Directors Report of Raj Packaging Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the 28th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

(Rs. in lakhs)

Particulars 2014-15 2013-14

Gross Income 4518.27 4286.70

Profit Before Interest and Depreciation 374.44 309.53

Finance Charges 148.77 140.45

Gross Profit 225.67 169.08

Provision for Depreciation 68.55 65.39

Net Profit Before Tax 157.12 103.69

Provision for Tax

-Current Tax 44.91 21.64

- MAT Credit Entitlement 11.40 (2.29)

- Deferred Tax 17.25 (4.69)

Net Profit After Tax 83.56 89.03

Balance of Profit brought forward 283.74 194.71

Additional Depreciation as per New 5.21 - Schedule II of Companies Act. 2013

Balance available for appropriation 362.09 283.74

APPROPRIATIONS

Proposed Dividend on Equity Shares 22.85 -

Tax on proposed Dividend 4.68 -

Transfer to General Reserve - -

Surplus carried to Balance Sheet 334.56 283.74

During the year under review, the Company has recorded an revenue of Rs. 4498.54 lacs and the profit of Rs. 157.12 lacs as against the revenue of Rs. 4281.41 lacs and profit of Rs. 103.69 lacs in the previous financial year ending 31.03.2014.

The Company has 4.92% increase in revenue and 33.4% increase in operating profit.

The company has been continuously working on quality up-gradation and cost reduction plans for achieving efficient running of the organization.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board's Report.

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

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

4. DIVIDEND:

The Board of Directors has recommended 5% dividend for the financial year ended 31st March, 2015

5. BOARD MEETINGS:

The Board of Directors met 5 times during the year on 29.05.2014, 06.08.2014, 10.11.2014, 31.01.2015 and 30.03.2015 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period under review, Ms. Neepa Kankaria was appointed as Additional Director and Mr. M. Narsimha was appointed as Chief Financial Officer (CFO) of the Company w.e.f 30.03.2015. The appointment of CFO and director was approved by the Board of Directors in their meeting held on 30.03.2015.

Details of re-appointment /appointment of the director/ KMP:

Name of the Director/ CFO Ms. Neepa Kankaria

Date of Birth 08.09.1981

Date of Appointment 30.03.2015

Qualifications B.E., M.S.,

No. of Shares held in the Company 80,000

Directorships held in other companies (excluding private limited and foreign companies) Nil

Positions held in mandatory committees of other companies Nil

Name of the Director/ CFO Mr. M. Narsimha

Date of Birth 29.03.1980

Date of Appointment 30.03.2015

Qualifications M. Com

No. of Shares held in the Company Nil

Directorships held in other companies (excluding private limited and foreign companies) Nil

Positions held in mandatory committees of other companies Nil



POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE

1. Scope:

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

2. Terms and References:

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

2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the Equity Listing Agreement.

2.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement.

3. Policy:

Qualifications and criteria

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

3.1.2 In evaluating the suitability of individual Board member the HRNR Committee may take into account factors, such as:

* General understanding of the company's business dynamics, global business and social perspective;

* Educational and professional background

* Standing in the profession;

* Personal and professional ethics, integrity and values;

* Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

* shall possess a Director Identification Number;

* shall not be disqualified under the companies Act, 2013;

* shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

* shall abide by the code of Conduct established by the company for Directors and senior Management personnel;

* shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

* Such other requirements as may be prescribed, from time to time, under the companies Act, 2013, Equity listing Agreements and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the 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 of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence, as laid down in companies Act, 2013 and Clause 49 of the Equity Listing Agreement, is as below:

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

a. Who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;

b. (i) who is or was not a promoters of the company or its holding, subsidiary or associate company;

(ii) Who is not related to promoters or directors the company its holding, subsidiary or associate company

c. Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or director, during the two immediately preceding financial year or during the current financial year;

d. None of whose relative has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial year or during the current finance year

e. Who, neither himself nor any of his relative-

(i) Holds or has held the position of a key managerial personnel or is or has been employee of the or associate company in any of the three finance years immediately preceding the finance year in which he is proposed to be appointed;

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

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

(B) any legal or a consulting firm that has or had any transaction with the company, its holding subsidiary or associate company amounting to ten per cent or more of the gross turnover of more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipt from the company any of its promoters , directors or its holding subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(v) is a material supplier, service provider or customer or a lessor or lessee of the company.

f. Shall possess appropriate skills experience and knowledge in one or more field of finance , law management, sales, marketing administration, research, corporate governance, technical operations, corporate social responsibility or this disciplines related to the company's business.

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

h. Who is not less than 21 years of age

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

3.3 other directorships/ committee memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The HRNR Committee shall take into account the nature of , and the time involved in a director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

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

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

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

For the purpose of considering the limit of the committee, Audit committee and stakeholder's relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded.

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 Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel 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 "key managerial 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 constituted by Board in accordance with the provisions of section 178 of the companies Act,2013 and clause 49 of the Equity Listing Agreement.

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) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders.

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

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

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

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

(v) Retiral benefits

(vi) Annual performance Bonus

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

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved by the shareholders.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings 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 work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from Mr. Ramaraghavulu Pujari, Mr. VSN Murthy and Mr. Suresh Chandra Bapna the Independent Directors of the Company to the effect that they are meeting the criteria of Independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.(Format Annexure II)

8. COMPOSITION OF 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 177 of the Companies Act, 2013.

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:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerning financial statements;

7. 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.

* 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) The previous Annual General Meeting of the Company was held on 27th September, 2014 and Mr. VSN Murthy, Chairman of the Audit Committee, attended previous AGM.

iv) The composition, meetings and the attendance during the year of the Audit Committee is given below:

The details of the composition of the Committee at the meetings are given below:

Name Designation Category

Mr. Suresh Chandra Bapna Chairman NED (I)

Mr. V. S. N Murthy Member NED (I)

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

NED (I): Non Executive Independent Director

Four Audit Committee meetings are held during the year. The dates on which the said meetings were held are as follows: 29.05.14, 06.08.2014, 10.11.2014 and 31.01.2015.

The necessary quorum was present at all the meetings.

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 the 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.

The details of the composition of the Committee at the meetings are given below:

Name Designation Category

Mr. Suresh Chandra Bapna Chairman NED (I)

Mr. V. S. N Murthy Member NED (I)

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

NED (I): Non Executive Independent Director

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving:

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

* To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

The Non-executive Directors were paid sitting fees for the financial year 2014-15.

The details of the remuneration/sitting fees paid to the Directors during the financial year 2014-2015 are given hereunder:

Name of the Director Designation Salary

Mr. Prem Chand Kankaria Managing Director 33,39,383

Mr. V. S. N Murthy Independent Director -

Dr. R. R. Pujari Independent Director -

Mr. Suresh Chandra Bapna Independent Director -

Ms. Neepa Kankaria Executive Director 5,40,000

Name of the Director Sitting Fees Total

Mr. Prem Chand Kankaria - 33,39,383

Mr. V. S. N Murthy 50,000 50,000

Dr. R. R. Pujari 50,000 50,000

Mr. Suresh Chandra Bapna 50,000 50,000

Ms. Neepa Kankaria - 5,40,000

STAKEHOLDERS RELATIONSHIP COMMITTEE:

A. Composition

Your Company has constituted a Stakeholders Relationship Committee/ Investors' Grievance Committee consisting of the following Directors:

Name Designation Category

Mr. Suresh Chandra Bapna Chairman NED (I)

Mr. V. S. N Murthy Member NED (I)

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

NED (I): Non Executive Independent Director

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 Annual Reports, non-receipt of declared dividend and other allied complaints.

* 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 lodgement in the case of shares held in physical form.

The Company has designated an exclusive e-mail ID called [email protected] complaints/grievances.

9. VIGIL MECHANISM:

Report details of establishment of vigil mechanism (for directors and employees to report genuine concerns) pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013.

1.1. Section 177 of the Companies Act, 2013 requires every listed company and such class or classes of companies, as may be prescribed to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

1.2. Raj Packaging Industries Limited, established a Whistle Blower Policy/ Vigil Mechanism and to formulate a policy for the same.

1.3 Clause 49 of the Listing Agreement between listed companies and the Stock Exchanges, inter alia, provides for a non-mandatory requirement for all listed companies to establish a mechanism called 'Whistle Blower Policy' for employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the company's code of conduct.

10. DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting 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;

(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 the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

12. UN PAID / UN CLAIMED DIVIDEND:

In terms of the provisions of the Companies Act, the Company is obliged to transfer dividends which remain unpaid or unclaimed for a period of seven years from the declaration to the credit of the Investor education and Protection Fund established by the Central Government. Accordingly, the Members are hereby informed that the 7 years period for payment of the dividend pertaining to financial year 2007-2008 will expire on 31st October, 2015 and thereafter the amount standing to the credit in the said account will be transferred to the "Investor Education and Protection Fund" of the Central Government.

13. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company does not have any subsidiary/ Associates/ Joint Ventures.

14. EXTRACT OF ANNUAL RETURN:

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

15. STATUTORY AUDITORS:

In the previous Annual General Meeting ( 27th AGM), the Company appointed M/s. NAC & Associates LLP, Chartered accountants as statutory Auditors to hold office until the conclusion of the 30th annual General Meeting. The Company has already received letter from them to the effect that their ratification, if made by the shareholders, would be within the prescribed limits and that they are not disqualified for re-appointment within the meaning of the Companies Act., 2013. The Board of Directors recommend their re-appointment ratification for the financial year 2015-16.

16. INTERNAL AUDIT:

M/s. MGM & Co., Chartered Accountants, Pune are the internal Auditors of the Company.

17. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practicing Company Secretaries is annexed to this Report as annexure.

18. AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2015 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system procedures to meet all kinds of challenges and growth in the market expected in view of the robust capital market in the coming years.

(b) Secretarial Audit Report:

As per the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed S. S. Reddy & Associates, Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial audit of the Company for the financial year ended on March 31,2015.Secretarial Audit Report issued by S. S. Reddy & Associates, Practicing Company Secretaries in form MR-3 is enclosed herewith.

Secretarial auditors have observed that, there is no Company Secretary appointed.

The Company is in the process of identifying a suitable candidate to be appointed as a Company Secretary in the Company.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

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 not only reducing wastage but also saving energy of again and again heating the plant.

B. Technology Absorption :

1. Research and Development (R&D) :NIL

2. Technology absorption, adoption and innovation :NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : 102.87 Lacs

Foreign Exchange Outgo : 2299.48 Lacs

20. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

Your Company has not accepted any deposits falling within the meaning of Sec. 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review. At the beginning of the year the deposits were nil.

21. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the company's operations in future.

22. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

23. INSURANCE:

The properties and assets of your Company are adequately insured.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the year under review.

25. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

26. CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your company do not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

27. RELATED PARTY TRANSACTIONS:

Particulars of transactions with Related parties referred to in Section 188(1) in Form AOC- 2 as ANNEXURE - III.

28. FORMAL ANNUAL EVALUATION:

Statement about the manner in which the formal evaluation made by the Board of its own performance and that of its committees and individual Directors. As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made thereunder, the independent directors of the company had a meeting on 30/03/2015 without attendance of non-independent directors and members of management. In the meeting the following issues were taken up:

(a) Review of the performance of non-independent directors and the Board as a whole;

(b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting also reviewed and evaluated the performance of non-independent directors. The company has 2 (two) non-independent directors namely: i.) Shri Prem Chand Kankaria - Managing Director

Ms. Neepa Kankaria. The meeting recognized the significant contribution made by Shri. Prem Chand Kankaria and Ms. Neepa Kankaria, non- independent directors in the shaping up of the company and putting the company on accelerated growth path. They devoted more time and attention to bring up the company to the present level.

The meeting also reviewed and evaluated the performance the Board as whole in terms of the following aspects:

* Preparedness for Board/Committee meetings

* Attendance at the Board/Committee meetings

* Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

* Monitoring the effectiveness of the company's governance practices

* Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

* Ensuring the integrity of the company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.

Mr. Prem Chand Kankaria, Managing Director of the company has performed exceptionally well by attending board meetings regularly, by taking active participation in the discussion of the agenda and by providing required guidance from time to time to the company for its growth etc.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

29. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to the Company.

30. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, a remuneration of Rs. 3,00,000/- p.m is being paid to Mr. Prem Chand Kankaria, Managing Director of the Company and a remuneration of Rs. 45,000 p.m to Ms. Neepa Kankaria, Executive Director & promoter of the company.

31. LISTING WITH STOCK EXCHANGES:

The Company is listed with BSE Ltd. and the Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

32. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Report on Corporate Governance is not applicable to the Company since the Paid-up Capital of the Company is less than 10 Crores and the Net worth of the Company is less than 25 Crores.

33. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY, NBFC, HOUSING COMPANIES ETC:

The Company is not a NBFC, Housing Company etc., and hence Industry based disclosures is not required.

34. SECRETARIAL STANDARDS

EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employees stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares : NA

35. EMPLOYEE RELATIONS:

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

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/ - and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

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

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

* No. of complaints received: Nil

* No. of complaints disposed off: Nil

37. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company like SEBI, BSE, NSDL, CDSL, State Bank of India etc. for their continued support for the growth of the Company.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders

I, Prem Chand Kankaria, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

By the Order of the Board of Directors For RAJ PACKAGING INDUSTRIES LTD.

Sd/- Place : Hyderabad PREM CHAND KANKARIA Date : 08.08.2015 MANAGING DIRECTOR (DIN:00062584)

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Mar 31, 2014

Dear Members,

The 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.

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 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)

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 26th Annual Report and Audited Accounts of the Company for the year ended 31st March 2013

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 31.03.2013 31.03.2012

Sales & Other Income 3159.67 2905.75

Operating Profit (PBIDT) 200.13 210.67

Interest & Finance Charges 140.71 155.65

Profit before Depreciation and Taxes ( PBDT ) 59.42 55.02

Depreciation 65.49 65.78

Profit Before Tax (6.07) (10.76)

Provision for Tax

Current Tax- (1.81) (8.80)

Deferred Tax

MAT Credit EntitlementProfit After Tax (4.26) (1.96)

Profit after (4.26) (1.96)

Prior Period Adjustments

Balance Brought forward 198.97 200.93

Amount Available for appropriations 194.71 198.97

APPROPRIATIONS

Your Directors recommended appropriations as under:

Proposed Dividend Nil

Balance Carried forward 194.71 198.97

Total : 194.71 198.97

PERFORMANCE

During the year under review, your company has achieved a Turnover of Rs.3150.93 Lacs as compared to Rs.2895.97 Lacs in previous year in value and 2857 M.T as compared to 2996 M.T in volume. The PBDIT for the year stood at Rs.200.13 Lacs as compared to Rs. 210.67 Lacs in previous year. The PBT of the company stood at Rs.(6.07) Lacs as compared to Rs. (10.76) Lacs in previous year. The profitability of the company was hit mainly due to 46% increase in power cost, as compared to previous year.

Your management will continue their effort in improving the performance of the company to bring back on track 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.

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. During the year, 2,00,000 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.

DIVIDENDS

The Board of Directors have not recommended any dividend for the financial year ended 31st March,2013.

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 remain un claimed and lying in separate account in the bank. The amount of Rs. 11,526/- being unclaimed dividend 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

In accordance with the Companies Act, 1956 and Clause 103 of the Articles of association of the company, Shri Suresh Chandra Bapna retire by rotation and being eligible, offers him-self for reappointment.

AUDITORS

The auditors of the company M/s. 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 u/s 224 (1-B) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with Stock Exchanges, a Management Discussion and Analysis Report and a Report on Corporate Governance are given as Annexure ''B'' and ''C'' respectively, to this 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.

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.

For and on behalf of the Board

Place : HYDERABAD PREM KANKARIA

Date : 29th May,2013 MANAGING DIRECTOR

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Mar 31, 2012

The Directors have pleasure in presenting the 25th Annual Report and Audited Accounts of the Company for the year ended 31st March 2012

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 31.03.2012 31.03.2011

Sales & Other Income 2905.75 2638.86

Operating Profit (PBIDT) 210.67 197.99

Interest & Finance Charges 155.65 119.78

Profit before Depreciation and Taxes ( PBDT ) 55.02 78.21

Depreciation 65.78 65.90

Profit Before Tax (10.76) 12.31

Provision for Tax - Current Tax- - 2.26 Deferred Tax (8.80) 8.16 MAT Credit Entitlement - (2.26)

Profit After Tax (1.96) 4.15

Profit after Prior Period Adjustments (1.96) 4.15

Balance Brought forward 200.93 196.63

Amount Available for appropriations 198.97 200.78

APPROPRIATIONS

Your Directors recommended appropriations as under:

Proposed Dividend Nil - -

Corporate Dividend Tax - (0.15)

Balance Carried forward 198.97 200.93

Total : 198.97 200.78

PERFORMANCE

During the year under review, your company has achieved a T urnover of Rs.2895.97 Lacs as compared to Rs.2517.72 Lacs in previous year in value and 2996 M.T as compared to 2668 M.T in volume. The PBDIT for the year stood at Rs.210.67 Lacs as compared to Rs. 197.99 Lacs in previous year. The PBT of the company stood at Rs.(10.76) Lacs as compared to Rs. 12.31 Lacs in previous year. There has been significant decline in the net profit due to enhanced interest and depreciation after expansion.

Your management will continue their effort in improving the performance of the company to bring back on track 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.

DIVIDENDS

The Board of Directors have not recommended any dividend for the financial year ended 31st March, 2012.

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 remain un claimed and lying in separate account in the bank. The amount of Rs. 78,766/- being unclaimed dividend 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

In accordance with the Companies Act, 1956 and Clause 103 of the Articles of association of the company, Shri V.S.N.Murthy retire by rotation and being eligible, offers him-self for reappointment.

In accordance with the Companies Act, 1956 and Clause 94 of the Articles of association of the company, Dr.R.R.Pujari newly inducted to the board as Additional Director w.e.f. 07.11.2011. He vacates office of Directorship at this Annual General Meeting, a resolution seeking reappointment as Director is being moved at the ensuing Annual General Meeting.

Shri Prem Kankaria has been the Managing Director of the company since its inception. His term of office as Managing Director has expired and the Board of Director reappointed him for a term of further 3 years. A resolution seeking confirmation of the shareholders for his appointment as Managing Director is being moved to the ensuing Annual General Meeting of the Company.

AUDITORS

The auditors of the company M/s. C.PRANKA & 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 u/s 224 (1-B) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with Stock Exchanges, a Management Discussion and Analysis Report and a Report on Corporate Governance are given as Annexure 'B' and 'C' respectively, to this 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.

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.

For and on behalf of the Board



Place : HYDERABAD PREM KANKARIA Date : 30th May,2012 MANAGING DIRECTOR

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Mar 31, 2010

The Directors have pleasure in presenting the 23rd Annual Report and Audited Accounts of the Company for the year ended 31- March 2010

FINANCIAL RESULTS

Your Companys performance during the year as compared to previous year is summarized below:

(Rs.in lakhs)

Particulars 2009-10 2008-091

Sales & Other Income 1986.71 2051.35

Operating Profit (PBIDT) 205.08 191.54

Interest & Finance Charges 53.89 33.50

Profit before Depreciation and Taxes ( PBDT) 151.19 158.04

Depreciation 41.59 35.81

Profit Before Tax 109.60 122.23

Provision for Tax -

Current Tax- 18.60 48.92

Deferred Tax 7.31 (6.02)

MAT Credit Entitlement (7.55) -

Profit After Tax 91.24 78.89

Profit after Prior Period Adjustments 91.24 78.89

Balance Brought forward 151.83 119.38

Amount Available for appropriations 243.07 198.27

APPROPRIATIONS

Your Directors recommended appropriations as under:

Proposed Dividend @ Re.1/- per share (Re.1/- per share) 39.70 39.70

Corporate Dividend Tax 6.75 6.75

Balance Carried forward 196.62 151.82

Total : 243.07 198.27



PERFORMANCE

During the year under review, your company has achieved a Turnover of Rs. 1971.69 Lacs as compared to Rs.2040.47 Lacs in previous year in value and 2051 M.T as compared to 2054 M.T in volume. The PBT of the company stood at Rs. 109.60 Lacs as compared to Rs. 122.23 Lacs in previous year.

Your management will continue their effort in 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.

DIVIDENDS

In view of good performance of the company the directors are pleased to recommend payment of dividend of Re.1/- per share (Re.1/- previous year) for the year 2008-09 which if approved by the shareholders at the forthcoming Annul General Meeting will be paid in accordance with rules applicable at that time.

FIXED DEPOSITS

During the year your company has not accepted any Deposits from Public / Members.

CAPITAL EXPENDITURE

The company has spent Rs.648.61 Lacs on fixed assets during the year. The Company has completed expansion of capacity during the year for the following amounts has been spent on capital assets.

- Plant & Machinery - 554.50 Lacs

- Electrical Instillations - 20.22 Lacs

- Building - 73.89 Lacs



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 remain un claimed and lying in separate account in the bank. The amount of Rs. 43,460/- has been transferred to Investor Education and Protection Fund during the year.

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-7V 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

In accordance with the Companies Act, 1956 and Clause 102 of the Articles of association of the company, Shri V.S.N.Murthy, and Shri U.C.Bhandari retire by rotation and being eligible, offers him- self for reappointment.

AUDITORS

The auditors of the company M/s. C.P.RANKA&Co., Chartered Accountants, Secunderabad retires at conclusion of this Annual General Meeting and being eligible, offer them-selves for reappointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with Stock Exchanges, a Management Discussion and Analysis Report and a Report on Corporate Governance are given as Annexure B and C respectively, to this report.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 of the companies Act, the Directors 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.

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.

For and on behalf of the Board

Place : HYDERABAD

Date : 31-May, 2010 PREM KANKARIA

MANAGING DIRECTOR