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CORPORATE INFORMATION
BOARD OF DIRECTORS
1. Mr. Prem Kankaria - Managing Director (DIN: 00062584)
2. Mr. V. S.N. Murthy - Non Executive & Independent Director (DIN: 00021952)
3. Mr. Suresh Chandra Bapna - Non Executive & Independent Director (DIN: 0154834)
4. Dr. R.R Pujari - Non Executive & Independent Director (DIN: 00018994)
REGISTERED & CORPORATE OFFICE:6-3-1090/C-4, Opp. Kapadia LaneRaj Bhavan Road, Hyderabad-500 082Telangana, India.Ph,No. (040) – 23392024 / 25Fax No.(040) – 23399033Email : [email protected] : [email protected]: rajpack.com
WORKS:Survey No. 715, Kondamadugu Village,Bibinagar, Nalgonda Dist. Telangana, India.
BANKERS:State Bank of IndiaSME Branch, Saifabad, Hyderabad.
AUDITORS:NAC & Associates LLP (formerly C.P.Ranka & Co)Chartered AccountantsSecunderabad, Telangana, India.
REGISTRAR & SHARE TRANSFER AGENT:CIL Securities Ltd.214, Raghavaratna Towers,Chirag Ali Lane,Hyderabad 500 001.Ph.No. 23202465/66612093, Fax. 23203028
AUDIT COMMITTEE:Mr. V. S.N. MurthyMr. Suresh Chandra BapnaDr. R. R. Pujari
NOMINATION & REMUNERATION COMMITTEE:Mr. Suresh Chandra BapnaMr. V. S.N. MurthyDr. R. R. Pujari
STAKEHOLDERS RELATIONSHIP COMMITTEE:
Mr. Suresh Chandra Bapna
Mr. V. S. N. Murthy
Dr. R. R. Pujari
LISTED AT: BSE Limited.
ISIN: INE251H01024
WEBSITE: www.rajpack.com
INVESTOR E-MAIL ID: [email protected]
CORPORATE IDENTITY NUMBER:L25209AP1987PLC007550
27th ANNUAL GENERAL MEETING
Day : Saturday
Date : 27th September, 2014
Time : 11.00 A.M.
Venue : Hotel Inner Circle,
Lane beside Saboo
Motors, Raj Bhavan Road,
Hyderabad. – 500 082
Contents ............................................ Page Nos.
Notice ................................................................... 2
Chairman’s Speech ............................................. 11
Directors’ Report ................................................ 13
Corporate Governance ...................................... 21
Audit Report ....................................................... 35
Balance Sheet .................................................... 41
Profit & Loss Account ........................................ 42
Cash Flow Statement ........................................ 43
Schedules (1 to 25) ........................................... 44
ECS Mandate ...................................................... 60
Proxy Form and Attendance Slip ....................... 63
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NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Twenty Seventh Annual General Meeting of the Members of RAJ
PACKAGING INDUSTRIES LIMITED will be held on Saturday, the 27th September, 2014 at
11.00 a.m. at Hotel Inner Cirlce, Lane Beside Saboo Motors, Rajbhavan Road, Hyderabad.
Telangana, India to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2014, Profit &
Loss Account for the year ended on that date and the Reports of the Auditors’ and Directors’
there-on.
2. To reappoint M/s. NAC and Associates LLP (formerly known as C.P.Ranka & Co.), Chartered
Accountants, bearing ICAI Registration No. 119375W as auditors of the company to hold
office for a term of three years up to the conclusion of 30th Annual General Meeting to be
held in the year 2017 subject to ratification at every Annual General Meeting and to fix their
remuneration.
SPECIAL BUSINESS:
3. To consider and if thought fit, to pass with or without modification(s), the following resolution
as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160 and other applicable
provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules framed there under
read with Schedule IV to the Act, as amended from time to time, Dr. R. R. Pujari (DIN -
00018994), a non-executive independent director of the Company, who has submitted a
declaration that he meets the criteria for independence as provided in Section 149(6) of the
Act and who is eligible for appointment, be and is hereby appointed as an Independent
Director of the Company, with effect from 01.04.2014 up to 31.03.2019.”
4. To consider and if though it, to pass with or without modification(s), the following resolution
as a Special Resolution.
“RESOLVED THAT in supersession of the Ordinary Resolution passed at the 21st Annual
General Meeting held on 27th September, 2008 and pursuant to the provisions of section
180(1)(a) and other applicable provisions, if any of the Companies Act, 2013 (including any
statutory modifications or amendments thereof) and Rules made there under, consent of
the Shareholders be and is hereby accorded to the Board of Directors and its Committee(s),
to mortgage or create charge on all or any of the immovable and movable properties (including
pledge of securities held in subsidiaries/associates) of the Company, its subsidiaries and
associates where so ever situated, present and future, and /or conferring power to enter
upon and to take possession of assets of the Company in certain events, to or in favour of
any Bank(s) or Financial Institution(s) situated within or outside India (hereinafter referred
to as “the Lenders”) to secure repayment of rupee term loans or foreign currency loans or
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a combination of both lend, advanced or agreed to lend and advanced by the lender(s) to
the Company either jointly or severally or in any other combination thereof, as the case
may be, in terms of the loan agreement(s), entered into/ to be entered into by the Company
with each of the lenders for the purpose of implementation of the project(s) of the Company
5. To consider and if though it, to pass with or without modification(s), the following resolution
as a Special Resolution:
“RESOLVED THAT in supersession of the Ordinary Resolution passed at the 21st Annual
General Meeting held on 27th September, 2008 and pursuant to Section 180(1)(c) and any
other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there
under (including any statutory modifications or amendments thereof), consent of the
shareholders be and is hereby accorded to the Board of Directors and its Committee(s) to
borrow any sum or sums of money, from time to time, not exceeding at any time, a sum of
Rs. 15 crores (Rupees Fifteen Crores Only) for the purpose of business of the Company
notwithstanding, that such borrowing(s), together with the monies already borrowed by the
Company (apart from temporary loans, if any obtained from the Company’s bankers in the
ordinary course of business) may exceed the aggregate of the paid-up share capital and
free reserves of the Company, that is to say, reserves not set apart for any specific purpose.”
6. To consider and if thought it, to pass with or without modification(s), the following resolution
as a Special Resolution:
“Resolved that a new Article 196 is being inserted which is as under:
196. “General Clause – Overriding effect of Companies Act, 2013”
The intention of these Articles is to be in consonance with the contemporary Act, Rules
and Regulations prevailing in India. If there is an amendment in any Act, Rules and Regulations
allowing what was not previously allowed under the Statute, the Articles herein shall be
deemed to have been amended to the extent that Articles will not be capable of restricting
what has been allowed by the Act by virtue of an amendment subsequent to registration of
the Articles. In case of any of the provisions contained in these Articles is inconsistent or
contrary to the provisions of the Companies Act, 2013 and rules made there under, the
provisions of Companies Act, 2013 and rules made there under shall override the provisions
of these existing Articles and these Articles shall be deemed to have been amended to
include such provisions of the Companies Act, 2013. All references to sections of Companies
Act, 1956 shall be deemed to include the corresponding sections/provisions of the
Companies Act, 2013 if any.”
By the Order of the Board of Directors
For RAJ PACKAGING INDUSTRIES LTD.
Sd/-
Place : Hyderabad PREM KANKARIA
Date : 29.05.2014 MANAGING DIRECTOR
(DIN : 00062584)
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NOTES:
1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the
Special Businesses to be transacted at the Annual General Meeting (AGM) is annexed hereto.
2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND
AND VOTE ON HIS / HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE
COMPANY. Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can
act as a proxy on behalf of not more than fifty members and holding in aggregate not more than
ten percent of the total Share Capital of the Company. Members holding more than ten percent
of the total Share Capital of the Company may appoint a single person as proxy, who shall not
act as a proxy for any other Member. The instrument of Proxy, in order to be effective, should be
deposited at the Registered Office of the Company, duly completed and signed, not later than
48 hours before the commencement of the meeting. A Proxy Form is annexed to this Report.
Proxies submitted on behalf of limited companies, societies, etc., must be supported by an
appropriate resolution / authority, as applicable.
3. The Register of Members and Share Transfer Books of the Company will remain closed from
20th September, 2014 to 27th September, 2014 (both days inclusive).
4. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules
made there under, Companies can serve Annual Reports and other communications through
electronic mode to those Members who have registered their e-mail address either with the
Company or with the Depository. Members who have not registered their e-mail address with
the Company can now register the same by informing the Company or to M/s. CIL Securities
Limited, Registrar & Share Transfer Agent of the Company. Members holding shares in demat
form are requested to register their e-mail address with their Depository Participant(s) only.
Members of the Company, who have registered their e-mail address, are entitled to receive
such communication in physical form upon request.
5. The Notice of AGM, Annual Report and Attendance Slip are being sent in electronic mode to
Members whose e-mail IDs are registered with the Company or the Depository Participant(s)
unless the Members have registered their request for a hard copy of the same. Physical copy
of the Notice of AGM, Annual Report and Attendance Slip are being sent to those Members who
have not registered their e-mail IDs with the Company or Depository Participant(s). Members
who have received the Notice of AGM, Annual Report and Attendance Slip in electronic mode
are requested to print the Attendance Slip and submit a duly filled in Attendance Slip at the
registration counter to attend the AGM.
6. Pursuant to Section 108 of the Companies Act, 2013, read with the relevant Rules of the Act, the
Company is pleased to provide the facility to Members to exercise their right to vote by electronic
means. The Members, whose names appear in the Register of Members / list of Beneficial
Owners as on 19.09.2014, i.e. the date prior to the commencement of book closure date are
entitled to vote on the Resolutions set forth in this Notice. Members who have acquired shares
after the despatch of the Annual Report and before the book closure may vote physically in the
Annual General Meeting and approach the Company for copy of Annual Report. The e-voting
period will commence at 9.00 a.m. on 21.09.2014 and will end at 6.00 p.m on 23.09.2014. The
Company has appointed Mr. Vivek Surana, Practicing Company Secretary, to act as the
Scrutinizer, for conducting the scrutiny of the votes cast. The Members desiring to vote through
electronic mode may refer to the detailed procedure on e-voting given hereinafter.
PROCEDURE FOR E-VOTING:
In case of members receiving e-mail:
(i) Log on to the e-voting website www.evotingindia.com
(ii) Click on “Shareholders” tab.
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(iii) Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT”
(iv) Now Enter your User ID
(i) For CDSL: 16 digits beneficiary ID,
(ii) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
(iii) Members holding shares in Physical Form should enter Folio Number registered with the
Company.
(v) Next enter the Image Verification as displayed and Click on Login.
(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and
voted on an earlier voting of any company, then your existing password is to be used.
(vii) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable
for both demat shareholders as well as physical shareholders)
Members who have not updated their PAN with the Company/Depository
Participant are requested to use the first two letters of their name and the 8
digits of the sequence number (Available on the Address label pasted in the
cover and/or in the e-mail sent to the members) in the PAN field.
In case the sequence number is less than 8 digits enter the applicable number
of 0's before the number after the first two characters of the name in CAPITAL
letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter
RA00000001 in the PAN field.
DOB# Enter the Date of Birth as recorded in your demat account or in the company
records for 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
Bank company records for the said demat account or folio.
Details#
Please enter the DOB or Dividend Bank Details in order to login. If the details
are not recorded with the depository or company please enter the member id /
folio number in the Dividend Bank details field.
(viii) After entering these details appropriately, click on “SUBMIT” tab.
(ix) Members holding shares in physical form will then reach directly the Company 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 password field. Kindly note that this password is to be also used by the demat
holders for voting for resolutions of any other company on which they are eligible to vote,
provided that company opts for e-voting through CDSL platform. It is strongly
recommended not to share your password with any other person and take utmost care
to keep your password confidential.
(x) For Members holding shares in physical form, the details can be used only for e-voting
on the resolutions contained in this Notice.
(xi) Click on the EVSN for the relevant on which you choose to vote.
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(xii) 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 assent to the Resolution and option NO implies that you dissent to the
Resolution.
(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xiv) 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.
(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your
vote.
(xvi) You can also take out print of the voting done by you by clicking on “Click here to print”
option on the Voting page.
(xvii) If Demat account holder has forgotten the changed password then Enter the User ID and
the image verification code and click on Forgot Password & enter the details as prompted
by the system.
u Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log
on to https://www.evotingindia.co.in and register themselves as Corporates.
u They should submit a scanned copy of the Registration Form bearing the stamp and
sign of the entity to [email protected].
u After receiving the login details they have to create a user who would be able to link the
account(s) which they wish to vote on.
u The list of accounts should be mailed to [email protected] and on
approval of the accounts they would be able to cast their vote.
u They should upload a scanned copy of the Board Resolution and Power of Attorney
(POA) which they have issued in favour of the Custodian, if any, in PDF format in the
system for the scrutinizer to verify the same.
In case of members receiving the physical copy:
(i) Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote.
ii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to log
on to https://www.evotingindia.co.in and register themselves, link their account which
they wish to vote on and then cast their vote. They should upload a scanned copy of the
Board Resolution and POA in favour of the Custodian who they have authorized to vote on
their behalf, in PDF format in the system for the scrutinizer to verify the vote.
iii) The voting period begins on 21.09.2014 at 9.00 A.M. and ends on 23.09.2014 at 6.00.P.M.
During this period shareholders’ of the Company, holding shares either in physical form
or in dematerialized form, as on the 12.09.2014, may cast their vote electronically. The e-
voting module shall be disabled by CDSL for voting thereafter. Once the vote on a
resolution is cast by the shareholder, the shareholder shall not be allowed to change it
subsequently.
iv) In case you have any queries or issues regarding e-voting, you may refer the Frequently
Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under
help section or write an email to [email protected].
v). The voting rights of shareholders shall be in proportion to their shares of the paid up
equity share capital of the Company as on the cut-off date (record date) of 22.08.2014 for
e voting purpose.
vi). Mr. Vivek Surana, Practicing Company Secretary, C.P. No. 12901 has been appointed as
the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
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vii). The Scrutinizer shall within a period not exceeding three (3) working days from the
conclusion of the e-voting period unblock the votes in the presence of at least two (2)
witnesses not in the employment of the Company and make a Scrutinizer’s Report of the
votes cast in favour or against, if any, forthwith to the Chairman of the Company.
viii). The Results shall be declared on or after the AGM of the Company. The Results declared
alongwith the Scrutinizer’s Report shall be placed on the Company’s website
www.rajpack.com and on the website of CDSL within two(2) days of passing of the
resolutions at the AGM of the Company and communicated to the BSE Limited.
ix). Since the Company is required to provide members facility to cast their vote by electronic
means, shareholders of the Company holding shares either in physical form or in
dematerialized form, as on the cut-off date of 19.09.2014 and not casting their vote
electronically, may only cast their vote at the Annual General Meeting.
7. The Register of Directors' and Key Managerial Personnel and their shareholding maintained
under Section 170 of the Companies Act, 2013, the Register of contracts or arrangements in
which the Directors are interested under Section 189 of the Companies Act, 2013 will be available
for inspection at the AGM.
8. Members holding shares in demat form are hereby informed that bank particulars registered
with their respective Depository Participant(s), with whom they maintain their demat accounts,
will be used by the Company. The Company or its Registrar cannot act on any request received
directly from the Members holding shares in demat form for any change in bank particulars.
Members holding shares in demat form are requested to intimate any change in their address
and / or bank mandate to their Depository Participants immediately.
9. Members holding shares in physical form are requested to intimate any change of address and
/ or bank mandate to M/s. CIL Securities Limited or to the Company immediately.
10. The Securities and Exchange Board of India has mandated submission of Permanent Account
Number (PAN) by every participant in securities market. Members holding shares in demat
form are, therefore, requested to submit PAN details to the Depository Participants with whom
they have demat accounts. Members holding shares in physical form can submit their PAN
details to M/s. CIL Securities Limited or to the Company immediately.
11. For convenience of the Members and proper conduct of the meeting, entry to the meeting venue
will be regulated by Attendance Slip. Members are requested to sign at the place provided on
the Attendance Slip and hand it over at the registration counter.
12. Members desiring any information relating to the accounts are requested to write to the Company
well in advance so as to enable the management to keep the information ready.
13. Pursuant to the provisions of Sections 123,124 and 125 of the Companies Act, 2013, the
amount of dividends remaining unclaimed for a period of seven year are to be transferred to
investor Education and Protection Fund (IEPF).
14. Members holding shares in physical form and desirous of making a nomination in respect of
their shareholding in the Company, as permitted under Section 72 of the Companies Act, 2013,
are requested to submit to the Company in Form 2B.
15. Pursuant to the provisions of Section 123, 124, and 125 of the Companies Act, 2013, the
Company has transferred to unpaid or unclaimed dividends for the financial years 2005-06, to
the Investor Education and Protection Fund ( the IEPF) established by the Central Government.
Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information
regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company
has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31st
December,2013 (date of last Annual General Meeting) on the Ministry of Corporate Affairs website.
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ADDITIONAL INFORMATION REQUIRED TO BE FURNISHED UNDER THE LISTING AGREEMENT
Brief Details of Directors seeking re-appointment at this Annual General Meeting
(Pursuant to Clause 49 of the Listing Agreement)
Name of the Director Dr. R.R.Pujari
Date of Birth 01-07-1954
Nationality Indian
Date of appointment on the Board 07-11-2011
Qualifications Ph.d in Derivatives – Master of Commerce
Ph.d in Behavioural Science - CAIIB
Expertise in functional Area He is well versed in project finance, bank
finance and he is also on the board of
several company’s and carrieswith him vast
experience and knowledge.
Number of shares held in the Company NIL
List of directorships held 1. GKC Projects Ltd.
in other companies 2. Hyperion Green Energy India pvt. Ltd.
3. Velocity Networks Pvt. Ltd.
4. Celebrity Cricket League Pvt. Ltd.
5. Quaiattini Properties Pvt. Ltd.
6. Zerkalo Properties Pvt. Ltd.
7. Ardente Realtors Pvt. Ltd.
8. Kakatiya Energy Systems Pvt. Ltd.
Chairman/Member of the Committees
of the Boards of other companies
in which he is Director as on 31.03.14 None
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EXPLANATORY STATEMENT
(Pursuant to Section 102 of the Companies Act, 2013)
Item No: 3
In accordance with the relevant provisions of the Articles of Association of the Company and the
erstwhile provisions of the Companies Act, 1956, Dr. R. R. Pujari, is appointed as independent
director by of the Company.
The Board of Directors of the Company has decided to adopt the provisions with respect to
appointment and tenure of Independent Directors which is consistent with the Companies Act,
2013 and the amended Listing Agreement. Accordingly, the Independent Directors will serve for
not more than two terms of five years each on the Board of the Company. In line with the
requirements of the Companies Act, 2013, it is therefore proposed to appoint Dr. R. R. Pujari as
Independent Director on the Board of the Company for a term upto five consecutive years,
commencing from 01.04,2014. A brief profile of proposed Independent Director, including nature
of his expertise, is provided in this Annual Report.
Notice have been received from a member proposing candidature of the above Director for the
office of Independent Director of the Company. In the opinion of the Board, they fulfil the conditions
specified in the Companies Act, 2013 and the Rules made there under for appointment as
Independent Directors of the Company. A copy of the draft Letter of Appointment for Independent
Director, setting out terms and conditions of his appointment, is available for inspection at the
Registered Office of the Company during business hours on any working day and is also available
on the website of the Company www.rajpack.com.
The Board recommends the Ordinary Resolution as set out at item no. 3 for approval of the
Members.
Except Dr. R. R. Pujari, none of the Directors or Key Managerial Personnel or their relatives, are
concerned or interested, in the above said resolution.
Item No 4 & 5:
The members of the Company at their 21st Annual General Meeting held on 27-09-2008, had
approved respective resolutions under section 293(1)(a) and 293(1)(d) of the erstwhile Companies
Act, 1956 for mortgaging the properties of the company in favour of the lenders and also for
exercising the borrowing limits up to an aggregate amount of Rs. 15 Crores for the purpose of
business of the company.
Pursuant to notification of Section 180 of the Companies Act, 2013, prior consent of the
Shareholders by a special resolution is required to enable the Board of Directors to exercise
these powers which, in aggregate, may exceed the paid-up capital and free reserves of the
Company and to create charge on movable/immovable properties of the Company in favour of
the lenders.
Further, the Ministry of Corporate Affairs vide their circular no.4 dated: 25-03-2014 had clarified
that all such resolutions passed earlier under section 293(1)(a) and 293(1)(d) of the erstwhile
Companies Act, 1956 are valid and effective only for a period of one year up to 11-09-2014. Any
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such mortgages and borrowings after this date would require a fresh prior approval of the
shareholders under section 180 of the Companies Act, 2013 through a special resolution. It is
imperative that such an authority is required to be delegated to the Board of Directors or its
Committee for carrying on the business of the Company in the ordinary course and the Board is
of the view that the earlier approved borrowing limits of up to Rs. 11 Crores may not be sufficient
to carry on the business. Hence, the Board is proposing to increase the same to Rs. 15 crores.
Accordingly, the Board of Directors of the company at its meeting held on 06.08.2014 had
approved these proposals subject to your approval.
None of the Directors / Key Managerial Personnel and their relatives are interested or concerned
in the above special resolutions set out under Item No: 4 & 5 of the Notice.
Item No: 6
A general clause is proposed to be inserted to the effect that if any provision as mentioned in the
Articles is inconsistent with the provisions of the Companies Act, 2013 and Rules made therein,
then the provisions of the Companies Act, 2013 and rules made therein shall override the
provisions of these Articles.
The Board commends the Special Resolution as set out at item no.6 for approval of the Members.
None of the Directors / Key Managerial Personnel and their relatives are interested or concerned
in the above said resolution.
By the Order of the Board of Directors
For RAJ PACKAGING INDUSTRIES LTD.
Sd/-
Place : Hyderabad PREM KANKARIA
Date : 29.05.2014 MANAGING DIRECTOR
(DIN : 00062584)
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CHAIRMAN'S SPEECH AT THE 27th ANNUAL GENERAL MEETING
Dear Share holders,
On behalf of the Board of Directors, I have great pleasure in welcoming you all to the Annual
General Meeting of your company and presenting the 27th Annual report .
The Audited Accounts along with Director's and Auditor's report there on for the year ended 31st
March, 2014 have been with you for some time and with your permission, I shall take them as
read.
INDUSTRIAL STRUCTURE AND ECONOMIC SCENE
RPIL is engaged in manufacture of multilayer co-extruded plastic film and flexible packaging
material. It is a part of the plastic packaging material industry. The packaging material is
important to several products, hence this industry is growing very rapidly not only at its own but
also because of growth of several industries which are using packing material.
There has been marked changes in the structure of the industry due to multinational coming
into food packaging, rapid growth in organized retail sector , mall culture coming to existence
and the customer demands are ever increasing for better quality and sophisticated products.
Looking back, the year 2013-14 has been year of constrained though the Global Economy
showed signs of recovery during the year after almost 4 years since the onset of financial
crisis. The recovery time is different as developed economies consolidated while most emerging
markets face challenges to reviving growth. The USA finally introduced gradual tapering of its
stimulus packages which has so far not destabilized global financial markets. But emerging
markets like India faced multiple challenges: capital outflows, intense exchange rate volatility
and current account deficits. A combination of persistent inflation, fiscal imbalances, external
sector vulnerabilities and low investments resulted in sluggish domestic demand growth. Fiscal
and monetary initiatives taken by the Government of India and RBI helped stabilize financial
market conditions but the domestic macro-economic environment still remains challenging.
The GDP growth of Indian economy was 4.7% in the year 2013-14. The economy has remained
challenged as growth has been below 5% in the last 7 quarters with exception in one quarter.
This slowdown has coincided with a decline in financial savings, low and sluggish growth in
fixed capital formation over successive quarters, persistently high inflation, low business
confidence and particularly inadequate structural policy measures which have had a profound
effect on potential growth.
RBI continues to follow the tight monetary policy with high interest rates effecting profitability of
the business and availability of funds for working capital.
As this was the situation at National level, the situation at State level was much worse because
of agitation for separate state resulting into policy paralysis and loose administration -business
environment all around suffering. Added to that was acute power shortage hampering production.
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All these has now become history and we can look forward to changed and positive business
environment with new government at the centre and as well as state level with new vigour and
vision. We can certainly hope for " AACHE DIN".
CORPORATE PERFORMANCE FOR 2013-14 AND PROSPECTS FOR CURRENT YEAR:
Against this backdrop of challenging environment your company has turned around and put up
reasonably good performance as compared to previous two years.
RPIL has shown total income of Rs.4290 lakhs as compared to Rs.3160 lakhs (both are net of
excise) for the year. The company's operating profit stood at Rs. 309.53 lakhs and PAT at
Rs.89.03 lakhs for current year as against Rs.200.13 lakhs and Rs. (4.26) lakhs for previous
year.
The turnover of company has increased by 36%, operating profit by 54% and net profit substantially
from loss of 4.26 lakhs to profit of 89 lakhs .
With company working at almost full capacity, can think of expanding the capacity not only in
the film line but also can plan for vertical integration and go for Laminated product and other
value added product. The Management will soon come out with business plans for the next
three years.
CONCLUSION
I take this opportunity to express my sincere thanks to my colleagues on the Board for their
wise counsel and guidance and valuable inputs.
I would like to extend my thanks to Team Raj Packaging, to our valued customers, vendors and
our Bank -state bank of India and other stake holders without their support we would not have
been on growth path.
Before I conclude, I wish to sincerely thank our valuable shareholders for their support and faith
in the Board of Directors and Management of the company. We will continue to strive hard to
justify your confidence in your company.
Thanking you.
CHAIRMAN
13
DIRECTORS’ REPORT
Dear Members,
Your Directors have pleasure in presenting the 27th Annual Report and Audited Accounts of the
Company for the year ended 31st March 2014.
FINANCIAL RESULTS
Your Company’s performance during the year as compared to previous year is summarized below:
(Rs.in lakhs)
Particulars Year ended Year ended
31.03.2014 31.03.2013
Sales & Other Income 4286.70 3159.67
Operating Profit (PBIDT) 309.53 200.13
Interest & Finance Charges 140.45 140.71
Profit before Depreciation and Taxes ( PBDT ) 169.08 59.42
Depreciation 65.39 65.49
Profit Before Tax 103.69 (6.07)
Provision for Tax
- Current Tax (Mat) 21.64 -
- Deferred Tax (4.69) (1.81)
MAT Credit Entitlement (2.29)
Profit After Tax 89.03 (4.26)
Profit after Prior Period Adjustments 89.03 (4.26)
Balance Brought forward 194.71 198.97
Amount Available for appropriations 283.74 194.71
APPROPRIATIONS
Your Directors recommended appropriations as under:
Proposed Dividend Nil - -
Balance Carried forward 283.74 194.71
Total : 283.74 194.71
PERFORMANCE
During the year under review, your company has achieved a Turnover of Rs.4281.41 Lacs as compared
to Rs.3150.93 Lacs in previous year in value and 3200 M.T as compared to 2857 M.T. in volume. The
PBDIT for the year stood at Rs.309.53 Lacs as compared to Rs. 200.13 Lacs in previous year. The
PBT of the company stood at Rs.103.69 Lacs as compared to Rs. (6.07) Lacs in previous year.
The turnover of company has increased by 36%, operating profit by 54% and net profit substantially
from loss of 4.26 lakhs to profit of 89 lakhs .
Though the company has earned moderate profits, the dividend has been skipped to augment the
long term resources.
14
Your management will continue their effort in further improving the performance of the company by
expanding market, developing various new structures of films, changing product mix and concentrating
more in value added structure to maintain lead position in the market and to increase not only volume
but also profit margins so that company starts paying dividend to reward its shareholders.
CAPITAL
The Company has made preferential allotment of 6,00,000 warrants convertible into equity shares
on 22nd March, 2013 to the promoters and promoters group covered in the register maintained under
Section 301 of the Act at a price of Rs. 24 fixed in accordance with the guidelines for preferential issue
of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000
and hence the same is not prejudicial to the interest of the Company. During the year, 2,20,000 share
warrants have been converted into equity shares of Rs. 10 each at a premium of Rs.14.
The amount raised has been utilized for meeting working capital requirements and towards general
corporate purpose.
DIVIDEND:
The Board of Directors has not recommended any dividend for the financial year ended 31st March,
2014.
INSURANACE:
The company’s assets have been adequately insured against major risks.
FIXED DEPOSITS:
During the year your company has not accepted any Deposits from Public / Members.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND:
Some of the amount sent by DD as Dividend has been returned back to the company due to change
of address of share holders or non availability. Despite the reminder, the amount is remaining un
claimed and lying in separate account in the bank. The amount of Rs. 21,646/- being unclaimed
dividend for the year 2005-06 has been transferred during the year to Investor Education and Protection
Fund.
ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:
Information in accordance with the provisions of section 217(1) (e) of the Companies Act, 1956 read
with Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 regarding
conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is given
as Annexure-‘A’ forming part of this report.
AUDITORS REPORT:
With reference to the observations made by the Auditors in their report, the notes forming part of
Accounts are self explanatory and hence do not require any further clarification.
PARTCULARS OF EMPLOYEES:
None of the employees is drawing remuneration in excess of the limits specified in section 217(2A)
of the Companies Act, 1956.
DIRECTORS:
Pursuant to the notification of Sec. 149 and other applicable provisions of Companies Act, 2013, your
Directors are seeking appointment of Dr. R. R. Pujari as Independent Director for five consecutive
years for a term upto 31st March, 2019. Details of the proposal for appointment of Dr. R. R. Pujari is
15
mentioned in the Explanatory Statement under Section 102 of Companies Act, 2013 of the Notice of
27th Annual General Meeting.
AUDITORS:
The auditors of the company M/s. NAC And Associates LLP (formerly C. P. Ranka & Co.), Chartered
Accountants, Secunderabad retires at conclusion of this Annual General Meeting and being eligible,
offer them-selves for re-appointment. The company has received a letter from the auditors to this
effect.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement with BSE Limited, a Management Discussion and
Analysis Report and a Report on Corporate Governance are given elsewhere in the annual report.
DIRECTORS’ RESPONSIBILITY STATEMENT:
As required under Section 217 (2AA) of the companies Act,1956 the Directors to the best of knowledge
and believe hereby confirm that:
i) In the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
ii) The directors have selected such accounting polices and applied them consistently and
made judgment and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of financial year and of the profit of
the company for that period;
iii) The Directors have taken proper and sufficient care to the best of their knowledge and
ability for the maintenance of adequate accounting records in accordance with the provisions
of this Act for safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;
iv) The Directors have prepared the annual accounts on a going concern basis.
STOCK EXCHANGES:
Company’s present Equity shares are listed in BSE Limited and the Company has paid the Listing
Fees to the Stock Exchange for the Financial Year 2014-15.
ACKNOWLEDGEMENT
Your Directors wish to place on record their gratitude to all staff members for their contribution
towards growth of the company and Banker viz. State Bank Of India for their support and also place on
record their appreciation for the continuing support extended by the Shareholders.
By the Order of the Board of Directors
For RAJ PACKAGING INDUSTRIES LTD.
Sd/-
Place : Hyderabad PREM KANKARIA
Date : 29.05.2014 MANAGING DIRECTOR
(DIN : 00062584)
16
ANNEXURE TO THE DIRECTOR'S REPORT
ANNEXURE – ‘A’
Particulars required under the companies (disclosures of particulars in the report of Board of Directors)Rules, 1988.
A. Conservation of Energy
a. Energy Conservation measures taken
i) Company has put capacitors at various points to regulate / maintain power factor.
ii) Company has installed UPS to maintain continues supply to critical plants thus notonly reducing wastage but also saving energy of again and again heating the plant.
FORM - A
(Form for disclosure of particulars with respect to conservation of Energy)
A. Power & Fuel Consumption (Amount in Rupees)
2013-14 2012-13
1. Electricity
a. Purchased
Units - KWH 1831882 1436644
Total Cost - Rs. 15779056 9023354
* Average Rate/ Unit - Rs. 8.61 6.28
b. Own Generation
Through Diesel Generator
Units - KWH 79779 184948
Total Cost - Rs. 1562222 3375985
Units per Unit of Fuel 2.90 2.90
Cost / Unit - Rs. 19.58 18.25
B. Consumption of electricity Per Unit of Production i.e. for finished product
Electricity (KWH) per K.G of Finished Product. 0.60 0.57
C. Research & Development.
i). The Company has constantly changing input mix to produce superior product.
ii) Changed equipments to optimize use of costly inputs whereby reducing cost of production and
increasing profitability.
FORM – B
(Form of Disclosure of particulars with respect to Technology Absorption & Foreign Exchange
Earnings & Outgo)
2013-14 2012-13
Research & Development (R & D) Nil Nil
Technology absorption, adoption and innovation Nil Nil
Foreign Exchange Earnings Nil Nil
Foreign Exchange outgo (Rs. in Lakhs) 2001.11 1326.19
17
ANNEXURE – ‘B’
MANAGEMENT’S DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis report coveringthe performance and outlook of the company is given below:
! FORWARD LOOKING STATEMENT
This report contains Management’s perception of business activities of the company and also analysisof financial condition, performance and operation of the company describing its objectives,expectations and predictions which includes words like plan, projects, estimates and anticipatesand so on which may be forward looking within the meaning of applicable laws and regulations.Forward-looking statements are based on certain assumptions and expectations of future events.
Important factors that could influence the company’s operations include various internal as well asexternal 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 the future,including but not limited to statements about the company’s strategy for growth, product development,market position and financial results, are forward-looking statements. The company cannot guaranteethat these assumptions and expectations are accurate or will be realized. The company’s actualresults, performance or achievements, could thus differ materially from those projected in any suchforward-looking statements. The company assumes no responsibility to publicly amend, modify orrevise any forward-looking statements, on the basis of any subsequent developments, informationor events.
! INDUSTRY STRUCTURE AND DEVELOPMENTS
RPIL is engaged in manufacture of multilayer co-extruded plastic film and flexible packaging material.It is a part of the plastic packaging material industry. The packaging material is important to severalproducts, hence this industry is growing very rapidly not only at its own but also because of growth ofseveral industries which are using packing material. Plastic packaging industry in India, are traditionallyoperating as small and medium scale industry. There has been mushrooming growth of smallprocessing industries due to not very high investments and comparative less entry barriers.
However, there has been marked changes due to multinational coming into food packaging, rapidgrowth in organized retail sector , mall culture coming to existence and the customer demands areever increasing for better quality and sophisticated products.
With changes in food habits giving into to loose material to everything in packed conditions andretailers to sophisticated stores offering packed food items, demand for packing material hasincreased many fold. Now every item from bhujia to papad to sugar and salt to atta is being packedin flexible plastics.
This has brought about structural changes in the industry – units growing and migrating from smallto medium scale. More and more numbers are being added to the organized sector.
We can see technical up gradation both in the machinery and process, along with development ofnew generation of raw materials. This has resulted into several new players coming into industry,existing players expanding and creating new capacities thus opening new horizons. Several highoutput machines both in processing as well as conversion field are established. This has resultedinto over capacity in many areas and industries have been subjected to cut throat competition amongplayers and the fittest will survive.
! OVERVIEW OF THE ECONOMIC SCENARIO
The Global Economy showed signs of recovery during the year 2013-14 after almost 4 years sincethe onset of financial crisis. The recovery time is different as developed economies consolidatedwhile most emerging markets face challenges to reviving growth. The USA finally introduced gradual
18
tapering of its stimulus packages which has so far not destabilized global financial markets. But
emerging markets like India faced multiple challenges: capital outflows, intense exchange ratevolatility and current account deficits. A combination of persistent inflation, fiscal imbalances, externalsector vulnerabilities and low investments resulted in sluggish domestic demand growth. Fiscaland monetary initiatives taken by the Govt of India and RBI helped stabilize financial market conditionsbut the domestic macro-economic environment still remains challenging.
The GDP growth of Indian economy was 4.7% in the year 2013-14. The economy has remainedchallenged as growth has been below 5% in the last 7 quarters with exception in one quarter. Thisslowdown has coincided with a decline in financial savings, low and sluggish growth in fixed capitalformation over successive quarters, persistently high inflation, low business confidence andparticularly inadequate structural policy measures which have had a profound effect on potentialgrowth.
The year witnessed sustained high inflation and a highly volatile exchange rate in the first half of theyear. The subsequent tightening of the monetary policy effectively choked economic recovery.Domestically, structural reforms did not proceed at the pace expected by markets, as bottleneckscontinued to hamper investment projects, particularly in the critical power sector.
With the exception of the agriculture, all the other sectors in the economy continued to remain weakin 2013-14. The industrial sector continued to lag and declined by 0.1%, a 22 year low. The entrenchedstagnation in economic growth over two year’s reflects a subdued investment and consumptiondemand which has resulted in contraction in production of manufacturing sector, capital goods andconsumer durables in the current year. Also, growth in services sector which is the largest contributorto GDP remained almost stagnant at 6.2% in 20113-14 with growth decelerating in the trade, hotel,transport and communication sector. The only sub-sector that recorded a growth of 12.9% wasfinancing, insurance and real estate.
India’s earlier consumption-lead growth story post 2008 continued to falter, with private andgovernment sector consumption decelerating in 2013-14. Also, private final consumption expenditurewhich has the largest share of 60% in the GDP, slowed down further at 4.9% in 2013-14 from 5.0% in2012-13. On the investment side, gross fixed capital formation declined by 0.1% in 2013-14 from analready negligible growth of 0.8% in 2012-13. However it was the external factor that stemmed the rot,with a gradual recovery in the exports (8.4%) due to competitiveness growth due to weaker currencyand pick up in demand in some advanced economies, and a contraction in imports (-2.6%) due tosharp policy moderation in gold imports.
! BUSINESS PERFORMANCE AND OVERVIEW 2013-14
The company continues to travel on growth path in spite of many hurdles. There has been markedimprovement in capacity utilization by RPIL after the expansion. The company has been able toachieve higher output per hour and also per unit of power with new plant. Had there not been newplant the output and cost of producing per kg of film would have gone up substantially. More over therehas been marked improvement in the quality of film which we are supplying. The new plant andmachinery has given strength to the company to stand in the market amidst keen competition.
The company has been able to improve quality of printing of film with new printing machine with autocontrol systems, ARC and Turret system, which improves performance and reduce the wastage.
There has been notable improvement in the product which the company is capable of delivering tothe customers whether it is oil or lamination film.
Your company has developed and expanded its market for lamination film supplying to variousconverters. The share of lamination film to the total volume has been steadily increasing. The flexiblepackaging industry particularly converting industry is increasing by nearly 12% on year to year basis.This is the niche area providing tremendous support and opportunity for increasing the volume.
19
The sustained efforts put by the company added by the market situation has resulted into increasedorders for five layer film for oil packaging during the current financial year.
These all has resulted into much improved performance of the company. The company’s volume and
turnover has improved and resulting into increased profitability and overall profits. The worst is over
and company has shown profits in consequent five quarters.
Though company is back to earning profits but due to pressure on finances to meet working capital
requirements of increasing business and bank not providing need based support, Board has not
recommended payment of dividend to strengthen the balance sheet of the company.
! FINANCIAL REVIEW AND WORKING CAPITAL MANAGEMENT
RPIL has shown total income of Rs.4290 lakhs as compared to Rs.3160 lakhs (both are net of
excise) for the year. The company’s operating profit stood at Rs. 309.53 lakhs and PAT at Rs.89.03
lakhs for current year as against Rs.200.13 lakhs and Rs. (4.26) lakhs for previous year.
The turnover of company has increased by 36%, operating profit by 54% and net profit substantially
from loss of 4.26 lakhs to profit of 89 lakhs .
Though the company has earned moderate profits, the dividend has been skipped to augment the
long term resources.
During the previous year company has issued 6 lakh convertible warrants to promoters on preferential
basis. Out of these 220000 lakh warrants were converted into equity shares at a premium of Rs. 14/
- per share during the current year. This has not only resulted into augmenting resources but shows
Promoters commitment towards the company.
Since increased activities need increased funds there were stresses on working capital and thus
unsecured loans arranged in the earlier years helped to augment medium term resources.
The management feels it is temporary phase and company will soon be generating enough to fund
its requirements.
CRISIL has reconfirmed the BB /Stable rating to company’s Cash Credit and Term Loan facilities
with the Bank.
! OUR OPPORTUNITY
Indian economy is demand and consumption based so less impacted by slow down and is seeing
continuous growth particularly, food articles and retails, however, growth may be slower than its
potential. Domestic Consumption remains one of the key growth engines of the Indian economy.
With a large and growing population, significant additions to the working age population over the
medium to long term, rising disposable incomes including in rural areas and Government’s increasing
spends on the social sector to foster inclusive growth – the structural drivers for rapid growth in
consumption are in place.
Now with changed food habits and life style giving way to packed food of every nature and lot of player
from small to big Multi nationals coming into food packaging and asking for new, improved and
sophisticated packs the industry is certainly poised for big growth.
This presents several attractive opportunities especially for packaging sector.
The organized retail sector which was started in India a few years back though not picked up as
anticipated but is gradually picking up the momentum and promises a great future. If that be the
case, then packaging is going to play a major roll. We see the per capita plastic consumption to
increase in India with the growth of retail sector which will provide immense support to our industry.
The domestic polymer consumption has shown healthy growth of more than 15%. The largest sector
contributing nearly half of the value is flexible packaging of which your company is part. This provides
ample opportunities to grow.
20
Raj Packaging will always look forward to grabbing the opportunity and will continue its efforts to
maintain its leadership not just in the present market but across the country and further look to areas
where it can enhance its profitability with new product or new market.
The company which henceforth supplying its lamination film to converting industry for converting into
laminates can now put up its own facility for making laminates which will give tremendous boost to
revenues of the company and increase its profitability.
! OUR CHALLENGES
Where there are opportunities and prospects for growth, there are challenges too in the form of
growing competition. Challenges from within and outside. Within the company the challenge is to
maintain quality standards and customer satisfaction. The challenge is to keep the cost low. To have
sustainable growth , the company has to maintain its leadership, and to do that the company has to
invest money in upgrading technology and put new facilities. These challenges are further overcome
by developing new products, developing new markets, concentrating on niche and premium markets,
cutting cost by better efficiency and using improved and better raw materials and procuring them at
right time and right price.
However, it is more difficult to meet challenges of external factors which are not in hands of company
and management. But it is necessary to face them.
! INTERNAL CONTROL SYSTEMS –THEIR ADEQUACY
Our company has adequate internal control systems, commensurate with its size and complexity of
operation. The company maintains an adequate and effective internal control systems and suitable
monitoring procedures with regard to purchase of raw material, stores, plant and machinery,
equipment and other assets as well as for sale of goods. The financial and commercial activities
have been structured to provide adequate support and controls for the business of the country.
The challenge is to ensure proper controls and monitoring system with reasonable cost keeping in
view that the company is small.
The company has appointed Internal Auditors during the year. They are carrying out internal audit of
financial records of the company as per audit plan decided by Board. Their reports are submitted on
quarterly basis which is being reviewed by Audit Committee and Board of Directors along with Action
Taken by the Management.
This is ensuring proper compliance of various laws and timely corrective steps are taken for any
lapse reported.
The company believes that these internal control systems with proper monitoring by Internal Auditor
will provide a reasonable assurance that transactions are executed properly and that they are recorded
in all material respects to permit preparation of financial statements in conformity with established
accounting principles and the assets of the company are adequately safe-guarded.
! SUSTAINABLE GROWTH AND CORPORATE SOCIAL RESPONSIBILITY
It is imperative in today’s dynamic environment that any business should not only take care of interest
of immediate stakeholders but also take care of earth, planet, universe and also society in which it
works. Fruits of its growth should be shared with the society.
With new company Law in place which makes CSR mandatory for companies- your company is
ready to take on this responsibility. In past also company has contributed towards development of
area including roads near to its factory which is rural village. In future also the company has plan to
take on more work to uplift the lives of people and the area where it is working .
! MATERIAL DEVELOPMENTS IN HUMAN RESOURCES /INDUSTRIAL RELATIONS
The company values its relationship with employees and ensures to create an environment and
culture where employee is enthused to put his best efforts and maximize his contribution. Overall the
relationship with the employees is cordial.
21
ANNEXURE - ‘C’
REPORT ON CORPORATE GOVERNANCE
1. Company’s philosophy on Corporate Governance
CORPORATE GOVERNANCE
RPIL is committed to best practices in the area of Corporate Governance. Good governance
facilitates effective management and control of business, maintaining a high level of business
ethics and optimizing the value for all stakeholders.
The Corporate Governance Structure in the Company assigns responsibilities and entrusts
authority among 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 based on the principles of integrity,
fairness, equity, transparency, accountability and commitment to values. RPIL’s Corporate
Governance policy is based on the following principles:
(i) Independence and versatility of the Board
(ii) Integrity and ethical behavior of all personnel
(iii) Recognition of obligations towards all stake holders – customers, employees and
shareholders
(iv) High degree of disclosure and transparency levels
(v) Total compliance with laws in all environments in which the company operates
(vi) Achievement of above goals with compassion for people and environment
The Company recognizes that good Corporate Governance is a continuing exercise and
committed to follow the best practices in the overall interest of the stakeholders. The Securities
and Exchange Board of India (SEBI) has specified certain mandatory governance practices,
which are incorporated in Clause 49 of the Listing Agreement of Stock Exchanges. This section,
along with the section on “Management Discussion & Analysis” and “Additional Shareholders’
Information” constitute the Company’s compliance with Clause 49 of the Listing Agreement.
2. Board of Directors
A. Composition
a. As on the date of this report, the Company has 4 Directors. The meetings are Chaired
by independent director. Out of Four (4) Directors, Three (3) are Non-Executive
Independent Directors. The composition of the Board is in conformity with clause 49 of
the Listing Agreements entered into with the Stock Exchanges and meets the stipulated
requirements.
b. None of the Directors on the Board is a Member of more than 10 committees or Chairman
of more than 5 companies across all the Companies in which he is a Director. The
Directors have made necessary disclosures regarding Committee positions in other
public companies.
22
c. The names and categories of the Directors on the Board, their attendance at Board
Meetings held during the year and the number of Directorships and Committee
Chairmanships / Memberships held by them in other companies is given below. Other
Directorships do not include alternate directorships, directorships of private limited
companies, section 25 companies and of companies incorporated outside India.
Chairmanship / Membership of Board Committees include only Audit and Investors
Grievance Committees/Stakeholders Relationship Committee.
Composition and category of Directors on the Board is given below:
Name of the Director Category Number of Number of Board
Directorships Committee
in other memberships
Companies held in other
Companies
Mr. Prem Kankaria Promoter &
Managing Director 2 NIL
Mr. Suresh Chandra Bapna Independent Director NIL NIL
Mr. V. S.N. Murthy Independent Director 3 NIL
Dr. R.R.Pujari Independent Director 8 NIL
d. Pecuniary relationship or transactions of the Non-Executive Directors vis-à-vis the
Company.
None of the Non-Executive Directors has any pecuniary relationship or transactions
with the Company except receipt of sitting fees.
During the Financial Year 2013 - 14 the Board of Directors met 4 times on the following
dates: 29.05.2013, 15.07.2013, 13.11.2013, and 12.02.2014
e. The time gap between any two Board Meetings did not exceed four months.
Attendance of Directors at Board Meetings and at the last Annual General Meeting
(AGM) held on 30th September 2013.
Name of the Director Number of Board Number of Attendance
Meetings held board meetings at last AGM
during the tenure attended
of the director in
the year 2013-14
Mr. Prem Kankaria 4 4 Yes
Mr. Suresh Chandra Bapna 4 4 Yes
Mr. V. S.N. Murthy 4 4 Yes
Dr. R.R.Pujari 4 4 No
23
BOARD’S PROCEDURE
Agenda papers along with explanatory statements were circulated to the Directors in advance
for each of these meetings. All relevant information as per Clause 49 of the Listing Agreement
was placed before the Board from time to time.
1. AUDIT COMMITTEE
I). The Audit Committee of the Company is constituted in line with the provisions of Clause
49 of the Listing Agreements with the Stock Exchanges read with Section 292A of the
Companies Act, 1956.
II) The terms of reference of the Audit Committee include a review of;
! 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 that sufficient and credible information is disclosed.
! Recommending the appointment and removal of external auditors, fixation of audit
fee and also approval for payment for any other services.
! Discussion with external auditors before the audit commences, of the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern.
! Reviewing the financial statements and draft audit report including quarterly / half
yearly financial information.
! Reviewing with management the annual financial statements before submission to
the Board, focusing on:
i Any changes in accounting policies and practices;
ii Qualification in draft audit report;
iii Significant adjustments arising out of audit;
iv The going concern concept;
v Compliance with accounting standards;
vi Compliance with stock exchange and legal requirements concerning financial statements;
vii 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 and seniority of the official heading the department, reporting structure,
coverage and frequency of internal audit.
! Discussion with internal auditors of any significant findings and follow-up thereon.
24
! Reviewing the findings of any internal investigations by the internal auditors into the
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the Board.
! Looking into the reasons for substantial defaults in payments to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors.
! Reviewing compliances as regards the Company’s Whistle Blower Policy.
III) Previous Annual General Meeting of the Company was held on 30th September 2013
and Mr. V.S.N. Murthy, Chairman of the Audit Committee, attended previous AGM.
IV) The composition of the Audit Committee and the attendance of each member of the
Audit Committee are given below:
Composition
The Company has constituted an Audit Committee comprising of the following:
S.No Name of the Director Designation Nature of Directorship
1 Mr. V. S.N. Murthy Chairman Non-Executive & Independent Director
2 Mr. Suresh Chandra Bapna Member Non-Executive & Independent Director
3 Dr. R.R.Pujari Member Non-Executive & Independent Director
V) Four Audit Committee meetings were held during the year. The dates on which the said
meetings were held are as follows: 29.05.2013, 15.07.2013, 13.11.2013, and 12.02.2014.
The necessary quorum was present at all the meetings.
Attendance during the year 2013-14:
Name Number of meetings Number of meetings
held during the year attended during the year
Mr. V.S.N. Murthy 4 4
Mr. Suresh Chandra Bapna 4 4
Dr. R.R.Pujari 4 4
4. Nomination and Remuneration Committee:
The Company has constituted Nomination and Remuneration Committee to decide, fix the
remuneration payable to the Managing Director of the Company.
However, the remuneration of the Managing Director is subject to approval of the Board, and
of the Company in the General Meeting and such approvals as may be necessary. The
remuneration structure of Managing Director comprises of salary only.
A. Composition
The Remuneration Committee consists of the following Directors:
25
S.No Name of the Director Designation Nature of Directorship
1 Mr. V. S.N. Murthy Chairperson Non-Executive & Independent Director
2 Mr. Suresh Chandra Bapna Member Non-Executive & Independent Director
3 Dr. R.R.Pujari Member Non-Executive & Independent Director
One Remuneration Committee Meeting was held on 13th November 2013, during the period
under review and all the members of the Committee were present.
B. Brief description of terms of reference
The Remuneration Committee shall function in accordance with the terms of reference made by
the Board of Directors, which are given as follows:
1. To fix the remuneration packages of Executive Directors i.e., Managing Director, Whole
time Directors, etc.,
2. To decide on the elements of remuneration package of all the Directors i.e., salary, benefits,
bonuses, stock options, pension etc.”
The Non-executive Directors were paid sitting fees for the financial year 2013-14.
The details of the salary and commission paid / payable for the Financial Year ended 31st
March, 2014 to the Managing / Whole-time Director is as under:
The details of the remuneration/sitting fees paid to the Directors during the financial year 2013-
2014 are given hereunder:
(Amount In Rupees)
Directors Salary Sitting Fees Total
Mr. Suresh Chandra Bapna —- 40,000 40,000
Mr. V.S.N.Murthy —- 40,000 40,000
Dr.R.R.Pujari —- 40,000 40,000
Mr. Prem Kankaria 30,00,000 —- 30,00,000
The Company does not have any stock option scheme to the Directors. The appointments
are made in accordance with the terms and conditions specified in the respective resolutions
passed by the members in the General Meetings, which do not provide for severance fees.
5. Stakeholders Relationship Committee/Investors’ Grievance Committee
A. Composition
Your Company has constituted a Stakeholders Relationship Committee/ Investors’ Grievance
Committee consisting of the following Directors:
S.No Name of the Director Designation Nature of Directorship
1 Mr. Suresh Chandra Bapna Chairperson Non-Executive & Independent Director
2 Mr. V. S.N.Murthy Member Non-Executive & Independent Director
3 Dr. R.R.Pujari Member Non-Executive & Independent Director
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B. Powers
The Committee has been delegated with the following powers:
! to redress shareholder and investor complaints relating to transfer of shares,
Dematerialization of Shares, non-receipt of balance sheet, non-receipt of declared dividend
etc.
! to approve, transfer, transmission, and issue of duplicate / fresh share certificate(s)
! Consolidate and sub-division of share certificates etc.
! To redress, approve and dispose off any, other complaints, transactions and requests etc.,
received from any shareholder of the company and investor in general.
The Board has delegated the power to process the transfer and transmission of shares to the
Registrar and Share Transfer Agents, who process share transfers within a week of lodgment in
the case of shares held in physical form.
6. General Body Meetings
Date Time Venue No. of Special Subject
Resolutions
passed
30-09-2013 11.30 A.M Survey No. 715,
Kondamadugu
Village, Bibinagar
Mandal, Nalgonda Dist. Nil Nil
29-09-2012 10.30 A.M Hotel Inner Circle,
Lane beside Saboo
Motors, Rajbhavan
Road, Hyderabad 1 Re-appointment of
Managing Director
26-09-2011 11.30 A.M Hotel Inner Circle,
Lane beside Saboo
Motors, Rajbhavan
Road, Hyderabad Nil Nil
7. Resolutions Passed through Postal Ballot:
No resolution was passed during the year through postal ballot.
8. Auditors’ Certificate on Corporate Governance
Auditors’ Certificate on Corporate Governance as required by revised Clause 49 of the
Listing Agreement is given as an annexure to the Director’s Report.
9. Disclosures
! The Company has not entered into any transaction of material nature with related
parties i.e., Directors, Management, their relatives conflicting with the Company’s
interest.
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! Details of non-compliance
There has been no non-compliance of any legal requirements nor have been any
strictures imposed on the Company by Stock Exchanges or SEBI or any statutory
authority on any matter related to capital markets during the last 3 years.
! Whistle Blower policy
We have established a mechanism for employees to report concerns about unethical
behavior, fraud or violation of code of conduct of the Company. The mechanism provided
direct access to the Chairman of the Audit Committee for exceptional cases. All
employees can also directly meet the Audit Committee members of the Company. The
Whistle Blower Policy has been posted on the Intranet of the Company.
! Compliance with non-mandatory requirements of clause 49 of the listing
agreement
The Company has complied with the non –mandatory requirements relating to
remuneration committee and Whistle Blower policy to the extent detailed above and
has not complied with other non-mandatory requirements.
! Management Discussion and Analysis
A detailed section on ‘Management Discussion and Analysis’ (MDA), pursuant to Clause
49 of the Listing Agreement forms part of this Annual Report.
Disclosure of Accounting Treatment
The Company has complied with the appropriate accounting policies and has ensured that they
have been applied consistently. There have been no deviations from the treatment prescribed in
the Accounting Standards notified under Section 211 (3C) of the Companies Act, 1956.
Non-Executive Directors’ Compensation and Disclosures
None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions
with the Company which in the Judgment of the Board may affect the independence of the
Directors.
CEO/ CFO Certification
The CEO and CFO certification of the financial statements for the year 2013-14 is provided
elsewhere in this Annual Report.
10. Means of Communication
The quarterly, half-yearly and yearly financial results will be sent to the Stock Exchanges
immediately after the Board approves the same and these results will also be published in
prominent daily newspapers. These financial statements, press releases are also posted on the
Company’s website, at www.rajpack.com. As the financial performance of the Company is well
published, individual communication of half yearly results are not sent to the shareholders.
There are no presentations made to the Institutional Investors or Analysts.
The Management Discussion and Analysis Report forms part of the annual report, which is
posted to the shareholders of the Company.
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11. General Shareholder Information:
The following information would be useful to the shareholders:
a) Twenty Seventh Annual General Meeting
Day, Date ,Time : Saturday, 27th September, 2014.
Venue : At 11.00 A.M at Hotel Inner Cirlce,
Lane beside Saboo Motors, Raj Bhavan Road,
Hyderabad – 500 082.
b) Financial Year and Financial year Calendar 2014-15 (Tentative Schedule)
Financial year to which the Annual General Meeting relates: 2013-14
Financial calendar: 2014-15
Adoption of Quarterly results for the Quarter ending
! 30th June, 2014 : 14th August, 2014
! 30th September, 2014 : 1st/2nd Week of November, 2014
! 31st December, 2014 : 1st/2nd Week of February, 2015
! 31st March, 2015 : on or before 30th May 2015
Annual General Meeting (Next year) : August / September, 2015
c) Book Closure Date
20th September 2014 to 27th September 2014 (both days inclusive)
d) Listing on Stock Exchanges : BSE Limited
e) Stock Code
! Stock Code / Symbol : BSE 530111 / RAJPACK
! Demat ISIN number in NSDL & CDSL : INE 639C01013
f) Market Price Data
The monthly high / low prices of shares of the Company from April, 2013 to March,
2014 at Bombay Stock Exchange:
The Company’s Monthly high and low quotations of shares traded on the Stock
Exchange, Mumbai are as follows:
Month High Low Month High Low
April,13 24.00 19.05 October,13 24.30 21.00
May,13 23.80 18.00 November,13 24.00 19.60
June,13 22.35 17.10 December,13 22.00 19.10
July,13 21.30 17.20 January,14 20.35 17.50
August,13 22.80 19.50 February,14 21.50 18.85
September,13 22.75 20.50 March,14 22.00 19.50
29
g) Performance in comparison with BSE Sensex
BSE Sensex Vs Raj Packaging
h) Registrars and Transfer Agents
CIL Securities Ltd.
214, Ragahvaratna Towers,
Chirag Ali Lane,
Hyderabad – 500 001
i) Share Transfer System
SEBI has vide its circular dated 27-12-2002, directed that all work relating to share registry,
both physical and demat should be maintained at a single point. Accordingly, the Share
Transfers, both physical and demat form, are done by the Registrar and Share Transfer
Agents i.e., CIL Securities Limited, Hyderabad. The requests received for transfer of shares
in physical form are generally completed within the stipulated time.
12. (A) Shareholding pattern as on 31.03.2014
Sl.No. Category No.Of Shares % of Holding
A. Shareholding of Promoter & Promoter Group 1414198 32.22
B. Public Shareholding
1. Institutional Investors 1000 0.02
2. Private Corporate Bodies 213487 4.86
3. Non-resident Indians 51392 1.17
4. Indian Public 2703139 61.58
5. Clearing Members 6534 0.15
Total 4389750 100.00
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(B) Distribution of Shareholding as on 31.03.2014
Shares Held No. of Share % of Share No of Share % of Share
Holders Holders Held Holding
Up to 500 2366 79.91 374063 8.52
501 - 1000 256 8.65 211480 4.82
1001 - 2000 142 4.80 225587 5.14
2001 - 3000 68 2.30 173219 3.95
3001 - 4000 25 0.84 89954 2.05
4001 - 5000 17 0.57 80884 1.84
5001 -10000 39 1.32 286623 6.53
10001 above 48 1.62 2947940 67.16
T O T A L 2961 100.00 4389750 100.00
Physical Mode 683 23.07 244016 5.56
Electronic Mode 2278 76.93 4145734 94.44
T O T A L 2961 100.00 4389750 100.00
13. Demateriallisation of Shares and Liquidity
Trading in Company’s shares is permitted only in dematerialised form for all investors. The
ISIN allotted to the Company’s scrip is INE 639C01013. Investors are therefore advised to
open a demat account with a Depository participant of their choice to trade in dematerialized
form. Shares of the Company are actively traded in BSE Limited, Mumbai.
Particulars No. of Shares % Share Capital
NSDL 2258602 51.45
CDSL 1887132 42.99
PHYSICAL 244016 5.56
Total 4389750 100.00
14. Address for Correspondence
Plant Location The Company’s plant is located at:Survey No. 715, Kondamadugu
Village, Bibinagar,Dist. Nalgonda,Telangana, India.
Address for The share holders’ correspondence should be addressed to:
Correspondence Raj packaging Industries Limited,6-3-1090/C-4, Opp.Kapadia
Lane, Raj Bhavan Road, Hyderabad – 500 082.Telangana.
R & T Agent CIL Securities Ltd. 214, Ragahvaratna Towers, Chirag Ali Lane,
Hyderabad – 500 001
15. OTHER DISCLOSURES AS PER CLAUSE 49 OF THE LISTING AGREEMENT
DECLARATION REGARDING CODE OF CONDUCT
To the Shareholders
I hereby declare that all the Directors and Senior Management Personnel have confirmed
compliance with the Code of Conduct as adopted by the Company
Sd/-
Hyderabad PREM KANKARIA
29th May 2014 MANAGING DIRECTOR
31
CEO/CFO CERTIFICATION
To
The Board of Directors,
Raj Packaging Industries Ltd.
I have reviewed the financial statements, read with the cash flow statement of Raj Packaging
Industries Ltd. for the year ended 31st March 2014 and that to the best of our knowledge and
belief, we state that:
a. (i) these statements do not contain any materially untrue statement or omit any material
fact or contain statements that may be misleading;
(ii) These statements present a true and fair view of the company’s affairs and are in
compliance with current accounting standards, applicable laws and regulations.
b. There are, to the best of our knowledge and belief, no transaction entered into by the
company during the year which are fraudulent, illegal or in violation of the Company’s
code of conduct.
c. We accept responsibility for establishing and maintaining internal controls for financial
reporting. We have evaluated the effectiveness of internal control systems of the
company pertaining to financial reporting and have disclosed to the Auditors and the
Audit Committee, deficiencies in the design or operation of such internal controls, if
any, of which we are aware and steps taken or proposed to be taken for rectifying
these deficiencies.
d. We have indicated to the Auditors and the Audit Committee;
(i) Significant changes, if any in accounting policies made during the year and that the
same have been disclosed in the notes to the financial statements; and
(ii) That there were no instances of significant fraud of which we have become aware.
Sd/-
Hyderabad PREM KANKARIA
29th May 2014 MANAGING DIRECTOR
32
Compliance Certificate
Authorized Capital: Rs. 5,00,00,000
Regn No: 01 –007550
To,
The Members
M/s. Raj Packaging Industries Limited.
Hyderabad
I have examined the registers, records, books and papers of M/s. Raj Packaging Industries Limited.
(the company) as required to be maintained under the Companies Act, 1956 (the Act) and the rules
made thereunder and also the provisions contained in the Memorandum and Articles of Association
of the company for the financial year ended on 31st March, 2014. In my opinion and to the best of my
information and according to the examination carried out by me and explanations furnished to me by
the company, its officers and agents, I certify that in respect of the aforesaid financial year:
1. The company has kept and maintained all registers as stated in Annexure ‘A’ to this certificate,
as per the provisions of the Act and rules made thereunder and all entries therein have been
duly recorded.
2. The company has duly filed the forms and returns as stated in Annexure ‘B’ to this certificate,
with the Registrar of Companies, Regional Director, Central Government, Company Law Board
or other authorities prescribed under the Act and the rules made thereunder.
3. The company being public limited company, comments are not required.
4. The Board of Directors duly met times 4 on 29.05.2013, 15.07.2013, 13.11.2013, 12.02.2014 in
respect of which meetings proper notices were given and the proceedings were properly
recorded including the circular resolutions passed in the Minutes Book maintained for the
purpose.
5. The company closed its Register of Members or Debenture holders from 25th September 2013
to 30th September 2013 and necessary compliance of section 154 of the Act has been made.
6. The Annual General meeting for the financial year ended on 31st March 2013 was held on 30th
September 2013 after giving due notice to the members of the company and resolutions passed
thereat were duly recorded in Minutes Book maintained for the purpose.
7. No Extra ordinary general meeting was held during the financial year.
8. The company has not advanced any loans to its directors or persons or firms or companies
referred to under section 295 of the Act.
9. The company has not entered into any contacts falling within the provisions of Section 297 of
the Act.
10. The company has made necessary entries in the register maintained under section 301 of the
Act.
11. As there are no instances falling within the purview of Section 314 of the Act, the company has
not obtained any approvals from Board of Directors, Members or Central Government as the
case may be.
12. The Board of directors or duly constituted committee of Directors has approved the issue of
duplicate share certificates.
13. (i) The Company has delivered all the certificates on allotment of securities and on lodgment
thereof for transfer. There was no transmission of securities during the financial year.
(ii) The company has not deposited any amount in a separate bank account as no dividend
was declared during the financial year.
(iii) The company was not required to post warrants to any member of the company as no
dividend was declared during the financial year.
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(iv) transferred the amount in unpaid dividend account which have remained unclaimed orunpaid for a period of seven years to Investor Education and Protection Fund.
(v) The company has complied with the requirements of Section 217 of the Act.
14. The Board of Directors of the company is duly constituted. There was no appointment of additionaldirectors, alternate directors and directors to fill the casual vacancy during the financial year.
15. The company has not appointed any Managing Director / Whole time Director / Manager duringthe financial year.
16. The company has not appointed any sole selling agents during the financial year.
17. The company was not required to obtain any approvals from Central Government, CompanyLaw Boa