Pankaj Polypack 2013 - Bombay Stock Exchange · Pankaj Polypack Limited 2 nd Annual Report 2012 - 2013 Shri. Pankaj Goel Chairman Shri. Niraj Goel Managing Director Shri. Raja Goel

Pankaj Polypack Limited

2nd Annual Report 2012 - 2013

PANKAJ POLYPACK LIMITED

2nd Annual Report

2012-2013



CONTENTS

Page No.

NOTICE TO THE MEMBERS………………………………………………………..........…….. 3

DIRECTORS’ REPORT……………………………………………………….........……………... 5

REPORT ON CORPORATE GOVERNANCE………………………….........………………….. 9

COMPLIANCE CERTIFICATE ……………………………………………………………......... 18

AUDITORS’ REPORT…………………………………………..........…………………………..... 22

BALANCE SHEET……………………………………..........……………………………………. 26

PROFIT & LOSS ACCOUNT………………….........…………………………………………… 27

CASH FLOW STATEMENT…….........………………………………………………………….. 28

SCHEDULES……………………………..........…………………………………………………… 29

BALANCE SHEET ABSTRACT……………………………………………………………......... 38

E-COMMUNICATION REGISTRATION FORM ..........……………………………………........ 39

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Shri. Pankaj Goel ChairmanShri. Niraj Goel Managing DirectorShri. Raja Goel DirectorShri. Manoj Kumar Dugar DirectorShri. PVR Iyyengar DirectorShri. Sandeep Gupta Director

Audit CommitteeShri. PVR Iyyengar ChairmanShri. Manoj Kumar Dugar MemberShri. Sandeep Gupta Member

Remuneration CommitteeShri. PVR Iyyengar ChairmanShri. Manoj Kumar Dugar MemberShri. Sandeep Gupta Member

Share Transfer & Investors Grievance CommitteeShri. Manoj Kumar Dugar ChairmanShri. Pankaj Goel MemberShri. Niraj Goel Member

Compliance OfficerShri. Niraj Goel, Managing Director

Registered Office“E” Block, V Floor,105, Surya Towers, Sardar Patel Road,Secunderabad 500 003.

AuditorsM/s Luharuka & Associates5-4-184/3 & 4, Soham Mansion2nd Floor, M.G. RoadSecunderabad - 500 003.

BankersIDBI Bank LimitedKachiguda BranchKachiguda Station RoadHyderabad-500027

Share Transfer AgentsM/s Karvy Computershare Private LimitedPlot No. 17-24, Vittal Rao Nagar, Madhapur,Hyderabad - 500 081. Andhra Pradesh

PANKAJ POLYPACK LIMITEDBoard of Directors

Unit-IIIPlot No. 14, CIE, ExpansionProgramme Gandhi Nagar,Balanagar, Hyderabad 500037Andhra Pradesh

WorksPlot No.14, CIE, ExpansionProgramme,Gandhinagar, BalanagarHyderabad 500 037Andhra Pradesh.

2



NOTICE

Notice is hereby given that the 2nd

Annual General Meeting of the members of M/s Pankaj Polypack Limitedwill be held on Wednesday the 28th day of August 2013 at 11.30 A.M. at Lions Bhavan, 1-8-179,Lakhapath Building, Behind HDFC Bank, Paradise Circle, Secunderabad - 500 003 to transact the following itemsof business:

Ordinary Business:

1. To Receive, Consider and Adopt the Audited Balance Sheet as at 31st March 2013 and the Profit and LossAccount for the year ended 31st March 2013, together with the reports of the Directors’ and Auditors’ thereon.

2. To appoint a Director in the place of Shri. Manoj Kumar Dugar who retires by rotation and being eligible offershimself for re-appointment.

3. To appoint a Director in the place of Shri. Sandeep Gupta who retires by rotation and being eligible offershimself for re-appointment.

4. To appoint M/s. Luharuka & Associates, Chartered Accountants, Hyderabad (Reg. No.01882S) as Auditors ofthe Company to hold office from conclusion of this Annual General Meeting until the conclusion of the nextAnnual General Meeting and authorise the Board of Directors of the Company to fix their remuneration.

By Order of the Board

Sd/-Place : Secunderabad (NIRAJ GOEL)

Date : 27.06.2013 Managing Director

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Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXYTO ATTEND THE MEETING AND VOTE INSTEAD OF HIMSELF. THE PROXY NEED NOT BE A MEMBEROF THE COMPANY.

2. The instrument appointing proxy should however be deposited at the registered office of the company not less than48 hours before the commencement of the meeting.

3. Members holding shares in physical form are requested to lodge all valid transfers, transmission of shares, power ofattorney and also notify change in address, if any to the Registrar and Transfer Agents (RTA), M/s. Karvy ComputersharePrivate Limited, Plot No. 17-24, Vittal Rao Nagar, Madhapur, Hyderabad-500081.

4. Members holding shares in the dematerialized mode are requested to intimate all changes with respect to their bankdetails, mandate, nomination, power of attorney, change of address, change in name etc., to their DepositoryParticipants (DP).

5. Register of members of the Company and Share Transfer Books will remain closed from Saturday, the 24th day of

August 2013 to Wednesday the 28th day of August 2013 (both days inclusive).

6. Members desiring any information as regards accounts are requested to write to the Company at least seven daysbefore the date of the meeting to enable the management to keep the information ready at the meeting.

7. The shares of the Company are listed at the Bombay Stock Exchange Limited, Mumbai. The Listing Fee for the year2013-14 has been paid to Stock Exchange.

8. Information required under Listing Agreement entered into with the Stock Exchange(s) with respect to the Directorsretiring by rotation and Directors who are retiring at this Annual General Meeting is given under the head "CorporateGovernance".

9. Members who hold shares in dematerialized form are requested to bring their client ID and DP IDs for easieridentification of attendance at the meeting.

10. Shareholders holding shares in physical form are invited to contribute to the cause of Green Initiative by registeringtheir e-mail ID, by submitting the E-COMMUNICATION REGISTRATION FORM inserted in the Annual Report.


Sd/-Place : Secunderabad (NIRAJ GOEL)Date : 27.06.2013 Managing Director

4



DIRECTORS’ REPORT

Dear Shareowners,

Your Directors are pleased to present herewith the 2nd Annual Report on the business and operations of theCompany and the Audited Accounts for the year ended 31st March 2013.

1. Financial Results and Operations

The summarized financial results for the year ended 31st March 2013.

Rs. In Lakhs.

Sl. Particulars For the FY For the FYNo. 2012-13 2011-12

a. Sales 341.29 297.57

b. Profit before Interest, Depreciation & Tax 10.13 33.90

c. Less: Interest 0.02 0.01

d. Less: Depreciation 22.39 25.36

e. Profit before Tax (12.28) 8.53

f. Less: Provision for Income Tax 0.00 7.20

g. Add: Deferred Tax 0.23 4.56

h. Net Profit (12.51) 5.89

Operational performance of the Company is discussed in detail under Management Analysis and DiscussionReport.

2. Dividend

Your Directors considered it prudent to conserve the resources of the Company to sustain its future growth andas such, have not recommended any dividend for the year.

3. Fixed Deposits

The Company has not accepted any fixed deposits from the public within the meaning of section 58A of theCompanies Act, 1956.

4. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Particulars pursuant to the provisions of section 217(1)(e) of the Companies Act, 1956 read with the Companies(Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are given in the "Annexure - A".

5. Directors

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the CompanyShri. Manoj Kumar Dugar and Shri. Sandeep Gupta, Directors retire by rotation and being eligible offer themselvesfor re-appointment.

6. Auditors

The Statutory Auditors of the company M/s.Luharuka & Associates, Chartered Accountants, Hyderabad retire atthe ensuing Annual General Meeting and are eligible for re -appointment. Your company has received intimationto the effect that, Proposed re-appointment, if made would be with in the Prescribed limit under Section 224(1B)of the Companies Act 1956 and also in compliance with the requirements of the Listing Agreement regardingPeer Review. They have confirmed their willingness to accept office, if re-appointed. The Board and Audit Committeerecommend the re-appointment of M/s.Luharuka & Associates, Chartered Accountants as Statutory Auditors tohold office till conclusion of Next Annual General Meeting.

7. Particulars of Employees

There are no employees in the organization coming under the provisions of section 217(2A) of the CompaniesAct, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

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8. Director ’s Responsibility Statement

In accordance with sub-section (2AA) of section 217 of the Companies Act, 1956, the Directors of the Company state:

a. That in the preparation of the accounts for the financial year ended 31st March 2013, the applicable accountingstandards have been followed along with proper explanation relating to material departures.

b. That the Directors have selected such accounting policies and applied them consistently and made judgmentsand estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit of the Company for the year under review.

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Companyand for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the accounts for the financial year ended 31st March 2013 on a ’going concern basis’.

9. Corporate Governance

A detailed report on Corporate Governance along with Auditors Certificate on Compliance with CorporateGovernance forms part of this Annual Report.

10. Management Discussion and Analysis Report

a. Industry Structure & Development

Polypropylene has a wide range of application in packaging, home products, consumer goods, automotiveproducts, industrial products, textile yarns, fibers and fabrics. Polypropylene can be processed into a widevariety of end products using commonly used plastic processing techniques such as injection molding, blowmolding, extrusion, compression molding and thermoforming.

Biobased plastics have experienced fast growth in the past decade due to the public concerns over theenvironment, climate change and the depletion of fossil fuels. This perspective provides an overview of thecurrent global market of plastics, their material properties, technical substitution potential and future market.

b. Opportunit ies

The industry has many growth opportunities owing to the wide applicability of Plastic / disposable products.The Demand for companies Products has been constantly on an increase in the market.

c. Threats, Risks & Concerns

The international oil Prices have been constantly increasing leading to fluctuations in raw material prices.

The threats/ risks for the industry relate to stiff competition throughout and lesser margins. The same can begradually overcome by the industry in view of the wide usage of the PP products and also growing of demand.

d. Segment wise performance

The segment wise performance is not applicable as the company has only one segment.

e . Out look

The Company is expecting a growth rate as well as stabilization of production of PP Disposable wares andreach optimum capacity utilization. As it is the first year after the Company demerge, the Company isexpecting a high growth in this area.

f . Discussion on financial performance with respect to operational performance

During the year under review the company has achieved a turnover of Rs. 341.29 lakhs as against 297.57lakhs in the previous year.

During the year the company incurred a Net loss before tax of Rs.12.28 lakhs as against a profit of Rs.8.53lakhs in the previous year because of receipt of Orders in less number, hike in Raw Material price & frequentpower break down, but still your company tried for supply of products in time.

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g. Internal control system and their adequacy

The Company has an internal control system commensurate with the size and nature of its business. There isa proper and adequate system of internal controls to ensure that all activities are monitored and controlledagainst unauthorized use or disposition of assets. The Company ensures adherence to all internal controlpolicies and procedures as well as compliance with all regulatory guidelines.

h. Material developments in Human Resources/Industrial Relations front, including numberof people employed

The Company recognizes the importance and contribution of its employees to the growth and developmentof the Company. The Company continued to maintain cordial relations with employees and staff.

Cautionary Statement

Statements in Management Discussion and Analysis describing the Company' objectives, projections, estimatesand expectation may be "forward looking" within the meaning of applicable laws and regulations. Actualresults might differ materially from those expressed or implied.

11. COMPLIANCE CERTIFICATE UNDER SECTION 383A OF THE COMPANIES ACT, 1956

Pursuant to Section 383A of the Companies Act, 1956, the company is required to obtain compliance certificatefrom a Practicing Company Secretary that the Company has duly complied with all applicable Statutory Regulationsand requirements and filed the same with the Registrar of Companies, Andhra Pradesh. In this connection, aCompliance Certificate issued by M/s. A.S. Ramkumar & Associates, a Practicing Company Secretary has beenobtained and is attached hereto.

12. Acknowledgements:

Your Directors wish to express their appreciation for the cooperation and continued support received from theIndustrial Development Bank of India, the Company's Bankers. Your Director's also take this opportunity to placeon record their appreciation for the dedicated services rendered by the executives, managers, officers, employeesand workers for the dedication and sense of commitment shown by the employees at all levels and for theircontribution towards the performance of the Company.


Sd/-

Place : Secunderabad NIRAJ GOEL

Date : 27.06.2013 Managing Director

7



ANNEXURE ‘A’ TO THE DIRECTOR’S REPORT

Information under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particularsin the Report of the Board of Directors) Rules 1988 and forming a part of Directors' Report.

Conservation of Energy

The Company is striving to conserve energy by adopting innovative measures to reduce wastage and optimizeconsumption. The adoption of the above helps to control the proportionate increase in total energy usage consequentto overall increase in production. The total energy consumption is given as per form-A below:


Sd/-NIRAJ GOEL

Managing DirectorPlace : SecunderabadDate : 27.06.2013

FORM – A (See rule 2)

Form for Disclosure of Particulars with respect to Conservation of Energy

Particulars 2012-13 2011-12

POWER & FUEL CONSUMPTION

1. Electricitya) Purchased

Units 738073 768406Total Amount (Rs.) 4759900 3829885Rate Per Unit (Rs.) 6.45 4.98

b) Own GenerationThrough diesel generatorUnits (Litres)Total Cost (Rs.)

2. Coal (specify quality and where used)Quantity — —Total Cost (Rs.) — —Average Rate (Rs.) — —

3. Furnace OilQuantity (Litres) — —Total Amount (Rs.) — —Average rate (Rs.) — —

4. Natural gas — —Quantity — —Total Amount (Rs.) — —Average rate (Rs. — —

CONSUMPTION PER UNIT OF PRODUCTION:The consumption of raw material per Kg. is 18.73 15.09

FORM B (See Rule 2)

Form for Disclosure of Particulars with respect to Technology Absorption (R&D)

A. Research and Development (R&D) — Not Applicable

B. Technology absorption, adoption and innovation — Not Applicable

C. Foreign Exchange Earnings and Outgo: Amount in Rs.

Earnings NIL NIL

Outgo NIL NIL

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REPORT ON CORPORATE GOVERNANCE(Pursuant to clause 49 of the Listing Agreement with the Stock Exchange)

1. A brief statement on Company’s philosophy on Corporate of Governance

The Company believes that good Corporate Governance practices should be enshrined in all activities of theCompany. This would ensure efficient conduct of affairs of the Company and help the Company to achieve goalof maximizing value for all its stakeowners. Your Company's business objective is to manufacture and market theCompany's product in such a way as to create value that can be sustained over the long term for consumers,shareholders, employees & business partners. Your Company is conscious of the fact that the success of aCompany is a reflection of the professional conduct and ethical values of its management & employees. YourCompany affirms its commitment to follow good corporate governance practices proactively.

2. Board of Directors

(i) Composition of Board: The Company has a Three Promoter Directors and Three Independent Directors.The composition of the Board is in compliance with the Clause 49 of the Listing Agreement entered with theStock Exchange.

(ii) Board and Committee Meetings: None of the Directors on the Board is a member of more than 10companies or Chairman of more than 5 committees across all the companies in which he is a Director.Necessary disclosures regarding committee positions in other public companies as at 31st March 2013 havebeen made by the Directors.

(iii) The names and categories of the Directors on the Board, their attendance at Board Meetings during the yearand at the last Annual General Meeting as also the number of directorships and committee memberships heldby them in other companies are given below:

No.of Board Whether attended No.of No. of CommitteeMeetings in last AGM or Director ships positions held

During the not on 28th in all other in all otherName Category year 2012-13 September Companies companies

Held Attended 2012 Chairman Member

Shri Pankaj PromoterGoel Non Executive 4 4 Yes 7 NIL 1

Shri Raja Goel PromoterNon Executive 4 4 No 4 NIL NIL

Shri Niraj PromoterGoel Managing

Director 4 4 Yes 4 NIL NIL

Shri Manoj Non ExecutiveKumar IndependentDugar 4 4 No 6 NIL NIL

Shri PVR Non ExecutiveIyyengar Independent 4 4 Yes NIL NIL NIL

Shri Sandeep Non ExecutiveGupta Independent 4 4 No NIL NIL NIL

(iv) Four (4) Board Meetings were held during the year 2012-13 and the gap between 2 meetings did not exceed4 months. The dates on which the Board Meetings held were 28th May 2012, 14th August 2012, 12th

November 2012 and 13th February 2013.

(v) Necessary information as mentioned in Annexure 1A to Clause 49 of the Listing Agreement has been placedbefore the Board for their consideration.

3. Code of Conduct

The Code of Conduct has been adopted by the Board of Directors, which is applicable to all the Directors, bothExecutive and Non-Executive and Senior Management team comprising of members of Management one levelbelow the Executive Directors, including all functional heads.

99



A declaration by Managing Director affirming the compliance of the Code of Conduct for Board Members andsenior management executives is also annexed separately at the end of this report.

4. Audit Committee

(i) The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the ListingAgreement with the Stock Exchange read with Section 292 A of the Companies Act 1956.

(ii) The Company's Audit Committee comprises of the following Directors all of whom are Non-Executive IndependentDirectors:

1. Shri P V R Iyyengar - Chairman

2. Shri Manoj Kumar Dugar - Member

3. Shri Sandeep Gupta - Member

(iii) The terms of reference stipulated by the Board to the Audit Committee includes review of the following:

� Management discussion and analysis of financial condition and results of operations;

� Statement of significant related party transactions (as defined by the audit committee), submitted bymanagement;

� Management letters / letters of internal control weaknesses issued by the statutory auditors;

� Internal audit reports relating to internal control weaknesses;

� The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject toreview by the Audit Committee

� Oversight of the Company's financial reporting process and the disclosure of its financial information toensure that the financial statement is correct, sufficient and credible.

� Recommending to the Board, the appointment, re-appointment and, if required, the replacement orremoval of the statutory auditor and the fixation of audit fees.

� Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

� Reviewing, with the management, the annual financial statements before submission to the board forapproval, with particular reference to:

a. Matters required to be included in the Director's Responsibility Statement to be included in theBoard's report in terms of clause (2AA) of section 217 of the Companies Act, 1956.

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by management

d. Significant adjustments made in the financial statements arising out of audit findings

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report.

� Reviewing, with the management, the quarterly financial statements before submission to the board for approval

� Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internalcontrol systems.

� Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,staffing and seniority of the official heading the department, reporting structure coverage and frequency ofinternal audit.

� Discussion with internal auditors any significant findings and follow up there on.

� Reviewing the findings of any internal investigations by the internal auditors into matters where there issuspected fraud or irregularity or a failure of internal control systems of a material nature and reporting thematter to the board.

� Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well aspost-audit discussion to ascertain any area of concern.

� To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders(in case of non payment of declared dividends) and creditors.

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The Company continued to derive immense benefit from the deliberations of the Audit Committee on internalaudit systems.

(iv) During the year 2012-13 the Committee met Four (4) times on 28th May 2012, 14

th August 2012, 12

th

November 2012 and 13th February 2013. The Company Secretary acts as the secretary for the audit committee.

The Attendance of the members of the committee is given below:

No of Meetings during

Name Category the Year 2012-13

Held Attended

Shri P V R Iyyengar Independent, Non Executive 4 4

Shri Manoj Kumar Dugar Independent, Non Executive 4 4

Shri Sandeep Gupta Independent, Non Executive 4 4

5. Remuneration Committee

The Company had constituted Remuneration Committee on 2nd Day of February, 2012 Board Meeting, in terms ofSchedule XIII of the Companies Act, 1956 read with clause 49 of the listing agreement. The Company's RemunerationCommittee comprises of the following Directors all of whom are Non-Executive Independent Directors:

1. Shri P V R Iyyengar - Chairman

2. Shri Manoj Kumar Dugar - Member

3. Shri Sandeep Gupta - Member

The Board terms of reference of the remuneration committee are to approve/recommend to the Board the salary(including annual increments) perquisites and commission including pension rights & any compensation payment to bepaid to the Company's Managing/ Whole-Time-Director's.

Remuneration policy: The Company while deciding the remuneration package of the management takes intoconsideration the employment scenario, remuneration package of the industry, financial performance of the Companyand talents of the appointee. The Executive Directors and Non- Independent Directors of the Company are not entitledto sitting fees. The Non Executive Independent Directors are not paid any remuneration except sitting fees for attendingBoard/ Committee meetings.

During the year 2012-13 the Company has not conducted any Remuneration Committee Meeting.

6. Remuneration of Directors

(i) No pecuniary relationship exists between the Company and its Non- Executive Directors except for the sitting Fees.

(ii) Notice period, severance fee and stock options to the above personnel - Nil

(iii) Details of Shares of the Company held by the Directors as on 31st March 2013 are as below:

Name No.of Shares

Shri Niraj Goel- MD NIL

Shri Pankaj Goel 108550

Shri Raja Goel 110330

7. Share Transfer & Investor’s Grievance Committee

The Company's Share Transfer & Investor's Grievance Committee comprises of the following Directors all ofwhom are Non-Executive Independent Directors:

1. Shri Manoj Kumar Dugar - Chairman

2. Shri Pankaj Goel - Member

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The committee looks into transfer and transmission, issue of duplicate share certificate, consolidation, and sub-division of shares and investors grievance. The committee oversees the performance of the Registrars and Transferagents and recommends measures for overall improvement in the quality of investor services.

The Board has designated Shri. Niraj Goel, Managing Director as the Compliance Officer.

During the year Company has not conducted any Share Transfer & Investor's Grievance Committee meeting.

8. General Body Meetings

The Company is incorporated on 07th day of February, 2011. This is the Second General Meeting of theCompany.

Below are the details of Location, Time of last AGM:

Year Venue Date Time Special Resolutions

passed in AGMs

2011-2012 Lions Bhavan, 1-8-179, 28.09.2012 11.00AM 1Lakhapath Building, BehindHDFC Bank, Paradise Circle,Secunderabad - 500 003

During the year no EGM was conducted by the Company.

During the year no resolution was passed by Postal Ballot.

9. Disclosures

A. Related Party Transactions

During the year 2012-13 the Company has few materially significant related party transactions, whichhowever are not considered to have any potential conflict with the interest of the Company at large. Thedisclosures as to related party transaction is disclosed in Point No. 2 of the notes to accounts.

B . Compliances made by the Company

There were no instances of non-compliance, penalties, strictures imposed on the Company by the Stock exchanges,SEBI or any other statutory authority on any matter relating to the capital market during the last 2 years.

10. Means of Communication

The Financial results and the other important information to shareholders placed at Company's websitewww.pankajpolypack.com. Official news releases are sent to the stock exchanges at Mumbai where the shares ofthe Company are listed.

11. Management Discussion and Analysis Report

Information on management discussion and analysis is given in the Directors’ Report.

12. General Shareholders information

a. 2nd Annual General Meeting

b. Date and Time : 28th August, 2013 at 11.30 A.M.

c. Venue : Lions Bhavan, 1-8-179, Lakhapath Building, Behind HDFC Bank,Paradise Circle, Secunderabad- 500 003.

d. Financial Calendar (tentative)

Financial Year : 1st April to 31

st March

e. Dates of Book closure : Saturday, the 24th August 2013 toWednesday, the 28th day of August 2013

f. Dividend payment date : Not applicable

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g. Listing on Stock Exchanges : The Bombay Stock Exchange Limited, Mumbai

h. Stock Code : 534796

ISIN Numbers in NSDL &CDSL for Equity Shares : INE198N01017

i. Market Price Data : High/ low price quotation in each month of the last financial year2012-13 on the Stock Exchange, Mumbai is given below.

Month High Price (Rs) Low Price (Rs)

Dec-12 19.9 17.15

Jan-13 16.3 7.2

Feb-13 9.24 7.65

Mar-13 12.1 8.25

Trading of Equity shares commenced at BSE w.e.f 26th December 2012

j. Registrars and : M/s Karvy Computershare Private LimitedTransfer Agents (RTA) Plot No. 17-24, Vittal Rao Nagar,

Madhapur, Hyderabad 500 081.

k. Shareholding Pattern as on 31st March 2013.

Sl.No Category No.of Shares % of Shareholding

1. Promoters 1900594 61.76

2. Mutual Funds and UTI NIL NIL

3. Banks, Financial Institution, Insurance Companies NIL NIL

4. Private Corporate Bodies 211478 6.87

5. Indian Public 961331 31.28

6. NRIs/OCBs 3935 0.13

7. Clearing Members 162 0.01

Total 3077500 100.00

l. Distribution of Shareholding as on 31st March 2013

Share or debenture holding of Share / Debenture Shares / Debenture nominal value of Holders Amount

Rs. Rs. Number % to total in Rs. % to total

(1) (2) (3) (4) (5)

1 to 5000 1155 82.38 1973500 6.41

5001 to 10000 104 7.42 778940 2.53

10001 to 20000 55 3.92 769970 2.50

20001 to 30000 18 1.28 413940 1.35

30001 to 40000 07 0.50 244080 0.79

40001 to 50000 18 1.28 812820 2.64

50001 to 100000 19 1.36 1424140 4.63

100001 to Above 26 1.85 24357610 79.15

TOTAL 1402 100.00 30775000 100.00

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m. De-materialization of shares and liquidity

The Company has executed Agreements with the Depositories i.e. NSDL and CDSL for admitting its securi-ties in demat form and has been allotted ISIN-INE198N01017.

Dematerialization of shares is done through M/s Karvy Computershare Private Limited., and on an averagethe dematerialization process is completed within a period of 7 days from receipt of a valid demat requestalong with all documents. Around 70.66% of the paid up capital has been dematerialized as on 31.03.2013.

n. Outstanding ADRs/GDRs/ Warrants or any convertible instruments, conversion date and likely impact onequity: Not Applicable

o . Plant Location:

Plot No.14, CIE, Expansion Programme, Gandhinagar, Balanagar, Hyderabad 500 037, Andhra Pradesh.

p. Address for Correspondence

S l . N o . Shareholders Correspondence for Address to

1. Transfer/ Dematerialization/ consolidation/split of M/s. Karvy Computershare Private Limitedshares, issue of Duplicate share certificates, change of Plot No. 17-24, Vittal Rao Nagar,address of members and beneficial owners and any other Madhapur , Hyderabad - 500081.query relating to the shares of the Company. Ph: 040-23420818, Fax: 040-23420814

Email: [email protected]

2. Investor Correspondence/queries on Annual Report etc. Pankaj Polypack Limited“E” Block, V Floor, 105Surya Towers, S.P. Road,Secunderabad - 500 003Tel : 040-27897743, 27897744,27815895Email: [email protected]

13. Reconciliation of Share Capital Audit:

The Company gets the Reconciliation of Share capital Audit done by a Practicing Company Secretary for the

purpose of reconciliation of the total admitted capital with both the depositories and the total issued and listed

capital. The Reconciliation of Share capital Audit Report is placed before the Board of Directors on a quarterly basis

is also sent to the Stock Exchanges where the Company's shares are Listed.

14. Nomination Facility

Shareholders are provided with the nomination facility under section 109A of the Companies Act, 1956.

15. Company’s Policy on prevention of insider trading

Pursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended, the Com-

pany had framed a Code of Conduct for prevention of insider trading. Shri. Niraj Goel, Managing Director, had

been appointed as the Compliance Officer for this purpose. The code is applicable to all such employees of the

Company who are expected to have access to the unpublished price sensitive information relating to the Company

and the same is being implemented as a self -regulatory mechanism.


NIRAJ GOEL

Managing Director

Sd/-

Pace : Secunderabad

Date : 27.06.2013

14



Particulars of Directors seeking re-appointment at the forthcoming Annual General Meetingpursuant to Clause 49 of the Listing Agreement

Name of the Qualification, Age & Expertise List of the Companies in which DirectorshipsDirector in Specific Functional Areas is held as on 31st March 2013

Shri. Manoj Kumar Aged about 48 years is B.Com Graduate 1. Dugar Polymers LimitedDugar He is the Promoter Director of Dugar 2. Welset Polypack Private Limited

Polymers Ltd. He got nearly 25 years 3.Ayushman Merchants Private Limitedexperience in the field of Marketing and 4.Ayusham Eco-Products Private LimitedAdministration. He is well known 5. Indpark MSME ( Pramukh) Private Limitedindustrialist in the market and also working 6. Dugar Eximark Private Limitedas Director in other Companies. He hasa non executive role in the board ofdirectors and provides the benefit ofexperience in corporate governance,ethical issues and provides the link betweenthe independent non executive directorsand the rest of the board of directors ofthe company.

Shri Sandeep Gupta Aged about 43 years is B.Com. Graduate. NILHe is well experienced in the field ofManufacturing and Retailing business.He got nearly 20 years experience inMarketing and Administration. He iscoopted on to the various audit,remuneration committees of the Company

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT

PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT

Pursuant to Circular No.SEBI/CFD/DIL/CG/1/2004/12/10 dated 29th October 2004, it is hereby declared that the

Company has adopted a Code of Conduct for its Board Members and Senior Management Personnel. I hereby confirm that

the Company has in respect of the financial year ended March 31, 2013, received from the senior management personnel

of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them.


NIRAJ GOEL

MANAGING DIRECTOR

Pace : Secunderabad

Date : 27.06.2013

Sd/-

15



Luharuka & AssociatesChartered Accountants

CERTIFICATE ON COMPLIANCE OFCONDITIONS OF CORPORATE GOVERNANCE

To

The Share owners ofM/s Pankaj Polypack Limited

We have examined the compliance of the conditions of Corporate Governance by Pankaj Polypack Limited forthe year ended 31

st March 2013 as stipulated in Clause 49 of the Listing Agreements of the said Company with

Stock Exchanges in India.

The compliance conditions of Corporate Governance is the responsibility of the management. Our examinationwas limited to a review of the procedures and implementations thereof adopted by the Company for ensuringthe compliance of the conditions of Corporate Governance as stipulated in the said clause. It is neither an auditnor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and explanations given to us and based on the representationmade by the Directors and the Management, we certify that the Company has complied with the conditions ofCorporate Governance as stipulated in the above mentioned listing agreements.

We further state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency or effectiveness with which the management has conducted the affairs of the Company.

For Luharuka & Associates Chartered Accountants F.R.No.01882 S

Sd/-

(Rameshchand Jain)Place : Secunderabad PartnerDate : 27.06.2013 M.No.023019

16



CERTIFICATE BY MANAGING DIRECTOR AND

MANAGER ACCOUNTS OF THE COMPANY

ToThe Members ofM/s. PANKAJ POLYPACK LIMITED

We, Niraj Goel, Managing Director and D. Jyothi, Manager - Accounts of M/S.Pankaj Polypack Limited, herebycertify to the Board that

a) We have reviewed financial statements and the cash flow statement for the year and that to the best of ourknowledge and belief:

i) These statements do not contain any materially untrue statement for the year or omit any material fact orcontain statements that might be misleading:

ii) These statements together present a true and fair view of the Company's Affairs are in the compliance withexisting accounting standards, applicable laws and regulations.

b) There are, to the best of our knowledge and belief, no transactions entered in to by the Company during the yearwhich are fraudulent, illegal or violate of the Company's code of conduct

c) We are responsible for establishing and maintaining internal controls in the Company and that we have evalu-ated the effectiveness of the internal control systems of the Company and we have disclosed to the auditors, auditcommittee, deficiencies in the design or operations of internal controls, if any, of which we are aware and thesteps we have taken or proposed to take rectify these deficiencies.

d) We have indicated to the auditors and the audit committee:

i) Significant changes in internal control during the year:

ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notesto the financial statements; and

iii) Instances of significant fraud of which they have become aware and the involvement therein, if any, of themanagement or an employee having a significant role in the Company's internal control system.

e) We affirm that we have not denied any personnel access to the audit committee of the Company (in respect ofmatters involving alleged misconduct)

f) We further declare that all board members and designated senior management have performed compliance withthe code of conduct for the current year.

Place: SecunderabadDate : 27.06.2013 (NIRAJ GOEL) (D. JYOTHI)

Managing Director Manager - Accounts

Sd/- Sd/-

17



COMPLIANCE CERTIFICATEUNDER SECTION 383A OF THE COMPANIES ACT, 1956

Pursuant to Section 383A of the Companies Act, 1956, the company is required to obtain compliance certificate froma Practicing Company Secretary that the Company has duly complied with all applicable Statutory Regulations andrequirements and filed the same with the Registrar of Companies, Andhra Pradesh. In this connection, a ComplianceCertificate issued by M/s. A.S.Ramkumar & Associates, a Practicing Company Secretary has been obtained and isattached hereto.

SECRETARIAL COMPLIANCE CERTIFICATE

In terms of Section 383A (1) of the Companies Act, 1956

Name of the Company : PANKAJ POLYPACK LIMITED

Registration Number of the Company : U25200AP2011PLC072532

Authorized Capital of the Company : Rs. 3,50,00,000

Paid-up Capital of the Company : Rs. 3,07,75,000

ToThe Members ofM/s PANKAJ POLYPACK LIMITED

We have examined the Registers, Records, Books and Papers of M/s PANKAJ POLYPACK LIMITED as required to bemaintained under the Companies Act, 1956, and the rules made there under and also the provisions contained in theMemorandum and Articles of Association of the Company for the financial year ended on 31st March, 2013. In ouropinion and to the best of information and according to the examinations carried out by us and explanationsfurnished to us by the Company, its officers and agents, we certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained all registers as stated in Annexure ‘A’ to this Certificate, as per theprovisions and the rules made there under and all entries have been duly recorded.

2. The Company has duly filed the Forms and Returns as stated in Annexure ‘B’ to this certificate, with the Registrarof Companies, Regional Director, Central Government, Company Law Board or other authorities within thetime prescribed under the Act and the rules made there under.

3. The Company being a Public Limited Company comments are not required, however the total number ofmembers as on 31st March 2013 are One Thousand and Four Hundred and two (1402) only.

4. The Board of Directors duly met Four (4) times on 28.05.2012, 14.08.2012, 12.11.2012 and 13.02.2013 inrespect of which meetings, proper notices were given and the proceedings were properly recorded and signedincluding the circular resolutions passed in the Minutes Book maintained for the purpose.

5. The Company has closed its Register of Members during the period for the purpose of AGM, from 24.09.2012to 28.09.2012

6. The Annual General Meeting for the financial year ended on 31st March, 2012 was held on 28.09.2012 aftergiving due notices to the members of the company and resolutions passed there at were duly recorded in theMinutes Book maintained for the purpose.

7. The Company has not conducted any Extraordinary General Meeting during the financial year.

8. The Company has not advanced any loans to its Directors or persons or firms or companies referred toprovisions of Section 295 of the Act.

9. The Company has duly complied with the provisions of Section 297 of the Act in respect of contracts specifiedin that Section.

10. The Company has made necessary entries in the registrar maintained under Section 301 of the Act.

18



11. As there were no instances falling within the purview of Section 314 of the Act, the Company has not obtainedany approvals from the Board of Directors, Members or Central Government.

12. The Company has not issued any Duplicate Share Certificates during the period under review.

13. The Company has:

i) Not allotted any Shares during the year under review. No were no Transfer / Transmission of Shares duringthe period under review.

ii) Not deposited any amount in a separate bank account as no dividend was declared during the period under review.

iii) No Dividend warrants were posted as no dividend was declared during the periodunder review.

(iv) As the Company has not issued any debentures and has not accepted any deposits, the question of transfer ofapplication money due for refund, matured deposits, matured debentures and the interest accrued thereon whichhave remained unclaimed or unpaid for a period of 7 years to Investor Education and Protection Fund does not arise.

(v) Duly complied with the requirements of section 217 of the Act.

14. The Board of Directors of the Company is duly constituted and appointment of directors/additional directorsand resignation of directors have been duly made during the year. However there are no directors to fill thecasual vacancy during the period under review.

15. The Company has appointed the Managing Director of the Company on 18.12.2011 according to the provisionsof Section 269,198, 309, 310, and Schedule XIII of the Companies Act, 1956. However there is no appointmentof Whole time director or Manager during the period under review.

16. The Company has not appointed any sole-selling agents during period under review.

17. The Company was not required to obtain any approvals of the Central Government, Company Law Board, Registrar,Regional Director or such other authorities as may be prescribed under the various provisions of the Act.

18. The directors have disclosed their interest in other firms/Companies to the Board of Directors pursuant to theprovisions of the Act and the rules made there under.

19. The Company has not issued any Equity shares during the financial year.

20. The Company has not bought back any shares during the period under review.

21. The Company has not issued any preference shares/debentures and hence the question of redemption ofpreference share/debentures does not arise during the period under review.

There were no transactions necessitating the Company to keep in abeyance the Rights to dividend, rights sharesand bonus shares pending registration of transfer of shares.

23. The Company has not invited/accepted any deposits including any unsecured loans falling with in the purview ofSection 58A during the period under review.

24. The amount borrowed by the company from the other Companies, Banks and Financial Institutions duringthe period are with in the Borrowing Limits of the Company.

25. The Company has not made loans and investments, or given guarantees or provided securities to other bodiescorporate and consequently no entries have been made in the register kept the for the purpose.

26. The Company has not altered the provisions of the memorandum with respect to situation of the Company’sregistered office from one state to another during the year under scrutiny.

27. The Company has not altered the provisions of the memorandum with respect to the objects of the Companyduring the year under scrutiny.

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

19



29. The Company has not altered the provisions of the memorandum with respect

to share capital of the Company during the year under scrutiny

30. The Company has not altered its articles of association with respect to share capital of the company duringthe financial year

31. There was no prosecution initiated against or show cause notices received by the Company and no fines orpenalties or any other punishment imposed on the Company during the period, for offences under the Act.

32. The Company has not received any amount as security from its employees during the period under scrutiny.

33. The Company is covered by the provisions under Employees Provident Fund and is not covered by 418 of the Act.

Place: Hyderabad. For A.S.Ramkumar & AssociatesDate: 27.06.2013 Company Secretaries

Sd/- P. V Durga Bhavani

Partner CP.NO:11608

Annexure A

SECRETARIAL COMPLIANCE CERTIFICATE

Name of the Company : PANKAJ POLYPACK LIMITED

Registration Number of the Company : U25200AP2011PLC072532

Authorized Capital of the Company : Rs. 3,50,00,000/-

Paid-up Capital of the Company : Rs. 3,07,75,000/-

Registers as maintained by the Company:

Register of Charges u/s 143

Register of Members u/s 150

Register of Contracts u/s 301

Register of Directors u/s 303

Register of Directors shareholding u/s 307

Register of Investments u/s 372A (5)

Minutes Book – Board Meetings

Minutes Book- General Meetings

Register of Share Transfers

Register of Application and Allotment of Shares.



Partner CP.NO:11608

20



Annexure B

Returns / Documents / Forms filed with the Registrar of Companies, Regional Directors, Central Governments orother authorities during the period ended March 31, 2013.

SI . Form Fi led Descr ipt ion Date of Whether If delay in Serv iceNo. No. under Fi l ing flied within fil ing whether Receipt

Sect ion prescribed requis i te Numbert ime addit ional

Yes /No fee paidYes/No

1. 23B 224(1A) Intimation of appointment 03.08.2012 NA NA S12142543of auditor

2. 23 163 Registration of resolution 22.10.2012 Yes NA B60245768

3. 32 303 Regularization of Directors 22.10.2012 Yes NA B60258944

4. 66 383A(1) Secretarial compliance 27.10.2012 Yes NA P92464247Certificate

5. 23B 224(1A) Intimation of appointment 02.11.2012 Yes NA S15466964of auditor

6. 20B 159(1) Annual return for 2011-12 26.11.2012 Yes NA Q02682466

7. 23AC 220(1) Balance Sheet for&ACA FY 2011-12 10.12.2012 Yes Yes Q04139622

REGIONAL DIRECTOR/ CENTRAL GOVERNMENT & OTHER AUTHORITIES: NIL



Partner CP.NO:11608

21



AUDITOR’S REPORT

ToThe Members ofM/s. PANKAJ POLYPACK LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of Pankaj Polypack Limited ("the Company"), which comprise theBalance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year thenended, and a summary of significant accounting policies and other explanatory information.

Managements responsible for the financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financialposition, financial performance and cash flows of the Company in accordance with the Accounting Standards referredto in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design,implementation and maintenance of internal control relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our auditin accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal control relevant to the Company's preparation and fair presentation of the financial statements inorder to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accounting estimates made by manage-ment, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financialstatements give the information required by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) In the case of the Profit and Loss Account, of the Loss for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the Central Governmentof India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on thematters specified in paragraphs 4 and 5 of the Order.

22



2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief werenecessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far asappears from our examination of those books

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Reportare in agreement with the books of account.

d) in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement complywith the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on March 31, 2013, and taken onrecord by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from beingappointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For LUHARUKA & ASSOCIATES CHARTERED ACCOUNTANTS

Registration No. 01882 S

Sd/- (RAMESHCHAND JAIN)

Place : Secunderabad PartnerDate : 30-05-2013 Membership No. 023019

23



ANNEXURE TO AUDITORS' REPORT REFERRED TO INPARAGRAPH 3 OF OUR REPORT OF EVEN DATE

1. In respect of its fixed Assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situationof fixed assets on the basis of available information.

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodicalmanner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets.No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and thegoing concern status of the Company is not affected.

2. In respect of its Inventories:

a) The inventories have been physically verified during the year by the management. In our opinion, the frequencyof verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physicalverification of inventories followed by the management are reasonable and adequate in relation to the size ofthe Company and the nature of its business.

c) The Company has maintained proper records of inventories. As explained to us, there were no materialdiscrepancies noticed on physical verification of inventories as compared to the book records.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or otherparties in the register maintained under Section 301 of the Companies Act, 1956:

a) The company has given loan to 1 party. In respect of the said loan, the maximum amount outstanding at any timeduring the year was Rs.29.28 lakhs and the year end balance is Rs.21.28 lakhs.

b) In our opinion and according to the information and explanations given to us, the rate of interest and otherterms and conditions of the loan given by the company, are not prima facie prejudicial in the interest of thecompany

c) The Company has taken loan from 1 party during the year. In respect of the said loan, the maximum balanceoutstanding at any time during the year was Rs. 25 lakhs and the year end balance is Rs.25 Lakhs.

d) In our opinion and according to the information and explanations given to us the rate of interest and otherterms and conditions on which loans have been taken from companies are not prima facie prejudicial in theinterest of the company.

e) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment ofinterest .wherever applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal controlsystem commensurate with the size of the Company and the nature of its business for the purchases of inventoryand fixed assets and for the sale of goods and services. During the course of our audit, we have not observed anycontinuing failure to correct major weaknesses in internal control system.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made inpursuance of contractors / arrangements that need to be entered in the register maintained under Section 301of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made inpursuance of contracts / arrangements entered in the Register maintained Under Section 301 of the CompaniesAct, 1956 and exceeding the value of in Rs.5, 00,000 in respect of each party during the year have been madeat prices which appear reasonable as per information available with the Company.

6. According to the information and explanations given to us, the Company has not accepted any deposit from thepublic. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

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

24



8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies ( CostAccounting Records) Rules, 2011 prescribed by the Central Government under section 209 (I )(d) of the CompaniesAct, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We havehowever, not made a detailed examination of the cost records with a view to determine whether they-are accurateor complete.

9. In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees'State Insurance , Income -Tax, Sales Tax, , Service Tax, Customs Duty, Excise Duty, Cess, and other statutorydues have been generally regularly deposited with the appropriate authorities. According to the informationand explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstandingas at March 31, 2013 for a period of more than 6 months from the date of becoming payable.

b) According to the information and explanations given to us, there are no dues of Wealth tax, Income tax, Exciseduty , Sales tax, Customs duty, and Service tax, and cess which have not been deposited on account of anydispute.

10. The accumulated losses at the end of the financial year are not more than 50% of the company's net worth. TheCompany has not incurred cash losses during the financial year covered by the audit as well as in precedingfinancial year.

11. Based on our audit procedures and according to the information and explanations given to us, we are of theopinion that the Company has not defaulted in repayment of dues to financial institutions, banks and debenture

12. In our opinion and according to the explanations given to us and based on the information available, no loans andadvance have been granted by the company on the basis of security by way of pledge of shares, debentures andother securities.

13. In our opinion, the company is not a chit fund/ nidhi / mutual benefit fund / society. Therefore, the provisions ofclause (xiii) of paragraph 4 of the order are not applicable to the company.

14. In our opinion the company is not dealing in or trading in shares, securities, debentures, and other investments.Accordingly, the provisions of clause 4 (xiv) of the Order are not applicable to the company.

15. According to the information and explanations given to us, the company has not given guarantees for loans takenby others from bank or financial institutions , the terms and conditions thereof in our opinion are prima facieprejudicial to the interest of the company .

16. The Company has not raised any term loans during the year.

17. According to the information and explanations given to us and on an overall examination of the Balance sheetof the Company, we are of the opinion that there are no funds raised on short-term basis that have been usedfor long term investment.

18. The Company has not made any preferential Allotment of shares to Parties and companies covered in the Registermaintained under Section 301 of the Companies Act, 1956,

19. The Company has not issued any debentures during the year.

20. The Company has not raised any monies by way of public issue during the year.

21. In our opinion and according to the information and explanations given to us, No material fraud on or by theCompany has been noticed or reported during the year.

For LUHARUKA & ASSOCIATES CHARTERED ACCOUNTANTS

Registration No. 01882 S

Sd/- (RAMESHCHAND JAIN)

Place : Secunderabad PartnerDate : 30-05-2013 Membership No. 023019

25



PANKAJ POLYPACK LIMITEDBalance Sheet as at 31st March 2013

(In Rupees)

PART ICULARS Note As at 31 st March 2013 As at 31 st March 2012

EQUITY AND LIABILITIES

Share Holders Funds

Share Capital 1 30775000 30775000

Reserves and Surplus 2 (662404) 589249

30112596 31364249

Non-Current Liabilities

Long Term Borrowings 3 9978080 15203997

9978080 15203997

Current Liabilities

Trade Payables 4 1201781 349427

Other Current Liabilities 5 1144782 596272

Short Term Provisions 6 1086414 1318427

3432977 2264126

TOTAL 43523653 48832372

ASSETS

Non-Current Assets

Fixed Assets

Tangible Assets 7 8559117 7459551

Intangible Assets 9914408 11016009

Deferred Tax Assets (Net) 433779 456514

Long Term Loans and Advances 8 851300 737900

19758604 19669974

Current Assets

Inventories 9 6335960 3808276

Trade Receivables 10 13335308 24158612

Cash and Cash Equivalents 11 1345260 61342

Short Term Loans and Advances 12 2748520 1134168

23765048 29162398

Significant Accounting Policies

Notes on Financial Statements 1 to 20

TOTAL 43523653 48832372

AS PER OUR REPORT OF EVEN DATE ATTACHEDfor LUHARUKA & ASSOCIATES,Chartered AccountantsFR NO.01882 S

(RAMESHCHAND JAIN)PartnerM.No.23019

Place: SecunderabadDate : 30.05.2013

for PANKAJ POLYPACK LIMITED,

NIRAJ GOEL PANKAJ GOELManaging Director Director

Sd/- Sd/- Sd/-

26




Profit & Loss Account for the year ended 31st March, 2013

(In Rupees)

PART ICULARS Note 2012-2013 2011-2012

I N C O M E

Revenue From Operations 1 34129389 29757434

Other Income 2 535478 7772040

TOTAL REVENUE 34664867 37529474

EXPENSES

Cost of Material Consumed 3 24897182 23161419

Changes in Inventories of finished goods

Work-in-progress and stock-at-trade 4 (3512684) 2764670

Employee Benefit Expenses 5 596648 450989

Finance Cost 6 2561 1454

Depreciation and Amortisation 7 2238738 2535849

Other Expenses 8 11671340 7762345

TOTAL EXPENSES 35893785 36676726

Profit Before Tax (1228918) 852748

Tax Expenses

1. Current Tax 0 720013

2. Deferred Tax 22735 456514

Profit/(Loss) After Tax (1251653) 589249

Earning Per Equity Share of Face

Value of Rs.10/- each

Basic and Diluted in Rs (0.41) 0.19

Significant Accounting Policies

Notes on Financial Statements 1 to 20

Notes on Significant Accounting Policies -- Schedule 'V'

AS PER OUR REPORT OF EVEN DATE ATTACHEDfor LUHARUKA & ASSOCIATES,Chartered AccountantsFR NO.01882 S




NIRAJ GOEL PANKAJ GOEL Managing Director Director

Sd/- Sd/-

Sd/-

27



M/S.PANKAJ POLYPACK LIMITED

CASH FLOW STATEMENT FOR THE YEAR 2012-13

Particulars 2012-13 2011-12

A m o u n t A m o u n t A m o u n t A m o u n tin Rs in Rs in Rs in Rs

Net Profit Before Taxation & Extraordinary Items (1,228,918) 852,748Adjustment for:Depreciation & Amortisation Expenses 2,238,738 22,208,967Bad debts written off (318,538) (28,326)Finance Cost 2,561 1,454Commission Income (7,699,440)Interest Income (44,274)

1,922,761 14,438,381Operating Profit before Working Capital Changes 693,843 15,291,129Adjustment for:Trade Receivables 11,141,842 (24,518,409)Inventories (2,527,684) (3,808,276)Short Term Advances & Other Current Assets (2,326,973) -Trade Payables 852,354 1,544,113Other Current Liability & Provision 1,036,510 8,176,049 - (26,782,572)Cash Generated from Operations 8,869,892 (11,491,443)Income taxes paid 7,391 774,371Cash Flow Before Extraordinary Activites 8,862,501 (12,265,814)Extraordinary activity - -Net Cash Flow from Operating Activities (A) 8,862,501 (12,265,814)Cash Flow from Investing ActivitiesPurchase of Fixed assets (2,236,705) 29,668,518Purchase of Intangible Assets - 11,016,009Payment of Long Term Advances (113,400) -Interest Income 44,274Commission Income 7,699,440Net Cash Flow from Investing Activities (B) (2,350,105) (32,940,813)Cash Flow from Financing ActivitiesIncrease in Capital - 30,775,000Proceeds from Long Term Borrowings (5,225,917) 14,494,423Interest Paid (2,561) 1,454Net Cash Flow from Financing Activity ( C ) (5,228,478) 45,267,969Net Increase in Cash and Cash Equivalents (A+B+C) 1,283,918 61,342Cash and Cash Equivalents at the Beginning of the Year 61,342 -Cash and Cash Equivalents at End of the Year 1,345,260 61,342

Sd/- Sd/- NIRAJ GOEL PANKAJ GOELManaging Director Director

AS PER OUR REPORT OF EVEN DATE ATTACHED

for LUHARUKA & ASSOCIATES,Chartered Accountants

F R No.01882 S

Sd/-(RAMESHCHAND JAIN)PartnerM.No.23019


for PANKAJ POLYPACK LTD

28




Schedules annexed to and forming part of the accounts for the year ended 31st March, 2013

1 SHARE CAPITAL

Particulars As at 31.03.2013 As at 31.03.2012

Authorised Share Capital35,00,000 Equity Share of Rs. 10/- each 35000000 35000000

Issued, Subscribed and Paid Up:30,77,500 Equity Share of Rs. 10/- each 30775000 30775000

Tota l 30775000 30775000

The Details of Share holding more than 5% Shares:

As at 31.03.2013 As at 31.03.2012

Name of the Share Holder No.of Shares %Held No.of Shares %Held

M/s Pankaj Capfin (P) Ltd 264007 8.90 264007 8.90

M/s Pankaj Polymers Ltd 717540 23.32 717540 23.32

M/s Garnet International Ltd 271522 8.82 271522 8.82

2 RESERVES AND SURPLUS


Profit and Loss Account

As Per Last Balance Sheet 589249 589249

Add: Profit (Loss) for thr year (1251653)

Tota l (662404) 589249

3 LONG-TERM BORROWINGS


Unsecured

a) From an Associate Company 2500000 7725917

b) Sales/Vat Tax Deferment 7478080 7478080

Tota l 9978080 15203997

4 TRADE PAYABLES


Micro and small enterprises 12289 14500

Others 1189492 334927

Tota l 1201781 349427

5 OTHER CURRENT LAIBILITIES


Current Maturities of Long Term debt:

Term Loan from Axis Bank 1000000 0

Advance from Customers 141229 356793

Other Liabilities 3553 239479

Tota l 1144782 596272

29



6 SHORT-TERM PROVISIONS


Provision for Employees benefits 46841 598414

Other Provisions 1039573 720013

Tota l 1086414 1318427

7 TANGIBLE & INTANGIBLE ASSETS*


Tangible Assets:

Land 1592591 1592591

Buildings Factory 1073809 1132572

Plant and Machinery 2578370 2969431

Electrical Installations 88025 88025

Furniture & Fixtures 16949 21051

Vehicles 3146888 1591656

Office Equipments 21165 22903

Moulds 41320 41320

Tota l 8559117 7459549

INTANGABLE ASSETS:

Goodwill 9914408 11016009

Tota l 18473525 18475558

8 LONG-TERM LOANS AND ADVANCES


Unsecured and Considered Good

Security Deposits 851300 737900

Tota l 851300 737900

9 INVENTORIES


Raw Materials 732500 1822500

Work-in-progress/at jobwork 0 56100

Finished goods 5360740 1803176

Consumable Stores 225000 120000

Scrap/wastage 17720 6500

Tota l 6335960 3808276

1 0 TRADE RECEIVABLES


(Unsecured, considered good)

i) Over six months 2118185 8003562

ii) Others 11217123 16155050

Tota l 13335308 24158612

30



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31



1 1 CASH AND CASH EQUIVALENTS


(a) Cash on hand 477763 42725

(b) Balance with banks 867497 18617

Tota l 1345260 61342

1 2 SHORT-TERM LOANS AND ADVANCES


Unsecured and Considered Good

Balance with Statutory Authorities 23251 359797

TDS Receivable 7391 774371

Advances to an Associate Company 2128295 0

Advances to Others 589583 0

Tota l 2748520 1134168

NOTES TO PROFIT & LOSS ACCOUNT

1 REVENUE FROM OPERATIONS


Disposable Wares 34129389 29757434

Tota l 34129389 29757434

2 OTHER INCOME


Commission (TDS Rs. NIL) PY TDS Rs.769944 0 7699440

Interest (TDS.Rs.7391)PY TDS Rs.4427 73910 44274

Miscellaneous Income 143030 0

Sundry Balance Writtenback 318538 28326

Tota l 535478 7772040

3 COST OF RAW MATERIAL CONSUMED


Opening Stock 1822500 0

Add: Purchases of Raw-Materials & Semi Finished Goods 23807182 23401519

Transfer from Pankaj Polymers Ltd on account of Demerger 0 1582400

25629682 24983919

Less: Closing Stock 732500 1822500

Raw Matrial consumed 24897182 23161419

4 CHANGES IN INVENTORIES


Increase/Decrease in stock of Finished

goods & Semi-finished goods

Inventories (at close)


Work-in-Progress/at jobwork 0 56100

Scrap 17720 6500

Total (A) 5378460 1865776

32



Inventories (at opening)

Transfer from Pankaj Polymers Ltd on account of Demerger


Work-in-Progress/at jobwork 56100 124950

Scrap 6500 40000

Total (B) 1865776 4630446

Total (A-B) (3512684) 2764670

5 EMPLOYEE BENEFITS EXPENSES


Salaries Wages & Bonus 477778 434343

Contribution to P.F. & E.S.I. 118870 16646

Tota l 596648 450989

6 FINANCE COSTS


Finance Charges 2561 1454

Tota l 2561 1454

7 DEPRECIATION AND AMORTIZATION EXPENSES


Depreciation 1137137 2535849

Amortization Charges 1101601 0

Tota l 2238738 2535849

8 OTHERS EXPENSES


Electricity & Fuel 4969470 3880058

Consumable stores & Spares Consumed 3363592 2402200

Inward cartage 63062 91523

Jobwork Charges 0 41295

Printing & Stationery 58739 24925

Miscellaneous Expenses 214399 95427

Insurance 27857 30730

Rates,Taxes & Duties 2351372 407247

Business,Sales Promotion & Advertisement 417118 41958

Payments to Auditors

Statutary Audit Fee 33708 33600

Security Charges 109863 144759

Directors' Sitting fees 4000 0

Secretarial & Legal Expenses 0 314500

Repairs & Maintenance:

Machinery 31477 133781

Others 6370 120342

Postage Telegrams & Telephones 20313 0

Tota l 11671340 7762345

33



SCHEDULE – V : NOTES FORMING PART OF ACCOUNTS

1. SIGNIFICANT ACCOUNTING POLICIES :

a) Basis of Accounting

The Financial Statements have been prepared under the historical cost convention on accrual basis in conformityin all material aspects with the generally accepted accounting principles in India and comply with AccountingStandards referred to in Section 211 (3C) of the Companies Act, 1956.

b) Revenue Recognition

Sale of goods is recognized on dispatches to customers, and is inclusive of excise duty and sales tax (whereverapplicable).

c) Use of Estimates

The Preparation of Financial Statements requires estimates and assumptions to be made that effect the reportedamount of assets and liabilities on the date of financial statements and reported amount of revenues and expensesduring the reporting period. Difference between the actual results and estimates are recognized in the period inwhich the results are known / materialized.

d) Fixed Assets

Fixed Assets are stated at historical cost of acquisition less accumulated depreciation and net of Excise Dutyeligible for Cenvat. Pre-operative expenses and Attributable interest stand Capitalized as part of asset cost.Inrespect of Intangible assets consisting of goodwill the same is being amortised over a period of 10 yearsbeginning from the financial year 2012-13.

e) Depreciation

Depreciation on Fixed Assets have been provided on straight-line method at the rates prescribed under ScheduleXIV of the Companies Act, 1956 and prorata on additions during the year. Individual low cost assets acquired atless than Rs.5,000/- are fully depreciated within the year of acquisition.

f) Investments

Current investments are carried at the lower of cost and quoted / fair value, computed category wise. Long TermInvestments are stated at cost. Provision for diminution in the value of long-term investment is made only if suchdecline is other than temporary in the opinion of the management.

g) Impairment:

The carrying amounts of assets are revised at each balance sheet date if there is any indication of Impairment based oninternal and external factors. An asset is impaired when the carrying amount of the asset exceeds the recoverable amount.

h) Inventories

Raw Materials, Stores, Spares and work in progress are valued at cost including Cenvat credit wherever applicableon first in first out basis. Finished goods are valued at lower of cost and or estimated net realisable value. Finishedgoods and work in progress includes cost of conversion and other costs including Excise Duty incurred in bringingthe inventories to their present location and condition. Material in transit are stated at actual cost. Scrap is valuedat net realisable value.

i) Foreign Currency Transactions

Transactions in foreign currency are recorded at the exchange rate, prevailing on the date of transaction or at theexchange rates under the related forward exchange contracts. Profit/Loss on outstanding Foreign Currencycontracts have been accounted for at the exchange rates, prevailing at the year end rates as per FEDAI/RBI.

j) Employee Retirement Benefits

Company's contribution to Provident Fund and Superannuation Fund are charged to Profit and Loss Account.Gratuity is charged to Profit and Loss Account.

k) Deferred Revenue Expenditure is amortised over a period of ten years.

34



l) Provision for Current and Deferred Tax:

i) Provision for current tax is made after taking into consideration benefits admissible under the provisions of theIncome Tax Act, 1961.

ii) Deferred tax resulting from “timing differences” between book and taxable profit is accounted for using taxrates and laws that have been enacted or substantively enacted as on the balance sheet date. The deferred taxasset is recognised and carried forward only to the extent that there is a reasonable certainty that the assetwill be realised in future.

m) Provision, Contingent Liabilities and Contingent Assets :

Provisions involving substantial degree of estimation in measurement are recognized when there is a presentobligation as a result of past event and it is probable that there will be an outflow of resources. ContingentLiabilities which are not recognized are disclosed in notes. Contingent Assets are neither recognized nor disclosedin Statements.

n) Turnover

Turnover includes sale price of goods, sales tax, excise duty. Inter-segment sales are excluded in the Main Profitand Loss account.

o) Segment Reporting

Company's operating Business is organized & managed unit wise, according to the nature of the products andservices provided, are recognized in segments representing one or more strategic business units, that offerproducts or services of different nature and to different Markets.

p) Prior Period Expenses / Income

Prior period items, if material are separately disclosed in Profit & Loss Account together with the nature andamount. Extraordinary items & changes in Accounting Policies having material impact on the financial affairs of thecompany are disclosed.

q) Sundry Debtors, Loans and Advances

Doubtful Debts/Advances are written off in the year in which those are considered to be irrecoverable.

r) Earning per Share

The Company reports basic and diluted earnings per share in accordance with Accounting Standard-20 (AS-20)issued by the Institute of Chartered Accounts of India. Basic earnings per share are computed by dividing the netProfit or Loss for the year by the Weighted Average number of equity share outstanding during the year. Dilutedearnings per share is computed by dividing the net profit or loss for the year by weighted average number of equityshares outstanding during the year as adjusted for the effects of all dilutive potential equity shares, except where theresults are anti-dilutive.

s) Cash Flow Statement:

Cash Flow Statement has been prepared in accordance with requirement of Accounting Standard – 3 “Cash FlowStatement” issued by the Institute of Chartered Accountants of India.

2. NOTES TO THE ACCOUNTS:

1. Contingent Liabilities:

1) Estimated amount of contracts remaining to be executed on capital accounts net of advance Rs. NIL(Previous Year Rs. NIL)

2) Bank Guarantee given : NIL Previous Year Rs. NIL

3) Disputed Sales Tax Rs. : NIL Previous Year Rs. NIL

2. Related Party Disclosures: Related party disclosures as required under Accounting StandardsAS18 on Related Party Disclosures:

35



a) Relationship:

I) Associates: Pankaj Capfin Private Limited, Pankaj Tubes (P) Ltd., Jaya Polywear Private Limited., Pankaj Strips(P) Limited., Aman Tubes Private Limited, Pankaj Polytec (P) Ltd., Pankaj Polymers Limited.,

II) Key Management Personnel: Shri. Niraj Goel

b) The following transactions were carried out with related parties in the ordinary course of business.

I) Associates:

Advances taken

(a) Pankaj Strips (P) Limited - Rs. 25,00,000

Advances given

(a) Pankaj Polymers Limited - Rs. 21,28,295

II) a) Purchase of Goods from M/s.Pankaj Polymers Ltd - Rs. 7,99,136

b) Purchase of Goods from M/s.Pankaj Polytec (P) Ltd - Rs. 14,26,155

Earnings per Share:The numerator and denominator used to calculate basic/diluted earning per share:

2012-2013 2011-12

Profit after tax (Numerator) Rs.12.52 Rs.5.89

Basic/weight in average No. of Equity Shares (Denominator) 3077500 3077500

Basic/Diluted earning per share (0.41) 0.19

Nominal value of shares. 10/- 10/-

3. In accordance with the provisions of the accounting standards, AS-22 "Accounting for Taxes on Income" thedeferred tax liability of Rs.22,735/- has been recognised in the profit & loss account for the year issued by theInstitute of Chartered Accountants of India the Company has recognized tax effect of the timing differences,representing the difference between Taxable Income and Accounting Income.

4. The information relating to the registration status of suppliers under the Micro, Small & Medium EnterprisesDevelopment Act 2006 is complied & disclosed to the extent of information available with the Company.

5. The Company is operating into only one segment i.e, manufacture of PP Disposable containers hence segmentinformation is not given.

6. Previous Years figures have been regrouped and reclassified wherever necessary to make them comparable.


AS PER OUR REPORT OF EVEN DATE ATTACHEDfor LUHARUKA & ASSOCIATES,Chartered AccountantsFR No.01882 S

(RAMESHCHAND JAIN)PartnerM.No.23019Place: SecunderabadDate : 30.05.2013


Sd/- Sd/-Sd/-

36



ADDITIONAL INFORMATION PURSUANT TO THE PROVISION OF PART II

OF SCHEDULE VI OF THE COMPANIES ACT 1956

Sl. For the year ended 31.03.2013 For the year ended 31.03.2012

No. Details Qty.(MT) Value.(Rs) % Qty.(MT) Value.(Rs) %

a) VALUE OF IMPORTS (CIF) BASIS

Raw-Materials NIL NIL NIL NIL NIL NIL

b) EXPENDITURE IN FOREIGNCURRENCIES

Travelling Expenses NIL NIL NIL NIL NIL NIL

c) VALUE OF IMPORTED ANDINDIGENOUS RAW MATERIALSTORES SPARE PARTS & COM-PONENTS CONSUMED DURINGTHE YEAR

Raw-Mater ia l s

Imported NIL NIL NIL NIL NIL

Indigenous 254.099 24897182 100 253.800 23161419 100

Stores Spareparts & Components

Imported NIL NIL NIL NIL NIL NIL

Indigenous 0 3363592 100 NIL 2402200 100

d) EARNING IN FOREIGN CURRENCY NIL NIL NIL NIL NIL


AS PER OUR REPORT OF EVEN DATE ATTACHEDfor LUHARUKA & ASSOCIATES,Chartered AccountantsF.R.No. 01882 S




Sd/- Sd/-Sd/-

37



BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

(a) Registration Details Reg. No. : U25200AP2011PLC072532 State Code : 1

Balance Sheet Date : 31/03/2013

(b) Capital Raised Public Issue : NIL Rights Issue : NILduring the year(Amount in Bonus Issue : NIL Private Placement/Others : NILRs. Thousands)

(c) Position of Total Liabilities : 43524 Total Assets : 43524Mobilisation &Development of SOURCES OF FUNDSFunds: (Amountin Rs. Thousands) Paid-up Capital : 30775 Reserves & Surplus : (662)

Secured Loans : NIL Unsecured Loans : 9978

APPLICATION OF FUNDS

Net Fixed Assets : 18473 Investments : NIL

Net Current Assets : 23765 Misc. Expenditure : NIL

Accumulated Losses ---

(d) Performance of TurnoverCompany (Incl.other income) : 34665 Total Expenditure : 35894(Amount inRs. Thousands) Profit before Tax : (1229) Profit After Tax : (1252)

Earning per Share in Rs. : (0.41) Dividend Rate (%) : NIL

(e) Generic Names of Item Code No.(ITC Code) : 3924 PP SHEETS AND PP DISPOSABLEPrincipal products of WARES AND CONTAINERSCompany: (As perMonetary terms)

38



Dear Shareholder,

Sub: Green Initiative in Corporate Governance

The Ministry of Corporate Affairs has taken a "Green Initiative in Corporate Governance" by allowing paperless

compliance by Companies through electronic made. In accordance with the recent circular no.17/2011 dated

21.04.2011 and circular No 18/2011dated 29.04.2011 issued by the Ministry, Companies can now send various

notices and documents including annual report, to its shareholders through electronic made to the registered e-

mail addresses of shareholders. It is a welcome move for the society at large, as this will reduce paper consumption

to great extent and allow share holders to contribute towards a Greener Environment. This is a golden opportunity

for every shareholder of M/s.Pankaj Polypack Limited to contribute to the corporate Social Responsibility initiative

of the Company

We therefore invite all our shareholders to contribute to the cause by filling up the form given below and send it back

to us in the attached postage prepaid envelope.

Let's be part of this 'Green Initiative'

Please note that as a member of the company you will be entitled to receive all such communication in physical

form, upon request.

——————————————————————————————————————————————

E-COMMUNICATION REGISTRATION FORM

(In terms of circular no. 17/2011 dated 21.04.2011 issued by the Ministry of Corporate Affairs)

Folio No./Dp ID& Client ID : ………………………………...

Name of 1st Registered Holder : …………………………………

Name of joint Holder(s) : ………………………………....

…………………………............

Registered Address : ………………………………...

E-mail ID(to be registered ) : ………………………………...

I/we shareholder(s) of Pankaj Polypack Limited agree to receive Communication from the Company in electronic

mode. Please Register my above e-mail id in your for sending communication through e-mail.

Date …………………

Signature……………………………………..

Note:

Shareholder(s) are requested to keep the Company informed as and when there is any change in the e-mail address.

39



PANKAJ POLYPACK LIMITEDRegd. Office: “E” Block, Vth Floor,105, Surya TowersSardar Patel Road, Secunderabad-500 003

ATTENDANCE SLIP

Registered Folio / DPID No:

Name of the Shareholder: No. of Shares:

I/We hereby record my/our presence at the SECOND ANNUAL GENERAL MEETING of the Company, at LionsBhavan, 1-8-179, Lakhapath Building, Behind HDFC Bank, Paradise Circle, Secunderabad - 500 003 at11.30 A.M. on Wednesday, the 28th day of August, 2013 and at any adjournment thereof.

Signature of the Shareholder(s): __________________________________________

Notes:

1. Shareholder/Proxy holder wishing to attend the meeting must bring the Attendance Slip/Proxy from as thecase may be meeting and handover at the entrance duly signed.

2. Shareholder/Proxy holder desiring to attend the meeting should bring his copy of the Annual Report forreference at the meeting.

PANKAJ POLYPACK LIMITEDRegd. Office: “E” Block, Vth Floor,105, Surya Towers

Sardar Patel Road, Secunderabad-500 003

PROXY FORM

I/We ____________________________ being a Member/Members of PANKAJ POLYPACK LIMITED hereby

appoint_____________________________________ of _______________________________ or failing

him/her ___________________ of ___________________ as my/our Proxy to attend and vote for me/us and

on my/our behalf at the SECOND ANNUAL GENERAL MEETING of the Company at Lions Bhavan, 1-8-179,

Lakhapath Building, Behind HDFC Bank, Paradise Circle, Secunderabad-500 003 at 11.30 A.M. on Wednesday,

the 28th day of August 2013 and at any adjournment thereof.

Registered Folio / DPID No. : No. of Shares:

AS WITNESS my hand/our hands this __________ day of _________ 2013

Signature(s)_______________________

Note: The Proxy Form must be deposited at the Registered Office of the Company not less than 48 hours before the timefor holding the meeting.

AffixRevenueStamp1Rupee

40



PRINTED MATTER

BOOK – POST

If Undelivered, please return to :


Regd. Office: ‘E’ Block, V Floor, 105, Surya TowersSardar Patel Road, Secunderabad – 500 003.

Phones: 040 – 27897743, 27897744, 27815895Fax: 040 – 27842127

Email: [email protected] : [email protected]