Based

Details IncentiveMr. Prem ChandKankaria 4200000 -- 532016 - - - -Ms. NeepaKankaria 1140000 -- 97650 - - - -Mr. SureshChandra Bapna -- 40000 -- - - - -Mr. V. Suryanarayana Murthy -- 50000 -- - - - -Dr. R. R. Pujari -- 50000 -- - - - -Mr. Pushp rajSinghvi -- 40000 780 - - - -

BOARD EVALUATIONPursuant to the provisions of the Companies Act, 2013 and SEBI LODR Regulations, the Board hascarried out the annual performance evaluation of its own performance, the Directors individually aswell as the evaluation of the working of its Audit, Nomination and Remuneration and other Committeesof the Board. Structured questionnaires were prepared after taking in to consideration inputs receivedfrom the Directors, covering various aspects of the Board’s functioning such as adequacy of thecomposition of the Board and its Committees, Board culture, execution and performance of specificduties, obligations and governance. A separate exercise was carried out to evaluate the performanceof individual Directors including the Chairman of the Board, who were evaluated on parameters suchas level of participation in the meetings and contribution, independence of judgments, safeguardingthe interest of the Company and other stakeholders, etc. The performance evaluation of the

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NRcommittee and Annual performance bonus will be approved by the committee based onthe achievement against the Annual plan and Objectives.

3.2 Remuneration to Non – Executive Directors3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the

remuneration payable to the Non – Executive Directors of the Company within the overalllimits approved by the shareholders as per the provisions of the Companies Act.

3.2.2 Non – Executive Directors shall be entitled to sitting fees attending the meetings of theBoard and the Committees thereof. The Non- Executive Directors shall also be entitled toprofit related commission in addition to the sitting fees.

3.3. Remuneration to other employees3.3.1. Employees shall be assigned grades according to their qualifications and work experience,

competencies as well as their roles and responsibilities in the organization. Individualremuneration shall be determined within the appropriate grade and shall be based onvarious factors such as job profile skill sets, seniority, experience and prevailingremuneration levels for equivalent jobs.

REMUNERATION OF DIRECTORS:PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS VIS-À-VISTHE LISTED COMPANY: The Non- Executive Directors have no pecuniary relationship or transactions.CRITERIA FOR MAKING PAYMENTS TO NON-EXECUTIVE DIRECTORS: As per the remuneration policyof the company.REMUNERATION TO DIRECTORS PAID DURING THE FINANCIAL YEAR 2016-17 AND OTHERDISCLOSURES:

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B. NAME AND DESIGNATION OF COMPLIANCE OFFICERMs. Khushboo Joshi, Company Secretary of the company, is the compliance officer of theCompany.

C. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE YEAR2016-17

INVESTOR COMPLAINTSParticularsYear ended 31.03.2017Pending at the beginning of the year NIlReceived during the year NILDisposed of during the year NILRemaining unresolved at the end of the year NIL

5. RISK MANAGEMENT COMMITTEE:A.) COMPOSITION:The Details of composition of the Committee are given below:

Name Designation Category

Mr. Suresh Chandra Bapna Chairperson NED(1)

Mr. V. Suryanarayana Murthy Member NED(1)

Ms. Neepa Kankaria Member ED

NED (I) : Non Executive Independent DirectorED : Executive DirectorB) ROLE AND RESPONSIBILITIES OF THE COMMITTEE INCLUDES THE FOLLOWING:

� Framing of Risk Management Plan and Policy� Overseeing implementation of Risk Management Plan and Policy� Monitoring of Risk Management Plan and Policy� Validating the process of risk management� Validating the procedure for Risk minimisation.� Periodically reviewing and evaluating the Risk Management Policy and practices with

respect to risk assessment and risk management processes.� Continually obtaining reasonable assurance from management that al known and

emerging risks have been identified and mitigated or managed.

Name Designation Category

Mr. Suresh Chandra Bapna Chairperson NED(I)

Mr. V. Suryanarayana Murthy Member NED(I)

Mr. R. R. Pujari Member NED(I)

NED (I) : Non Executive Independent Director

4. STAKEHOLDER’S RELATIONSHIP COMMITTEE:

A) COMPOSITION:

The Details of composition of the Committee are given below:

Independent Directors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors

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6. DETAILS ON GENERAL BODY MEETINGS:A. LOCATION, DATE AND TIME OF LAST THREE AGMS AND SPECIAL RESOLUTIONS THERE

AT AS UNDER:

Financial Date Time Location Special / Ordinary

Year Resolution

2015 - 2016 26.09.2016 03:30 P.M. Hotel Inner Cirlce, 1. Appointment of Mr. PushpLane Beside Saboo Raj Singhvi as Director ofMotors, Rajbhavan the Company.Road, Hyderabad.Telangana, India

2014-2015 29.09.2015 11:30 AM Hotel Inner Cirlce, 1. Re-appointment ofLane Beside Saboo Mr. Prem Chand KankariaMotors, Rajbhavan (DIN:00062584) asRoad, Hyderabad. Managing DirectorTelangana, India

2. Appointment ofMs. Neepa Kankaria asDirector of the company.3. Appointment ofMs. Neepa Kankaria asExecutive Director of thecompany.4. Appointment ofMr. V S N Murthy(DIN: 00021952) andMr. Suresh Chandra Bapna(DIN: 00154834) asIndependent Directorof the Company.5. Amendment of Articles ofAssociation of the Company.

2013-2014 27.09.2014 11:00 AM Hotel Inner Cirlce, 1. Appointment ofLane Beside Saboo Dr. R. R PujariMotors, Rajbhavan (DIN 00018994) as anRoad, Hyderabad. Independent DirectorTelangana, India of the Company.

2. For mortgaging theproperties of the companyin favour of the lenders andalso for exercising theborrowing limits up to anaggregate amount ofRs. 15 Crores for thepurpose of business of thecompany3. Amendment of articles ofassociation of the Company.

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B. PASSING OF RESOLUTIONS BY POSTAL BALLOT:

There were no resolutions passed by the Company through Postal Ballot during the financialyear 2016-17.

7. DISCLOSURES

A. MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS:

During the year under review, the Company had not entered in to any materially significanttransaction with any related party. During the year, the Company had not entered into any othercontract/arrangement/transaction with related parties which could be considered material inaccordance with the policy of the company on materiality of related party transactions that mayhave potential conflict with the interests of the Company at large. All the related party transactionsduring the year are in the ordinary course of business and on arm’s length basis.

B. COMPLIANCES:

There are no penalties imposed on the Company by the Stock Exchanges or SEBI or any otherstatutory authority on any matter related to capital markets, during the last three years.

C. WHISTLE BLOWER POLICY: (SET UP IN TERMS OF SEC 177 OF THE COMPANIES ACT, 2013READ WITH REGULATION 22 OF SEBI LODR REGULATIONS, 2015)

The Company has a whistle blower policy in place for reporting the instances of conduct whichare not in conformity with the policy. Directors, employees, vendors or any person having dealingswith the Company may report non-compliance to the Chairman of the Audit Committee, whoreviews the report. Confidentiality is maintained of such reporting and it is ensured that thewhistle blowers are not subjected to any discrimination. No person was denied access to theAudit Committee.

D. CODE OF CONDUCT

The Company has formulated and implemented a Code of Conduct for Board Members andSenior Management of the Company. Requisite annual affirmations of compliance with therespective Codes have been made by the Directors and Senior Management of the Company.

Declaration on Code of Conduct for the year 2016-17

This is to confirm that the Board has laid down a code of conduct for all Board members andsenior management personnel of the Company. The code of Conduct has also been posted onthe website of the Company. It is further confirmed that all Directors and senior managementpersonnel of the Company have affirmed compliance with the Code of Conduct of the Companyfor the financial year ended on March 31, 2017 as envisaged in Regulation 26(3) of the ListingRegulations.

E. Disclosure of Accounting Treatment

The Company has complied with the appropriate accounting policies and has ensured that theyhave been applied consistently. There have been no deviations from the treatment prescribed inthe Accounting Standards notified under Section 129 of the Companies Act, 2013.

F. CEO/ CFO Certification

The Whole time Director and CEO/ CFO certification of the financial statements for the year 2016-17 is provided elsewhere in this Annual Report.

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G. COMPLIANCE WITH THE MANDATORY REQUIREMENTS AND ADOPTION OF THE NON-MANDATORY REQUIREMENTS OF SEBI (LISTING OBLIGATIONS AND DISLOSUREREQUIREMENTS) REGULATIONS, 2015.

All mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 have been appropriately complied with and the status of non-mandatoryrequirements is given below:

i. The Company does not have Chairman and hence the provisions for Non-ExecutiveChairman are not applicable. All other requirements of the Board during the year havebeen complied with.

ii. The financial Statements are free from any Audit Qualifications.

8. MEANS OF COMMUNICATION:

The quarterly, half-yearly and yearly financial results will be sent to the Stock Exchangesimmediately after the Board approves the same and these results will also be published inprominent daily newspapers. These financial statements, press releases are also posted onthe Company’s website, at www.rajpack.com. As the financial performance of the Company iswell published, individual communication of half yearly results are not sent to the shareholders.

9. GENERAL SHAREHOLDER INFORMATION:

A. ANNUAL GENERAL MEETING:

Day, Date, Time and Venue: Wednesday, 27th September, 2017 at 11.00 a.m.

Venue: Hotel Inner Circle, Lane Beside Saboo Motors, Rajbhavan Road, Hyderabad,Telangana - 500082.

B. FINANCIAL YEAR AND FINANCIAL YEAR CALENDAR 2016-17 (TENTATIVE SCHEDULE)

Financial year to which the Annual General Meeting relates: 2016-17

Financial calendar: 2017-18 (tentative)

Adoption of Quarterly results for the Quarter ending

• 30th June, 2017 : 28.08.2017 (declared)

• 30th September, 2017 : on or before 14.12.2017

• 31st December, 2017 : on or before 14.02.2018

• 31st March, 2018 : on or before 30.05.2018

Annual General Meeting (Next year): August / September, 2018

C. DIVIDEND PAYMENT DATE: On or before 25.10.2017

D. NAME AND ADDRESS OF EACH STOCK EXCHANGE WHERE THE COMPANIES SECURITIES ARELISTED:

EXCHANGE: BSE LIMITED, P.J. Towers, Dalal Street, Mumbai- 400001

E. STOCK CODE:

EXCHANGE: BSE LIMITED SCRIP CODE: 530111

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F. STOCK MARKET PRICE DATA:Month High Low

April’16 35.90 30.40May’16 35.70 29.65

June’16 43.75 31.00July’16 42.95 33.65Aug’16 37.50 33.00Sept’16 37.40 32.75Oct’16 46.60 35.15Nov’16 47.75 36.00Dec’16 42.45 35.00Jan’17 44.90 33.00Feb’17 38.00 30.45Mar’17 32.00 34.05

D. IN CASE SECURITIES ARE SUSPENDED FROM TRADING:

The securities are not suspended from trading on any of the stock exchanges

E. REGISTRAR AND SHARE TRANSFER AGENTS:CIL Securities Ltd.214, Raghavaratna Towers,Chirag Ali Lane, AbidsHyderabad 500001.Ph.No. 23202465/66612093, Fax. 23203028

F. SHARE TRANSFER SYSTEM:

The Transfer of Shares is affected by the Registrars after necessary approval of the Board/ShareTransfer sub Committee. Transfer generally takes 1-2 weeks.

G. SHAREHOLDING PATTERN AS ON 31ST MARCH, 2017:

S. No Category No. of shares held Percentage of shareholdingA Shareholding of Promoter

and Promoter group1. Indian

Individual 1602446 35.072. Foreign

IndividualSub-Total A 1602446 35.07

B Public Shareholding1. Institutions - -2. Non Institutions 2967304 64.93

Sub Total B 2967304 64.93Grand Total (A+B) 4569750 100.00

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K. DISTRIBUTION OF SHAREHOLDING AS ON 31.03.2017No. Of Shares Upto No. Of holders % No. Of Shares %0 500 2037 79.98 300050 6.57501 1000 222 8.72 180701 3.951001 2000 107 4.20 174164 3.812001 3000 53 2.08 135559 2.973001 4000 27 1.06 96351 2,114001 5000 16 0.63 74765 1.645001 10000 33 1.30 246910 5.4010001 and above 52 2.04 3361250 73.55

2547 100 4569750 100D. DEMATERIALISATION & LIQUIDITY OF SHARES:

Trading in Company’s shares is permitted only in dematerialized form for all investors. The ISINallotted to the Company’s scrip is INE639C01013 in BSE. Investors are therefore advised to opena demat account with a Depository participant of their choice to trade in dematerialized form.Particulars No. of Shares % Share CapitalNSDL 2103606 46.03CDSL 2298578 50.30PHYSICAL 167566 3.67Total 4569750 100.00

M. COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES:The Company uses Forward Exchange Contracts to hedge its risks associated with foreigncurrency fluctuations as and when it is necessary relating to certain firm commitments andforecasted transactions. The Company does not enter into any such instruments for trading orspeculative purposes.

N. ADDRESS FOR CORRESPONDENCE: # 6-3-1090/C-4, Opp. Kapadia Lane, Raj Bhavan Road,Hyderabad – 500082, Telangana.

O. BOOK CLOSURE DATE: 23th September, 2017 to 27th September, 2017 (both days inclusive)P. LISTING FEES:

The equity shares of the Company are listed on BSE Ltd. The Company has paid the listing feesto BSE Limited.

Q. ELECTRONIC CONNECTIVITY: The Company has demat connectivity with both NSDL and CDSL.The ISIN is INE639C01013.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACOUNT

As per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, the company hereby discloses the details of unpaid/unclaimeddividend and the respective share thereof as follows:

Aggregate No. of No. of shareholders No. of shareholders Aggregate No. ofShareholders and who approached the to whom shares were Shareholders andthe outstanding company for transfer transferred from the outstandingshares in the of shares from suspense account shares in thesuspense account suspense account during the year. suspense account atat the beginning during the year. the end of the year.of the year.NIL NIL NIL NIL** Voting Right on these shares shall remain frozen till the rightful owner of such shares claimsthe shares.

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CERTIFICATE BY THE MANAGING DIRECTOR AND CFO OF THE COMPANYTo

The Board of Directors

Raj Packaging Industries Limited

Dear Sirs,

As required under Regulation 17(8) read with Part B, Schedule II of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, we state that:

1. We have reviewed the financial statements and the cash flow statement for the year ended 31stMarch 2017 and to the best of our knowledge and belief;

a. These statements do not contain any materially untrue statement nor omit any materialfact nor contain statements that might be misleading, and

b. These statements present a true and fair view of the company’s affairs and are in compliancewith the existing accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions entered into by the companyduring the year, which are fraudulent, illegal or violative of the company’s code of conduct.

3. We accept responsibility for establishing and maintaining internal controls, we have evaluatedthe effectiveness of the internal control systems of the company and we have disclosed to theauditors and the audit committee, deficiencies in the design or the operation of internal controls,if any, of which I was aware and the steps that I have taken or propose to take and rectify theidentified deficiencies and

4. That we have informed the auditors and the audit committee of:

a) Significant changes in the internal control during the year;

b) Significant changes in accounting policies during the year and that the same have beendisclosed in the notes to the financial statements; and

c) Instances of significant fraud of which we have become aware and the involvement of anyemployee having a significant role in the company’s internal control system.


Sd/- Sd/-Place: Hyderabad M. Narsimha Prem Chand KankariaDate: 28.08.2017 Chief Financial Officer Managing Director

(DIN: 00062584)

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MANAGEMENT’S DISCUSSION & ANALYSIS REPORTPursuant to SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, ManagementDiscussion and Analysis report covering the performance and outlook of the company is given below:• FORWARD LOOKING STATEMENT

Through this report Management percepts the business activities of the company and alsoanalyses the financial condition, performance and operation of the company thereby describingits objectives, expectations and predictions which includes words like plan, projects, estimatesand anticipates and so on which may be forward looking within the meaning of applicable lawsand regulations. Forward-looking statements are based on certain assumptions andexpectations of future events.Important factors that could influence the company’s operations include various internal as wellas external factors such as government’s policy changes which may not be in the hands of themanagement and company. All statements that address expectations or projections about thefuture, including but not limited to statements about the company’s strategy for growth, productdevelopment, market position and financial results, are forward-looking statements. The companycannot guarantee that these assumptions and expectations are accurate or will be realized. Thecompany’s actual results, performance or achievements, could thus differ materially from thoseprojected in any such forward-looking statements. The company assumes no responsibility topublicly amend, modify or revise any forward-looking statements, on the basis of any subsequentdevelopments, information or events.

• INDUSTRY STRUCTURE AND DEVELOPMENTSRaj Packaging Industries Ltd., is engaged in manufacture of multilayer co-extruded plastic film,a packaging product. It is medium scale manufacturing unit. It is a part of plastic packagingindustry. The packaging is essence to the many articles. Today, plastics are the material ofchoice in packaging for various sectors, the key factors being light weight, different packet sizes,shelf life for packaged product, ease in recycling, transportation, hygiene quotient and innovativevisual appeal for customers etc.The packaging industry in India is combination of both organized and unorganized playersoperating from small to medium to large scale industry. Because of no entry barrier andcomparative less capital investment several new units have been established in recent years.Demand for this industry is expected to grow due to growth prospects of end-user segments.Though Indian packaging industry is small when compared to global packaging industry, Inyears to come Indian packaging industry is anticipated to grow at annual rate of 18%.The industry is driven by factors like rising population, increase in income levels and changinglifestyles, customer friendly and growing retail markets with increase presence of multinationalcompanies.Today, plastics flexible packaging is preferred material for the sectors such as FMCG, food andbeverages, pharmaceuticals, automobiles etc. With more focus on increasing the capacityutilization, focus to develop a state-of-the-art, R&D the manufacturing units are going for technicalupgradation both in the machinery and process, along with use of new generation of rawmaterials.This has resulted into several new players coming into industry, existing players expanding andcreating new capacities thus opening new horizons. .

• OVERVIEW OF THE ECONOMIC SCENARIOAgainst the backdrop of a muted global economy, India’s economy is an outperformer. For 2016-17, GDP growth is projected at 7.5%. This would make it one of the fastest growing among thelarge economies. Government is also proactive in bringing policy changes and fulfillingcommitment towards economic growth. As indicated by Central Government it is committed to

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meeting the current year’s fiscal target of 3.5% of GDP. Overall, the economic fundamentals aresound. There have also been positive moves on the policy front, in areas related to ease of doingbusiness, promoting start-ups, and opening up more areas for foreign investment through theautomatic route AND MOST IMPORTANT is bringing of GOODS AND SERVICES TAX . It is thesingle largest reform measure which will prove to be a game changer in the way we do thebusiness. There are initial hiccups and procedural problems but with time they will be sorted out.Moreover, the government is substantially stepping up infrastructure spending. But in spite of allthese positives some hick up are there and will take time to give positive results For instance,capital investment will take time to revive, given stretched corporate balance sheets, low capacityutilization which means lower production and competition from imports. Slow global output andtrade growth will continue to impact exports. There is also the overhang of nonperforming assetsin the banking sector.The growth in the manufacturing sector has been subdued, including a decline in the output ofcapital goods .Another important area which need urgent attention is lowering of interest rates.Though containing inflation is important and may be top priority to the RBI but keeping highinterest rate is adversely effecting growth of the industries. Where most of advanced economiesare having zero or nearly zero percent interest rates – in India industries are subjecting to 12-14% interest rates in the name of inflation. This is highly unjust. Many of the project particularlyinfra projects are totally unviable with this interest rates and there is no incentive to go for them.And without establishing infra facilities -growth of economy and country is not possible. FortunatelyRBI has realized this and reduced Repo/Reverse Repo rates emphasing on Banks to reducetheir lending rates signaling that we are now entering into lower interest rate regime. This willgive boost to industrialization.

• BUSINESS PERFORMANCE AND OVERVIEW 2016-17The company continues to show reasonably good results and capacity utilization has beensteady and satisfactory keeping in view age of the plants.The company is operating in areas known to it and where it has been operating since years andbuild leadership. The areas are namely oil film and lamination films. The company has someloyal customers with whom it is working on regular basis. Company is also working with them insome of niche areas of film and developing new applications and new films. The share oflamination film is constantly increasing. The company has support of raw material suppliers andwith advent of new generation of raw material are trying to development new application of filmand new and better recipe which has tremendous support of their loyal customers.With reasonable good printing facilities company is able to provide good printed film.As mentioned in earlier paras the share of lamination film is increasing that shows that thismarket of laminates is showing very steady growth. As a matter of fact this growing at the rate of12-14% on y-o-y basis.With advent of mall culture and change of buying habits of people preferring packed foods , thereis marked change the packing industry and there is increasing demand of laminates for packingof food items. We have noticed change in traditional industry like oil packing shifting from normalsurface printed film Laminated film. Company has found that this is new area providing ampleopportunity for growth. So company entered into lamination industry in a very small way withexisting facilities. The company was successful in marketing the laminate to their existingcustomers in oil industry. Since is already making lamination film it was not difficult. Howver, it isfelt that company has to go full fledge in this area , for this need to put up new lamination machineand later new sophisticated printing line with high speed .The management is working out on these lines to identify machines and go for it. The result willbe known in the fourth quarter.

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Though company is back to earning profits and doing reasonably good . Board has decided tomaintain its tradition to share the fruits with its shareholders and declared divided of 5%.

• FINANCIAL REVIEW AND WORKING CAPITAL MANAGEMENTRPIL has shown total revenue of Rs4517 lakhs as compared to Rs.4383 lakhs for the year. Thecompany’s operating profit stood at Rs. 324.26 lakhs and PAT at Rs 152.77 lakhs for current yearas against Rs.334.29 lakhs and Rs.150.01 lakhs for previous year.The turnover and operating profit are steady and almost on similar lines as company is operatingat the same saturation level.CRISIL has reconfirmed the BB+ /Stable rating to company’s Cash Credit and Term Loanfacilities with the Bank.

• OUR OPPORTUNITYThe Indian plastic industry is making significant contribution to the economic development andgrowth in the country in various sectors. Domestic Consumption remains one of the key growthengines of the Indian economy where in more than 40% of packaging needs are served byplastics. Indian economy is demand and consumption based so less impacted by globaloccurrences and is seeing continuous growth.Plastic processing is the pillar of the economy in most of the advanced economies. Per capitaplastic utilization in India is around 11kg where as the global average is 28kg. India’s per capitaconsumption one of the lowest in Asia which would mean India has big potential to grow andthus there are many opportunities in years to come. Indian packaging industry is anticipated togrow at annual rate of 18%. Though Indian packaging industry is small when compared to globalpackaging industry; boom in organised retail and e-commerce offer huge potential for growth ofpackaging industry.Today, plastics are the material of choice in flexible packaging for the sectors such as FMCG,food and beverages, pharmaceuticals, automobiles etc. With growing population, significantadditions to the working age population over the medium to long term, rising disposable incomeseven in rural areas, changing lifestyles and governments policies and initiatives stressing onmanufacturing in the country, there is increase in demand for innovative packaging products.Further, India is emerging as the preferred destination for organized retail destination in theworld. Increased presence of global multinational companies and presence of E-commercehas boosted organized retail sector which in turn is pushing the growth of packaging sector.The Government’s current campaign on ‘Make in India’ which aims to turn the country into aglobal manufacturing hub will have positive impact on the growth of both plastic and packagingindustry.Raj Packaging will always look forward to take the advantage of the opportunity and will continueits efforts to maintain its leadership not just in the present market but try and expand the sameacross the country. It will further look into the areas where it can enhance its profitability with newproduct and new market.Recognizing the demand for flexible packaging globally, we are gearing our self up to grow,adopt, and identify new opportunities in the flexible packaging market. Presently the company issupplying its lamination film to converting industry for converting into laminates can now put upits own facility for making laminates which will give tremendous boost to revenues of the companyand increase its profitability.

• OUR CHALLENGESWhere there are opportunities and prospects for growth, there are challenges too, challengesfrom within and outside the company. Within the company the challenges are to maintain qualitystandards, customer satisfaction and development and focus on R&D for new products. Asmanufacturing industry is seeing a shift from low output/technology to high output and

33

sophisticated technology, to have sustainable growth, the company has to maintain its leadership,and to achieve this company has to invest in upgrading technology to improve productivity andquality of its products. These challenges are further overcome by developing new products,developing new markets, concentrating on niche and premium markets, and using improvedand better raw materials and procuring them at right time and right price. The challenge is tokeep the cost of production low. With the expected increased availability of raw material pricingand procuring at right time is a major challenge. Crude oil price is almost steady and demandsupply gap will determine the prices of polymers though in India we rely heavily on imports.India’s manufacturing sector is highly labor dependent. Moreover unreliable power and highenergy costs in India as compared to other countries add to high input costs.However, it is more difficult to meet challenges of external factors which are not in hands ofcompany and management. But it is necessary to face them.While the usage and benefits of plastics are manifold, it invariably gets branded as a pollutingmaterial. Improper disposal of plastics lead to pollution therefore the society needs to ensureproper disposal of plastic. Both government as well as industry needs to come forward to addressthe issue and bring awareness to general mass to follow the ritual of recycling plastic products.If plastics can be collected and disposed of or recycled as per laid down guidelines/rules thenthe issue of plastic waste can be suitably addressed.

• INTERNAL CONTROL SYSTEMS –THEIR ADEQUACYThe company has adequate internal control systems, commensurate with its size and complexityof operation. The company maintains an adequate and effective internal control systems andsuitable monitoring procedures with regard to purchase of raw material, stores, plant andmachinery, equipment and other assets as well as for sale of goods. The financial and commercialactivities have been structured to provide adequate support and controls for the business of thecountry.The company has Internal Auditors who carry out internal audit of financial records, humanresource and payroll management, Statutory Compliances, procurement policies and so on ofthe company. Their reports are submitted on quarterly basis which is being reviewed by AuditCommittee and Board of Directors, thus ensuring proper compliance of various laws and timelycorrective steps are taken for any lapse reported.The company believes business should conduct itself with conduct, ethics, transparency andaccountability.

• CORPORATE SOCIAL RESPONSIBILITYIt is imperative in today’s dynamic environment that any business should not only take care ofinterest of immediate stakeholders but also take care of earth, planet, universe and also societyin which it works. Fruits of its growth should be shared with the society.The company has been contributing towards development of area and people near to its factoryand will continue to do so.

• MATERIAL DEVELOPMENTS IN HUMAN RESOURCES /INDUSTRIAL RELATIONSThe company values its relationship with employees and ensures to create an environment andculture where employee is enthused to put his best efforts and maximize his contribution. Ouremployees are the force behind company’s growth. The company has Whistle blower policy,Sexual harassment Policy and The Code of Conduct for the Management and Employees areimplemented in letter and spirit .

• DISCLOSURE OF ACCOUNTING TREATMENTThe company has not carried out any treatment diffrent from that precriped in accouting standards

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ANNEXURE-IFORM MR-3

SECRETARIAL AUDIT REPORT(Pursuant to section 204(1) of the Companies Act, 2013 and

Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017

ToThe MembersM/s. Raj Packaging Industries LimitedWe have conducted the audit of the compliance of applicable statutory provisions and the adherenceto good corporate practices by M/s. Raj Packaging Industries Limited (hereinafter called “theCompany”). Audit was conducted in a manner that provided us a reasonable basis for evaluating thecorporate conducts/statutory compliances and expressing my opinion thereon.Based on our verification of the Company’s Books, Papers, Minute Books, Forms and Returns filedand other Records maintained by the Company and also the information provided by the Company,its officers, agents and authorized representatives during the conduct of secretarial audit, we herebyreport that in our opinion, the company has, during the financial year commencing from 1st April, 2016and ended 31st March, 2017, complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent, in themanner and subject to the reporting made hereinafter:

1. We have examined the books, papers, minute books, forms and returns filed and other recordsmaintained by the Company for the financial year ended on 31st of March, 2017 according to theprovisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under for specified sectionsnotified and came into effect on various dates;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there underto the extent of Foreign Direct Investment (FDI), Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The Securities and Exchange Board of India Act, 1992 (‘SEBI Act’)

2. Compliance status in respect of the provisions of the following Regulations and Guidelinesprescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI ACT’) is furnishedhereunder for the financial year 2016-17:-

i. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations, 2011; All the required disclosures from time to time and as andwhen applicable were complied with.

ii. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations, 2009; Not Applicable

iii. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,2009; Not Applicable

iv. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;Not Applicable

35

v. The Securities and Exchange Board of India (Registrars to an issue and Share TransferAgents) Regulations, 1993, regarding the Companies Act and dealing with client; NotApplicable

vi. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations, 2008; Not Applicable

vii. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,2014; Not Applicable

viii. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015 Insider Trading regulations; The Company has framed code of conduct for regulating& reporting trading by Insiders and for Fair Disclosure, 2015 and displayed the same oncompany’s Website i.e www.rajpack.com and all required disclosures from time totime as and when applicable are complied with.

ix. The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 were complied with to the extent applicable and

o The company has framed the policies as mentioned below and displayed the sameon the company’s website i.e www.rajpack.com.

� Board Diversity Policy

� Policy on Preservation of Documents

� Risk Management Policy

� Whistle Blower Policy

� Related party transaction policy

� Familiarisation programme for independent directors

� Sexual harassment policy

� Code of conduct

3. During the year the company has conducted 5 Board meetings, 4 Stakeholders RelationshipCommittee meetings, 4 Audit committee meetings and 2 Nomination & Remuneration Committeemeeting. We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreement entered into by the Company with Stock Exchange(s).

4. During the financial year under report, the Company has complied with the provisions of the NewCompanies Act, 2013, Old Companies Act, 1956 to the extent applicable and the Rules,Regulations, Guidelines, Standards, etc., mentioned above subject to the following observations;

5. The Company has identified the following laws applicable specifically to the Company:

a. Water (Prevention and control of Pollution) Act, 1974 and the rules made there under;

b. Air (Prevention and control of Pollution) Act, 1981 and the rules made there under;

c. Hazardous Wastes (Management, Handling and Transboundry Movement) Rules, 2008;

d. The Environment Protection Act, 1986;

36

OBSERVATIONS:

(a) As per the information and explanations provided by the Company, its officers, agents andauthorized representatives during the conduct of secretarial audit, we report that

(i) The provisions of the Foreign Exchange Management Act, 1999 and the Rules andRegulations made there under to the extent of:

• External Commercial Borrowings were not attracted to the Company under the financialyear under report;

• Foreign Direct Investment (FDI) was not attracted to the company under the financialyear under report;

• Overseas Direct Investment by Residents in Joint Venture/Wholly Owned Subsidiaryabroad was not attracted to the company under the financial year under report.

(ii) As per the information and explanations provided by the company, its officers, agents andauthorized representatives during the conduct of Audit, we report that the Company has not madeany GDRs/ADRs or any Commercial Instrument under the financial year under report.

We further report that:-

• The Board of Directors of the Company is duly constituted with proper balance of ExecutiveDirectors, Non-Executive Directors and Independent Directors. The changes in the compositionof the Board of Directors that took place during the period under review were carried out incompliance with the provisions of the Act.

• Adequate notice of board meeting is given to all the directors along with agenda at least sevendays in advance, and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and meaningful participation at the meeting.

• As per the minutes of the meeting duly recorded and signed by the Chairman, the decisions ofthe Board were unanimous and no dissenting views have been recorded.

• We, further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws, rules, regulations and guidelines.

• We further report that during the year under report, the Company has not undertaken event/actionhaving a major bearing on the company’s affairs in pursuance of the above referred laws, rules,regulations, guidelines, standards etc.

For S.S. Reddy & AssociatesS. Sarveswar Reddy

Place: Hyderabad ProprietorDate: 28.08.2017 C.P. No: 7478

M.No. A12611

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Annexure AToThe Members ofM/s. Raj Packaging Industries Limited

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the company. Ourresponsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonableassurance about the correctness of the secretarial records. The verification was done on testbasis to ensure that correct facts are reflected in secretarial records. We believe that theprocesses and practices we followed provide a reasonable basis for our opinion.

3. We have relied on the reports given by the concerned professionals in verifying the correctnessand appropriateness of financial records and books of accounts of the company.

4. Where ever required, we have obtained the Management representation about the complianceof laws, rules and regulations and happening of events etc.

5. The compliance of provisions of Corporate and other applicable laws, rules, regulations,standards is the responsibility of management. Our examination was limited to the verification ofprocedures on test basis.

6. The secretarial Audit report is neither an assurance as to future viability of the company nor of theefficacy or effectiveness with which the management has conducted the affairs of the company.

For S.S. Reddy & AssociatesS. Sarveswar Reddy

Place: Hyderabad ProprietorDate: 28.08.2017 C.P. No: 7478,

M. No. A12611

38

ANNEXURE- IIForm No. MGT 9

MGT 9Extract of Annual Return

As on the Financial Year 31.03.2017[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS :

REGISTRATION & OTHER DETAILS:

i. CIN L25209TG1987PLC007550

ii. Registration Date 18/06/1987

iii. Name of the Company Raj Packaging Industries Limited

iv. Category / Sub-Category of Company Limited by Sharesthe Company Indian Non-Government Company

v. Address of the Registered #6-3-1090/C-4, Opp. Kapadialane,office and contact details Raj Bhavan Road, Hyderabad, Telangana - 500082

[email protected]/ [email protected]

vi. Whether listed company Yes / No Yes

vii. Name, Address and Contact details CIL Securities Ltd.of Registrar and Transfer Agent, if any 214, Raghavaratna Towers,

Chirag Ali Lane,Hyderabad 500 001.Ph.No. 040- 23202465/66612093,Fax. 040- 23203028

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnover of the company shall

be stated:-

Sl.No. Name and Description NIC Code of the % to total turnover

of main Products/services Product\ services of the Company

1 Manufacture of Packaging products 99854 99.56

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:-

Sl. No. Name and Address CIN/GLN Holding/ % of Shares Applicableof the Company Subsidiary/ Held Section

Associates

The Company does not have any subsidiaries.

39

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding;-

CATEGORY NO. OF SHARES HELD AT THE NO. OF SHARES HELD AT THE END % OF SHARE BEGINNING OF THE YEAR OF THE YEAR CHANGE HOLDERS DURING

THEYEAR

Demat phy- Total % of Demat phy- Total % ofsical Total Total sical Total

shares shares shares

A. PROMOTERS1) Indian

Individual/ HUF 1215137 29950 1245087 27.25 1218458 200 1218258 26.66 (0.59)

Central Govt. -- -- -- -- -- -- -- -- --

State Govt .(s) -- -- -- -- -- -- -- -- --

Bodies Corp. 337359 20000 357359 7.82 384359 -- 384359 8.41 0.59

Banks / FI -- -- -- -- -- -- -- -- --

Sub-total (A) (1) :- 1552496 49950 1602446 35.07 1602617 200 1602817 35.07 --

(2) Foreign

a) NRIs -

Individuals -- -- -- -- -- -- -- -- --

b) Other -

Individuals -- -- -- -- -- -- -- -- --

c) Bodies Corp. -- -- -- -- -- -- -- -- --

d) Banks / FI -- -- -- -- -- -- -- -- --

e) Any

Other…. -- -- -- -- -- -- -- -- --

Sub-total (A) (2):- -- -- -- -- -- -- -- -- --

TOTAL SHAREHOLDING OFPROMOTER(A) =(A)(1)+(A)(2) 1552496 49950 1602446 35.07 1602617 200 1602817 35.07 --

B. PublicShareholding

1.Institutions

a) Mutual Funds -- -- -- -- -- -- -- -- --

b) Banks / FI 0 1000 1000 0.02 0 1000 1000 0.02 --

40

c) Central Govt -- -- -- -- -- -- -- -- --

d) State Govt(s) -- -- -- -- -- -- -- -- --

e) Venture Capital Funds -- -- -- -- -- -- -- -- --

f) InsuranceCompanies -- -- -- -- -- -- -- -- --

g) FIIs -- -- -- -- -- -- -- -- --

h) Foreign VentureCapital Fund -- -- -- -- -- -- -- -- --

i) Others (specify) -- -- -- -- -- -- -- -- --

2. Non Institutions

a) Bodies Corp.

i) Indian 176263 7700 183963 4.02 169767 7700 177467 3.88 (0.14)

ii) Overseas -- -- -- -- -- -- -- -- --

b) Individuals

i) Individualshareholdersholding nominalshare capitalup to Rs. 1 lakh 990168 155566 1145734 25.07 970489 154366 1124855 29.44 4.37

ii) Individualshareholdersholding nominalshare capital inexcess ofRs 1 lakh 1608538 - 1608538 35.20 1634422 -- 1634422 30.96 (4.24)

c) Others(specify)1. NRI 18022 4300 22322 0.49 19750 4300 24050 0.53 0.04

2. Clearing Members 5747 0 5747 0.12 5139 0 5139 0.11 (0.01)

Sub-total(B)(2):- 2798738 168296 2967304 64.93 2799567 167366 2966933 64.93 --

Total PublicShareholding(B)=(B)(1)+(B)(2) 2798738 168296 2967304 64.93 2799567 167366 2966933 64.93 --

C. Sharesheld byCustodianfor GDRs& ADRs -- -- -- -- -- -- -- -- --

GrandTotal(A+B+C) 4336134 233616 4569750 100.00 4402184 167566 4569750 100 --

41

(ii) Shareholding of PromotersSl. SHARE SHAREHOLDING AT THE SHAREHOLDING AT THE ENDNO. HOLDER’S BEGINNING OF THR YEAR *OF THR YEAR#

NAMENo. of %of total % of No. of % of % ofshares shares Shares shares total Shares

of the pledge/ shares pledge/company encumb- of the encumb-

ered to company eredtotal to total

shares shares

1 Prem ChandKankaria 490516 10.73 -- 532016 11.64 -- 0.91

2 Ramesh ChandraSinghi 177610 3.89 -- 157403 3.44 -- (0.45)

3 Rajendra Kankaria 41763 0.91 -- 41763 0.91 -- --

4. U C Bhandari 22650 0.50 -- -- -- -- (0.50)

5 Ramesh ChandraSinghi(HUF) 12000 0.26 -- 12000 0.26 -- --

6 ChetanyaSecurities Pvt Ltd 337359 7.38 -- 384359 8.41 -- 1.03

7 Deebee Finance&Invest CompanyPvtLtd 20000 0.44 -- -- -- -- 0.44

8 Shyama Kankaria 252503 5.53 -- 252503 5.53 -- --

9 Ashu Bhandari 31178 0.68 -- --- -- -- (0.68)

10 Chandra Singhi 38010 0.83 -- 38010 0.83 -- --

11 Neepa Kankaria 90000 1.97 -- 97650 2.14 -- 0.17

12 Neha Kankaria 37572 0.82 -- 37572 0.82 -- --

13 Bharat Bhandari 27771 0.61 -- 27771 0.61 -- --

14 Alka Kankaria 8480 0.19 -- 6736 0.15 -- (0.04)

15 Gaurav KumarBhandari 15034 0.33 -- 15034 0.33 -- --

%Change

inShare

holdingduring

theyear

42

(iii)Change in Promoters' Shareholding ( please specify, if there is no change):

Sl. Shareholder’s Name Shareholding at the Cumulative share No. beginning of the year holding during the year

Prem Chand Kankaria No. of % of total No. of % of totalShares shares of shares sharesof the

the companycompany

1 At the beginning of the year 490516 10.73 490516 10.73Date wise Increase /Decrease in TOTAL 41500 0.91 532016 11.64

PurchasesPromoters Share holding during 30.09.2016 15000the year specifying the reasons 17.02.2017 16500for increase / decrease 03.03.2017 10200At the End of the year 532016 11.64 532016 11.64

2. Ramesh Chandra Singhi No. of Shares % of total No. of % of totalshares shares sharesof the of thecompany company

At the beginning of the year 177610 3.89 177610 3.89Date wise Increase /Decrease in TOTAL (20207)

SalesPromoters Share holding during 30.06.2017 (230)the year specifying the reasons 08.07.2016 (2450)for increase / decrease 15.07.2016 (17527) 0.45 157403 3.44At the End of the year 157403 3.44 157403 3.44

3 U C Bhandari No. of % of total No. of % of totalShares shares shares shares

of the of thecompany company

At the beginning of the year 22650 0.50 22650 0.50Date wise Increase /Decrease in TOTAL (22650) 0.50 — —Promoters Share holding during Salesthe year specifying the reasons 22.09.2016 (22650)for increase / decreaseAt the End of the year — — — —

4 Chetanya Securities Pvt Ltd No. of Shares % of total No. of % of totalshares shares sharesof the of thecompany company

At the beginning of the year 337359 7.38 337359 7.38Date wise Increase /Decrease in TOTAL 470000 1.03 384359 8.41

PurchasesPromoters Share holding during 3.03.2017 2000the year specifying the reasons 10.03.2017 10000for increase / decrease 24.03.2017 10000

31.03.2017 25000

At the End of the year 384359 8.41 384359 8.41

43

5. Deebee Finance & Invest No. of % of total No. of % of totalCompany Pvt Ltd Shares shares shares shares


At the beginning of the year 20000 0.44 20000 0.44

Date wise Increase /Decrease in TOTAL (20000) 0.44 - -Promoters Share holding during Salesthe year specifying the reasons 22.09.2016 (20000)for increase / decrease

At the End of the year - - - -

6. Ashu Bhandari No. of % of total No. of % of totalShares shares shares shares



Date wise Increase /Decrease in TOTAL (31178) 0.68 — —Sales

Promoters Share holding during 13.01.2017 (5000)the year specifying the reasons 17.02.2017 (16510)for increase / decrease 24.02.2017 (9668)

At the End of the year — — — —

7. Alka Kankaria No. of % of total No. of % of totalShares shares shares shares



Date wise Increase /Decrease in TOTAL (1744) 0.04 6736 0.15Promoters Share holding during Salesthe year specifying the reasons 24.06.2016 (480)for increase / decrease 30.06.2016 (500)

21.10.2016 (400)28.10.2016 (64)18.11.2016 (300)


8. Neepa Kankaria No. of % of total No. of % of totalShares shares shares shares



Date wise Increase /Decrease in TOTAL 7650 0.17 97650 2.14Promoters Share holding during Purchasesthe year specifying the reasons 30.09.2016 7650for increase / decrease


44

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holdersof GDRs and ADRs):

Sl. Shareholder Name Shareholding at the Share holdingNO. beginning of the year at the

end of the year

No. of % of total No. of % of totalshares shares of shares shares of

the Company the Company

1 Madanchand Prasanchand 793511 17.36 802305 17.542 Kamal Kumar Keshwani 120587 2.64 120587 2.643 Sangeetha S 88540 1.93 88540 1.934 Tribhuwan Raj Bhandari 98058 2.14 43737 0.965 Prem Lata 70254 1.54 81285 1.786 HSCM Realtors Private Limited 60000 1.31 60000 1.317 Enviro Control Associates

(I) Pvt. Limited 36000 0.79 36000 0.798 Kushal Chand Kanstiya 8000 0.18 31223 0.689 Sushila Tated 27000 0.59 27000 0.5910 Nataraj V Angadi 25450 0.56 25450 0.56

(v) Shareholding of Directors and Key Managerial Personnel:

SL. For Each of the Directors Shareholding at the CumulativeNo. and KMP beginning of the year Shareholding

during the year

1. Prem Chand Kankaria No. of % of total No. of % of totalshares shares of shares shares

the of theCompany Company

At the beginning of the year 490516 10.73 490516 10.73(Increase)30.09.2016 15000 0.33% 505316 11.0617.02.2017 16500 0.36% 521816 11.4203.03.2017 10200 0.22% 531816 11.64At the End of the year 532016 11.64 532016 11.64

2 Neepa Kankaria No. of % of total No. of % of totalShares shares shares shares


At the beginning of the year 90000 1.97 90000 1.97Date wise Increase /Decreasein Share holding during theyear specifying the reasons forincrease / decrease:

45

30.09.2016 7650 7650 0.17 97650 2.14


3. DR. R.R. Pujari No. of % of total No. of % of totalShares shares shares shares


At the beginning of the year — — — —

Date wise Increase /Decreasein Share holding during theyear specifying the reasons forincrease / decrease: — — — —


4. V.S.N. Murthy No. of % of total No. of % of totalShares shares shares shares


At the beginning of the year — — — —

Date wise Increase /Decreasein Share holding during the yearspecifying the reasons forincrease / decrease: — — — —


5. Suresh Chandra Bapna No. of % of total No. of % of totalShares shares shares shares


At the beginning of the year— — — —

Date wise Increase /Decrease inShare holding during the yearspecifying the reasons for increase/ decrease: — — — —


6. Pushp Raj Singhvi No. of % of total No. of % of totalShares shares shares shares


*At the beginning of the year _ _ _ _

Date wise Increase /Decreasein Share holding during the yearspecifying the reasons forincrease / decrease: _ _ _ _

At the End of the year _ _ 780 0.02

*Not the Director of the Company as on 31st March, 2016

46

V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for paymentIndebtedness at thebeginning Secured Loans Unsecured Deposits Totalof the financialyear excluding Loans Indebtedness

depositsi) Principal Amount 6,22,345 2,00,00,000 - 2,06,22,345

ii) Interest due but not paid - 7,57,783 - 7,57,783

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 6,22,345 2,07,57,783 - 2,13,80,128Change in Indebtedness duringthe financial yearAddition Reduction (110460) (14257763) - (14368223)

Net Change (110460) (14257763) - (14368223)

Indebtedness at the end of thefinancial yeari) Principal Amount 511885 6500000 - 21380128

ii) Interest due but not paid - - - 7011885

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 511885 6500000 - 7011905

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl.No Particular of Remuneration Prem Chand Kankaria Neepa Kankaria- TOTAL Managing Director Executive Director AMOUNT

1. Gross salary (a) Salary as 36,00,000 1140000 47,40,000per provisions containedin section 17(1) of theIncome-tax Act, 1961

(b) Value of perquisites u/s 6,00,000 — 6,00,00017(2) Income-tax Act, 1961

(c) Profits in lieu of salaryunder section 17(3)Income tax Act, 1961

2. Stock Option — —

3. Sweat Equity — —

4. Commission- as % of profit- Others, specify… — —

5. Others, please specify — —

6. Total (A) 42,00000 11,40,000 5,340,000

7. Ceiling as per the Act — —

47

B. Remuneration to other directors:Sl. No Particular of V S N R R Pujari Suresh Chandra Pushp Raj TOTAL

Remuneration Murthy Bapna Singhvi AMOUNT1. Independent Directors

Fee for attending board/ committee meetings· Commission· Others, please specify 50000 50000 40000 40,000 180000Total (1) 50000 50000 40000 40,000 180000Other Non-ExecutiveDirectors· Fee for attending board/ committee meetings·commission· Others, please specify -- -- -- -- --Total (2)Total (B)=(1+2) 40000 30000 30000 40,000 180000Total ManagerialRemuneration -- -- -- -- 55,20,000Overall Ceilingas per the Act -- -- -- -- --

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTDSl.No Particular of Remuneration Keay Managerial Personnel

CEO Company CFO TotalSecretary Mr. M.

Narsimha1. Gross salary - 17592* 735600 753192

(a) Salary as per provisions contained insection 17(1) of the Income-tax Act, 1961(b) Value of perquisites u/s17(2)Income-tax Act, 1961(c) Profits in lieu of salary undersection 17(3) Income-tax Act, 1961

2. Stock Option -3. Sweat Equity -4. Commission

- as % of profit- others, specify… -

5. Others, please Specify

6. Total - 17592* 735600 753192

* Date of appointment - 09.03.2017

48

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Brief Details of Authority AppealCompanies Act Description Penalty / [RD / made,

Punishment/ NCLT/ if anyCompounding COURT] (givefees imposed Details)

A. COMPANY

Penalty — — — — —

Punishment — — — — —

Compounding — — — — —

B. DIRECTORS




C. OTHER OFFICERS IN DEFAULT




Annexure- III

DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149(7) of the Companies Act, 2013 and Regulation 16 (1) (b) ofthe Listing Regulations, the Company has received individual declarations from all the IndependentDirectors, whose names are appended herein below, confirming that they fulfill the criteria ofindependence as prescribed under Section 149(6) of the Companies Act, 2013 and the rules madethere under to hold the office of Independent Director of the Company for the financial year endedMarch 31, 2017.

1. Dr. R. R. Pujari;

2. Mr. V. S.N Murthy

3. Mr. Suresh Chandra Bapna

There has been no change in the circumstances which may affect their status as Independentdirector during the financial year under review.

49

Annexure- IVForm No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule

8(2) of the Companies

(Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certainarms length transactions under third proviso there to

1. Details of contracts or arrangements or transactions not at arm’s length basis -Nil

a. Name(s) of the related party and nature of relationship

b. Nature of contracts/arrangements/transactions

c. Duration of the contracts / arrangements/transactions

d. Salient terms of the contracts or arrangements or transactions including the value, if any

e. Justification for entering into such contracts or arrangements or Transactions date(s) ofapproval by the Board

f. Amount paid as advances, if any:

g. Date on which the special resolution was passed in general meeting as required underfirst proviso to section 188

2. Details of material contracts or arrangement or transactions at arm’s length basis- Nil

a. Name(s) of the related party: Chetanya Securities Private Limited

b. nature of relationship: Common Promoter Director

c. Nature of contracts/arrangements/transactions: Unsecured Loan taken by Raj PackagingIndustries Limited from Chetanya Securities Private Limited

d. Duration of the contracts / arrangements/transactions: on going

e. Salient terms of the contracts or arrangements or transactions including the value, if any:Loan amount 65,00,000/- procured at an interest rate of 12%

f. Date(s) of approval by the Board, if any: approved by Audit Committee and Board Meetingin last Financial year

f. Amount received/ (paid) as advances, if any: 65,00,000/- (as on 31.03.2017)

50

INDEPENDENT AUDITORS’ REPORTToThe Members ofRaj Packaging Industries LimitedReport on the Financial StatementsWe have audited the accompanying financial statements of Raj Packaging Industries Limited (“theCompany”), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit andLoss, the Cash Flow Statement for the year then ended, and a summary of the significant accountingpolicies and other explanatory information.Management’s Responsibility for the Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of theCompanies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that givea true and fair view of the financial position, financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted in India, including the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and design,implementation and maintenance of adequate internal financial controls, that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records, relevant to the preparationand presentation of the financial statements that give a true and fair view and are free from materialmis-statement, whether due to fraud or error.Auditors’ ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit.We have taken into account the provisions of the Act, the accounting and auditing standards andmatters which are to be included in the audit report under the provisions of the Act and the Rulesmade thereunder.We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10)of the Act. Those Standards require that we comply with the ethical requirements and plan andperform the audit to obtain reasonable assurance about whether the financial statements are freefrom material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and thedisclosures in the financial statements. The procedures selected depend on the auditor’s judgment,including the assessment of the risks of material misstatement of the financial statements, whetherdue to fraud or error. In making those risk assessments, the auditor considers internal financialcontrol relevant to the Company’s preparation of the financial statements that give a true and fair viewin order to design audit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness of theaccounting estimates made by the Company’s Directors, as well as evaluating the overall presentationof the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the financial statements.OpinionIn our opinion and to the best of our information and according to the explanations given to us, theaforesaid financial statements give the information required by the Act in the manner so required andgive a true and fair view in conformity with the accounting principles generally accepted in India, of the

51

state of affairs of the Company as at 31st March, 2017, and its profit and its cash flows for the yearended on that date.

Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “AnnexureA” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Companyso far as it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealtwith by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014;

e) On the basis of the written representations received from the directors as on 31st March,2017 taken on record by the Board of Directors, none of the directors is disqualified as on31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of theCompany and the operating effectiveness of such controls, refer to our separate report in“Annexure B”; and

g) With respect to the other matters to be included in the Auditors’ Report in accordance withRule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the bestof our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financial positionin the aforesaid financial statements – Refer Note 24B (1.2) to the financial statements.

ii) The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii) There has been a delay of 39 days in transferring the amount, required to betransferred, to the Investor Education and Protection Fund by the Company.

iv) The Company has provided requisite disclosures in the financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8th

November, 2016 to 30th December, 2016. Based on audit procedures and relying onthe management representation, we report that the disclosures are in accordancewith books of account maintained by the Company and as produced to us by theManagement. Also refer Note 24B (12) to the financial statements.

For NAC And Associates LLPFRN: 119375W/S200011Chartered Accountants

Sd/-Nikhil Surana

Place : Secunderabad PartnerDate : 25.05.2017 Membership No. : 232997

52

‘’ANNEXURE A’’ REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING “REPORT ON OTHER LEGALAND REGULARITY REQUIREMENTS” OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF RAJPACKAGING INDUSTRIES LIMITEDOn the basis of our examination of the books and records of the Company carried out in accordancewith the auditing standards generally accepted in India and according to the information andexplanations given to us, we state that:(i) (a) The Company is maintaining proper records showing full particulars, including quantitative

details and situation of fixed assets.(b) All the fixed assets have been physically verified by the management at regular intervals

during the year, which in our opinion is reasonable having regard to the size of the Companyand nature of its fixed assets. According to the information and explanations given to us, nodiscrepancy between the book records and physical inventory was noticed on suchverification.

(c) According to the information and explanations given to us and on the basis of our examinationof the records of the Company, the title deeds of immovable properties are held in the nameof the Company.

(ii) According to the information and explanation given to us, the management has conducted physicalverification of inventory at reasonable intervals during the year. Inventory lying with third partiesand in-transit have been verified by the management with reference to the confirmations receivedfrom them and/or with reference to subsequent receipt of goods. The discrepancies noticed onverification between the physical stock and book records were not material in relation to theoperations of the Company and have been properly dealt with in the books of account.

(iii) During the year, the Company has not granted any loans, secured or unsecured, to companies,firms, Limited Liability Partnerships or other parties covered in the register maintained underSection 189 of the Act. Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, during the year, theCompany has not, given any loans, made investments, issued guarantees and security in termsof Section 185 and 186 of the Act. Accordingly, paragraph 3(iv) of the Order is not applicable to theCompany.

(v) In our opinion and according to the information and explanations given to us and, no depositswithin the meaning of directives issued by RBI (Reserve Bank of India) and Sections 73 to 76 orany other relevant provisions of the Act and rules framed thereunder have been accepted by theCompany. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to theRules made by the Central Government for the maintenance of cost records under sub-section(1) of Section 148 of the Act in respect of Company’s products and are of the opinion that, primafacie, the prescribed accounts and records have been made and maintained. However, we havenot made a detailed examination of the cost records with a view to determine whether they areaccurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examinationof records of the Company, amounts deducted / accrued in the books of account in respectof undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and anyother statutory dues applicable, have generally been regularly deposited with the appropriateauthorities. According to the information and explanations given to us there were nooutstanding statutory dues as on 31st March, 2017 for a period of more than six months fromthe date they became payable.

53

(b) According to the information and explanations given to us and the records of the Companyexamined by us, there are no dues of income tax or sales tax or service tax or duty ofcustoms or duty of excise or value added tax which have not been deposited on account ofany dispute except the following:

Name of the Statute Nature Financial Amount Forum where theof dues Year (Rs.) dispute is pending

Andhra Pradesh Value Sales Tax AppellateAdded Tax Act, 2005 Sales Tax 2003-04 70,536 Tribunal

Andhra Pradesh Value Sales Tax AppellateAdded Tax Act, 2005 Sales Tax 2004-05 2,03,991 Tribunal

(viii) According to the records maintained by the Company and information and explanations givento us, the Company has not defaulted in repayment of dues to a bank. The Company does nothave any dues to financial institution, Government or debenture holders.

(ix) According to the information and explanations given to us, the Company has not raised anymoney by way of initial public offer or further public offer (including debt instruments) during theyear. The term loans outstanding at the beginning of the year and those raised during the yearhave been applied for the purpose for which they were obtained.

(x) During the course of our examination of the books and records of the Company, carried out inaccordance with the generally accepted auditing practices in India and according to theinformation and explanations given to us, we have neither come across any instance of fraud bythe Company or on the Company by its officers or employees nor have we been informed ofsuch case by the management.

(xi) 3. According to the information and explanations given to us and based on our examination ofthe records of the Company, the Company has paid/provided for managerial remunerationin accordance with the requisite approvals mandated by the provisions of Section 197 readwith Schedule V of the Act.

(xii) The Company is not a Nidhi Company and hence, reporting under clause 3(xii) of the Orderis not applicable.

(xiii) According to the information and explanations given to us and based on our examination ofthe records of the Company, transactions with the related parties are in compliance withSections 177 and 188 of the Act, where applicable, and details of such transactions havebeen disclosed in the financial statements as required by the applicable accountingstandards. (Refer Note 24B(7) to the financial statements).

(xiv) 4. According to the information and explanations given to us and based on our examination ofthe records of the Company, during the year under review, the Company has not made anypreferential allotment or private placement of shares or fully or partly convertible debenturesand hence, reporting requirements under clause 3(xiv) are not applicable to the Company.

(xv) 5. According to the information and explanations given to us and based on our examination ofthe records of the Company, the Company has not entered into non-cash transactions withdirectors or persons connected with them as per the provisions of Section 192 of the Act.Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) 6. The Company is not required to be registered under Section 45-IA of the Reserve Bank ofIndia Act, 1934.

For NAC And Associates LLP FRN: 119375W/S200011

Chartered Accountants

Nikhil SuranaPlace : Secunderabad PartnerDate : 25.05.2017 Membership No. : 232997

54

ANNEXURE B REFERRED TO IN PARAGRAPH 2(g) UNDER THE HEADING “REPORT ON OTHER

LEGAL AND REGULARITY REQUIREMENTS” OF OUR REPORT OF EVEN DATE TO THE MEMBERS

OF RAJ PACKAGING INDUSTRIES LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 (“the Act”)We have audited the internal financial controls over financial reporting of M/s. Raj Packaging IndustriesLimited (“the Company”) as of March 31, 2017 in conjunction with our audit of the financial statementsof the Company for the year ended on that date.Management’s Responsibility for Internal Financial ControlsThe Company’s management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountantsof India. These responsibilities include the design, implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly and efficient conductof its business, including adherence to company’s policies, the safeguarding of its assets, theprevention and detection of frauds and errors, the accuracy and completeness of the accountingrecords, and the timely preparation of reliable financial information, as required under the CompaniesAct, 2013.Auditors’ ResponsibilityOur responsibility is to express an opinion on the Company’s internal financial controls over financialreporting based on our audit. We conducted our audit in accordance with the Guidance Note on Auditof Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards onAuditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act,2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit ofInternal Financial Controls and, both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operated effectively inall material respects.Our audit involves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Our audit ofinternal financial controls over financial reporting includes obtaining an understanding of internalfinancial controls over financial reporting, assessing the risk that a material weakness exists, andtesting and evaluating the design and operating effectiveness of internal control based on the assessedrisk. The procedures selected depend on the auditor’s judgement, including the assessment of therisks of material misstatement of the financial statements, whether due to fraud or error.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the Company’s internal financial controls system over financial reporting.Meaning of Internal Financial Controls over Financial ReportingA company’s internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles.A company’s internal financial control over financial reporting includes those policies and proceduresthat

55

1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the company;

2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles, and thatreceipts and expenditures of the company are being made only in accordance with authorizationsof management and directors of the company; and

3) Provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition, use, or disposition of the company’s assets that could have a material effect on thefinancial statements.

Inherent Limitations of Internal Financial Controls over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including thepossibility of collusion or improper management override of controls, material misstatements due toerror or fraud may occur and not be detected. Also, projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject to the risk that the internalfinancial control over financial reporting may become inadequate because of changes in conditions,or that the degree of compliance with the policies or procedures may deteriorate.OpinionIn our opinion, the Company has, in all material respects, an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reporting wereoperating effectively as at March 31, 2017, based on the internal control over financial reportingcriteria established by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India.

For NAC And Associates LLP FRN: 119375W/S200011

Chartered Accountants

Nikhil SuranaPlace : Secunderabad PartnerDate : 25.05.2017 Membership No. : 232997

56

BALANCE SHEET AS AT 31st MARCH, 2017(All amounts in Indian Rupees, except otherwise stated)

I. EQUITY AND LIABILITIES1 Shareholders’ Funds

(a) Share Capital 2 45,697,500 45,697,500(b) Reserves and Surplus 3 58,143,130 50,833,464

2 Non-Current Liabilities(a) Long -Term Borrowings 4 6,889,798 20,511,885(b) Deferred Tax Liabilities (Net) 5 8,858,569 9,481,825

3 Current Liabilities(a) Short-Term Borrowings 6 75,342,941 51,840,961(b) Trade Payables Trade Payables

(i) Total outstanding dues of micro - - enterprises and small enterprises(ii) Total oustanding dues of creditors other 26,703,949 30,546,742 than micro enterprises and small enterprises

(c) Other Current Liabilities 7 2,224,393 3,970,333(d) Short Term Provisions 8 3,640,891 3,183,668

TOTAL 227,501,171 216,066,378II. ASSETS1 Non-Current Assets

(a) Fixed Assets : 9 Tangible Assets 52,744,343 60,616,101

(b) Non-Current Investments 10 100,000 100,000(c) Long-Term loans and Advances 11 2,382,775 2,382,775

2 Current Assets(a) Inventories 12 30,347,307 30,325,213(b) Trade Receivables 13 104,190,394 98,180,284(c) Cash and Bank Balances 14 11,626,613 462,139(d) Short-Term Loans and Advances 15 4,945,030 2,103,734(e) Other Current Assets 16 21,164,709 21,896,132TOTAL 227,501,171 216,066,378Significant Accounting Policies 1Other Notes 24

Sr.No.

PARTICULARS NoteNo.

As at31st March, 2017

As at31st March, 2016

Notes 1 to 24 form an integral part of the financial statementsAs per our attached report of even dateFor NAC And Associates LLP For and on behalf of the BoardChartered Accountants Sd/- Sd/- Sd/-Nikhil Surana Mr. Prem Chand Kankaria Mr. V.S.N. MurthyPartner Managing Director DirectorMembership No.: 232997 DIN: 00062584 DIN : 00021952

Sd/- Sd/-Mr.S.C.Bapna M. NarsimhaDirector Chief Financial OfficerDIN: 0154834 Sd/-

Place: Secunderabad Place : Hyderabad Khushboo JoshiDate : 25.05.2017 Date : 25.05.2017 Company Secretary

57

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2017(All amounts in Indian Rupees, except otherwise stated)

Sr.No.

PARTICULARS NoteNo.

For the Year ended31st March, 2017

For the Year ended31st March, 2016

I. Revenue from Operations 17 385,928,728 373,264,362II. Other Income 18 1,501,575 2,478,958III. Total Revenue (I + II) 387,430,303 375,743,320IV. Expenses:

Cost of Materials Consumed 19 306,006,677 291,695,382Changes in Inventories of Finished Goods,Work-in-Progress and Stock-in-Trade 20 (142,875) 1,036,555Employee Benefits Expense 21 14,179,160 12,189,633Finance Costs 22 10,512,595 11,784,885Depreciation 9 6,637,189 6,644,272Other Expenses 23 34,959,828 37,390,628

Total Expenses (IV) 372,152,574 360,741,355

V. Profit / (Loss) before tax (III- IV) 15,277,729 15,001,965

VI. Tax Expense:

Current Tax 5,841,297 4,966,939Deferred Tax (623,256) 144,042

VII. Profit / (Loss) for the year (V-VI) 10,059,688 9,890,984

VIII. Earnings per equity share of face value ofRs. 10 each.Basic and Diluted (in `) 2.20 2.16Weighted average number of equity sharesoutstanding 4,569,750 4,569,750

Significant Accounting Policies and 1Other Notes 24

Notes 1 to 24 form an integral part of the financial statementsAs per our attached report of even dateFor NAC And Associates LLP For and on behalf of the BoardChartered Accountants Sd/- Sd/- Sd/-Nikhil Surana Mr. Prem Chand Kankaria Mr. V.S.N. MurthyPartner Managing Director DirectorMembership No.: 232997 DIN: 00062584 DIN : 00021952



58

Particulars For the Year ended For the Year endedMarch 31, 2017 March 31, 2016

A) Cash Flow from Operating Activities :Net Profit/(Loss) after Tax as per Statement ofProfit and Loss 20,495,770 20,112,946Adjustment for :Tax Expense (5,218,041) (5,110,981)Provision for Bad Debts and Rebates and Rejections 1,161,040 1,964,418Depreciation 6,637,189 6,644,272Interest charged 10,512,595 11,784,885Gain on Foreign Exchange Fluctuation (Net) (681,906) (1,076,106)Interest Income (196,834) (279,577)Profit on Sale of Asset - (28,059)Operating Profit/(Loss) before Working Capital changes 32,709,813 34,011,798Adjustments for :(Increase)/Decrease in Inventories (22,094) (3,526,115)(Increase)/Decrease in Current Assets and Loans andAdvances (9,284,143) 3,258,625Increase/(Decrease) in Trade Payables and Current Liabilities (5,381,412) (3,207,213)

457,223 2,155,318Cash generated from Operations 18,479,387 32,692,413Direct Taxes Paid (6,067,543) (4,230,274)Net Cash (used in) / from Operating Activities 12,411,844 28,462,139

B) Cash Flow from Investing Activities :Purchase of Fixed Assets (Net) (452,888) (3,468,742)Interest Received 189,626 280,425Net Cash used in Investing Activities (263,262) (3,188,317)

C) Cash Flow from Financing Activities :Proceeds from Borrowings 9,879,893 (13,120,992)Interest Paid (12,028,161) (12,391,944)Net Cash from Financing Activities (2,148,268) (25,512,936)Net Increase/(Decrease) in Cash and Cash Equivalents 10,000,314 (239,114)Cash and Cash Equivalents as at the beginning of the year 462,139 701,253Cash and Cash Equivalents as at the end of the year 10,462,453 462,139

Notes: The above cash flow statement has been prepared by using the indirect method as per Accounting Standard 3 - on CashFlow Statements as defined in Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014.

"CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017 Amount in `

As per our attached report of even dateFor NAC And Associates LLP For and on behalf of the BoardChartered Accountants Sd/- Sd/- Sd/-Nikhil Surana Mr. Prem Chand Kankaria Mr. V.S.N. MurthyPartner Managing Director DirectorMembership No.: 232997 DIN: 00062584 DIN : 00021952



59

Note 2 - Shareholders’ Funds - Share Capital

Particulars As at 31st March 2017 As at 31st March 2016

Number Rs. Number Rs.

(A) Authorised Equity Shares of Rs. 10 each 5,000,000 50,000,000 5,000,000 50,000,000(B) Issued,Subscribed & Paid up Equity Shares of Rs. 10 each fully paid up 4,569,750 45,697,500 4,569,750 45,697,500

Total 4,569,750 45,697,500 4,569,750 45,697,500

Particulars As at 31st March 2017 As at 31st March 2016

Number Rs. Number Rs. Shares at the beginning of the year 4,569,750 45,697,500 4,569,750 45,697,500

Issued during the year - - - -

Shares outstanding at the end of the year 4,569,750 45,697,500 4,569,750 45,697,500

As per records of the Company, including its Register of Shareholders/Members and other declarationsreceived from shareholders regarding beneficial interest, the above shareholding represents bothlegal and beneficial ownership of shares.

(d) Aggregate number of bonus shares issued and shares issued for consideration other than cashduring the period of five years immediately preceeding the reporting date - Nil.

a) The Company has only oneclass of Equity Shares having par value of Rs.10. Each holder ofequity shares is entitled to only one vote per share. In the event of liquidation of the Company,the holder of equity shares will be entitled to receive the remaining assets of the Company, afterdistribution of all preferential and other payables. The distribution will be in proportion to thenumber of equity shares held by the shareholders.

(b) Reconciliation of shares outstanding at the beginning and at the end of the year

(C) The details of shareholders holding more than 5% shares

Name of Shareholder As at 31st March 2017 As at 31st March 2016No. of Shares % of No. of % of

held Holding Shares held HoldingMr. Prem Chand Kankaria (Promoter) 532,016 11.64% 490,516 10.73%Smt. Shyama Kankaria (Promoter Group) 252,503 5.53% 252,503 5.53%Mr. Madhanchand Prasanchand(Public) 832,805 18.22% 793,511 17.36%M/s. Chetanya Securities Private Limited(Promoter Group) 384,359 8.41% 337,359 7.38%

Notes to the Financial Statements(All amounts in Indian Rupees, except otherwise stated)

60

As at As at

Particulars 31st March, 2017 31st March, 2016

(a) Securities Premium ReserveAs per last Balance Sheet 9,900,000 9,900,000

9,900,000 9,900,000

(b) General ReserveAs per last Balance Sheet 335,971 335,971

(c) SurplusAs per last Balance Sheet 40,597,493 33,456,531Add: Net Profit for the current year 10,059,688 9,890,984Less: Proposed Dividend (2,284,875) (2,284,875)Less: Tax on Proposed Dividend (465,147) (465,147)

47,907,159 40,597,493

Total 58,143,130 50,833,464


Note 3 - Shareholders' Funds - Reserves and Surplus

(a) SecuredTerm loan from a Bank 511,885 622,345Rate of Interest 9.75 % p.a (Previous year: 9.75 % p.a)

(Term Loan form a Bank is secured by way ofhypothecation of vehicle purchased.It is repayable in 60 equal monthly instalments)Less: Current Maturities (Note 7 ) 122,087 110,460

389,798 511,885(b) Unsecured

Loan from a Related Party* 6,500,000 20,000,000(Repayable within 36 months)(Rate of Interest 14% p.a., Previous Year 14% p.a.)

Total 6,889,798 20,511,885* Refer Note 24B(7)(C)

Note 5 - Non-Current Liabilities - Deferred Tax LiabilityAs at As at


Deferred Tax Liability/(Asset) on account of :Depreciation 9,482,503 9,985,453Provision For Bad and Doubtful Debts (325,571) (205,265)Disallowances under Income Tax Act,1961 (298,363) (298,363)Net Deferred Tax Liability / (Asset) 8,858,569 9,481,825

Note 4 - Non-Current Liabilities - Long Term Borrowings As at As at


61

Particulars As at As at31st March, 2017 31st March, 2016

Secured, repayable on demandCash Credit Facility from a Bank(Rate of Interest 12.65 % p.a. to 13.05 % p.a.,Previous Year 13.05 %p.a.) 75,342,941 51,840,961

(Secured by a first charge by way of hypothecationof current assets of the Company, both present andfuture and by way of second charge on the tangibleassets . Further, these loans are guaranteed byManaging Director of the Company)

Total 75,342,941 51,840,961

Note 7 - Current Liabilities - Other Current Liabilities


Current Maturities of Term Loanfrom a Bank (Refer Note 3(a)) 122,087 110,460Advances received from Customers 80,700 340,898Unpaid Dividends * 298,678 352,358Interest accrued but not due - 757,783Other Payables:

Statutory Payables 1,599,928 2,057,334Printing Cylinder Deposits 123,000 351,500

Total 2,224,393 3,970,333

* These figures do not include any amounts, due and outstanding, to be credited to Investor Education& Protection Fund.

Note 8 - Current Liabilities - Short term provisions


OthersProvision for Income Tax (Net of Advance Tax andTDS of Rs. 91,29,065 ; Previous Year Rs. 99,05,567) 262,992 219,247Provision for Employee Benefits - Gratuity 627,881 214,399Provision for Proposed Equity Dividend 2,284,875 2,284,875Provision for Dividend Distribution Tax 465,147 465,147

Total 3,640,895 3,183,668


Note 6 - Current Liabilities - Short Term Borrowings

62

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Note 10 - Non Current Assets - Non Current InvestmentsAs at As at

31st March, 2017 31st March, 2016Non-Trade- Quoted

10,000 Units (PY : 10,000 Units) Fully Paid-up (Face 100,000 100,000 Value of Rs. 10 each Infrastructure Fund - Series 1 (G)

Total 100,000 100,000Market Value of Quoted Investment 136,349 106,239

Note 11 - Non-Current Assets - Long Term Loans and Advances As at As at

31st March, 2017 31st March, 2016

Unsecured, considered good

Security Deposits: Electricity Deposit 2,296,890 2,296,890 Rent Deposit 85,885 85,885

Total 2,382,775 2,382,775

Note 12- Current Assets - Inventories(valued at lower of cost and net realisable value)

As at As at31st March, 2017 31st March, 2016

Raw Materials 21,263,159 21,510,295 Finished Goods 1,032,952 4,085,995 Work-in- Progress 6,404,616 3,208,697 Printing Cylinders 508,500 556,000 Packing Materials 391,992 342,497 Printing Inks and Chemicals 746,088 621,729

Total 30,347,307 30,325,213

Note 13 - Current Assets - Trade Receivables As at As at

31st March, 2017 31st March, 2016Outstanding exceeding six months from the due dateUnsecured, Considered good 2,297,627 2,413,387Unsecured, Not Considered good 984,698 1,034,309Less: Provision for Doubtful Debts (984,698) (1,034,309)

2,297,627 2,413,387

OthersUnsecured, considered good 101,892,767 95,766,897

Total 104,190,394 98,180,284

Particulars

Particulars

Particulars

Particulars

64

As at As at31st March, 2017 31st March, 2016

Cash and Cash Equivalents(a) Balances with Banks:In Current Accounts 10,079,875 79,906In Unpaid Dividend Accounts 298,678 352,358(b) Cash on hand 83,900 29,875OthersMargin Money Deposits with original maturity of more 1,164,160 -than 3 months but less than 12 months

Total 11,626,613 462,139

Note 15 - Current Assets - Short Term Loans and Advances

As at As at 31st March, 2017 31st March, 2016

Unsecured, considered goodPrepaid Expenses 487,972 336,162Advances to Employees 163,000 153,000Advances to Suppliers 1,040,366 444,543Other Advances 3,003,692 1,020,029Earnest Money Deposits 250,000 150,000

Total 4,945,030 2,103,734

Note 16 - Current Assets - Other Current Assets As at As at

31st March, 2017 31st March, 2016Interest accrued on Deposits 169,008 161,800Balance with Excise Authorities 15,792,985 16,423,822Power Subsidy Receivable 1,240,277 1,240,277Sales Tax Incentive Receivable 3,962,440 4,070,234

Total 21,164,710 21,896,133


Note 14 - Current Assets - Cash and Bank Balances

Particulars

Particulars

Particulars

65

Note 18- Other IncomeFor the year ended For the year ended

31st March, 2017 31st March, 2016Interest Income 196,834 279,577Gain on Foreign Exchange Fluctuations (Net) 681,906 923,728Profit on Sale of Fixed Assets - 28,059Sales Tax Incentive - 1,247,594Decrease of Excise Duty on Inventory 429,137 -

Total 1,307,877 2,478,958 Note 19 - Cost of Materials Consumed

For the year ended For the year ended31st March, 2017 31st March, 2016

Opening Stock 21,510,295 16,063,820Add : Purchases 305,759,541 297,141,857

327,269,836 313,205,677Less : Closing Stock 21,263,159 21,510,295

Total 306,006,677 291,695,382Particulars of Material Consumed:


Plastic Granules 306,006,677 291,695,382Total 306,006,677 291,695,382

Note 20 - Changes in InventoryFor the year ended For the year ended

31st March, 2017 31st March, 2016Closing Stock:Finished Goods 1,032,952 4,085,995Work in Progress 6,404,616 3,208,697Opening Stock:Finished Goods 4,085,995 1,137,845Work in Progress 3,208,697 7,193,402

Total (142,875) 1,036,555 Note 21 - Employee Benefits Expenses


Salaries, Wages and Bonus 12,775,870 10,849,972 Contribution to Provident and Other Funds 533,789 494,683 Workmen and Staff Welfare Expenses 869,501 844,978

Total 14,179,160 12,189,633

Note 17- Revenue from operationsFor the year ended For the year ended

31st March, 2017 31st March, 2016Sale of ProductsManufactured Goods 450,229,189 435,911,764Less:Excise Duty (48,272,885) (46,688,421)Sales Tax Paid (16,027,576) (15,958,981)

385,928,728 373,264,362Other Operating IncomeDuty Drawback 193,698 -

Total 386,122,426 373,264,362

Particulars


Particulars

Particulars

Particulars

Particulars

Particulars

66

Notes to the Financial Statements(All amounts in Indian Rupees, except otherwise stated) Note 22 - Finance Cost


Interest Expenses on :- Term Loan 58,020 16,142- Cash Credit 6,398,125 6,942,427- Unsecured Loans 3,061,524 3,383,485- Others 9,378 14,009- Delayed payment of Income Tax 164,498 57,140

Other Borrowing Costs 821,050 1,371,682Total 10,512,595 11,784,885

Note 23 - Other ExpensesFor the year ended For the year ended

31st March, 2017 31st March, 2016Manufacturing Expenses

Packing Material Consumed 3,202,231 3,187,610 Inks & Chemicals Consumed 5,401,064 5,061,851 Stores & Spares Consumed 2,331,756 3,317,480 Power & Fuel 14,872,202 14,248,713 Job Work Charges 402,132 2,270,891 Repairs & Maintenance: - -Plant & Machinery 1,023,874 1,096,190 -Building 167,511 142,456 Printing Cylinder Charges 571,904 283,069

Subtotal 27,972,674 29,608,260 Administration and Other Expenses Payment to Auditors* 125,625 78,631 Legal & Professional Expenses 327,432 244,811 Directors’ Sitting Fees 180,000 100,000 Insurance 298,244 342,876 Office Rent 216,000 216,000 Rates and Taxes 179,126 199,420 Telephone, Postage and Telegram 252,283 261,324 Provision for Bad Debts 788,464 396,425 Provision for Loans and Advances - 372,764 Freight and Forwarding Expenses 2,620,622 2,993,742 Discount, Rebate and Rejections (Net) 372,576 1,145,229 Increase of Excise Duty on Inventory - 352,066 Miscellaneous Expenses 1,626,782 1,029,080

Sub-total 6,987,154 7,782,368Total 34,959,828 37,390,628

*Auditors’ Remuneration- for Statutory Audit 105,000 55,000- for Tax Audit 15,000 15,000- for Other Services 5,000 5,000- for Out of Pocket Expenses 625 3,631

Total 125,625 78,631

Particulars

Particulars

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SIGNIFICANT ACCOUNTING POLICIES FORMING PART OF THE FINANCIAL STATEMENT FOR THEYEAR ENDED 31st MARCH, 2017Note 1NATURE OF OPERATIONSRaj Packaging Industries Limited was incorporated on 18th June, 1987 in Hyderabad, Telangana.It has got manufacturing facility at the Bibinagar Mandal, Nalgonda District, Telangana and isengaged in the manufacture of multilayer co-extruded plastic film and flexible packaging material.It is a part of the plastic packaging material industry.

1. SIGNIFICANT ACCOUNTING POLICIESA. Basis of Accounting:

The financial statements of the Company have been prepared in accordance with theGenerally Accepted Accounting Principles in India (Indian GAAP) to comply with theAccounting Standards specified under Section 133 of the Companies Act, 2013 and therelevant provisions of the Companies Act, 2013 (“the 2013 Act”) / Companies Act, 1956(“the 1956 Act”), as applicable. The financial statements are prepared on accrual basisunder the historical cost convention. The accounting policies adopted in the preparationof the financial statements are consistent with those followed in the previous year.

All assets and liabilities have been classified as current and non-current, whereverapplicable as per the operating cycle of the Company as per guidance as set out inSchedule III to the Companies Act, 2013. Based on the nature of products and the timebetween the acquisition of assets for processing and their realization in cash and cashequivalents, the Company has ascertained its operating cycle to be 12 months for thepurpose of current and non-current classification of assets and liabilities.

B. Use of Estimates:The preparation of the financial statements in conformity with Indian GAAP requires theManagement to make estimates and assumptions considered in the reported amountsof assets and liabilities (including contingent liabilities) and the reported income andexpenses during the year. The Management believes that the estimates used inpreparation of the financial statements are prudent and reasonable. Future results coulddiffer due to these estimates and the differences between the actual results and theestimates are recognized in the periods in which the results are known/materialise.

C. Fixed Assets:i) Tangible Assets:

Tangible assets are stated at cost net of recoverable taxes, trade discounts andrebates, less accumulated depreciation and impairment loss, if any. The cost oftangible assets comprises its purchase price, borrowing cost and any cost directlyattributable to bringing the asset to its working condition for its intended use, netcharges on foreign exchange contracts and adjustments arising from exchangerate variations attributable to the assets.

Subsequent expenditure related to an item of Tangible asset are added to its bookvalue only if they increase the future benefits from the existing asset beyond itspreviously assessed standards of performance.

Assets which are not ready for their intended use are disclosed under Capital Work-in-Progress.

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D. Investments:

Investments are classified as current or non-current, depending upon the intention of themanagement when it is made. Investments that are readily realisable and intended to beheld for not more than a year are classified as current investments. All other investmentsare classified as non-current investments.

Current investments are stated at lower of cost and fair value determined on an individualinvestment basis. Non-current investments are stated at cost and provision for diminutionin their value, other than temporary, is made in the financial statements.

E. Inventories:

Inventories are valued at lower of cost or estimated net realizable value. Cost is determinedon “First-in-First Out” basis.

The cost in case of finished goods and semi-finished goods includes cost of purchase,cost of conversion and other costs including manufacturing overheads net of recoverabletaxes (on the basis of normal operating capacity) incurred in bringing the inventories totheir present location and condition.

F. Revenue Recognition:

Revenue is recognised only when risks and rewards incidental to ownership are transferredto the customer, it can be reliably measured and it is reasonable to expect ultimatecollection. Export sales are recognized once the Bill of Lading is issued. Local sales areinclusive of excise duty, wherever applicable and sales tax.

Dividend income is recognised when the right to receive payment is established.

Interest income is recognised on a time proportion basis taking into account the amountoutstanding and the interest rate applicable.

G. Borrowing Costs:

Borrowing costs that are attributable to the acquisition or construction of qualifying assetsare capitalised as part of the cost of such assets. A qualifying asset is one that necessarilytakes substantial period of time to get ready for its intended use. All other borrowing costsare charged to the Statement of Profit and Loss in the period in which they are incurred.

H. Depreciation:

Tangible Assets

Depreciation on Fixed Assets is provided to the extent of depreciable amount on theStraight Line Method (SLM). Depreciation is provided based on useful life of the assets asprescribed in Schedule II of the Companies Act, 2013.

Individual Assets costing less than Rs. 5,000 are fully depreciated in the year of purchase.

I. Impairment:

The carrying amounts of assets are reviewed at each Balance Sheet date if there is anyindication of impairment based on internal/ external factors. An asset is impaired whenthe carrying amount of the asset exceeds the recoverable amount. An impairment loss ischarged to the statement of Profit and Loss Account in the year in which an asset isidentified as impaired. An impairment loss recognised in prior accounting periods isreversed if there has been change in the estimate of the recoverable amount.

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J. Employee Benefits:Expenses and liabilities in respect of employee benefits are recorded in accordance withthe notified Accounting Standard 15 - Employee Benefits.i) Provident Fund:

Provident Fund is a defined contribution scheme and the contributions are chargedto the Statement of Profit and Loss as incurred.

ii) Gratuity:Gratuity is a post-employment benefit and is in the nature of a defined benefit plan.The liability recognised in the balance sheet in respect of gratuity is the presentvalue of the defined benefit/obligation at the balance sheet date together withadjustments for unrecognised actuarial gains or losses and past service costs.The defined benefit/ obligation is calculated at or near the balance sheet date by anindependent actuary using the projected unit credit method. Actuarial gains andlosses arising from past experience and changes in actuarial assumptions arecredited or charged to the statement of profit and loss in the year in which suchgains or losses are determined. The Company contributes to the Scheme with LifeInsurance Corporation of India based on actuarial valuation carried on by them as atthe close of the financial year.

iii) Leave Entitlement:The employees are entitled to accumulate leaves as per the rules of the Companyfor future encashment. Liability for leave entitlement is provided for on the basis ofthe eligible leaves at the close of the year.

K. Foreign Currency Transaction:Transactions in foreign currencies entered into by the Company are accounted at theexchange rates prevailing on the date of the transaction or at rates that closely approximatethe rate at the date of the transaction.Foreign currency monetary items of the Company, outstanding at the balance sheet dateare restated at the year-end rates. Non-monetary items of the Company are carried athistorical cost.Exchange differences arising on settlement / restatement of foreign currency monetaryassets and liabilities of the Company are recognised as income or expense in theStatement of Profit and Loss.The premium or the discount arising at the inception of the forward exchange contractsrelated to underlying receivables and payables are amortized as income or expense overthe period of the contracts.

L. Leases:Lease under which the Company assumes substantially all the risks and rewards ofownership are classified as finance lease. Such assets acquired are capitalized at fairvalue of the asset or present value of the minimum lease payments at the inception of thelease, whichever is lower. Lease payments under operating leases are recognised as anexpense in the Statement of Profit and Loss over the lease term.

M. Taxation:Current Tax

Current tax is the amount of tax payable on the taxable income for the year as determinedin accordance with the applicable tax rates and the provisions of the Income Tax Act, 1961and other applicable tax laws

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Deferred Tax

Deferred tax is recognised on timing differences, being the differences between the taxableincome and the accounting income that originate in one period and are capable of reversalin one or more subsequent periods. Deferred tax is measured using the tax rates and thetax laws enacted or substantively enacted as at the reporting date. Deferred tax liabilitiesare recognised for all timing differences. Deferred tax assets are recognised for timingdifferences of items other than unabsorbed depreciation and carry forward losses only tothe extent that reasonable certainty exists that sufficient future taxable income will beavailable against which these can be realised. However, if there are unabsorbeddepreciation and carry forward of losses, deferred tax assets are recognised only if thereis virtual certainty supported by convincing evidence that there will be sufficient futuretaxable income available to realise the assets. Deferred tax assets and liabilities areoffset if such items relate to taxes on income levied by the same governing tax laws andthe Company has a legally enforceable right for such set off. Deferred tax assets arereviewed at each balance sheet date for their realisability.

Minimum Alternate Tax (MAT)

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives futureeconomic benefits in the form of adjustment to future income tax liability, is considered asan asset if there is convincing evidence that the Company will pay normal income tax.Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable thatfuture economic benefit associated with it will flow to the Company.

N. Provisions, Contingent Liabilities And Contingent Assets:

Provision is recognised in the accounts when there is a present obligation as a result ofpast event(s) and it is probable that an outflow of resources will be required to settle theobligation and a reliable estimate can be made. Provisions (excluding employee benefits)are not discounted to their present value and are determined based on the best estimaterequired to settle the obligation at the reporting date. These estimates are reviewed ateach reporting date and adjusted to reflect the current best estimates.

Contingent liabilities are disclosed unless the possibility of outflow of resources is remote.

Contingent Assets are neither recognised nor disclosed in the financial statements.

O. Government Grants and Subsidies:

Government grants and subsidies from the government are recognized when there isreasonable certainty that the grant/subsidy will be received and all attaching conditionswill be complied with. Grant/Subsidy receivable against an expense is deducted fromsuch expenses and grant/subsidy receivable against specific fixed assets are adjustedto the cost of the assets.

P. Earnings Per Share:

Basic earnings per share is calculated by dividing the net profit or loss for the periodattributable to equity shareholders by the weighted-average number of equity sharesoutstanding during the period. The weighted-average numbers of equity sharesoutstanding during the period are adjusted for events including a bonus issue, bonuselement in a rights issue to existing shareholders, that have changed the number ofequity shares outstanding, without a corresponding change in resources.

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Note 24 : OTHER NOTES

1.1 Contingent Liabilities and Commitments (to the extent not provided for) - Nil.

1.2 The Company's pending litigations comprise of claims by and against the Company andproceedings pending with Sales Tax Authorities. The Company has reviewed all its pendinglitigations and proceedings and has made adequate provisions, wherever required anddisclosed the contingent liabilities, wherever applicable, in its financial statements. TheCompany does not reasonably expect the outcome of these proceedings to have a materialimpact on its financial statements.

2. In the opinion of the Board, all the assets other than Fixed Assets have a value on realization inthe ordinary course of business at least equal to the amount at which they are stated in theBalance Sheet. The provision for depreciation and all other known liabilities is adequate andnot in excess of the amount reasonably necessary.

3. Balances in Trade Payables, Trade Receivables, Other Current Liabilities and Loans andAdvances are subject to confirmations, reconciliation and adjustments. In the opinion of themanagement, adjustments, if any, on such confirmations / reconciliations will not have materialimpact on the profit for the year.

4. The Company has no dues to suppliers registered under Micro, Small and Medium EnterprisesDevelopment Act, 2006 ('MSMED Act'). The disclosure pursuant to the said MSMED Act are asfollows:

Particulars As at As atMarch 31, March 31,

2017 2016

Principal amount due to suppliers registered under theMSMED Act and remaining unpaid as at year end - -Interest due to suppliers registered under the MSMED Actand remaining unpaid as at year end - -

Principal amounts paid to suppliers registered under theMSMED Act, beyond the appointed day during the year - -Interest paid, other than under Section 16 of MSMED Act,to suppliers registered under the MSMED Act, beyond theappointed day during the year - -Interest paid, under Section 16 of MSMED Act, to suppliersregistered under the MSMED Act, beyond the appointedday during the year - -

Interest due and payable towards suppliers registered underMSMED Act, for payments already made - -

Further interest remaining due and payable for earlier years - -

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5. In terms of Accounting Standard 17, the Company operates materially only in one businessSegment viz., Plastic Films and has its production facilities and all other assets located inIndia. The Company's sales (net of tax) comprise of export sales of Rs. 29,54,796 (PreviousYear Rs. 69,66,138) and local sale of Rs. 38,29,73,932(Previous Year Rs. 36,62,98,224).

6.1 The Company uses Forward Exchange Contracts to hedge its risks associated with foreigncurrency fluctuations relating to certain firm commitments and forecasted transactions. TheCompany does not enter into any such instruments for trading or speculative purposes.

6.2 The year-end foreign currency exposures that have not been hedged are given below:Amounts payable in foreign currency on account of the following:

Year ended 31.03.2017 Year ended 31.03.2016Amount in US $ Amount in ` Amount in US $ Amount in `

Purchase of Goods/Services 2,33,880 1,51,64,452 2,67,181 1,77,22,907

7. Disclosure in respect of related parties pursuant to Accounting Standard 18:(A) List of related parties:

Related parties with whom company entered into transactions during the year:i) Enterprise having Common Key Management Personnel (‘KMP’):

M/s. Chetanya Securities Private Limitedii) Key Management Personnel (‘KMP’)

Mr. Prem Chand Kankaria, Managing DirectorMiss Neepa Kankaria, Whole Time DirectorMr. M.Narsimha, Chief Financial OfficerSmt. Khushboo Joshi, Company Secretary

(B) During the year, following transactions were carried out with related parties: Amount in `

S. No. Nature of Enterprise havingTransactions Common Key Key Management

Management PersonnelPersonnel

1. Unsecured Loan RepaidChetanya Securities Private Limited 1,70,13,155

(79,32,549) -2. Interest on Loan Taken

Chetanya Securities Private Limited 30,61,525(33,25,490) -

3. Managerial RemunerationShri Prem Chand Kankaria 42,00,000

(42,00,000)Mrs. Neepa Kankaria 11,40,000

(5,40,000)Shri. M.Narsimha 7,83,600

(7,35,600)Smt. Khushboo Joshi 17,592

(-)

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(C) Outstanding Balances as on 31.03.2017: Amount in `

S. No. Particulars Enterprise having KeyCommon Key Management Management Personnel

Personneli) Note 4- Non-Current Liabilities – Long

Term BorrowingsChetanya Securities Private Limited 65,00,000

(2,00,00,000) -ii) Current Liabilities - Trade Paybles

Shri Prem Chand Kankaria - 2,19,000(1,40,000)

Miss. Neepa Kankaria - 90,100(39,400)

Shri M.Narsimha - 55,624(52,664)

Smt. Khushboo Joshi 17,592(-)

iii) Other Current LiabilitiesChetanya Securities Private Limited - -

(7,57,783)iv) Guarantee for Cash Credit given by

Shri Prem Chand Kankaria 7,53,42,941(5,18,40,961) -

Notes:1. No amounts in respect of related parties have been written off / written back during the year.2. Figures in bracket represent previous year's figures.3. Related parties are as identified by the management and relied upon by the auditors.

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9 .1 Raw Materials Consumed: (MT. / Rupees)

8. Employee Benefit Plans :The following table set out the status of the gratuity plan as required under AS 15:

Amount in `

Reconciliation of Defined Benefit Obligations and As at As atPlanned Assets March31, March31,

2017 2016Change in Defined obligationObligation at the beginning of the year 11,89,911 9,45,335Interest cost - -Current Service cost - -Benefits paid - -Actuarial (gain)/loss in obligations 10,48,837 2,44,576Obligation at year end 22,38,748 11,89,911

Change in Fair value of Plan AssetsFair value of planned assets at the beginning of the year 9,75,512 3,47,922Expected return on the plan assets - -Contributions by the employer 16,10,867 9,75,512Benefits paid - -Actuarial gain/(loss)on plan assets - -Fair value of planned assets at year end 16,10,867 9,75,512

Reconciliation or Present Value of the obligation and the Fair value of the Plan AssetsLiability at year-end 22,38,748 11,89,911Fair value of plan assets at year-end 16,10,867 9,75,512Liability recognized in the balance sheet 6,27,881 2,14,399AssumptionsDiscount Rate 8% 8 %Salary Escalation Rate 6% 4 %

*The Company has entered into a Group Gratuity Scheme with Life Insurance Corporation of India(’LIC’) and the plan assets of the Company are being maintained by LIC.

Year ended 31st March,2017 Year ended 31st March,2016Rs. % Rs. %

Imported 17,05,03,070 55.72 18,53,39,664 63.54

Indigenous* 13,55,03,607 44.28 10,63,55,717 36.46

Total 30,60,06,677 100.00 29,16,95,381 100.00

* Includes sale of Raw Material 4.00 MTS. (Previous Year 19.20 MTS)

Particulars

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9. 2 Stores and Spares, Packing Materials and Inks and Chemicals consumed:Year ended 31st March,2017 Year ended 31st March,2016

Rs. % Rs. %

Imported 6,60,771 6.04 10,70,559 9.26

Indigenous 1,02,74,280 93.96 1,04,96,382 90.74

Total 1,09,35,051 100.00 1,15,66,941 100.00

10. Value of Imports on CIF basis in respect of: Amount in `Year ended Year ended31.03.2017 31.03.2016

Raw Materials 16,73,45,241 19,10,43,924Stores 6,60,771 10,70,559

11. Earnings in Foreign Exchange: Amount in `Year ended Year ended31.03.2017 31.03.2016

Export of goods calculated on FOB basis - 69,66,138

12. The details of Specified Bank Notes (SBN) held and transacted during the period from 8thNovember, 2016 to 30th December, 2016 are disclosed in the table below:

SBN's* Other Particulars Denomination Total

notesClosing Cash in hand as on 08/11/2016 2,67,000 14,796 2,81,796Add: Permitted receipts - - -Less: Permitted payments 67,000 1,69,856 2,36,856Less: Amount Deposited in banks 2,00,000 - 2,00,000Add: Withdrawal from bank after 8th - 2,60,000 2,60,000Closing Cash in hand as on 30/12/2016 - 1,04,940 1,04,940

* For the purpose of this clause, the term Specified Bank Notes (SBNs) shall have the same meaningprovided in the notification of the Government of India, Ministry of Finance, Department of CorporateAffairs, number S.O. 3407 (E), dated the 8th November, 201614. Previous year's figures have been regrouped / rearranged where ever necessary to conform to

the current year's presentation.Signatures to Note '1' to '24'

For and on behalf of the Board Sd/- Sd/- Sd/-For NAC And Associates LLP Prem Chand Kankaria V.S.N.MurthyFRN: 119375W/S200011 Managing Director DirectorChartered Accountants DIN: 00062584 DIN: 00021952

Sd/- Sd/- Sd/-Nikhil Surana Suresh Chandra Bapna M.NarsimhaPartner Director CFOMembership No.232997 DIN : 0154834Place: Hyderabad Sd/-Date : 25.05.2017 Khushboo Joshi

Company Secretary

Particulars

Particulars

Particulars

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ELECTRONIC CLEARING SERVICE (CREDIT CLEARING) MANDATE FORMShareholder’s authorization to receive dividends through Electronic Credit Clearing Mechanism

1. Name of the first/sole shareholder : _________________________________________

2. Folio No./ Client ID No. : _________________________________________

3. Particulars of Bank account of

first/sole shareholder : _________________________________________

a) Name of the Bank : _________________________________________

b) Branch, Address,

Telephone No. of the Branch : _________________________________________

c) 9 digit code number of the Bank

and Branchappearing on the

MICR cheque issued by the Bank :

d) Account Number : _________________________________________

(as appearing on the cheque book/passbook)

e) Account type : _________________________________________

(S.B. account/current account or cash credit)

with code 10/11/13 : _________________________________________

f ) Ledger No. Ledger folio no. : _________________________________________

(If approving on the cheque book/pass book)

(In lieu of the bank certificate to be obtained as under, please attach a blank cancelled cheque, or photocopy ofa cheque or the front page of the savings bank passbook issued by your bank, for verification of the aboveparticulars). I hereby declare that the particulars given above are correct and complete. If the transaction isdelayed or not effected at all for reasons of incomplete or incorrect information, I will not hold Raj PackagingIndustries Ltd., responsible. I agree to discharge the responsibility expected of me as a participant under thescheme.

Place: Date: Signature of the Shareholder

Certified that the particulars furnished above are correct as per our records

Banks Stamp

Date: Signature of Authorized Official of the Bank

Note:

1. Please fill in the attached Mandate Form and send it to:

i) The Depository Participant who is maintaining your Demat account in case your shares are held inelectronic form.

ii) The Address of our Registrar & Transfer Agent, CIL Securities Ltd., 214, Raghavaratna Tower’s,Chirag Ali Lane, Abids, Hyderabad - 500 001 in case your shares are held in physical form.

2. Kindly note that the information provided by you should be accurate and complete in all respects and dulyceriified by your bank. In lieu of the bank certificate, you may attach a blank cancelled cheque or photocopyof a cheque or the front page of the savings bank pass book issued to you by your bank. for verification ofthe above particulars.

3. In case of more than one folio please complete details on separate sheets

4. The information provided by you will be treated confidential and would be utilized only for the purpose ofeffecting the payments meant for you. You also have the right to withdraw from this mode of payment byproviding the company with an advance notice of 3 weeks.

77

�

�

Form No. MGT-11Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies(Management and Administration) Rules, 2014]

CIN: L25209TG1987PLC007550Name of the company: RAJ PACKAGING INDUSTRIES LIMITEDRegistered office: 6-3-1090/C-4, OPP. KAPADIA LANE, RAJ BHAVAN ROAD,

HYDERABAD, 500082, TELANGANAName of the member(s):Registered Address:

E-mail Id:Folio No./Client Id:DP ID:

I/We, being the member (s) of …………. shares of the above named company, hereby appoint1. Name : ……………………Address :E-mail Id :Signature: ……………., or failing him2. Name : ……………………Address:E-mail Id :Signature: ……………., or failing him3. Name : ……………………Address:E-mail Id:Signature: …………….as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 30th Annual General Meeting of theCompany, to be held on Wednesday, 27th day of September, 2017 at 11.00 a.m. at Hotel Inner Circle, Lane Beside SabooMotors, Rajbhavan Road, Hyderabad - 500082, Telangana, India and at any adjourned meeting thereof in respect of suchresolutions as are indicated below:Resolution Nos.1. Approval of financial statements for the year ended 31.03.2017.2. Declare dividend on the equity shares of the Company3. Appointment of Mr. Pushp Raj Singhvi as Director of the Company who retires by rotation.4. appointment of statutory auditors and fixation of their remuneration

Signed this …..… day of………… 2017

Signature of shareholder

Signature of Proxy holder(s)Note: This form of proxy in order to be effective should be duly completed and deposited at the RegisteredOffice of the Company, not less than 48 hours before the commencement of the Meeting.

RAJ PACKAGING INDUSTRIES LIMITED6-3-1090/C-4, Opp. Kapadia Lane, Raj Bhavan Road, Hyderabad-500 082, Telangana, India

ATTENDANCE SLIP(Please present this slip at the Meeting venue)

I hereby record my presence for the 30th Annual General Meeting of the members to be held on Wednesday, 27th dayof September, 2017 at 11.00 a.m. at Hotel Inner Circle, Lane Beside Saboo Motors, Rajbhavan Road, Hyderabad-500082Telangana, India and at any adjourned meeting thereof.Shareholders/Proxy‘s Signature____________________________________________________________________________Shareholders/Proxy‘s full name____________________________________________________________________________(In block letters)Folio No. / Client ID_____________________________________________________________________________________No. of shares held______________________________________________________________________________________Note:Shareholders attending the meeting in person or by proxy are required to complete the attendance slip and hand it over at theentrance of the meeting hall.

Re 1/-RevenueStamp

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