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Raj Packaging Industries Ltd.

BSE: 530111 Sector: Industrials
NSE: N.A. ISIN Code: INE639C01013
BSE 00:00 | 19 Feb 26.35 0
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NSE 05:30 | 01 Jan Raj Packaging Industries Ltd
OPEN 23.85
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VOLUME 12
52-Week high 35.45
52-Week low 16.80
P/E
Mkt Cap.(Rs cr) 12
Buy Price 26.50
Buy Qty 1.00
Sell Price 26.35
Sell Qty 2154.00
OPEN 23.85
CLOSE 26.35
VOLUME 12
52-Week high 35.45
52-Week low 16.80
P/E
Mkt Cap.(Rs cr) 12
Buy Price 26.50
Buy Qty 1.00
Sell Price 26.35
Sell Qty 2154.00

Raj Packaging Industries Ltd. (RAJPACKAGING) - Director Report

Company director report

Dear members

The Board of Directors hereby submits the report of the business and operations of yourCompany along with the audited financial statements for the financial year ended March31 2019.

1.FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:

The performance during the period ended 31st March 2019 has been as under:

(Rs. in lakhs)
Particular 2018-2019 2017-2018
Total Income 3437.32 3841.91
Total Expenditure 3458.98 3693.47
Profit (Loss)Before Tax (21.66) 148.45
Provision for Tax (6.15) 27.57
Profit(Loss) after Tax (15.51) 120.88
Other Comprehensive Income Net of tax 1.75 0.98
Total Comprehensive Income (13.76) 121.85
Balance Carried to Balance Sheet (13.76) 121.85
Basic and Diluted Earnings (0.34) 2.65

REVIEW OF OPERATIONS:

The total revenue of the Company for the financial year under review was Rs. 3437.32lakhs as against Rs. 3841.91 lakhs for the previous financial year. The company hasincurred a net loss of Rs. 15.51 lakhs for the financial year 2018-19 as against the netprofit of Rs. 120.88 lakhs for the previous year.

02. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting financial position of thecompany between 31st March 2019 and the date of Board's Report. (I.e. 30th May 2019)

3. CHANGE IN THE NATURE OF BUSINESS IF ANY:

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

4. DIVIDEND:

The Directors have not recommended dividend for the year 2018-2019.

5. RESERVES:

The Company has not carried any amount to the reserves.

6. BOARD MEETINGS:

During the year the Board of Directors duly met 6 (Six) times on 26.05.201812.07.2018 01.08.2018 13.11.2018 12.02.2019 and 26.03.2019 in respect of whichmeetings proper notices were given and the proceedings were properly recorded and signedin the Minutes Book maintained for the purpose.

7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Dr. R.R Pujari Mr. Suresh Chandra Bapna andMr. V.S.N Murthy Independent directors of the company to the effect that they are meetingthe criteria of independence as provided in Sub-section (6) of Section 149 of theCompanies Act 2013 and Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

08. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO

AND KEY MANANGERIAL PERSONNEL

• Dr. R.R Pujari is reappointed as Independent Director until the conclusion ofthe 35th Annual General Meeting of the Company to be held for the Financial Year 2021-22.

• Mr. Pushapraj Singhvi is liable to retire by rotation being eligible offerthemselves for reappointment.

• As required under regulation 36 (3) of the SEBI (LODR) Regulations 2015 briefparticulars of the Directors seeking appointment/re-appointment are given as under:-

Name of the Director Mr. Pushapraj Singhvi Dr. R.R Pujari
Date of Birth 01.01.1944 01.07.1954
Qualification B.Com L.L.B Ph.D in Derivatives – Master of Commerce
Ph.D in Behavioral Science - CAIIB
Expertise in specific functional areas Administration He is well versed in project finance bankfinance and he is also on the board of Several company's and carrieswith him vastexperience and knowledge.
Names of Listed entities in which the person also holds the directorship and the membership of Committees of the board 2 Plastiblends India Limited Wim Plast Limited -
Shareholding of non-executive directors. 0.017% -
No. of Shares held in the Company 780 -
Inter se relationship with any Director - -

9. FAMILIARISATION PROGRAMMES:

Independent Directors are familiarized about the Company's operations and businesses.Interaction with the Business heads and key executives of the Company is also facilitated.Detailed presentations on important policies of the Company is also made to the directors.Direct meetings with the Chairman is further facilitated to familiarize the incumbentDirector about the Company/its businesses and the group practices.

The policy relating to familiarization programmes to Independent Directors is availableon the website of the Company.

10. COMMITTEES:

(I). AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions ofRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015read with Section 177 of the Companies Act 2013.

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

• Overview of the Company's financial reporting process and disclosure of itsfinancial information to ensure that the financial statements reflect a true and fairposition and that sufficient and credible information is disclosed.

• Recommending the appointment and removal of external auditors fixation of auditfee and also approval for payment for any other services.

• Discussion with external auditors before the audit commences of the nature andscope 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 tothe Board focusing on: a. Any changes in accounting policies and practices; b.Qualification in draft audit report; c. Significant adjustments arising out of audit; d.The going concern concept; e. Compliance with accounting standards; f. Compliance withstock exchange and legal requirements concerning financial statements and g. Any relatedparty transactions

• Reviewing the company's financial and risk management's policies.

• Disclosure of contingent liabilities.

• Reviewing with management external and internal auditors the adequacy ofinternal control systems.

• Reviewing the adequacy of internal audit function including the auditcharacter the structure of the internal audit department approval of the audit plan andits execution staffing and seniority of the official heading the department reportingstructure coverage and frequency of internal audit.

• Discussion with internal auditors of any significant findings and follow-upthereon.

• Reviewing the findings of any internal investigations by the internal auditorsinto the matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.

• Looking into the reasons for substantial defaults in payments to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

• Reviewing compliances as regards the Company's Whistle Blower Policy. reviewingthe utilization of loans and/ or advances from/investment by the holding company in thesubsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiarywhichever is lower including existing loans / advances / investments The Company hascomplied with all the requirements of the provisions of SEBI (LODR) Regulations 2015relating to the composition of the Audit Committee.

During the financial year 2018-19 (4) four meetings of the Audit Committee were heldon 26.05.2018 01.08.2018 13.11.2018 and 12.02.2019 B. COMPOSITION OF THE COMMITTEE

Name Designation Category No. of Meetings held during the tenure of the Member No. of Meetings attended
Mr. V. Suryanarayana Murthy Chairman NED(I) 4 4
Dr. R. R. Pujari Member NED(I) 4 3
Mr. Prem Chand Kankaria Member ED 4 4

NED (I): Non- Executive Independent Director ED: Executive Director

(ii). NOMINATION AND REMUNERATION COMMITTEE: A. BRIEF DESCRIPTION OF TERMS OF REFERENCE

• To approve the fixation/revision of remuneration of Executive Directors of theCompany and while approving: a. to take into account the financial position of theCompany trend in the industry appointee's qualification experience past performancepast remuneration etc. b. to bring out objectivity in determining the remuneration packagewhile striking a balance between the interest of the Company and the Shareholders.

• To identify persons who are qualified to become Directors and who may beappointed in senior management in accordance with the criteria laid down and to recommendto the Board their appointment and /or removal.

• To carry out evaluation of every Director's performance.

• To formulate the criteria for determining qualifications positive attributesand independence of a Director and recommend to the Board a policy relating to theremuneration for the Directors key managerial personnel and other employees.

• To formulate the criteria for evaluation of Independent Directors and the Board.

• To recommend/review remuneration of the Managing Director and Whole-timeDirector(s) based on their performance and defined assessment criteria.

• recommend to the board all remuneration in whatever form payable to seniormanagement.

B. COMPOSITION OF THE COMMITTEE

Name Designation Category No of Meetings held during the tenure of the Member No of Meetings attended
Mr. Suresh Chandra Bapna Chairman NED(I) 2 2
Mr. V. Suryanarayana Murthy Member NED(I) 2 2
Dr. R. R. Pujari Member NED(I) 2 2
Mr. Pushapraj Singhvi Member NED(I) 2 2

NED (I): Non- Executive Independent Director

ED: Executive Director

C. REMUNERATION POLICY:

The objectives of the remuneration policy are to motivate Directors to excel in theirperformance recognize their contribution and retain talent in the organization and rewardmerit.

The remuneration levels are governed by industry pattern qualifications and experienceof the Directors responsibilities shouldered and individual performance.

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

This policy sets out the guiding principles for the Nomination & RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent Directors ofthe Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constitutedin accordance with the provisions of Section 178 of the Companies Act 2013 and Regulation19 of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015.

2.3 "Independent Director" means a director referred to in sub-section(6) of Section 149 of the Companies Act 2013 read with Regulation 16 (1) (b) of SEBI LODRRegulations 2015)

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee and the Board shall review on annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members. The objective is to have a board with diverse background andexperience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee maytake into account factors such as:

• General understanding of the company's business dynamics global business andsocial perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics integrity and values;

• Willingness to devote sufficient time and energy in carrying out their dutiesand responsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not b disqualified under the companies Act 2013;

•?shall endeavour to attend all Board Meeting and Wherever he is appointed as aCommittee Member the Committee Meeting;

• shall abide by the code of Conduct established by the company for Directors andsenior Management personnel;

• shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;

• Such other requirements as may be prescribed from time to time under thecompanies Act 2013 Equity listing Agreements and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual withthe objective of having a group that best enables the success of the company's business.

3.2 Criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually. The Board shall re-assess determinations of independence when any new interestor relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid downin companies Act 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

3.2.3 The independent Director shall abide by the "code for independent Directors"as specified in Schedule IV to the companies Act 2013.

3.3 Other directorships/ committee memberships

3.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance. Accordingly members should voluntarilylimit their directorships in other listed public limited companies in such a way that itdoes not interfere with their role as director of the company. The NR Committee shall takeinto account the nature of and the time involved in a director service on other Boards inevaluating the suitability of the individual Director and making its recommendations tothe Board.

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

3.3.3 A Director shall not serve as an independent Director in more than 7 listedcompanies and not more than 3 listed companies in case he is serving as a whole-timeDirector in any listed company.

3.3.4 A Director shall not be a member in more than 10 committees or act as chairman ofmore than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee Audit committee andstakeholder's relationship committee of all public limited companies whether listed ornot shall be included and all other companies including private limited companiesforeign companies and companies under section 8 of the companies Act 2013 shall beexcluded.

Remuneration policy for Directors key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remunerationcommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings: 2.1"Director" means a Director appointed to the Board of the company. 2.2 "keymanagerial personnel" means

(i) The Chief Executive Office or the managing director or the manager;

(ii) The Company Secretary;

(iii) The Whole-Time Director;

(iv) The Chief Financial Officer; and

(v) Such other office as may be prescribed under the companies Act 2013

2.3 "Nomination and Remuneration Committee" means the committee constitutedby Board in accordance with the provisions of section 178 of the companies Act2013 andreg. 19 of SEBI

(Listing obligations and Disclosure Requirements) Regulations 2015.

3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committeeshall review and approve the remuneration payable to the Executive Director of the companywithin the overall approved by the shareholders.

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

3.1.3 The Remuneration structure to the Executive Director and key managerial personnelshall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors)

(iv) Retrial benefits

(v) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by theNR committee and Annual performance Bonus will be approved by the committee based on theachievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board on the recommendation of the Nomination and Remuneration Committeeshall review and approve the remuneration payable to the Non - Executive Directors of theCompany within the overall limits approved by the shareholders as per provisions of thecompanies act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending themeetings of the Board and the Committees thereof.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.

D. MECHANISM FOR EVALUATION OF THE BOARD

Evaluation of all Board members is performed on an annual basis. The evaluation isperformed by the Board Nomination and Remuneration Committee and Independent Directorswith specific focus on the performance and effective functioning of the Board andIndividual Directors.

In line with Securities and Exchange Board of India Circular No.SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5 2017 and the Companies Amendment Act2017 the Company adopted the recommended criteria by Securities and Exchange Board ofIndia.

The Directors were given six Forms for evaluation of the following:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson;

(v) Evaluation of Non-Executive and Non-Independent Directors; and

(vi) Evaluation of Managing Director.

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Directors have sent the duly filled forms to Nomination & Remunerationcommittee. Based on the evaluation done by the Directors the Committee has prepared areport and submitted the Evaluation Report. Based on the report the Board of Directorshas informed the rankings to each Director and also informed that the performance ofDirectors is satisfactory and they are recommended for continuation as Directors of theCompany.

(III). STAKEHOLDERS RELATIONSHIP COMMITTEE:

A. COMPOSITION OF THE COMMITTEE: The Details of composition of the Committee are givenbelow:

Name Designation Category No. of Meetings held during the tenure of the Member No. of Meetings attended
Mr. Pushapraj Singhvi Chairman NED Nil Nil
Mr. V. Suryanarayana Murthy Member NED(I) Nil Nil
Ms. Neepa Kankaria Member ED Nil Nil

NED (I): Non- Executive Independent Director

ED: Executive Director

B.NAME AND DESIGNATION OF COMPLIANCE OFFICER

Ms.Khushboo Joshi Company Secretary is the compliance officer of the Company.

C. DETAILS OF COMPLAINTS/REQUESTS RECEIVED RESOLVED AND PENDING DURING THE YEAR2018-19

During the financial year 2018-19 no complaints were received from the shareholders.

(IV). RISK MANAGEMENT COMMITTEE:

A. COMPOSITION OF THE COMMITTEE: The Details of composition of the Committee are givenbelow:

Name Designation Category No. of Meetings held during the tenure of the Member No. of Meetings attended
Dr. R R Pujari Chairman NED(I) 2 2
Mr. Pushapraj Singhvi Member NED 2 2
Mr. V. Suryanarayana Murthy Member NED(I) 2 2
Mr. Prem Chand Kankaria Member ED 2 2

NED (I) : Non Executive Independent Director

ED : Executive Director

B) ROLE AND RESPONSIBILITIES OF THE COMMITTEE INCLUDES THE FOLLOWING:

• Framing of Risk Management Plan and Policy

• Overseeing implementation of Risk Management Plan and Policy

• Monitoring of Risk Management Plan and Policy

• Validating the process of risk management

• Validating the procedure for Risk minimisation

• Periodically reviewing and evaluating the Risk Management Policy and practiceswith respect to risk assessment and risk management processes.

• Continually obtaining reasonable assurance from management that al known andemerging risks have been identified and mitigated or managed.

11. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 and Regulation 22 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 . The same has been placed on the website of the Company.

12. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

13. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

The Company had not declared dividend in the year 2011-12 and thus the Company is notliable to transfer any amount pursuant to Section 125 of the Companies Act 2013 to theIEPF pursuant to the Rules made thereof.

14. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company does not have any Subsidiary Associate or Joint venture

15. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the period under review there are no companies who ceased or became thesubsidiaries joint ventures or associate companies.

16. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 annexed as a part of this Annual Report as Annexure I.

17. STATUTORY AUDITORS

The members of the Company at their 30th Annual General Meeting held on 27th September2017 have appointed M/s. SVP & Associates. as statutory auditors of the Company tohold office until the conclusion of 35th Annual General meeting of the Company.

18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the auditor's u/s 143(12).

19. SECRETARIALAUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of managerial personnel) Rules 2014 the Board had appointedMr.S. Sarveswar Reddy Practicing Company Secretary to undertake the secretarial audit ofthe Company for the year 2018-19. The report of the Secretarial Auditor is enclosed asAnnexure II and forms part of this report. The Secretarial Audit Report does not containany qualification reservation or adverse remark.

20. QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification reservation or adverseremark or disclaimer made-

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2019 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the marketexpected in the coming years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year ended March 312019 on the Compliances according to the provisions of section 204 of the Companies Act2013 and the same does not have any reservation qualifications or adverse remarks.

21. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.

B. Technology Absorption:

Your Company has not undertaken any research and development activity for anymanufacturing activity nor was any specific technology obtained from any external sourceswhich needs to be absorbed or adapted.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL

Foreign Exchange Outgo: 1570.07 Lakhs

22. PUBLIC DEPOSITS:

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

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators /courts thatwould impact the going concern status of the Company and its future operations.

24. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant toensure that all transactions are authorized recorded and reported correctly.

During the period under review there is no material or serious observations have beennoticed for inefficiency or inadequacy of such controls.

25. INSURANCE:

The properties and assets of your Company are adequately insured.

26. RISK MANAGEMENT POLICY:

The Company follows a comprehensive system of Risk Management. The Company has adopteda procedure for assessment and minimization of probable risks. It ensures that all therisks are timely defined and mitigated in accordance with the well-structured riskmanagement process.

27. SHARE CAPITAL

The authorised share capital of the Company stands at Rs.60000000/- divided into6000000 equity shares of Rs.10/- each.

The paid up share capital of the Company stands at Rs.45697500 /- divided into4569750 equity shares of Rs.10/- each.

28. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of loans guarantees or investments made under section 186 of the companiesAct 2013 are given in the note to the financial statements.

29. CREDIT & GUARANTEE FACILITIES:

The Company has not availed facilities of Credit and Guarantee during the year.

30. CORPORATE SOCIAL RESPONSIBILTY:

Since the Company does not have the net worth of Rs. 500 Crores or more or turnover ofRs. 1000 Crores or more or a net profit of Rs. 5 Crores or more during the financialyear section 135 of the Companies Act 2013 relating to Corporate Social Responsibilityis not applicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.

31. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered during the financial year weredisclosed in form AOC-2 and is attached as Annexure which forms part of Annual report.There were no materially significant related party transactions made by the Company withthe promoters directors key managerial personnel or other designated persons which mayhave a potential conflict with the interest of the Company at large. Your Directors drawattention of the members to Note 35 to the financial statement which sets out relatedparty disclosures and Annexure to this report.

32. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

33. POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All the policies areavailable on our website (http://rajpack.com/ policies.html). The policies are reviewedperiodically by the Board and updated based on need and new compliance requirement.

34. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWNAND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3)OF THE COMPANIES(APPOINTMENT& REMUNERATION) RULES 2014:

A table containing the particulars in accordance with the provisions of Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as Annexure III to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawnand the name of every employee is annexed to this Annual report as Annexure IV

During the year NONE of the employees is drawing a remuneration of Rs.10200000/- andabove per annum or Rs.850000/- and above in aggregate per month the limits specifiedunder the Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

35. RATIO OF REMUNERATION TO EACH DIRECTOR

Under section 197(12) of the Companies Act 2013 and Rule 5(1)(2) & (3) of theCompanies (Appointment &Remuneration) Rules 2014 read with Schedule V of theCompanies Act 2013 the ratio of remuneration of Mr.Prem Chand Kankaria Managing Directorof the Company to the median remuneration of the employees is19.11:1 and of Ms. NeepaKankaria Whole-Time director of the Company is 9.55:1.

36. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth ofthe Company is less than Rs. 25 Crores Corporate Governance as mentioned in SEBI (ListingObligation and Disclosure Requirement) Regulations 2015 are not applicable.

37. SECRETARIAL STANDARDS:

The Company is in compliance with the applicable secretarial standards.

38. INDIANACCOUNTING STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th February 2015 hasnotified the Companies (Indian Accounting Standards) Rules 2015. In pursuance of the saidnotification the Company has adopted the Indian Accounting Standards with effect from01st April 2017. Accordingly the Company has restated and reported the financials forthe previous year as per Indian Accounting Standards.

39. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.

40. CEO/ CFO CERTIFICATION

The Managing Director cum CEO and CFO certification of the financial statements for theyear 2018-19 is annexed in this Annual Report.

41. MECHANISM FOR EVALUATION OF THE BOARD

Evaluation of all Board members is performed on an annual basis. The evaluation isperformed by the Board Nomination and Remuneration Committee and Independent Directorswith specific focus on the performance and effective functioning of the Board andIndividual Directors.

In line with Securities and Exchange Board of India Circular No.SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5 2017 and the Companies Amendment Act2017 the Company adopted the recommended criteria by Securities and Exchange Board ofIndia.

The Directors were given evaluation forms for the following:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson;

(v) Evaluation of Non-Executive and Non-Independent Directors; and

(vi) Evaluation of Managing Director.

The Directors were requested to give following ratings for each criteria:

1. fair;

2. satisfactory; and

3. very satisfactory.

The Directors have sent the duly filled forms to Nomination & Remunerationcommittee. Based on the evaluation done by the Directors the Committee has prepared areport and submitted the Evaluation Report. Based on the report the Board of Directorshas informed the rankings to each Director and also informed that the performance ofDirectors is satisfactory and they are recommended for continuation as Directors of theCompany.

42. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 and AmendedRegulations 2018. The Insider Trading Policy of the Company lays down guidelines andprocedures to be followed and disclosures to be made while dealing with shares of theCompany as well as the consequences of violation. The policy has been formulated toregulate monitor and ensure reporting of deals by employees and to maintain the highestethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website (https://www.rajpack.com/investors/insider-trading-policy.pdf)

43. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal )Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy.

A. COMPOSITION OF THE COMMITTEE: The Details of composition of the Committee are givenbelow:

Name Designation
Ms. NeepaKankaria Presiding Officer
Mr. B. K. Pradhan Internal Member
Mr.Narsimha Internal Member
Mrs.Bhagwati Mahesh Baldwa External Member

The following is the summary of sexual harassment complaints received and disposedduring the calendar year.

• No. of complaints received: Nil
• No. of complaints disposed off: Nil
• No. of complaints pending at the end of the year: Nil

44. INTERNAL AUDIT:

The Company has adequate internal controls consistent with the nature of business andsize of the operations to effectively provide for safety of its assets reliability offinancial transactions with adequate checks and balances adherence to applicable statuesaccounting policies approval procedures and to ensure optimum use of available resources.These systems are reviewed and improved on a regular basis. It has a comprehensivebudgetary control system to monitor revenue and expenditure against approved budget on anongoing basis.

The Board has appointed M/s. MGM & Co. Chartered Accountants as internal Auditorsin its meeting held on 30th May 2019. Deviations are reviewed periodically and duecompliance ensured. Summary of Significant Audit Observations along with recommendationsand its implementations are reviewed by the Audit Committee and concerns if any arereported to Board.

45. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report pursuant to the SEBI (LODR) Regulationappended as Annexure V for information of the Members.

46. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company. YourDirectors also wish to place on record their appreciation of business constituents banksand other financial institutions and shareholders of the Company for their continuedsupport for the growth of the Company.

For and on behalf of the Board For Raj Packaging Industries Limited

Sd/- Sd/-
Place: Hyderabad Prem Chand Kankaria V.S.N. Murthy
Date: 30.05.2019 Managing Director Director
(DIN: 00062584) (DIN: 00021952)