Directors Report of Rajshree Polypack Ltd.

Mar 31, 2025

The Board of Directors ("Board") have pleasure in submitting the 14th Annual Report of the business and operations of your Company, along with the audited financial statements, for the financial year ended March 31,2025.

1. FINANCIAL RESULTS

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014.

The financial statements for the financial year ended March 31,2025 and March 31,2024 are Ind AS compliant.

The financial highlights of your Company for the year ended March 31,2025 are summarized as follows:

(Rs. In Lakhs)

Particulars

Year ended March 31, 2025

Year ended March, 31, 2024

Standalone

Consolidated

Standalone

Consolidated

Total Income

33,469.67

33,469.67

27,794.54

27,729.44

EBITDA

4,629.94

3,986.18

3,671.03

3,585.18

Less:

Depreciation

1,734.41

1,734.41

1,554.64

1,554.64

EBIT

2,895.53

2,251.77

2,116.39

2,030.54

Less: Finance Cost

954.20

954.20

837.90

837.90

Profit before exceptional items and tax

1,941.33

1,297.57

1,278.49

1,192.64

Less: Exceptional items

0

0

0

0

Profit Before Tax

1,941.33

1,297.57

1,278.49

1,192.64

Less: Tax

501.47

501.47

328.52

328.52

Profit after Tax

1,439.86

796.10

949.97

864.12

Other

Comprehensive

Income

6.02

6.02

(30.52)

(30.52)

Total

Comprehensive

Income

1445.88

802.12

919.45

833.60

Earnings Per

share ("EPS")

1.96

1.09

1.32

1.20

2. AMOUNT PROPOSED TO BE CARRIED TO ANY RESERVES

The Company does not propose to carry any amount to general reserve.

3. FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

Your Company is a market leader in Rigid Thermoformed Packaging Products and has worked hard to maintain its position in this field. The fiscal year 2024-25 was challenging year due to geopolitical unrest, which caused unprecedented price volatility in raw materials and an inflationary climate. Despite these obstacles, the Company has achieved substantial revenue growth in the said financial year.

Our financial performance for the year 2024-25 is as follows:

• Revenue from operation has increased to ?32,973.50 Lakhs in financial year 2024-25 as compared to ?27,439.15 Lakhs in financial year 2023-24. The year on year ("Y-O-Y") growth is 20.17%.

• Earnings Before Interest Depreciation Tax and Amortization ("EBITDA") has increased to ? 4,629.94 in financial year 2024-25 as compared to ? 3,671.03 Lakhs in financial year 2023-24. The Y-O-Y growth is 26.12%.

The Company is engaged in the business of manufacturing of barrier plastic rigid sheets, semi rigid sheets for FFS application and thermoformed primary packaging products & injection molded products for dairy, food and beverages industry;

4. FINANCE

4.1 Your Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through a process of continuous monitoring.

4.2 Rating

The Company''s bank facilities are rated by CRISIL Ratings Limited ("CRISIL"). There is no change in the ratings of the Company. CRISIL has reaffirmed its ratings on the bank facilities of the Company as under:

Total Bank Loan Facilities Rated

Rs.99.49 Crore

Long term rating

CRISIL BBB /Stable (Reaffirmed)

4.3 Deposits

No public deposits as defined under chapter V of the Act have been accepted by the Company during the year under review.

4.4 Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

5. MODERNIZATION AND OTHER CAPITAL PROJECTS

Various modernization and de-bottlenecking actions were carried out by your Company throughout the fiscal year 2024-25.

• Extrusion capacity of the Company has increased by 4000MT from 20,000 MT of the FY 2024 to 24,000 MT of the FY 2025 and further Injection Moulding capacity has increased by 1,800 MT from 1,500 MT of the FY 2024 to 3,300 MT of FY 2025 by improving its technical feature and strategy.

• Replaced obsolete forming equipment with new machines with robotic packing features, which reduced human interaction and maintained product hygiene.

• The Company has installed a machine forThermoforming by which the capacity has increase by 2,250 MT from 9,270 MT of FY 2024 to 11,520 MT of the FY 2025.

6. JOINT VENTURE /SUBSIDIARIES

As on March 31, 2025, your Company has 1 (one) Joint Venture- Olive Ecopak Private Limited ("JV Company"). The highlights of the financial performance of the JV Company for the financial year 2024- 25 are disclosed in form AOC - 1, which annexed herewith as "Annexure I" to the Directors'' Report.

The Company has no subsidiary and associate company, as on March 31, 2025.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The detailed review of the operations, state of affairs, performance and outlook of the Company and its business as stipulated under Regulation 34 of the SEBI Listing Regulations, is presented in a separate section forming part of the Annual Report under the head ''Management Discussion and Analysis''.

8. EMPLOYEE STOCK OPTION PLAN("ESOP")

Equity based compensation is an integral part of employee compensation across sectors which enables alignment of personal goals of the employees with organizational objectives by participating in the ownership of the Company through share-based compensation scheme/plan.

Your Company believes in rewarding its employees for their continuous hard work, dedication and support, which has led the Company, on the growth path.

In line with the aforesaid, the shareholders of the Company on August 4, 2022 approved Rajshree Polypack Limited-Employee Stock Option Plan 2022 ("RPPL ESOP 2022"), wherein the Company provided for the creation and issue of 5,63,000 options that would eventually convert into equity shares of Rs. 10/- each in the hands of the Company''s employees.

RPPL ESOP 2022 is in accordance with the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 including any amendments thereto ("SEBI Guidelines/ Regulations").

The Shareholders of Company on August 29, 2024 in its 13th Annual General Meeting ("AGM") have approved Split/Sub-division of its equity shares from Face Value Rs.10/- each to Rs.5/- each and hence the value of the options adjusted accordingly as per RPPL ESOP Plan 2022.

The Company had made a grant of 9,500 options, which was approved by Nomination & Remuneration Committee in their meeting held on February 4, 2025.

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the RPPL ESOP-2022 in accordance with the SEBI Guidelines/ Regulations.

Requisite disclosures as required under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is annexed to this Annual Report as ''Annexure II''.

The Secretarial Auditors'' Certificate would be placed at the forthcoming AGM pursuant to Regulation 13 of the said Regulations. Grant wise details of options vested, exercised and cancelled are provided in the notes to the standalone financial statements.


9. DIRECTORS AND KEY MANAGERIAL PERSONNEL9.1 Retirement by rotation

At the 14th Annual General Meeting ("AGM") of the Company and in accordance with the applicable provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Anand Sajjankumar Rungta shall be liable to retire by rotation and being eligible, offers himself for reappointment.

Necessary resolution for his re-appointment is included as Item No. 2 in the AGM Notice (which will be placed in next Board Meeting), for seeking approval of the members of the Company.

A brief resume of the Director proposed to be re-appointed is given as an "Annexure A" in the AGM Notice (which will be placed in next Board Meeting).

9.2 Appointment and Resignation of Directors

During the year 2024-25, None of the Director resigned from the Board of Directors.

9.3 Independent Directors (A statement on declaration given by independent directors under sub-section (6) of section 149 of the Act)

In accordance with the provisions of Section 149(7) of the Act, Mr. Rajesh Satyanarayan Murarka, Mr. Praveen Bhatia and Ms. Yashvi Shah, Independent Directors of the Company as on March 31, 2025 have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1) (b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the Independent Director''s databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of strategy, planning and execution, management and leadership, functional and managerial experience, legal and risk management, corporate governance systems and practices, finance, banking and accounts and they hold highest standards of integrity.

During the year 2024-25 a separate meeting of Independent Directors was held on March 29, 2025, without the presence of executive directors or management representatives and the following matters were discussed:

• the performance of non-Independent directors and the Board as a whole;

• the performance of the Chairman of the Company, taking into account the views of executive directors and nonexecutive directors; and

• assess 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.

9.4 Key Managerial Personnel (KMPs)

Pursuant to the provisions of sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following are the KMPs of the Company as on 31st March, 2025:

Sr.

No

Name of the KMPs

Designation

1.

Mr. Ramswaroop Radheshyam Thard

Chairman & Managing Director

2.

Mr. Naresh Radheshaym Thard

Joint Managing Director

3.

Mr. Anand Sajjankumar Rungta

Whole-time Director

4.

Mr. Sunil Sawarmal Sharma

Chief Financial Officer

5.

Mr. Mahipal Singh Chouhan*

Company Secretary & Compliance Officer.

* During the year 2024-25, Ms. Mitali Rajendra Shah, Company Secretary & Compliance Officer, resigned from her office w.e.f June 15, 2024 and Mr. Mahipal Singh Chouhan was appointed as Company Secretary & Compliance Officer w.e,f July 30, 2024.

9.5 Board Effectiveness9.5.1 Independent Directors'' Familiarization Policy

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Board has framed a policy to familiarize the Independent Directors about the Company titled ''Familiarization Programme for Independent Directors'' ("Familiarization Policy"). The Familiarization Policy is available on the website of the Company.

The Familiarization Policy of the Company seeks to familiarize all new Independent Directors with the working of the Company, their roles, rights and responsibilities with respect to the Company, the industry in which the Company operates, business model, etc.

9.5.2 Board Evaluation

The evaluation of all directors, committees of the Board, Chairman and the Board as a whole was carried out by the Board itself, as per the provisions of the Act and SEBI Listing Regulations.

The evaluation was conducted based on the criteria and framework adopted by the Board. The evaluation parameters and the process has been explained in the Corporate Governance Report.

9.5.3 Criteria for selection of Directors, KMPs and Senior leadership positions and their remuneration

On the recommendation of the Nomination and Remuneration Committee, the Board of the Company has adopted a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The policy is available on the website of the Company.

The policy contains, inter-alia, principles governing Directors'', KMPs, Senior Management Personnel appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Directors, etc.

9.5.4. Committees of the Board

As on March 31, 2025, the Board had 5 (five) committees-Audit Committee ("AC"), Nomination and Remuneration Committee ("NRC"), the Corporate Social Responsibility Committee ("CSR Committee"), the Stakeholders'' Relationship Committee ("SRC"), the Executive Committee ("EC") (the AC, NRC, CSR Committee, SRC and EC are collectively referred to as "Committees").

During the year, all recommendations made by the Committees were approved by the Board. A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report, which forms part of the Annual Report.

10. MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD

During the financial year 2024-25, 10 (ten) Board meetings were convened. The details of Board and Committee meetings held during the year under review, are given in the Corporate Governance Report, forming part of this Annual Report. The gap between these meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

11. AUDIT COMMITTEE

During the financial year 2024-25, 10 (ten) Audit Committee meetings were convened. The details pertaining to the composition of the Audit Committee is given in the Corporate Governance Report, forming part of the Annual Report. The Board has accepted all recommendations of the Audit Committee during the year under review.

12. PARTICULARS OF CONTRACTS WITH RELATED PARTIES/ RELATED PARTY TRANSACTIONS

In accordance with the relevant provisions of the Act and rules framed thereunder and Regulation 23 of the SEBI Listing Regulations, the Company has in place a Related Party Transaction ("RPT") Policy. All related party transactions ("RPT") entered into during the financial year 2024-25 were in accordance with the Company''s RPT Policy and on an arms'' length basis and in the ordinary course of business. All RPTs are placed before the Audit Committee and the Board for approvals.

As required under the Act, the prescribed Form AOC-2 is appended as "Annexure III" to the Directors'' Report.

Your Company did not enter into any material RPTs during the year under review.

The RPT Policy as approved by the Board is uploaded on the website of the Company.

13. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company remains committed to improve the effectiveness of internal financial controls and processes which would help in efficient conduct of its business operations, ensure security to its assets and timely preparation of reliable financial information. The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board. The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly. The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets. The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Statutory Auditors and the Internal Auditors are invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any. There are no observations of Statutory Auditors as well as Internal Auditors.

14. AUDITOR14.1 Statutory Auditor-

Pursuant to Section 139 of the Act and the Rules made there under, the current Statutory Auditor of the Company M/s. J A S S & Co. LLP (Formerly known as M/s. Singrodia & Co. LLP) , Chartered Accountants (Firm Registration No. W100280) have been appointed for a period of 5 (five) years

i.e., one term pursuant to Section 139 of the Companies Act, 2013 pursuant to the Members approval at the 13th (Thirteenth) Annual General Meeting till the conclusion of 18th (Eighteenth) Annual General Meeting to be held in the year 2029, at a remuneration as may be mutually decided between the Board of Directors and the Auditors. M/s. J A S S & Co. LLP have confirmed their eligibility to continue as the Statutory Auditors of the Company under Sections 139 and 141 of the Act and the applicable rules. Additionally, as required by the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

14.2 Secretarial Auditor-

Pursuant to Section 204 of the Act and the Companies (Appointment & Remuneration of Managerial Personnel)

Rules, 2014, the Board has appointed M/s. Nishant Bajaj & Associates, Practicing Company Secretary (Membership No.: F12990, CP No.: 21538) as the Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

Further Board on recommendation of the Audit Committee, has approved the appointment of M/s. Nishant Bajaj & Associates, Company Secretaries Practicing Company Secretary (Membership No.: F12990, CP No.: 21538), as Secretarial Auditors of the Company subject to approval of the Members of the Company at the ensuing Annual General Meeting ("AGM") for a period of Five (5) consecutive years from commencing from Financial Year 2025 -26 till Financial Year 2029-30 at such remuneration as shall be fixed by the Board of Directors of the Company.

Pursuant to the provisions of Section 204 of the Act, the Secretarial Audit of the Company for the financial year ended March 31,2025 is enclosed to this report as "Annexure IV". The Secretarial Audit Report is self-explanatory and thus does not require any further comments.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

In addition to the above and pursuant to SEBI circular dated February 8, 2019, a report on Secretarial Compliance for the financial year 2024-25 has been submitted to the National Stock Exchange of India Limited.

14.3 Cost Auditor-

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company are required to be audited. The Board on the recommendation of the Audit Committee, has appointed M/s. VJ. Talati, Cost Accountants bearing Firm Registration Number: R00213 to audit the cost records relating to the Company''s units for the financial year ending on March 31, 2025, at a remuneration as specified in the Notice convening the 14th AGM. (refer Item No. 4).

As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking members'' ratification for the remuneration payable to M/s. V.J. Talati, Cost Accountants is included at Item No. 4 of the Notice convening the 14th AGM.

14.4 Internal Auditor-

As required under Section 138 of the Companies Act, 2013 and Regulation 24A of SEBI (LODR) Regulations, 2015, the Company is required to appoint an Internal Auditor for the financial year ended 2025-26 ; however, due to administrative and procedural constraints, the appointment has not yet been finalized. The Board is committed to appointing the Internal Auditor at the next Board Meeting and will update stakeholders accordingly.

15. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details regarding ''energy conservation, technology absorption and foreign exchange earnings and outgo'' as required under Section 134(3)(m) of the Act read with rule 8(3) of the Companies (Accounts) Rules, 2014 are mentioned below:

A. Conservation of Energy:

Measures taken for conservation of Energy:

• Regular Monitoring of consumption, efforts for decrease power bill and upto date maintenance of units on regular basis.

• uses of alternative sources for conservation of energy.

• Using better and improved method for better production and reduction of energy consumption.

• Regular awareness programme for workers for reduction of energy bill and using different and efficient sources for conservation of energy.

• Company''s regular investment and follow-up on alternative and better resources for energy consumption.

B. Technology Absorption:

The Management keep himself abreast of technology

advancement in the industry and has adopted state

of art technology and ready to adopt new method

for better system and risk management solution.

C. Foreign Exchange Earnings And Outgo:

(Rs. in lakhs)

Particulars

2024-25

2023-24

Actual Foreign earnings

Exchange

4,288.19

6,035.00

Actual Foreign outgo

Exchange

5,989.42

4,498.59

16. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. The Report on Corporate Governance as stipulated under Regulation 27 of the SEBI Listing Regulations forms part of this report as "Annexure V". The Company is in full compliance with the requirements and disclosures made in this regard. The requisite certificate from M/s. Nishant Bajaj & Associates, Company Secretaries in Practice, confirming compliance of the Corporate Governance requirements is annexed to the Corporate Governance Report, forming part of this Directors'' Report.

17. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of section 135 of the Act and the rules made thereunder, your Company has

constituted a Corporate Social Responsibility Committee ("CSR Committee"). The role of the CSR Committee is to formulate an annual action plan in pursuance of CSR policy and review CSR activities of the Company periodically and recommend to the Board amount of expenditure to be spent on CSR annually. The CSR policy of the Company, inter alia, provides for CSR vision of the Company including proposed CSR activities and its implementation, monitoring and reporting framework.

Your Company has adopted a CSR Policy for the Company which provides a broad framework with regard to implementation of CSR activities to be carried out by the Company in accordance with Schedule VII of the Act. The CSR Policy is available on the website of the Companyat the web-link: http://rajshreepolypack.com/wp-content/ uploads/2023/03/Amended-CSR-Policy-RPPL.pdf

During the financial year 2024-25, your Company has spent Rs. 28 Lakhs towards CSR activities. Your Company''s key objective is to make a difference to the lives of the underprivileged and local communities and is committed to CSR engagement. An Annual Report on CSR activities undertaken by the Company during the financial year 2024-25 is annexed herewith as "Annexure VI" Corporate Overview Statutory Reports.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of your Company''s Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Company''s website at the weblink: https://www.rajshreepolypack.com/ wp-content/uploads/2023/03/Whistle-blower-Policy.pdf

19. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted ''Internal Complaints Committee'' to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2024-25.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the year under review, there are no significant or material orders passed by the regulators or courts or tribunals impacting the Company''s going concern status and its future operations.

21. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as on March 31,2025 is available on the website of the Company and can be accessed at www.rajshreepolypack.com.

22. INFORMATION PURSUANT TO SECTION 197(12) OF THE ACT

Disclosures pertaining to remuneration and other required information pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Companies Remuneration Rules"), in respect of employees of the Company, is provided herewith as "Annexure VII" and forms part of the Directors'' Report. However, as per the second proviso clause to Rule 5(3) of the Companies Remuneration Rules, the statement pertaining to details of top 10 (ten) employees in terms of remuneration shall be made available to any shareholder on a specific request made by him/her in writing before the AGM date.

23. COMPLIANCE OF ACCOUNTING STANDARDS

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

24. COMPLIANCE OF SECRETARIAL STANDARDS

During the year, your Company has complied with the Secretarial Standards (SS-1 and SS-2), issued by the Institute of Company Secretaries of India and forming part of the Act, on meetings of the Board of Directors and General Meetings.

25. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3)(c) of the Act, the Board of Directors ("Board"), to the best of their knowledge and belief confirm as under:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. The Board had selected appropriate 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 as at the end of the financial year March 31, 2025 and of the Profit and Loss of the Company for the financial year ended March 31,2025;

iii. The Board had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Board had prepared the annual accounts on a going concern basis;

v. The Board had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

vi. The Board had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, of any instances of fraud committed against the Company by its officers or employees, as required under Section 143(12) of the Act.

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report.

28. CHANGE IN THE NATURE OF COMPANY''S BUSINESS

There has been no change in the nature of business of the Company.

29. RISK MANAGEMENT POLICY

The provisions of Regulation 21 (Risk Management Committee) of the SEBI Listing Regulations do not apply to our Company. However, pursuant to Regulation 17(9) of the SEBI Listing Regulations, the Company has implemented a Risk Management framework which is comprehensive in nature, providing guidance on identification and mitigation of the various risks that the Company may face in the conduct of its business.

The specific objectives of this framework are:

• To identify and assess various business risks arising out of internal and external factors that affect the business of the Company;

• To work out methodology for managing and mitigating the risks;

• To establish a framework for the Company''s risk management process and to ensure its implementation;

• To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices; and

• To assure business continuity, sustained growth with financial stability.

30. SHARE CAPITAL

The details of Share capital of the Company is as under:

Particulars

As at March 31, 2025

As at March 31, 2024

Number of Shares

(Rs. in Lakhs)

Number of Shares

(Rs. in Lakhs)

a. Authorised Capital: Equity Shares

8,00,00,000 of ? 5/-each1

4,000.00

4,00,00,000 of ?10/-each1

4,000.00

b. Issued & Subscribed Capital: Equity Shares

7,33,44,000 of ? 5/-each1

3,667.20

3,66,52,000 of ?10/-each1

3,665.20

c. Paid-up Capital: Equity Shares

7,33,44,000 of ? 5/-each1

3,667.20

3,66,52,000 of ? 10/-each1

3,665.20

31. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from various stakeholders including financial institutions and banks, Government authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors take this opportunity to place on record their appreciation for the committed services rendered by the employees of the Company at all levels, who have contributed significantly towards the Company''s performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

1

During the year, the shareholders of the Company in it''s 13th Annual General Meeting held on August 29, 2024 had approved Sub-Division/Split of Equity Shares from the Face Value of Rs. 10/- per share to Rs. 5/- per share Equity Shares of the Company.


Mar 31, 2024

The Board of Directors ("Board") have pleasure in submitting the 13th Annual report of the business and operations of your Company, along with the audited financial statements, for the financial year ended March 31,2024.

1. FINANCIAL RESULTS

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014.

The financial statements for the financial year ended March 31,2024 and March 31,2023 are Ind AS compliant.

The financial highlights of your Company for the year ended March 31,2024 are summarized as follows:

(Rs. In Lakhs)

Particulars

Year ended March 31,2024

Year ended March, 31,2023

Standalone

Consolidated

Standalone

Consolidated

Total Income

27,794.54

27,729.44

25,446.64

25,429.32

EBITDA

3,671.03

3,585.19

3,548.69

3,526.79

Less:

Depreciation

1,554.64

1,554.64

13,91.83

1,391.83

EBIT

2,116.39

2,030.55

21,56.86

2,134.96

Less: Finance Cost

837.90

837.90

700.95

700.95

Profit before exceptional items and tax

1,278.49

1,192.65

1,455.91

1,434.01

Less: Exceptional items

0

0

-

-

Profit Before Tax

1,278.49

1,192.65

1,455.91

1,434.01

Less: Tax

328.52

328.52

368.04

368.04

Profit after Tax

949.97

864.14

1,087.87

1,065.97

Other

Comprehensive

Income

(30.52)

(30.52)

7.22

7.22

Total

Comprehensive

Income

919.45

833.61

1,095.09

1,073.19

Earnings Per

share ("EPS")

2.63

2.39

3.17

3.11

2. AMOUNT PROPOSED TO BE CARRIED TO ANY RESERVES

The Company does not propose to carry any amount to general reserve.

3. FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

Your Company is a market leader in Rigid Thermoformed Packaging Products and has worked hard to maintain its position in this field. The fiscal year 2023-24 was yet another difficult year due to geopolitical unrest, which caused unprecedented price volatility in raw materials and an inflationary climate. Despite these obstacles, the Company has achieved substantial revenue growth in the said financial year.

Our financial performance for the year 2023-24 is as follows:

• Revenue from operation has increased to '' 27,439.15 Lakhs in financial year 2023-24 as compared to '' 25,219.24 lakhs in financial year 2022-23. The year on year ("Y-O-Y") growth is 8.80%.

• Earnings Before Interest Depreciation Tax and Amortization ("EBITDA") has increased to '' 3,671.03 Lakhs in financial year 2023-24 as compared to '' 3,548.69 lakhs in financial year 2022-23. The Y-O-Y growth is 3.45%.

The Company is engaged in the business of manufacturing of barrier plastic rigid sheets, semi rigid sheets for FFS application and thermoformed primary packaging products & injection molded products for dairy, food and beverages industry;

4. FINANCE

4.1 Your Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through a process of continuous monitoring.

4.2 Rating

The Company''s bank facilities are rated by CRISIL Ratings Limited ("CRISIL"). There is no change in the ratings of the Company. CRISIL has reaffirmed its ratings on the bank facilities of the Company as under:

Total Bank Loan Facilities Rated

Rs. 84.38 Crores

Long term rating

CRISIL BBB /Stable (Reaffirmed)

4.3 Deposits

No public deposits as defined under chapter V of the Act have been accepted by the Company during the year under review.

4.4 Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

5. MODERNIZATION AND OTHER CAPITAL PROJECTS

Various modernization and de-bottlenecking actions were carried out by your Company throughout the fiscal year 2023-24.

• Extrusion capacity of the Company has increased by 1,800 MT from 18,200 MT of the FY 2023 to 20,000 MT of the FY 2024 and further printing capacity has increased by 160 Mn Pcs from 940 Mn Pcs of the FY 2023 to 1100 Mn Pcs of FY 2024 by improving it''s technical feature and strategy.

• Replaced obsolete forming equipment with new machines with robotic packing features, which reduced human interaction and maintained product hygiene.

• The Company has installed a machine forThermoforming by which the capacity has increase by 500 MT from 8770 MT of FY 2023 to 9,270 MT of the FY 2024.

6. JOINT VENTURE /SUBSIDIARIES

As on March 31, 2024, your Company has 1 (one) Joint Venture- Olive Ecopak Private Limited ("JV Company"). The highlights of the financial performance of the JV Company for the financial year 2023 - 24 are disclosed in form AOC -1, which annexed herewith as "Annexure I" to the Directors'' Report.

The Company has no subsidiary and associate company, as on March 31,2024.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The detailed review of the operations, state of affairs, performance and outlook of the Company and its business as stipulated under Regulation 34 of the SEBI Listing Regulations, is presented in a separate section forming part of the Annual Report under the head ‘Management Discussion and Analysis’.

8. EMPLOYEE STOCK OPTION PLAN("ESOP")

Equity based compensation is an integral part of employee compensation across sectors which enables alignment of personal goals of the employees with organizational objectives by participating in the ownership of the Company through share-based compensation scheme/plan.

Your Company believes in rewarding its employees for their continuous hard work, dedication and support, which has led the Company, on the growth path.

In line with the aforesaid, the shareholders of the Company on August 4, 2022 approved Rajshree Polypack Limited-Employee Stock Option Plan 2022 ("RPPL ESOP 2022"), wherein the Company provided for the creation and issue of 5,63,000 options that would eventually convert into equity shares of Rs. 10/- each in the hands of the Company''s employees.

RPPL ESOP 2022 is in accordance with the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 including any amendments thereto ("SEBI Guidelines/ Regulations").

The Company had made a grant of 3,900 options, which was approved by Nomination & Remuneration Committee in their meeting held on October 31,2023.

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the RPPL ESOP-2022 in accordance with the SEBI Guidelines/ Regulations.

Requisite disclosures as required under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is annexed to this Annual Report as ‘Annexure II''.

The Secretarial Auditors'' Certificate would be placed at the forthcoming AGM pursuant to Regulation 13 of the said Regulations. Grant wise details of options vested, exercised and cancelled are provided in the notes to the standalone financial statements.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

9.1 Retirement by rotation

At the 13th Annual General Meeting ("AGM") of the Company and in accordance with the applicable provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Naresh Radheshyam Thard shall be liable to retire by rotation and being eligible, offers himself for reappointment.

Necessary resolution for his re-appointment is included as Item No. 2 in the AGM Notice (which will be placed in next Board Meeting), for seeking approval of the members of the Company.

A brief resume of the Director proposed to be re-appointed is given as an "Annexure A" in the AGM Notice (which will be placed in next Board Meeting).

9.2 Appointment and Resignation of Directors

(i) Mr. Pradeep Kumar Gupta (DIN: 08335342), has completed his first term of 5 (five) consecutive years as an Independent Director of the Company on January 24, 2024 and consequently, he ceases to be an Independent Director of the Company w.e.f. the close of business hours on January 24, 2024.

9.3 Independent Directors (A statement on declaration given by independent directors under sub-section (6) of section 149 of the Act)

In accordance with the provisions of Section 149(7) of the Act, Mr. Rajesh Satyanarayan Murarka, Mr. Praveen Bhatia and Ms. Yashvi Shah, Independent Directors of the Company as on March 31, 2024 have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1) (b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the Independent Director''s databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of strategy, planning and execution, management and leadership, functional and managerial experience, legal and risk management, corporate governance systems and practices, finance, banking and accounts and they hold highest standards of integrity.

During the year 2023-24 a separate meeting of Independent Directors was held on March 26, 2024, without the presence

of executive directors or management representatives and the following matters were discussed:

• the performance of non-Independent directors and the Board as a whole;

• the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors; and

• assess 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.

9.4 Key Managerial Personnel (KMPs)

Pursuant to the provisions of sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following are the KMPs of the Company as on 31st March, 2024:

Sr.

No

Name of the KMPs

Designation

1.

Mr. Ramswaroop Radheshyam Thard

Chairman & Managing Director

2.

Mr. Naresh Radheshaym Thard

Joint Managing Director

3.

Mr. Anand Sajjankumar Rungta

Whole-time Director

4.

Mr. Sunil Sawarmal Sharma

Chief Financial Officer

5.

Ms. Mitali Rajendra Shah

Company Secretary & Compliance Officer.

9.5 Board Effectiveness

9.5.1 Independent Directors'' Familiarization Policy

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Board has framed a policy to familiarize the Independent Directors about the Company titled ‘Familiarization Programme for Independent Directors’ ("Familiarization Policy"). The Familiarization Policy is available on the website of the Company at the weblink: https://rajshreepolypack. com/wp-content/uploads/2021/09/Familiarization-Programme-for-Independent-Directors.pdf

The Familiarization Policy of the Company seeks to familiarize all new Independent Directors with the working of the Company, their roles, rights and responsibilities with respect to the Company, the industry in which the Company operates, business model, etc.

9.5.2 Board Evaluation

The evaluation of all directors, committees of the Board, Chairman and the Board as a whole was carried out by the Board itself, as per the provisions of the Act and SEBI Listing Regulations.

The evaluation was conducted based on the criteria and framework adopted by the Board. The evaluation parameters and the process has been explained in the Corporate Governance Report.

9.5.3 Criteria for selection of Directors, KMPs and Senior leadership positions and their remuneration

On the recommendation of the Nomination and Remuneration Committee, the Board of the Company has adopted a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The policy is available on the Company''s website at the web-link: http://rajshreepolypack.com/demo/ wp-content/uploads/2023/03/NRC-Policy.pdf

The policy contains, inter-alia, principles governing Directors'', KMPs, Senior Management Personnel appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Directors, etc.

9.5.4. Committees of the Board

As on March 31, 2024, the Board had 5 (five) committees-Audit Committee ("AC"), Nomination and Remuneration Committee ("NRC"), the Corporate Social Responsibility Committee ("CSR Committee"), the Stakeholders'' Relationship Committee ("SRC"), the Executive Committee ("EC") (the AC, NRC, CSR Committee, SRC and EC are collectively referred to as "Committees").

During the year, all recommendations made by the Committees were approved by the Board. A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report, which forms part of the Annual Report.

10. MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD

During the financial year 2023-24, 7 (seven) Board meetings were convened. The details of Board and Committee meetings held during the year under review, are given in the Corporate Governance Report, forming part of this Annual Report. The gap between these meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

11. AUDIT COMMITTEE

During the financial year 2023-24, 6 (six) Audit Committee meetings were convened. The details pertaining to the composition of the Audit Committee is given in the Corporate Governance Report, forming part of the Annual Report. The Board has accepted all recommendations of the Audit Committee during the year under review.

12. PARTICULARS OF CONTRACTS WITH RELATED PARTIES/ RELATED PARTY TRANSACTIONS

In accordance with the relevant provisions of the Act and rules framed thereunder and Regulation 23 of the SEBI Listing Regulations, the Company has in place a Related Party Transaction ("RPT") Policy. All related party transactions ("RPT") entered into during the financial year 2023-24 were in accordance with the Company''s RPT Policy and on an arms'' length basis and in the ordinary course of business. All RPTs are placed before the Audit Committee and the Board for approvals.

As required under the Act, the prescribed Form AOC-2 is appended as "Annexure III" to the Directors'' Report.

Your Company did not enter into any material RPTs during the year under review.

The RPT Policy as approved by the Board is uploaded on the Company''s website and is available at the web-link: http:// rajshreepolypack.com/wp-content/uploads/2023/03/RPT-Policy-14.02.2022.pdf

13. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company remains committed to improve the effectiveness of internal financial controls and processes which would help in efficient conduct of its business operations, ensure security to its assets and timely preparation of reliable financial information. The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board. The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly. The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets. The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Statutory Auditors and the Internal Auditors are invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any. There are no observations of Statutory Auditors as well as Internal Auditors.

14. AUDITOR

14.1 Statutory Auditor-

The first term of 5 consecutive years of the Statutory Auditors M/s. MSKA & Associates, Chartered Accountants (ICAI Firm Registration No. 105047W) shall end at the conclusion of ensuing Annual General Meeting. Since M/s. MSKA & Associates has intimated about their non-availability for reappointment as Statutory Auditors of the Company for the second term of 5 consecutive years, the Company has approached M/s. Singrodia & Co. LLP, Chartered Accountants (Firm Registration No. W100280) for the said purpose.

M/s Singrodia & Co. LLP is one of India''s leading professional advisory firms, providing assurance, taxation, regulatory advisory and transaction advisory services to a wide range of local as well as multinational clients. The firm has a unique blend of experts in the field of taxation and audit to enable discovery of tax omissions & evasion. The firm assists the clients at each stage of their journey from set up to growth, to stabilisation and beyond. The firm offers host of services ranging in the spectrum of Audit and Assurance, Domestic and International Tax, Transfer Pricing, Indirect Taxes, Mergers Acquisition services, FEMA, Due Diligence Business

Transaction Advisory etc. The firm has rich experience to serve Large Corporates, Small and Medium Enterprises (SMEs) and Owner Managed Businesses.

The Audit Committee and Board of Directors of the Company in its ensuing meeting respectively shall consider the matter of appointment of M/s Singrodia & Co. LLP as Statutory Auditors, subject to the approval of shareholders, from the conclusion of ensuing Annual General Meeting till the conclusion of 18th Annual General Meeting to be held in the year 2029. The appointment of M/s Singrodia & Co. LLP as Statutory Auditors for the said period in accordance with the provisions of Section 139 of the Companies Act, 2013 and rules made there under at such remuneration as shall be fixed by the shareholders.

14.2 Secretarial Auditor-

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Nishant Bajaj & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended March 31,2024. The Secretarial Audit Report for the financial year ended March 31, 2024 is enclosed to this report as "Annexure IV". The Secretarial Audit Report is self-explanatory and thus does not require any further comments.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

In addition to the above and pursuant to SEBI circular dated February 8, 2019, a report on Secretarial Compliance for the financial year 2023-24 has been submitted to the National Stock Exchange of India Limited.

14.3 Cost Auditor-

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company are required to be audited. The Board on the recommendation of the Audit Committee, has appointed M/s. V.J. Talati, Cost Accountants bearing Firm Registration Number: R00213 to audit the cost records relating to the Company''s units for the financial year ending on March 31, 2025, at a remuneration as specified in the Notice convening the 13th AGM. (refer Item No. 4) .

As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking members'' ratification for the remuneration payable to M/s. V.J. Talati, Cost Accountants is included at Item No. 4 of the Notice convening the 13th AGM.

14.4 Internal Auditor-

The Board, upon the recommendation of the Audit Committee, has re-appointed M/s. ProDigy Consultancy firm, as the Internal Auditor of the Company for financial year 2024-2025.

15. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details regarding ''energy conservation, technology absorption and foreign exchange earnings and outgo'' as required under Section 134(3)(m) of the Act read with rule 8(3) of the Companies (Accounts) Rules, 2014 are mentioned below:

A. CONSERVATION OF ENERGY-

i) Steps taken or impact on conservation of energy:

• The Company has change the piping and Pump Tank System of Chillers and Cooling Towers resulting in the reduced energy consumption of the chiller load. Presently One installed Chiller is idle (65TR) out of the total (403TR). This resulted in reduction of 5 Lakh units per year (power savings)

• By removing 12 pumps from the system we have reduced energy consumption by 3,50,000 Units per Year.

ii) The steps taken by the company for utilizing alternate sources of energy:

Your Company generated 4,11,470 units from another source, namely solar rooftop, which saved about 80,100 deforestation.

Because of the aforesaid actions, total carbon emissions from all Units were reduced by 1669 tonnes.

iii) The capital investment on energy conservation equipment: '' 50 Lakhs.

B. TECHNOLOGY ABSORPTION-

Your Company continued its Research & Development efforts in technologies, designs & development and products to augment its growth. The focus is on developing new combinations of materials for enhancing the functional performance of the packaging material and aesthetics. Company work very closely with the Product - Packaging Development teams of our customers, contributing to their efforts in creating the desired packaging solutions.

a. The efforts made towards technology absorption:

(i) Throughout the year, the Company experimented with IML technology.

(ii) Replaced outdated thermoforming machines with new thermoforming equipment with robotic packing features, decreasing human interaction and maintaining product hygiene.

b. The benefits derived like product improvement, cost reduction, product development or import substitution.

i) The Company can enhance product quality and hygiene by implementing a new thermoforming equipment.

c. Details of expenditure on Research and Development during the year under review is as under:

Your Company operates in an industry which requires continuous technology upgradation for manufacturing products and research activities to stay ahead of the market. During the financial year 2023-24, your Company has incurred an expenditure of '' 1.81 Lakhs on Research & Development.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs. in lakhs)

Particulars

2023-24

2022-23

Actual Foreign earnings

Exchange

6035.00

1,515.90

Actual Foreign outgo

Exchange

4498.59

4,636.81

16. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. The Report on Corporate Governance as stipulated under Regulation 27 of the SEBI Listing Regulations forms part of this report as "Annexure V". The Company is in full compliance with the requirements and disclosures made in this regard. The requisite certificate from M/s. Nishant Bajaj & Associates, Company Secretaries in Practice, confirming compliance of the Corporate Governance requirements is annexed to the Corporate Governance Report, forming part of this Directors'' Report.

17. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of section 135 of the Act and the rules made thereunder, your Company has constituted a Corporate Social Responsibility Committee. ("CSR Committee") The role of the CSR Committee is to formulate an annual action plan in pursuance of CSR policy and review CSR activities of the Company periodically and recommend to the Board amount of expenditure to be spent on CSR annually. The CSR policy of the Company, inter alia, provides for CSR vision of the Company including proposed CSR activities and its implementation, monitoring and reporting framework.

Your Company has adopted a CSR Policy for the Company which provides a broad framework with regard to implementation of CSR activities to be carried out by the Company in accordance with Schedule VII of the Act. The CSR Policy is available on the Company''s website at the web-link: http://rajshreepolypack.com/wp-content/uploads/2023/03/ Amended-CSR-Policy-RPPL.pdf

During the financial year 2023-24, your Company has spent Rs. 28.50 Lakhs towards CSR activities. Your Company''s key objective is to make a difference to the lives of the

underprivileged and local communities and is committed to CSR engagement. An Annual Report on CSR activities undertaken by the Company during the financial year 2023-24 is annexed herewith as "Annexure VI" Corporate Overview Statutory Reports.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Company''s Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Company''s website at the weblink: https://www.rajshreepolypack.com/ wp-content/uploads/2023/03/Whistle-blower-Policy.pdf

19. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted ''Internal Complaints Committee'' to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2023-24.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the year under review, there are no significant or material orders passed by the regulators or courts or tribunals impacting the Company''s going concern status and its future operations.

21. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as on March 31,2024 is available on the website of the Company and can be accessed at www.rajshreepolypack.com.

22. INFORMATION PURSUANT TO SECTION 197(12) OF THE ACT

Disclosures pertaining to remuneration and other required information pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Companies Remuneration Rules"), in respect of employees of the Company, is provided herewith as "Annexure VII" and forms part of the Directors'' Report. However, as per the second proviso clause to Rule 5(3) of the Companies Remuneration Rules, the statement pertaining to details of top 10 (ten) employees in terms of remuneration shall be made available

to any shareholder on a specific request made by him/her in writing before the AGM date.

23. COMPLIANCE OF ACCOUNTING STANDARDS

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

24. COMPLIANCE OF SECRETARIAL STANDARDS

During the year, your Company has complied with the Secretarial Standards (SS-1 and SS-2), issued by the Institute of Company Secretaries of India and forming part of the Act, on meetings of the Board of Directors and General Meetings.

25. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3)(c) of the Act, the Board of Directors ("Board") , to the best of their knowledge and belief confirm as under:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. The Board had selected appropriate 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 as at the end of the financial year March 31, 2024 and of the Profit and Loss of the Company for the financial year ended March 31,2024;

iii. The Board had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Board had prepared the annual accounts on a going concern basis;

v. The Board had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

vi. The Board had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, of any instances of fraud committed against the Company by its officers or employees, as required under Section 143(12) of the Act.

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE

FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report.

28. CHANGE IN THE NATURE OF COMPANY''S BUSINESS

There has been no change in the nature of business of the Company.

29. RISK MANAGEMENT POLICY

The provisions of Regulation 21 (Risk Management Committee) of the SEBI Listing Regulations do not apply to our Company. However, pursuant to Regulation 17(9) of the SEBI Listing Regulations, the Company has implemented a Risk Management framework which is comprehensive in nature, providing guidance on identification and mitigation of the various risks that the Company may face in the conduct of its business.

The specific objectives of this framework are:

• To identify and assess various business risks arising out of internal and external factors that affect the business of the Company;

• To work out methodology for managing and mitigating the risks;

• To establish a framework for the Company''s risk management process and to ensure its implementation;

• To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices; and

• To assure business continuity, sustained growth with financial stability.

30. SHARE CAPITAL

The details of Share capital of the Company is as under:

Particulars

As at March 31, 2024

As at March 31, 2023

Number of Shares

(Rs. in Lakhs)

Number of Shares

(Rs. in Lakhs)

a. Authorised Capital: Equity Shares of ? 10/-each1

4,00,00,000

4,000.00

12,500,000

1,250.00

b. Issued & Subscribed Capital: Equity Shares of ? 10/- each#

3,66,52,000

3,665.20

1,14,49,000

1,144.90

c. Paid-up Capital# Equity Shares of ? 10/- each fully paid up

3,66,52,000

3,665.20

1,14,49,000

1,144.90

on November 8, 2023

b. Further, Increase in Authorised Share Capital from Rs. 15,00,00,000/-to Rs. 40,00,00,000/- vide Postal Ballot Notice dated January 17, 2024.

• Pursuant to a resolution passed by the Board of the Company by way of circulation for allotment of shares and convertible warrants on December 11,2023 which are as follows:

• 7,75,000 equity shares of the Company on preferential basis at a price of '' 209 per equity share (including share premium of '' 199 per equity share), aggregating to '' 1619.75 Lakhs.

• 3,00,000 Convertible Warrants which shall be converted into Equity shares in future date (25% amount is received by the Company) at a price of '' 209 per equity share (including share premium of '' 199 per equity share), aggregating to '' 627 Lakhs.

• Out of 7,75,000, 10,000 Equity shares were not listed and traded as on March 31, 2024.

The Company allotted the 2,28,98,000 and 15,30,000 Bonus shares in the ratio of 2:1 to the shareholders post approval of the shareholders vide postal ballot notice dated January 17, 2024. Further, as on 31st March 2024, 20,000 Bonus shares which were earlier kept in abeyance, are yet to be allotted after the approval from National Stock Exchange.

31. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from various stakeholders including financial institutions and banks, Government authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors take this opportunity to place on record their appreciation for the committed services rendered by the employees of the Company at all levels, who have contributed significantly towards the Company''s performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board For Rajshree Polypack Limited Sd/-

Ramswaroop Radheshyam Thard

Date : May 28, 2024 Chairman & Managing Director

Place: Thane (DIN:02835505)

1

The Company has increased the Authorised Share Capital

twice in the following manner

a. Increase in Authorised Share Capital from Rs. 12,50,00,000/-to Rs. 15,00,00,000/- in Extra Ordinary General Meeting held


Mar 31, 2023

The Directors are pleased to present the 12th Annual Report, together with the audited financial statements of your Company for the year ended March 31,2023.

1. FINANCIAL RESULTS

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014.

The financial statements for the financial year ended March 31,2023 and March 31,2022 are Ind AS compliant.

The financial highlights of your Company for the year ended March 31,2023 are summarized as follows:

(Rs. In Lakhs)

Particulars

Year ended March 31,2023

Year ended March, 31,2022

Standalone

Consolidated

Standalone

Total Income

25,446.64

25,429.32

19,965.36

EBITDA

3,548.69

3,526.79

2,698.98

Less:

Depreciation

1,391.83

1,391.83

1,103.85

EBIT

2,156.86

2,134.96

1,595.13

Less: Finance Cost

700.95

700.95

310.10

Profit before exceptional items and tax

1,455.91

1,434.01

1,285.03

Less: Exceptional items

-

-

-

Profit Before Tax

1,455.91

1,434.01

1,285.03

Less: Tax

368.04

368.04

327.89

Profit after Tax

1,087.87

1,065.97

957.14

Other

Comprehensive

Income

7.22

7.22

(2.04)

Total

Comprehensive

Income

1,095.09

1,073.19

955.10

Earning Per share ("EPS”)

9.63

9.44

8.50


2. DIVIDEND

Your Directors at its meeting held on May 15, 2023 are pleased to recommend a dividend of ? 0.50 paisa per equity share amounting to ?57.245 lakhs (Rupees Fifty Seven Lakhs Twenty Four Thousand Five Hundred Only) (subject to deduction of TDS as per Section 194 of the Income Tax Act, 1961) for the financial year ended March 31,2023, subject to the approval of the members at the forthcoming 12th Annual General Meeting (AGM) of the Company. The dividend is payable to those shareholders whose names appear in the Register of Members as on Thursday, August 24, 2023.

3. AMOUNT PROPOSED TO BE CARRIED TO ANY RESERVES

The Company does not propose to carry any amount to general reserve.

4. FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

Your Company is a market leader in Rigid Thermoformed Packaging Products and has worked hard to maintain its position in this field. The fiscal year 2022-23 was yet another difficult year due to geopolitical unrest, which caused unprecedented price volatility in raw materials and an inflationary climate. Despite these obstacles, the Company has achieved substantial revenue growth in the said financial year.

Our financial performance for the year 2022-23 is as follows:

• Revenue from operation has increased to ?25,219.24 Lakhs in financial year 2022-23 as compared to ?19,855.64 Lakhs in financial year 2021-22. The year on year ("Y-O-Y") growth is 27% and 3 years Compounded Annual Growth Rate ("CAGR") is 26.12%.

• Earning Before Interest Depreciation Tax and Amortization ("EBITDA") has increased to ? 3,549 Lakhs in financial year 2022-23 as compared to ? 2,699 lakhs in financial year 2021-22. The Y-O-Y growth is 31.48% and 3 years CAGR is 21.02%.

• Cash Profit has increased to ?2,558 Lakhs in financial year 2022-23 as compared to ?2,129 Lakhs in financial year 2021-22. The Y-O-Y growth is 20.15% and 3 years CAGR is 18.33%.

• Return on Capital Employed has improved to 12.94% in financial year 2022-23 as compared to 11.17% 2021-22.

The Company is engaged in the business of manufacturing of barrier plastic rigid sheets, semi rigid sheets for FFS application and thermoformed primary packaging products & injection molded products for dairy, food and beverages industry.

5. FINANCE

5.1 Your Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through a process of continuous monitoring.

5.2 Rating

The Company''s bank facilities are rated by CRISIL Ratings Limited ("CRISIL"). There is no change in the ratings of the Company. CRISIL has reaffirmed its ratings on the bank facilities of the Company as under:

Total Bank Loan Facilities Rated

? 53 Crores

Long term rating

CRISIL BBB / Stable (Reaffirmed)

5.3 Deposits

No public deposits as defined under chapter V of the Act have been accepted by the Company during the year under review.

5.4 Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

6. MODERNIZATION AND OTHER CAPITAL PROJECTS

Various modernization and de-bottlenecking actions were carried out by your Company throughout the fiscal year 2022-23.

• A new PET Extrusion line with a variety of features was installed at Unit-I (New), allowing it to employ up to 30% post-consumer recycled material.

• Replaced obsolete forming equipment with new machines with robotic packing features, which reduced human interaction and maintained product hygiene.

• On an exclusive basis, the Company has entered into the manufacturing of injection molding products for food packaging with a third-party manufacturer with an initial installed capacity of 1,000 MTPA.

• During the year, the company invested ?900 Lakhs in its Joint Venture Company, Olive Ecopack Private Limited ("JV Company"). This JV Company will primarily manufacture sustainable packaging products for the Food Service Industry. The manufacturing facility is being built as per the schedule, and orders for several machines have already been placed, with advance payments made to suppliers.

7. JOINT VENTURE /SUBSIDIARIES

As on March 31, 2023, your Company has 1 (one) Joint Venture- Olive Ecopak Private Limited ("JV Company"). The highlights of the financial performance of the JV Company for the financial year 2022-23 are disclosed in form AOC - 1, which annexed herewith as "Annexure I" to the Directors'' Report.

The Company has no subsidiary and associate company, as on March 31, 2023.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The detailed review of the operations, state of affairs, performance and outlook of the Company and its business as stipulated under Regulation 34 of the SEBI Listing Regulations, is presented in a separate section forming part of the Annual Report under the head ‘Management Discussion and Analysis’.

9. EMPLOYEE STOCK OPTION PLAN("ESOP")

Equity based compensation is an integral part of employee compensation across sectors which enables alignment of personal goals of the employees with organizational objectives by participating in the ownership of the Company through share-based compensation scheme/plan.

Your Company believes in rewarding its employees for their continuous hard work, dedication and support, which has led the Company, on the growth path.

In line with the aforesaid, the shareholders of the Company on August 4, 2022 approved Rajshree Polypack Limited-Employee Stock Option Plan 2022 ("RPPL ESOP-2022"), wherein the Company provided for the creation and issue of 5,63,000 options that would eventually convert into equity shares of ''10/- each in the hands of the Company''s employees.

RPPL ESOP-2022 is in accordance with the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 including any amendments thereto ("SEBI Guidelines/ Regulations").

The Company had made a grant of 16,500 options, which was approved by Nomination & Remuneration Committee in their meeting held on February 6, 2023.

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the RPPL ESOP-2022 in accordance with the SEBI Guidelines/ Regulations.

Requisite disclosures as required under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is annexed to this Annual Report as ‘Annexure II''.

The Secretarial Auditors'' Certificate would be placed at the forthcoming AGM pursuant to Regulation 13 of the said Regulations. Grant wise details of options vested, exercised and cancelled are provided in the notes to the standalone financial statements.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL10.1 Retirement by rotation

At the 12th Annual General Meeting ("AGM") of the Company and in accordance with the applicable provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Anand Sajjankumar Rungta (DIN: 02191149), is liable to retire by rotation and being eligible, offers himself for reappointment.

Necessary resolution for his re-appointment is included as Item No. 3 in the AGM Notice, for seeking approval of the members of the Company.

A brief resume of the Director proposed to be re-appointed is given as an "Annexure B" in the AGM Notice.

10.2 Appointment and Resignation of Directors

(i) Mrs. Sangeeta Sarin (DIN:08659655) resigned w.e.f April 18, 2022 due to her pre-occupation.

(ii) Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Ms. Yashvi Shah (DIN:08002543) as Additional Director (Independent) w.e.f May 30, 2022 for a term of 5(five) years, not liable to retire by rotation. Her appointment as Independent Director of the Company was confirmed vide resolution passed by way of postal ballot dated August 4, 2022.

(iii) Mr. Rajesh Satyanarayan Murarka (DIN:01501322) was re-appointed as non-executive, Independent director of the Company for a second term of five (5) years in the 11th AGM dated September 29, 2022. His reappointment is effective from November 20, 2022 to November 19, 2027.

(iv) Mr. Alain Edmond Berset (DIN: 07181896) resigned from the post as the nominee director of the Company (on behalf of Wifag Polytype Holding AG, "Wifag") w.e.f March 10, 2023.

10.3 Independent Directors (A statement on declaration given by independent directors under sub-section (6) of section 149 of the Act)

In accordance with the provisions of Section 149(7) of the Act, Mr. Rajesh Satyanarayan Murarka, Mr. Praveen Bhatia, Mr. Pradeep Kumar Gupta and Ms. Yashvi Shah, Independent Directors of the Company as on March 31,2023 have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1)(b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the Independent Director''s databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

During the financial year 2022-23, Ms. Yashvi Shah was appointed as Independent Director of your Company. She is experienced in handling legal and secretarial matters. Thus, in the opinion of the Board, she is a person of integrity. Further, The Board is of the opinion that all the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of strategy, planning and execution, management and leadership, functional and managerial experience, legal and risk management, corporate governance systems and practices, finance, banking and accounts and they hold highest standards of integrity.

During the financial year 2022-23 a separate meeting of Independent Directors was held on March 31, 2023, without the presence of executive directors or management representatives and the following matters were discussed:

• the performance of non-Independent directors and the Board as a whole;

• the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors; and

• assess 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.

10.4Key Managerial Personnel (KMPs)

Pursuant to the provisions of sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following are the KMPs of the Company:

• Mr. Ramswaroop Radheshyam Thard, Chairman & Managing Director;

• Mr. Naresh Radheshaym Thard, Joint Managing Director;

• Mr. Anand Sajjankumar Rungta, Whole-time Director;

• Mr. Sunil Sawarmal Sharma, Chief Financial Officer and

• Ms. Mitali Rajendra Shah, Company Secretary & Compliance Officer.

10.5 Board Effectiveness10.5.1 Independent Directors'' Familiarization Policy

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Board has framed a policy to familiarize the Independent Directors about the Company titled ‘Familiarization Programme for Independent Directors’ ("Familiarization Policy"). The Familiarization Policy is available on the website of the Company at the weblink:http:// rajshreepolypack.com/wp-content/uploads/2023/03/ Familiarization-Programme-for-Independent-Directors.pdf

The Familiarization Policy of the Company seeks to familiarize all new Independent Directors with the working of the Company, their roles, rights and responsibilities with respect to the Company, the industry in which the Company operates, business model, etc.

10.5.2 Board Evaluation

The evaluation of all directors, committees of the Board, Chairman and the Board as a whole was carried out by the Board itself, as per the provisions of the Act and SEBI Listing Regulations.

The evaluation was conducted based on the criteria and framework adopted by the Board. The evaluation parameters and the process has been explained in the Corporate Governance Report.

10.5.3 Criteria for selection of Directors, KMPs and Senior leadership positions and their remuneration

On the recommendation of the Nomination and Remuneration Committee, the Board of the Company has adopted a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The policy is available on the Company''s website at the web-link: http:// rajshreepolypack.com/wp-content/uploads/2023/03/ NRC-Policy.pdf

The policy contains, inter-alia, principles governing Directors'', KMPs, Senior Management Personnel appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Directors, etc.

10.5.4. Committees of the Board

As on March 31, 2023, the Board had 5 (five) committees-Audit Committee ("AC"), Nomination and Remuneration Committee ("NRC"), the Corporate Social Responsibility Committee ("CSR Committee"), the Stakeholders'' Relationship Committee ("SRC"), the Executive Committee ("EC") (the AC, NRC, CSR Committee, SRC and EC are collectively referred to as "Committees").

During the year, all recommendations made by the Committees were approved by the Board. A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report, which forms part of the Annual Report.

11. MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD

During the financial year 2022-23, 7(seven) Board meetings were convened. The details of Board and Committee meetings held during the year under review, are given in the Corporate Governance Report, forming part of this Annual Report. The gap between these meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

12. AUDIT COMMITTEE

During the financial year 2022-23, 7(seven) Audit Committee meetings were convened. The details pertaining to the composition of the Audit Committee is given in the Corporate Governance Report, forming part of the Annual Report. The Board has accepted all recommendations of the Audit Committee during the year under review.

13. PARTICULARS OF CONTRACTS WITH RELATED PARTIES/ RELATED PARTY TRANSACTIONS

In accordance with the relevant provisions of the Act and rules framed thereunder and Regulation 23 of the SEBI Listing Regulations, the Company has in place a Related Party Transaction ("RPT") Policy. All related party transactions ("RPT") entered into during the financial year 2022-23 were in accordance with the Company''s RPT Policy and on an arms'' length basis and in the ordinary course of business. All RPTs are placed before the Audit Committee and the Board for approvals.

As required under the Act, the prescribed Form AOC-2 is appended as "Annexure III" to the Directors'' Report.

Your Company did not enter into any material RPTs during the year under review.

The RPT Policy as approved by the Board is uploaded on the Company''s website and is available at the web-link:http://rajshreepolypack.com/wp-content/ uploads/2023/03/RPT-Policy-14.02.2022.pdf.

14. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company remains committed to improve the effectiveness of internal financial controls and processes which would help in efficient conduct of its business operations, ensure security to its assets and timely preparation of reliable financial information. The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board. The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly. The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets. The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Statutory Auditors and the

Internal Auditors are invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any. There are no observations of Statutory Auditors as well as Internal Auditors.

15. AUDITOR15.1 Statutory Auditor-

Pursuant to the provisions of Section 139 of the Act, M/s. MSKA & Associates, Chartered Accountants (ICAI Firm Registration No. 105047W) are the Statutory Auditors of the Company, as per their appointment at the 8th AGM of the Company held on September 27, 2019, for a period of 5 (five) years.

The requirement of seeking ratification of members for continuing the appointment of Statutory Auditors at every AGM was withdrawn by the Companies (Amendment) Act, 2017 w.e.f. May 7, 2018.

M/s. MSKA & Associates, Chartered Accountants have confirmed that they are eligible and are in compliance with the provisions specified under Section 141(3)(g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014. The Report of the Statutory Auditor forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

15.2 Secretarial Auditor-

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Nishant Bajaj & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended March 31,2023. The Secretarial Audit Report for the financial year ended March 31, 2023 is enclosed to this report as "Annexure IV". The Secretarial Audit Report is self-explanatory and thus does not require any further comments.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

In addition to the above and pursuant to SEBI circular dated February 8, 2019, a report on Secretarial Compliance for the financial year 2022-23 has been submitted to the National Stock Exchange of India Limited.

15.3 Cost Auditor-

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company are required to be audited. The Board on the recommendation of the Audit Committee, has appointed M/s. V. J. Talati & Co., Cost Accountants bearing Firm Registration Number: R00213 to audit the cost records relating to the Company''s

units for the financial year ending on March 31, 2024, at a remuneration as specified in the Notice convening the 12th AGM (refer Item No. 4).

As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking members''ratification for the remuneration payable to M/s. V. J. Talati & Co., Cost Accountants is included at Item No. 4 of the Notice convening the 12th AGM.

15.4Internal Auditor-

The Board, upon the recommendation of the Audit Committee, has appointed M/s. ProDigy Consultancy firm, as the Internal Auditor of the Company for financial year 2023-2024, on account of completion of tenure of M/s. CAS & Co. for the financial year 2022-23.

16. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details regarding ''energy conservation, technology absorption and foreign exchange earnings and outgo'' as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are mentioned below:

A. CONSERVATION OF ENERGY-i) Steps taken or impact on conservation of energy:

• Your Company has change the ducting and piping, which reduced the energy consumption of the chiller load of the Air Handling Unit (AHU) as well as the compressor load, from 210 TR to 105 TR. This resulted in 202118.4 units per year of power savings.

• Your Company replaced an outdated air compressor with a new one, saving 20,000 units of electricity per year.

• Your Company has also installed a variable frequency drive (VFD) on the AHU unit, which has helped to lower air volume by 30% and power consumption by 53,000 units per year.

• By redesigning the compressed air pipelines, your Company was able to eliminate a 40 KW air compressor, resulting in a savings of 1,65,000 units per year.

ii) The steps taken by the Company for utilizing alternate sources of energy:

Your Company generated 1,17,500 units from another source, namely solar rooftop, which saved about 20109 trees from deforestation. Because of the aforesaid actions, total carbon emissions from all Units were reduced by 364 tonnes.

iii) The capital investment on energy conservation equipment: ?22.92 Lakhs.

B. TECHNOLOGY ABSORPTION-

Your Company continued its Research & Development efforts in technologies, designs & development and products to augment its growth. The focus is on developing

new combinations of materials for enhancing the functional performance of the packaging material and aesthetics. Company work very closely with the Product - Packaging Development teams of our customers, contributing to their efforts in creating the desired packaging solutions.

a. The efforts made towards technology absorption:

i) Throughout the year, the Company conducted variety of trials with wide range of molds in injection molding process.

ii) Installed a new PET extrusion line with various features that allow for the utilization of up to 30% post-consumer recycled material.

iii) Replaced outdated thermoforming machines with new thermoforming equipment with robotic packing features, decreasing human interaction and maintaining product hygiene.

b. The benefits derived like product improvement, cost reduction, product development or import substitution.

i) The PET Extrusion line, which processes postconsumer recycled materials, enables us to make a substantial contribution to sustainability and recyclable materials.

ii) The Company can enhance product quality and hygiene by implementing a new thermoforming equipment.

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Your company introduced 9 layer rigid barrier technology from Europe in financial year 2020-21 which reduced imports of barrier packaging products.

d. Details of expenditure on Research and Development during the year under review is as under:

Your Company operates in an industry which requires continuous technology upgradation for manufacturing products and research activities to stay ahead of the market. During the financial year 2022-23, your Company has incurred an expenditure of ?4.91 Lakhs on Research & Development.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

('' in Lakhs)

Particulars

April 1, 2022 to

April 1, 2021 to

March 31, 2023

March 31, 2022

Actual Foreign Exchange earnings

1,515.90

1,176.83

Actual Foreign Exchange outgo

4,636.81

3,371.05

17. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. The Report on Corporate Governance as stipulated under Regulation

27 of the SEBI Listing Regulations forms part of this report as "Annexure V". The Company is in full compliance with the requirements and disclosures made in this regard. The requisite certificate from M/s. Nishant Bajaj & Associates, Company Secretaries in Practice, confirming compliance of the Corporate Governance requirements is annexed to the Corporate Governance Report, forming part of this Directors'' Report.

18. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Act and the rules made thereunder, your Company has constituted a Corporate Social Responsibility Committee. ("CSR Committee") The role of the CSR Committee is to formulate an annual action plan in pursuance of CSR policy and review CSR activities of the Company periodically and recommend to the Board amount of expenditure to be spent on CSR annually. The CSR policy of the Company, inter alia, provides for CSR vision of the Company including proposed CSR activities and its implementation, monitoring and reporting framework.

Your Company has adopted a CSR Policy for the Company which provides a broad framework with regard to implementation of CSR activities to be carried out by the Company in accordance with Schedule VII of the Act. The CSR Policy is available on the Company''s website at the web-link: http://rajshreepolypack.com/wp-content/uploads/2023/03/ Amended-CSR-Policy-RPPL.pdf

During the financial year 2022-23, your Company has spent ''24.75 Lakhs towards CSR activities. Your Company''s key objective is to make a difference to the lives of the underprivileged and local communities and is committed to CSR engagement. An Annual Report on CSR activities undertaken by the Company during the financial year 2022-23 is annexed herewith as "Annexure VI" Corporate Overview Statutory Reports.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Company''s Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Company''s website at the weblink: https://www.rajshreepolypack.com/ wp-content/uploads/2023/03/Whistle-blower-Policy.pdf

20. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has

been widely communicated internally. Your Company has constituted ''Internal Complaints Committee'' to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2022-23.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the year under review, there are no significant or material orders passed by the regulators or courts or tribunals impacting the Company''s going concern status and its future operations.

22. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as on March 31,2023 is available on the website of the Company and can be accessed at www.rajshreepolypack.com.

23. INFORMATION PURSUANT TO SECTION 197(12) OF THE ACT

Disclosures pertaining to remuneration and other required information pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Companies Remuneration Rules"), in respect of employees of the Company, is provided herewith as "Annexure VII"and forms part of the Directors'' Report. However, as per the second proviso clause to Rule 5(3) of the Companies Remuneration Rules, the statement pertaining to details of top 10 (ten) employees in terms of remuneration shall be made available to any shareholder on a specific request made by him/her in writing before the AGM date.

24. Compliance of ACCOUNTING STANDARDS

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

25. Compliance of SECRETARIAL STANDARDS

During the year, your Company has complied with the Secretarial Standards (SS-1 and SS-2), issued by the Institute of Company Secretaries of India and forming part of the Act, on meetings of the Board of Directors and General Meetings.

26. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3)(c) of the Act, the Board of Directors ("Board") , to the best of their knowledge and belief confirm as under:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. The Board had selected appropriate 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 as at the end of the financial

The details of Share capital of the Company is as under:

Particulars

As at March 31, 2023

As at March 31, 2022

Number of Shares

(? in Lakhs)

Number of Shares

(? in Lakhs)

a. Authorised Capital: Equity Shares of ?10/- each

12,500,000

1,250.00

12,500,000

1,250.00

b. Issued & Subscribed Capital: Equity Shares of ?10/- each

1,14,49,000

1,144.90

11,234,000

1,123.40

c. Paid-up Capital:* Equity Shares of ?10/- each fully paid up

1,14,49,000

1,144.90

11,234,000

1,123.40

year March 31, 2023 and of the Profit and Loss of the Company for the financial year ended March 31,2023;

iii. The Board had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Board had prepared the annual accounts on a going concern basis;

v. The Board had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

vi. The Board had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, of any instances of fraud committed against the Company by its officers or employees, as required under Section 143(12) of the Act.

28. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report.

29. CHANGE IN THE NATURE OF COMPANY''S BUSINESS

There has been no change in the nature of business of the Company.

30. RISK MANAGEMENT FRAMEWORK

The provisions of Regulation 21 (Risk Management Committee) of the SEBI Listing Regulations do not apply to our Company. However, pursuant to Regulation 17(9) of the SEBI Listing Regulations, the Company has implemented a Risk Management framework which is comprehensive in nature, providing guidance on identification and mitigation of the various risks that the Company may face in the conduct of its business.

The specific objectives of this framework are:

• To identify and assess various business risks arising out of internal and external factors that affect the business of the Company;

• To work out methodology for managing and mitigating the risks;

• To establish a framework for the Company''s risk management process and to ensure its implementation;

• To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices; and

• To assure business continuity, sustained growth with financial stability.

31. SHARE CAPITAL

Pursuant to a resolution passed by the Board of the Company by way of circulation on August 18, 2022, Mr. Ramswaroop Radheshyam Thard, Mr. Naresh Radheshyam Thard and Mr. Manish Kumar Agarwal were allotted 70,000, 70,000 and 75,000 equity shares respectively, of the Company on preferential basis at a price of ?193 per equity share (including share premium of ?183 per equity share), aggregating to ?414.95 Lakhs.

The aforesaid issue of equity shares on preferential basis was approved by the Board of the Company at its Board meeting held on July 5, 2022 and by the shareholders by way of special resolution vide postal ballot dated August 4, 2022

32. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from various stakeholders including financial institutions and banks, Government authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors take this opportunity to place on record their appreciation for the committed services rendered by the employees of the Company at all levels, who have contributed significantly towards the Company''s performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.


Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in submitting the Seventh Annual Report of Rajshree Polypack Limited (Formerly known as Rajshree Polypack Private Limited) together with the Audited Financial Statements along with the Report of the Auditor for the financial year ended 31st March, 2018.

1. FINANCIAL HIGHLIGHTS (Amounts in Lakhs)

Particulars

F.Y. 2017-18

F.Y. 2016-17

Net revenue from Operations and Other Income

11,298.21

9641.35

Profit/(Loss) before Tax

1,355.05

1,367.94

Less: Net Current Tax

434.76

379.99

Less: Deferred Tax Liability

(40.77)

106.28

Add/Less: Taxation of earlier years

5.29

(1.25)

Profit/(Loss) after Taxation

955.77

882.92

2. STATE OF COMPANY''S AFFAIRS/ PERFORMANCE REVIEW:

Your Company currently operates only in one segment i.e. manufacturing of plastic rigid sheets and thermoformed packaging products and there has been no change in the business of the Company during the financial year ended 31st March, 2018. However, the Company proposes to manufacture all types of packaging products made of different raw materials.

Your Company is one of the leaders in manufacturing of plastic rigid sheets and thermoformed packaging products ranging from yoghurt containers to coffee cups, daily containers, trays, lids etc. The Company have wide range of sizes and designs to meet the discerning customers need. It can also make customized products as per the client''s demand. The Company cater to diverse industries like Dairy, Beverages, FMCG, QSR, Retail, Pharmaceuticals & Electronics. The Company is engaged in the business of manufacturing, trading, processing, extrusioning, moulding, colouring, dipping, assembling, exporting, importing, buying, selling, dealing in plastic packaging materials, products, substances made from plastic or any other materials or from any combination of the same.

The highlights of the Company''s performance are as under:

- Net revenue from operations increased from Rs. 95,12,20,836/- to Rs. 112,32,72,535/-.

- Net Profit for the year increased from Rs. 8,82,91,937/- to Rs. 9,55,76,599/-.

- Earnings per share increased from Rs. 11.07/- to Rs. 11.98/-.

The increase in revenue, net profit and EPS as mentioned above is accredited to increase in turnover in comparison to the last financial year.

3. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Format MGT-9, as required under Section 92 of the Companies Act, 2013 has been enclosed with this Report as "Annexure I" and same is available on the website of the Company at www.rajshreepolypack.com

4. MEETINGS OF THE BOARD:

During the FY 2017-18, nine (9) Board Meetings were held by the Company on 24th April, 2017, 26th May, 2017, 18th July, 2017, 31st August, 2017, 03rd October, 2017, 20th November, 2017, 18th December, 2017, 01st February, 2018 and 24th March, 2018. The gap between the meetings was as prescribed under the Companies Act, 2013.

Attendance of Directors at Board Meetings held during the FY 2017-18:

Sr.No.

Name of the Directors

Attendance at Board Meetings held during FY 2017-18

1.

Mr. Ramswaroop Radheshyam Thard

9

2.

Mr. Naresh Radheshyam Thard

9

3.

Mr. Sajjankumar Nanikram Rungta

7

4.

Mr. Praveen Bhatia

3

5.

Mr. Alain Edmond Berset

4

6.

Mr. Rajesh Satyanarayan Murarka1

3

7.

Mr. Prabuddha Das Gupta1

2

8.

Mrs. Meenakshi Ahuja3

1

1Mr. Rajesh Satyanarayan Murarka (DIN:- 01501322), Independent Director of the Company was appointed w.e.f. 20th November, 2017.

2Mr. Prabuddha Das Gupta (DIN:- 07838327), Independent Director of the Company was appointed w.e.f. 20th November, 2017.

3Mrs. Meenakshi Ahuja (DIN:- 00829308), Independent Director of the Company was appointed w.e.f. 20th November, 2017.

5. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements pursuant to Section 134(5) of the Companies Act, 2013:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii) That such accounting policies selected 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 as at 31st March, 2018 and of the Profit of the Company for the year ended 31st March, 2018;

iii) That proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That annual accounts have been prepared on a going concern basis;

v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) That proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. DIVIDEND:

Based on the Company''s performance, the Directors are pleased to recommend for approval of the members a final dividend of Rs. 0.75/- per share for Financial Year 2017-18 taking the total dividend to Rs. 1.75 per share (previous year Rs. 1.75 per share). The final dividend on equity shares, if approved by the members, would involve a cash outflow of Rs. 59,82,046/- (Rupees Fifty Nine Lakhs Eighty Two Thousand and Forty Six only),excluding dividend tax. The pay out on account of dividend & tax thereon amounts to Rs. 71,99,871/- (Rupees Seventy One Lakhs Ninety Nine Thousand Eight Hundred & Seventy One only). The total dividend on equity shares including dividend tax for Financial Year 2017-18 would aggregate Rs. 1,67,99,707 (Rupees One Crore Sixty Seven Lakhs Ninety Nine Thousand Seven Hundred and Seven).

7. AMOUNT TRANSFERRED TO RESERVES:

The Board of the Company does not propose to transfer any amount to the reserves for the Financial Year 2017-18. Therefore the Company proposes to keep the entire retained earnings in Profit and Loss Account.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The Members may note that the larger packaging industry, consisting of multiple packaging raw materials, is constantly undergoing changes including change in customer behavioural aspects and technological upgradations along with continuous review and changes in environmental laws globally. Your Company is expected to be well prepared to manage such changes including product line diversification within the ambit of packaging industry.

Therefore, your Company altered the Main Object Clause of its Memorandum of Association with the consent of its members at the Extra Ordinary General Meeting held on 27th February, 2018 to cover all types of packaging products made of different raw materials. The said change shall help the Company in evaluating new ideas, opportunities and projects which will help the Company to maintain its pace of growth in future.

Further, your Company intends to raise about Rs. 40 Crore (Rupees Forty Crore) by Initial Public Offer (IPO) through the Emerge Platform of National Stock Exchange of India Limited. The said funds would be utilized towards its capacity expansion project of Rs. 40 Crore.

With the view to expanding our manufacturing capacity, we intend to set up Factory Unit -IV at Daman, India. This new manufacturing facility is proposed to focus on manufacturing of rigid plastic sheets and thermoformed packaging products.

With the regard to the upcoming IPO, your Company had filed the Draft Red Herring Prospectus with the Emerge Platform of National Stock Exchange of India Limited on March 24, 2018 and Company is pleased to inform you that the acknowledgement for In- Principle Approval has been received from National Stock Exchange of India Limited on May 4, 2018.

The Company has purchased a new printing machine in the Financial Year 2018-19 keeping in view the size of the operations of the Company and future market demand of the products.

9. AUDITORS AND AUDIT REPORTS

Statutory Auditors

At the Annual General Meeting of the Company held on 30th September, 2014, M/s. S G C O & Co. LLP, Chartered Accountants, Mumbai (Firm Registration No. 112081W/W100184), were appointed as statutory auditors of the Company for a term of five consecutive years [i.e., till the conclusion of AGM to be held in FY 2019-20].

There are no qualifications, reservations or adverse remarks made by M/s. SGCO & Co. LLP, Chartered Accountants, Mumbai (Firm Registration No. 112081W/W100184) Statutory Auditors of the Company in their report. Further pursuant to Section 143(12) of the Companies Act, 2013, the Statutory Auditor has not reported any instances of frauds committed in the Company by its officers or employees.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules 2014, as amended from time to time, the cost audit records maintained by the Company are required to be audited by cost accountant. Company has appointed M/s. N. Ritesh & Associates, Practicing Cost Accountants to audit the cost records of the Company for the financial year 2018-19. The remuneration payable to them is required to be ratified by the Shareholders at the ensuing Annual General Meeting and accordingly, a resolution seeking ratification has been included as Item No. 5 of the Notice convening the Annual General Meeting. During the year under review, the cost auditor has not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

10. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186:.

The details of loans given, guarantees/securities provided and investments made by the Company during the year under review, are provided as "Annexure II" which forms part of this Report.

11. PARTICULARS OF CONTRACTS AND ARRANGEMENT ENTERED WITH RELATED PARTIES:

The particulars of contracts and arrangement with related parties are provided as "Annexure III" which forms part of this Report.

12. DIRECTORS:

In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of the Company, Mr. Naresh Radheshyam Thard, Joint Managing Director and Mr. Praveen Bhatia, Nominee Director of the Company retires by rotation at ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

The brief resume of the Directors proposed to be re-appointed is given in the Notice convening Seventh Annual General Meeting.

Further, three independent directors namely, Rajesh Satyanarayan Murarka, Meenakshi Ahuja and Prabuddha Das Gupta were inducted on the Board of the Company for a fixed term of 5 years w.e.f. 20th November, 2017. Independent directors submitted their declaration of independence pursuant to section 149 (7) of the Companies Act, 2013. Independent Directors are not liable to retire by rotation.

13. COMMITTEES OF THE BOARD:-

There are currently Four Committees of the Board, as follows

A. Audit Committee

B. Nomination & Remuneration Committee

C. Corporate Social Responsibility Committee

D. Initial Public Offer (IPO) Committee

Below are the details of all the Committees along with their charters, composition and meeting held during the year.

A. AUDIT COMMITTEE

Terms of reference of Audit committee covers all the matters prescribed under Section 177 of the Companies Act 2013 which inter-alia include:

a. Recommending to the Board, the appointment, re-appointment including the filling of a casual vacancy and, if required, the replacement or removal of the auditor/s, remuneration and terms of appointment of auditors;

b. Review and monitor the auditor''s independence and performance, and effectiveness of audit process;

c. Examination of the company''s financial statement and the auditors'' report;

d. Approval including omnibus approval or any subsequent modification for related party transactions proposed to be entered into by the Company;

e. Scrutiny of inter-corporate loans and investments;

f. Valuation of undertaking or assets of the Company, wherever it is necessary;

g. Evaluation of internal financial controls and risk management systems;

h. Monitoring the end use of funds raised through public offers and related matters;

i. Reviewing, with the management, the financial statements before submission to the Board for approval;

j. Reviewing, with the management, performance of auditors and internal auditors.

k. Carrying out such other functions as delegated by the Board.

Composition, Meetings and Attendance

The Committee comprises of 4 Directors, out of which 3 are Independent Directors. All the members including the Chairman of Audit Committee are financially literate and have the ability to read and understand the Financial Statements of the Company.

Composition of Audit Committee as on 31st March, 2018 and members'' attendance at the meeting during the year are as follows

Name of Directors

Position in the Committee

Meetings

attended

Rajesh Satyanarayan Murarka

Chairperson

2

Meenakshi Ahuja

Member

1

Ramswaroop Radheshyam Thard

Member

2

Prabuddha Das Gupta

Member

2

The Company Secretary acts as Secretary of the Committee.

The Chief Financial Officer and Statutory Auditor attend all the meetings.

In the Financial Year 2017-18, the Audit Committee was constituted by a resolution of our Board dated November 20, 2017. Further in Financial Year 2017-18, 2 meetings of the Audit Committee were held on 18th December, 2017 and 24th March, 2018.

B. NOMINATION AND REMUNERATION COMMITTEE

Terms of reference of Nomination and Remuneration committee covers all the matters prescribed under Section 178 of the Companies Act 2013 which inter-alia include:

a. identify persons who are qualified to become directors and who may be appointed in the Senior Management of the Company;

b. formulate criteria for determining qualification, positive attributes and independence of a director;

c. recommend to the Board, appointment and removal of a director and Senior Management;

d. evaluate the Board''s performance and carry out evaluation of every director''s performance;

e. make recommendations to the Board relating to the remuneration of directors, KMP and other employees.

f. ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors, KMP and Senior Management to run the Company successfully;

g. ensure that remuneration to directors, KMP and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

h. delegate any of its powers to one or more of its members or the secretary, of the Committee;

i. consider such other key issues or matters as may be referred by the Board or as may be necessary in view of the provisions of the Act and Rules made thereunder.

Composition, Meetings and Attendance

The Committee comprises of 3 Directors, all of whom shall be non-executive directors and at least half shall be independent director(s). All the members of the Committee are responsible for evaluating the balance of skills, experience, independence, diversity and knowledge on the Board and for drawing up selection criteria, ongoing succession planning and appointment procedures for both internal and external appointments

Composition of Nomination and Remuneration Committee as on 31st March, 2018 and members'' attendance at the meeting during the year are as follows-

Name of Directors

Position in the Committee

Meetings attended

Praveen Bhatia

Chairperson

1

Rajesh Satyanarayan Murarka

Member

1

Prabuddha Das Gupta

Member

1

The Company Secretary acts as Secretary of the Committee.

In the Financial Year 2017-18, the Nomination and Remuneration Committee was constituted by a resolution of our Board dated November 20, 2017. The Committee met once during the financial year ended 31st March, 2018 on 18th December, 2017. During the year, the Committee also transacted some of the business under its terms of reference, by passing a Resolutions.

C. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Terms of reference of Corporate Social Responsibility Committee covers all the matters prescribed under Section 135 of the Companies Act 2013 read with Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 which inter-alia include:

Formulating and recommending to the Board the CSR Policy and activities to be undertaken by the Company, recommending the amount of expenditure to be incurred on CSR activities of the Company. The detailed terms of reference of the CSR Committee is available on the website of the Company at http://www.raishreepolypack.com/wp-content/uploads/2018/04/CSR-Policy-RPPL.pdf.

The Company''s CSR Policy primarily rests on Educations, Environmental Sustainability, Protection of Nation heritage (art & culture) and Relief Fund and the same is within the ambit of Schedule VII of the Companies Act, 2013.

During the year, Company, continued several initiatives under the CSR program, directly as well as indirectly through agencies permitted under the Companies Act, 2013.

Details of the CSR policy and CSR activities undertaken during the year is annexed herewith as "Annexure IV" to this report.

Composition, Meetings and Attendance

The Committee comprises of 4 Directors, out of which one Director is an independent director(s).

Composition of Corporate and Social Responsibility Committee as on 31st March, 2018 and members attendance at the meeting during the year are as follows

Name of Directors

Position in the Committee

Meetings attended

Ramswaroop Radheshyam Thard

Chairperson

1

Naresh Radheshyam Thard

Member

1

Praveen Bhatia

Member

1

Prabuddha Das Gupta

Member

1

The Company Secretary acts as Secretary of the Committee.

In the Financial Year 2017-18, the CSR Committee met once during the financial year ended 31stMarch,2018 on 18th December, 2017.

D. INITIAL PUBLIC OFFERING (IPO) COMMITTEE

The IPO Committee was constituted by a resolution of our Board dated November 20, 2017. The current constitution of the IPO committee is as follows:

Name of Directors

Position in the Committee

Ramswaroop Radheshyam Thard

Chairperson

Praveen Bhatia

Member

Rajesh Satyanarayan Murarka

Member

In the Financial Year 2017-18, no Meeting of the IPO Committee was held.

14. DETAILS OF SUBSIDIARY. JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company has no subsidiary, joint venture and associate companies.

No company has become or ceased to be the Company''s subsidiary, joint venture or associate company during the year under review.

15. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The details regarding energy conservation, technology absorption and foreign exchange earnings as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are as mentioned below:

a) Conservation of Energy:

Steps taken for conservation

The Company lays great emphasis on saving consumption of energy. Achieving reductions in energy consumption is an ongoing exercise in the Company. Effective measures have been taken to minimize the loss of energy, where ever possible.

Steps taken for utilizing alternate sources of energy

Capital investment on energy conservation equipments

b) Technology Absorption:

Efforts made towards technology absorption

Considering the nature of activities of the Company, there is no requirement with regard to technology absorption.

Benefits derived like product improvement, cost reduction, product development or import substitution

In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Details of technology imported

Nil

Year of import

Not Applicable

Whether the technology has been fully absorbed

Not Applicable

If not fully absorbed, areas where absorption has not taken place, and the reasons thereof

Not Applicable

Expenditure incurred on Research and Development

Nil

c) Foreign Exchange Earnings and Outgo: (Amount Rs. In Lakhs)

Particulars

1st April, 2017 to 31st

1st April, 2016 to 31st

March, 2018

March, 2017

[Current F.Y.]

[Previous F.Y.]

Amount in Rs.

Amount in Rs.

Actual Foreign Exchange earnings

1079.24

746.15

Actual Foreign Exchange outgo

589.19

1781.88

16. RISK MANAGEMENT POLICY:

Although the Company has long been following the principle of risk minimization as is the norm in every industry, it has now become essential to formulate policy for the same.

As a part of good corporate governance, the Company has formulated the Risk Management Policy. The Board shall be responsible for implementing the policy. The policy has laid down the procedures to inform to the Board about the risk assessment and minimization procedures.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE YEAR:

Mr. Prabuddha Das Gupta (DIN:- 07838327), Mr. Rajesh Satyanarayan Murarka (DIN:- 01501322) and Mrs. Meenakshi Ahuja (DIN:- 00829308) were appointed as Additional Directors w.e.f 20th November,2017 and later on regularised as Independent Directors of the Company at Extra Ordinary General Meeting of the Company held on 18th December,2017.

Board had approved the re-designation of Mr. Naresh Radheshyam Thard (DIN:-03581790) from Managing Director to Joint Managing Director of the Company on 20th November,2017 and subsequently he was designated as Joint Managing Director of the Company at Extra Ordinary General Meeting of the Company held on 18th December,2017.

Board had appointed Mr. Sunil Sawarmal Sharma (PAN:-BEHPS3744B) as Chief Financial Officer of the Company w.e.f 20th November,2017.

Board had appointed Mr. Ramswaroop Radheshyam Thard (DIN:-02835505) as Chairman of the Company w.e.f 18th December,2017.

During the year, Mr. Akash Jadia, Company Secretary (ACS- 50339) of the Company has resigned from his post w.e.f 31st December, 2017. The Board of Directors has placed on record its appreciation for the rich contribution made by him during his tenure as Company Secretary of the Company. Further, Board appointed Ms. Mitali Rajendra Shah, (ACS- 48197) member of Institute of Company Secretaries of India as Company Secretary and Compliance Officer of the Company w.e.f. 01st January, 2018.

18. DEPOSITS:

The following details of deposits, covered under Chapter V of the act:

a. Deposits accepted during the year; - Nil

b. Remained unpaid or unclaimed as at the end of the year; - Nil

c. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the amount involved-

i. At the beginning of the year; - Nil

ii. Maximum during the year; - Nil

iii. At the end of the year; - Nil

d. The details of deposits which are not in compliance with the requirements of Chapter. Nil

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its future operations.

20. INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY:

The Company''s internal financial control system is designed to ensure orderly and efficient conduct of its business, compliance with law and regulations including adherence to the Company''s policies safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting record, and the timely preparation of reliable financial information.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

21. SHARE CAPITAL

The details of Share Capital of the Company is as under:

(Amount in Rs. Lakhs)

Particulars

As at 31st March, 2018

As at 31st March,2017

Number of Shares

Amount (In Rs.)

Number of Shares

Amount (In Rs.)

(a) Authorised Capital: 2

Equity Shares of Rs. 10/- each

1,25,00,000

1,250.00

1,00,00,000

1,000.00

(b) Issued & Subscribed Capital:

Equity Shares of Rs. 10/- each

79,76,061

797.61

79,76,061

797.61

(c) Paid-up Capital:

Equity Shares of Rs.10/- each fully paid up

79,76,061

797.61

79,76,061

797.61

1During the year under review, the authorised Share Capital of our Company increased from Rs.1000.00 Lakhs divided into 1,00,00,000 Equity Shares of Rs. 10 each to Rs. 1,250 Lakhs divided into 1,25,00,000 Equity Shares of Rs. 10 each approved by Shareholders at Extra Ordinary General Meeting of the Company held on 18th December,2017.

22. RATINGS OF VARIOUS BANK FACILITIES:

The Company''s Bank facilities are rated by Credit Analysis and Research Limited (CARE). The Compan continues to have rating CARE BBB for its long term Bank facilities and CARE A3 for Short Term Ban Facilities which indicates moderate degree of safety regarding timely servicing and payments of financia obligations.

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

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, your Directors further state that there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

24. GRATITUDE & ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation for the steadfast commitment and highly motivated performance by employees at all levels across the globe which was instrumental in sustained performance of the Company. Your Directors also sincerely thank all the stakeholders, clients, business partners, government & other statutory bodies, banks, financial institutions, analysts for their continued assistance, cooperation and support.

Date:- 25th June,2018 By the order of the Board

Place:- Thane

Sd/- Sd/-

Regd Office:- Lodha Supremus Unit No.

(Ramswaroop Radheshyam (Naresh Radheshyam Thard)

503-504, 5th Floor,

Road No. 22, Thard)

Kishan Nagar, Near New

Passport Chairman & Joint Managing

Office, Wagle Estate,

Thane (W) - Managing Director Director

400604 DIN: 02835505 DIN: 03581790

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