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Raj Packaging Industries Ltd.

BSE: 530111 Sector: Industrials
NSE: N.A. ISIN Code: INE639C01013
BSE 00:00 | 01 Jul 29.00 -2.00
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NSE 05:30 | 01 Jan Raj Packaging Industries Ltd
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VOLUME 3029
52-Week high 43.30
52-Week low 23.50
P/E 6.39
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 31.00
CLOSE 31.00
VOLUME 3029
52-Week high 43.30
52-Week low 23.50
P/E 6.39
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 March312021.

1. COMPANY SPECIFIC INFORMATION

1.1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:

The performance during the period ended 31st March 2021 has been as under:

(Rs. In Lakhs)

Particulars 2020-21 2019-20
Total Income 4046.34 3428.33
Total Expenditure 3782.50 3378.31
Profit (Loss)Before Tax 263.84 50.02
Provision for Tax 75.88 18.11
Profit(Loss) after Tax 187.96 31.91
Other Comprehensive Income Net of tax 4.45 (0.78)
Total Comprehensive Income 192.41 31.13
Balance Carried to Balance Sheet 192.41 31.13
Basic and Diluted Earnings per share 4.11 0.70

REVIEW OF OPERATIONS:

The total revenue of the Company for the financial year under review was Rs. 4046.34lakhs as against Rs. 3428.33 lakhs for the previous financial year. The company has earnednet profit of Rs.187.96 lakhs for the financial year 2019-20 as against the of Rs.31.91lakhs for the previous year.

1.2. Amount if any which the Board proposes to carry to any reserves: NIL

1.3. Dividend: The Board of Directors of the Company proposes to declare dividend@5% for the Financial Year 2020-21.

1.4. Major events occurred during the year:

• During the Financial Year under purview no material event occurred having animpact on the affairs of the company.

Change in the nature of business: the company has not commenced any newbusiness or discontinued/sold or disposed off any of its existing businesses or hived offany segment or division during the year.

Material changes and commitments if any affecting the financial position ofthe company having occurred since the end of the Year and till the date of the Report: Therewere no material changes in external and internal environment including technical legaland financial strikes lockouts and breakdowns affecting the business of the company inthe given Financial Year.

1.5. Details of revision of financial statement or the Report: The Company has not madeany revision in its Financial Statements during the last three Financial Years.

2. GENERAL INFORMATION:

2.1. Overview of the industry and important changes in the industry during the lastyear External environment and economic outlook

The Indian flexible packaging market is expected to reach a value of INR ~640.38 Bn byFY 2023 up from its FY 2017 value of INR 375 Bn expanding at a compound annual growthrate (CAGR) of ~10% from FY 2018 to FY 2023.*

The growth of the packaging market in India is largely driven by various logisticapplications technological advancements as well as the development of the packagingsector across the country. The Indian packaging industry is dominated by plastic flexiblepackaging; the main reason for this is that flexible packages are found aestheticallyattractive cost-effective sturdy and packaged products in affordable quantities. Therise of the Indian middle class and Increase in disposable income in rural India alongwith changing lifestyle rapid expansion of organized retail growth of exports andIndia's rising e-commerce sector are further facilitating growth of packaging industry.

On the industry front the rapid growth of the market is primarily driven by thepharmaceuticals and foods and beverages industries. Huge investments in the foodprocessing personal care and pharmaceuticals end-user industries are creating scope forexpansion of the packaging market. This also opens possibilities for the new entrants inthe field provided they meet fast changing customer needs and demands.

During the pandemic various industries were considered essential and were never underlock down including the packaging industry food & beverage and medical. Thepackaging industry continued to work at 85-90% capacity. During the last year the industrywas focused on meeting the current demand as demand for FMCG pharmaceutical packaging andrising e-commerce sales were on steep rise .With strict lockdown there have been shifts inconsumer behavior and industry has seen increase in e-commerce usage and indirectlyincreases in packaging material requirement. Before the pandemic industry was workingtowards sustainability goals but this has seen decrease due to ongoing demand andconcerns for hygiene and safety of reusable packaging. Following the pandemic thepackaging industry will need to re-structure rebalance there sustainability goals alongwith new requirement for hygiene along with cost being the main factor.

The battle for reducing plastic waste is now a very hot topic. Countries around theworld including India are working towards ban on single use plastics. With pandemic wehave witnessed increase in demand for packaging and it is gaining value in the eye of theuser. The entire packaging industry including raw material supplier manufacturersproducers etc. have to work in future to work towards sustainability goals along withhygiene/safety standards but keeping in view the important factor/properties why plastichas been dominating packaging field since decades.

2.2. The Company has not delisted its Shares in the given Financial Year.

3. CAPITAL AND DEBT STRUCTURE:

The authorized 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. There are no changes in the capital structure ofthe company during the year.

4. CREDIT RATING OF SECURITIES:

The Company is not in requirement of obtaining Credit Rating for its Securities.

5. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There was no requirement for transferring any amount to IEPF under sub-section (2)of section 125 of the Act and the IEPF (Accounting Audit Transfer and Refund) Rules2016 during the period under review.

There was no requirement for transferring any amount to IEPF under sub-section (6)of section 124 of the Act and the IEPF (Accounting Audit Transfer and Refund) Rules2016 during the period under review.

Details of the Nodal Officer: Ms. Khushboo Joshi Company Secretary of the Company isthe Nodal Officer of the Company.

Further details of the Nodal Officer is available onhttps://www.raipack.com/investor-contacts.html

6. MANAGEMENT:

6.1 Directors and Key Managerial Personnel:

The Company has not appointed nor ceased any Director or Key Managerial Person duringthe period under review.

In this Annual general Meeting of the Company Mr. Pushapraj Singhvi Director of theCompany is liable to retire by rotation and proposes to offer himself for re-appointment.

6.2 Independent Directors:

There is no appointment or reappointment of Independent Directors in the Company duringthe period under review.

6.3 Declaration by Independent Directors and statement on compliance of code ofconduct:

I. The necessary declaration with respect to independence has been received from allthe Independent Directors of the company under sub-section (6) of section 149

II. The Independent Directors have complied with the Code for Independent Directorsprescribed in Schedule IV to the Act.

III. I Prem Chand Kankaria Managing Director of the Company hereby affirm that theIndependent Directors of the company and the senior management of the Company are incompliance with the code of conduct laid down by the Company.

6.4 Board Meetings:

During the year the Board of Directors duly met 4 (four) times on 17.06.202008.09.2020 10.11.2020 10.02.2021 in respect of which meetings proper notices were givenand the proceedings were properly recorded and signed in the Minutes Book maintained forthe purpose.

6.5 Committees:

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

I. AUDIT COMMITTEE: During the financial year 2020-21 (4) four meetings of theAudit Committee were held on 17.06.2020 08.09.2020 10.11.2020 and 10.02.2021.

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 4
Mr. Prem Chand Kankaria Member ED 4 4

The Vigil Mechanism Policy adopted by the Company is available onhttp://raipack.com/policies.html

II. NOMINATION AND REMUNERATION COMMITTEE:

During the financial year 2020-21 the Nomination and Remuneration Committee did notmeet as there were no appointment or reappointed during the period under review.

COMPOSITION OF THE COMMITTEE:

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

BRIEF DESCRIPTION OF TERMS OF REFERENCE

• To approve the fixation/revision of remuneration of Executive Directors of theCompany and while approving:

To take into account the financial position of the Company trend in theindustry appointee's qualification experience past performance past remuneration etc.

To bring out objectivity in determining the remuneration package whilestriking 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.

o Recommend to the board all remuneration in whatever form payable to seniormanagement.

The Nomination and Remuneration Policy adopted by the Company is available onhttp://raipack.com/policies.html

III. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the financial year 2020-21 (1) one Stakeholders Relationship Committee was heldon 10th February 2021.

COMPOSITION OF THE COMMITTEE:

Name Designation Category No. of Meetings held during the tenure of the Member No. of Meetings attended
Mr. Pushapraj Singhvi Chairman NED 1 1
Mr. V. Suryanarayana Murthy Member NED(I) 1 1
Ms. Neepa Kankaria Member ED 1 1

The Company has designated an exclusive email ID- secretary@rajpack.com forcomplaints/grievances.

IV. INDEPENDENT DIRECTORS COMMITTEE:

The independent Directors of the Company met once on 10th February 2021 during thefinancial year.

Name Designation Category No. of Meetings held during the tenure of the Member No. of Meetings attended
Mr. Suresh Chandra Bapna Chairman NED(I) 1 1
Mr. V S N Murthy Member NED(I) 1 1
Dr. R. R. Pujari Member NED(I) 1 1
Mr. Pushapraj Singhvi Member NED 1 1

Details of policy of Familiarization Programme for Independent Directors The Company'sPolicy on Directors' appointment and remuneration can be viewed by the Stakeholders on https://www.raipack.com/policies.html

NOTE: MS. KHUSHBOO JOSHI COMPANY SECRETARY OF THE COMPANY IS THE SECRETARY OF ALL THECOMMITTEE MEETINGS.

6.6 Recommendations of Audit Committee:

There is no such instance to report where the Board has not accepted therecommendations made by the Audit Committee.

6.7 Remuneration received by Managing/Whole time Director from holding or subsidiarycompany:

The Company has no Holding or Subsidiary Company.

6.8 Directors' Responsibility Statement: In pursuance of section 134 (5) of theCompanies Act 2013 the Directors hereby confirm that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen 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 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.

6.9 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.

6.10 DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OFSECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

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

7. DISCLOSURES RELATING TO SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

7.1 Report on performance and financial position of the subsidiaries associates andjoint ventures: The Company does not have any Subsidiary Associate or Joint venture.

7.2 Companies which have become or ceased to be subsidiaries associates and jointventures: During the year neither any Company became its subsidiary nor ceased to beits subsidiary.

8. DETAILS OF DEPOSITS:

The Company has not accepted any deposits during the year.

9. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

Particulars of loans guarantees and investments made under section 186 of thecompanies Act 2013 are given in the note to the financial statements.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered during the financial year weredisclosed in form AOC-2. There were no materially significant related party transactionsmade by the Company with the promoters directors key managerial personnel or otherdesignated persons which may have a potential conflict with the interest of the Company atlarge.

Your Directors draw attention of the members to Note 37 to the financial statementwhich sets out related party disclosures and Annexure to this report.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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.

12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

I. Conservation of energy - At Factory the Company has implanted solar panel forconservation of energy. Adequate measures have been taken to conserve energy whereverpossible.

II. Technology absorption: NA

III. Foreign exchange earnings (Rs. In Lakhs) and Outgo: In last financial year theCompany had:

(i) Foreign earnings: NIL

(ii) Foreign outgo: 1057.84

13. RISK MANAGEMENT:

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.

14. 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 2018. The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as theconsequences of violation. The policy has been formulated to regulate monitor and ensurereporting of deals by employees and to maintain the highest ethical standards of dealingin 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.

15. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

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.

16. MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS:

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.

17. AUDITORS:

Name Particulars Remarks
SVP & Associates Statutory Auditors Chartered Accountants Mumbai No Change in the Auditors during the year and up to the date of the Report
S. S. Reddy & Associates Secretarial Auditors Practicing Company Secretaries Hyderabad No Change in the Auditors during the year and up to the date of the Report
M/s. MGM & Co Internal Auditors Chartered Accountants Pune No Change in the Auditors during the year and up to the date of the Report
Cost Auditors NOT APPLICABLE

INTERNAL AUDITORS

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts)Rules 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board andits Powers) Rules 2014; during the year under review the Internal Audit of the functionsand activities of the Company was undertaken by the Internal Auditor of the Company onquarterly basis by M/s MGM & Co. the Internal Auditor of the Company.

Deviations are reviewed periodically and due compliance ensured. Summary of SignificantAudit Observations along with recommendations and its implementations are reviewed by theAudit Committee and concerns if any are reported to Board. There were no adverse remarksor qualification on accounts of the Company from the Internal Auditor.

The Board has re-appointed by M/s MGM & Co. Chartered Accountants Pune as InternalAuditors for the Financial Year 2021-22. Internal Audit Report is considered in everyBoard Meeting of the Company and compliance ensured.

18. SECRETARIAL AUDIT:

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 2020-21. The report of the Secretarial Auditor is enclosed asAnnexure I and forms part of this report. The Secretarial Audit Report does not containany qualification reservation or adverse remark.

19. EXPLANATIONS IN RESPONSE TO AUDITORS' QUALIFICATIONS:

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 2021 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 March312021 on the Compliances under the provisions of section 204 of the Companies Act 2013and the same does not have any reservation qualifications or adverse remarks.

20. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is in compliance with the applicable secretarial standards.

21. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (IBC):

There is no application filed for corporate insolvency resolution process by afinancial or operational creditor or by the company itself under the IBC before the NCLT

22. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

The Company has not initiated any corporate action during the Financial Year 2019-20.

22.1 OTHER DISCLOSURES:

There are no other additional disclosures affecting the stakeholders of the Companywhich are required to disclose under this section.

23. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS:

23.1 Statement of deviation or variation: During the Financial Year 2020-21 theCompany has not made any public issue rights issue preferential issue for which it isrequired to issue Statement of deviation or variation.

23.2 Management Discussion and Analysis Report (MDAR):

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

23.3 Certificate on Compliance of conditions of Corporate Governance:

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.

23.4 Suspension of Trading: No such instance to report.

23.5 DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE(PREVENTION PROHIBITION 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.

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

Name Designation
Ms. Neepa Kankaria 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 year.

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

24. EVENT BASED DISCLOSURES

During the year under review the Company has not taken up any of the followingactivities:

1. Issue of sweat equity share: No

2. Issue of shares with differential rights: No

3. Issue of shares under employee's stock option scheme: No

4. Disclosure on purchase by company or giving of loans by it for purchase of itsshares: No

5. Buy back shares: No

6. Disclosure about revision: No

7. Preferential Allotment of Shares: No

25. 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.

26. CEO/ CFO Certification

The Managing Director cum CEO and CFO certification of the financial statements for theyear 2020-21 is annexed in this Annual Report.

27. INSURANCE:

The properties and assets of your Company are adequately insured.

28. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.

A table containing the particulars in accordance with the provisions of Section 197(12)of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as Annexure II 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 III.

None of the employees is drawing a remuneration of Rs. 10200000/- and above perannum or Rs.850000/- and above in aggregate per month the limits prescribed underSection 197 of the Companies Act 2013 read with rule 5(2) of Companies(Appointment andRemuneration of Managerial Personnel) Rules 2014.

ACKNOWLEDGEMENTS:

YourDirectorswishtoplaceonrecordtheirappreciationofthecontributionmadebytheemployeesatalllevels to the continued growth and prosperity of your Company. Your Directors also wish toplace on record their appreciation of business constituents Banks statutory authoritiesand other financial institutions and shareholders of the Company for their continuedsupport for the growth of the Company.

FOR AND ON BEHALF OF THE BOARD
RAJ PACKAGING INDUSTRIES LIMITED
Sd/- Sd/-
PREM CHAND KANKARIA V.S.N. MURTHY
PLACE: HYDERABAD MANAGING DIRECTOR DIRECTOR
DATE: 19.06.2021 DIN:00062584 DIN: 00021952

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