1

CORPORATE INFORMATION

BOARD OF DIRECTORS

1. Mr. Prem Kankaria - Managing Director (DIN: 00062584)

2. Mr. V. S.N. Murthy - Non Executive & Independent Director (DIN: 00021952)

3. Mr. Suresh Chandra Bapna - Non Executive & Independent Director (DIN: 0154834)

4. Dr. R.R Pujari - Non Executive & Independent Director (DIN: 00018994)

REGISTERED & CORPORATE OFFICE:6-3-1090/C-4, Opp. Kapadia LaneRaj Bhavan Road, Hyderabad-500 082Telangana, India.Ph,No. (040) – 23392024 / 25Fax No.(040) – 23399033Email : hyd2_rajpack@bsnl.inEmail : info@rajpack.comWebsite: rajpack.com

WORKS:Survey No. 715, Kondamadugu Village,Bibinagar, Nalgonda Dist. Telangana, India.

BANKERS:State Bank of IndiaSME Branch, Saifabad, Hyderabad.

AUDITORS:NAC & Associates LLP (formerly C.P.Ranka & Co)Chartered AccountantsSecunderabad, Telangana, India.

REGISTRAR & SHARE TRANSFER AGENT:CIL Securities Ltd.214, Raghavaratna Towers,Chirag Ali Lane,Hyderabad 500 001.Ph.No. 23202465/66612093, Fax. 23203028

AUDIT COMMITTEE:Mr. V. S.N. MurthyMr. Suresh Chandra BapnaDr. R. R. Pujari

NOMINATION & REMUNERATION COMMITTEE:Mr. Suresh Chandra BapnaMr. V. S.N. MurthyDr. R. R. Pujari

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Mr. Suresh Chandra Bapna

Mr. V. S. N. Murthy

Dr. R. R. Pujari

LISTED AT: BSE Limited.

ISIN: INE251H01024

WEBSITE: www.rajpack.com

INVESTOR E-MAIL ID: info@rajpack.com

CORPORATE IDENTITY NUMBER:L25209AP1987PLC007550

27th ANNUAL GENERAL MEETING

Day : Saturday

Date : 27th September, 2014

Time : 11.00 A.M.

Venue : Hotel Inner Circle,

Lane beside Saboo

Motors, Raj Bhavan Road,

Hyderabad. – 500 082

Contents ............................................ Page Nos.

Notice ................................................................... 2

Chairman’s Speech ............................................. 11

Directors’ Report ................................................ 13

Corporate Governance ...................................... 21

Audit Report ....................................................... 35

Balance Sheet .................................................... 41

Profit & Loss Account ........................................ 42

Cash Flow Statement ........................................ 43

Schedules (1 to 25) ........................................... 44

ECS Mandate ...................................................... 60

Proxy Form and Attendance Slip ....................... 63

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Twenty Seventh Annual General Meeting of the Members of RAJ

PACKAGING INDUSTRIES LIMITED will be held on Saturday, the 27th September, 2014 at

11.00 a.m. at Hotel Inner Cirlce, Lane Beside Saboo Motors, Rajbhavan Road, Hyderabad.

Telangana, India to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2014, Profit &

Loss Account for the year ended on that date and the Reports of the Auditors’ and Directors’

there-on.

2. To reappoint M/s. NAC and Associates LLP (formerly known as C.P.Ranka & Co.), Chartered

Accountants, bearing ICAI Registration No. 119375W as auditors of the company to hold

office for a term of three years up to the conclusion of 30th Annual General Meeting to be

held in the year 2017 subject to ratification at every Annual General Meeting and to fix their

remuneration.

SPECIAL BUSINESS:

3. To consider and if thought fit, to pass with or without modification(s), the following resolution

as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160 and other applicable

provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules framed there under

read with Schedule IV to the Act, as amended from time to time, Dr. R. R. Pujari (DIN -

00018994), a non-executive independent director of the Company, who has submitted a

declaration that he meets the criteria for independence as provided in Section 149(6) of the

Act and who is eligible for appointment, be and is hereby appointed as an Independent

Director of the Company, with effect from 01.04.2014 up to 31.03.2019.”

4. To consider and if though it, to pass with or without modification(s), the following resolution

as a Special Resolution.

“RESOLVED THAT in supersession of the Ordinary Resolution passed at the 21st Annual

General Meeting held on 27th September, 2008 and pursuant to the provisions of section

180(1)(a) and other applicable provisions, if any of the Companies Act, 2013 (including any

statutory modifications or amendments thereof) and Rules made there under, consent of

the Shareholders be and is hereby accorded to the Board of Directors and its Committee(s),

to mortgage or create charge on all or any of the immovable and movable properties (including

pledge of securities held in subsidiaries/associates) of the Company, its subsidiaries and

associates where so ever situated, present and future, and /or conferring power to enter

upon and to take possession of assets of the Company in certain events, to or in favour of

any Bank(s) or Financial Institution(s) situated within or outside India (hereinafter referred

to as “the Lenders”) to secure repayment of rupee term loans or foreign currency loans or

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a combination of both lend, advanced or agreed to lend and advanced by the lender(s) to

the Company either jointly or severally or in any other combination thereof, as the case

may be, in terms of the loan agreement(s), entered into/ to be entered into by the Company

with each of the lenders for the purpose of implementation of the project(s) of the Company

5. To consider and if though it, to pass with or without modification(s), the following resolution

as a Special Resolution:

“RESOLVED THAT in supersession of the Ordinary Resolution passed at the 21st Annual

General Meeting held on 27th September, 2008 and pursuant to Section 180(1)(c) and any

other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there

under (including any statutory modifications or amendments thereof), consent of the

shareholders be and is hereby accorded to the Board of Directors and its Committee(s) to

borrow any sum or sums of money, from time to time, not exceeding at any time, a sum of

Rs. 15 crores (Rupees Fifteen Crores Only) for the purpose of business of the Company

notwithstanding, that such borrowing(s), together with the monies already borrowed by the

Company (apart from temporary loans, if any obtained from the Company’s bankers in the

ordinary course of business) may exceed the aggregate of the paid-up share capital and

free reserves of the Company, that is to say, reserves not set apart for any specific purpose.”

6. To consider and if thought it, to pass with or without modification(s), the following resolution

as a Special Resolution:

“Resolved that a new Article 196 is being inserted which is as under:

196. “General Clause – Overriding effect of Companies Act, 2013”

The intention of these Articles is to be in consonance with the contemporary Act, Rules

and Regulations prevailing in India. If there is an amendment in any Act, Rules and Regulations

allowing what was not previously allowed under the Statute, the Articles herein shall be

deemed to have been amended to the extent that Articles will not be capable of restricting

what has been allowed by the Act by virtue of an amendment subsequent to registration of

the Articles. In case of any of the provisions contained in these Articles is inconsistent or

contrary to the provisions of the Companies Act, 2013 and rules made there under, the

provisions of Companies Act, 2013 and rules made there under shall override the provisions

of these existing Articles and these Articles shall be deemed to have been amended to

include such provisions of the Companies Act, 2013. All references to sections of Companies

Act, 1956 shall be deemed to include the corresponding sections/provisions of the

Companies Act, 2013 if any.”

By the Order of the Board of Directors

For RAJ PACKAGING INDUSTRIES LTD.

Sd/-

Place : Hyderabad PREM KANKARIA

Date : 29.05.2014 MANAGING DIRECTOR

(DIN : 00062584)

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NOTES:

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the

Special Businesses to be transacted at the Annual General Meeting (AGM) is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND

AND VOTE ON HIS / HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE

COMPANY. Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can

act as a proxy on behalf of not more than fifty members and holding in aggregate not more than

ten percent of the total Share Capital of the Company. Members holding more than ten percent

of the total Share Capital of the Company may appoint a single person as proxy, who shall not

act as a proxy for any other Member. The instrument of Proxy, in order to be effective, should be

deposited at the Registered Office of the Company, duly completed and signed, not later than

48 hours before the commencement of the meeting. A Proxy Form is annexed to this Report.

Proxies submitted on behalf of limited companies, societies, etc., must be supported by an

appropriate resolution / authority, as applicable.

3. The Register of Members and Share Transfer Books of the Company will remain closed from

20th September, 2014 to 27th September, 2014 (both days inclusive).

4. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules

made there under, Companies can serve Annual Reports and other communications through

electronic mode to those Members who have registered their e-mail address either with the

Company or with the Depository. Members who have not registered their e-mail address with

the Company can now register the same by informing the Company or to M/s. CIL Securities

Limited, Registrar & Share Transfer Agent of the Company. Members holding shares in demat

form are requested to register their e-mail address with their Depository Participant(s) only.

Members of the Company, who have registered their e-mail address, are entitled to receive

such communication in physical form upon request.

5. The Notice of AGM, Annual Report and Attendance Slip are being sent in electronic mode to

Members whose e-mail IDs are registered with the Company or the Depository Participant(s)

unless the Members have registered their request for a hard copy of the same. Physical copy

of the Notice of AGM, Annual Report and Attendance Slip are being sent to those Members who

have not registered their e-mail IDs with the Company or Depository Participant(s). Members

who have received the Notice of AGM, Annual Report and Attendance Slip in electronic mode

are requested to print the Attendance Slip and submit a duly filled in Attendance Slip at the

registration counter to attend the AGM.

6. Pursuant to Section 108 of the Companies Act, 2013, read with the relevant Rules of the Act, the

Company is pleased to provide the facility to Members to exercise their right to vote by electronic

means. The Members, whose names appear in the Register of Members / list of Beneficial

Owners as on 19.09.2014, i.e. the date prior to the commencement of book closure date are

entitled to vote on the Resolutions set forth in this Notice. Members who have acquired shares

after the despatch of the Annual Report and before the book closure may vote physically in the

Annual General Meeting and approach the Company for copy of Annual Report. The e-voting

period will commence at 9.00 a.m. on 21.09.2014 and will end at 6.00 p.m on 23.09.2014. The

Company has appointed Mr. Vivek Surana, Practicing Company Secretary, to act as the

Scrutinizer, for conducting the scrutiny of the votes cast. The Members desiring to vote through

electronic mode may refer to the detailed procedure on e-voting given hereinafter.

PROCEDURE FOR E-VOTING:

In case of members receiving e-mail:

(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on “Shareholders” tab.

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(iii) Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT”

(iv) Now Enter your User ID

(i) For CDSL: 16 digits beneficiary ID,

(ii) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

(iii) Members holding shares in Physical Form should enter Folio Number registered with the

Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and

voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable

for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository

Participant are requested to use the first two letters of their name and the 8

digits of the sequence number (Available on the Address label pasted in the

cover and/or in the e-mail sent to the members) in the PAN field.

In case the sequence number is less than 8 digits enter the applicable number

of 0's before the number after the first two characters of the name in CAPITAL

letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter

RA00000001 in the PAN field.

DOB# Enter the Date of Birth as recorded in your demat account or in the company

records for the said demat account or folio in dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details as recorded in your demat account or in the

Bank company records for the said demat account or folio.

Details#

Please enter the DOB or Dividend Bank Details in order to login. If the details

are not recorded with the depository or company please enter the member id /

folio number in the Dividend Bank details field.

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then reach directly the Company selection

screen. However, members holding shares in demat form will now reach ‘Password

Creation’ menu wherein they are required to mandatorily enter their login password in

the new password field. Kindly note that this password is to be also used by the demat

holders for voting for resolutions of any other company on which they are eligible to vote,

provided that company opts for e-voting through CDSL platform. It is strongly

recommended not to share your password with any other person and take utmost care

to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting

on the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant on which you choose to vote.

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(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same

the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES

implies that you assent to the Resolution and option NO implies that you dissent to the

Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation

box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your

vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your

vote.

(xvi) You can also take out print of the voting done by you by clicking on “Click here to print”

option on the Voting page.

(xvii) If Demat account holder has forgotten the changed password then Enter the User ID and

the image verification code and click on Forgot Password & enter the details as prompted

by the system.

u Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log

on to https://www.evotingindia.co.in and register themselves as Corporates.

u They should submit a scanned copy of the Registration Form bearing the stamp and

sign of the entity to helpdesk.evoting@cdslindia.com.

u After receiving the login details they have to create a user who would be able to link the

account(s) which they wish to vote on.

u The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on

approval of the accounts they would be able to cast their vote.

u They should upload a scanned copy of the Board Resolution and Power of Attorney

(POA) which they have issued in favour of the Custodian, if any, in PDF format in the

system for the scrutinizer to verify the same.

In case of members receiving the physical copy:

(i) Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote.

ii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to log

on to https://www.evotingindia.co.in and register themselves, link their account which

they wish to vote on and then cast their vote. They should upload a scanned copy of the

Board Resolution and POA in favour of the Custodian who they have authorized to vote on

their behalf, in PDF format in the system for the scrutinizer to verify the vote.

iii) The voting period begins on 21.09.2014 at 9.00 A.M. and ends on 23.09.2014 at 6.00.P.M.

During this period shareholders’ of the Company, holding shares either in physical form

or in dematerialized form, as on the 12.09.2014, may cast their vote electronically. The e-

voting module shall be disabled by CDSL for voting thereafter. Once the vote on a

resolution is cast by the shareholder, the shareholder shall not be allowed to change it

subsequently.

iv) In case you have any queries or issues regarding e-voting, you may refer the Frequently

Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under

help section or write an email to helpdesk.evoting@cdslindia.com.

v). The voting rights of shareholders shall be in proportion to their shares of the paid up

equity share capital of the Company as on the cut-off date (record date) of 22.08.2014 for

e voting purpose.

vi). Mr. Vivek Surana, Practicing Company Secretary, C.P. No. 12901 has been appointed as

the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

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vii). The Scrutinizer shall within a period not exceeding three (3) working days from the

conclusion of the e-voting period unblock the votes in the presence of at least two (2)

witnesses not in the employment of the Company and make a Scrutinizer’s Report of the

votes cast in favour or against, if any, forthwith to the Chairman of the Company.

viii). The Results shall be declared on or after the AGM of the Company. The Results declared

alongwith the Scrutinizer’s Report shall be placed on the Company’s website

www.rajpack.com and on the website of CDSL within two(2) days of passing of the

resolutions at the AGM of the Company and communicated to the BSE Limited.

ix). Since the Company is required to provide members facility to cast their vote by electronic

means, shareholders of the Company holding shares either in physical form or in

dematerialized form, as on the cut-off date of 19.09.2014 and not casting their vote

electronically, may only cast their vote at the Annual General Meeting.

7. The Register of Directors' and Key Managerial Personnel and their shareholding maintained

under Section 170 of the Companies Act, 2013, the Register of contracts or arrangements in

which the Directors are interested under Section 189 of the Companies Act, 2013 will be available

for inspection at the AGM.

8. Members holding shares in demat form are hereby informed that bank particulars registered

with their respective Depository Participant(s), with whom they maintain their demat accounts,

will be used by the Company. The Company or its Registrar cannot act on any request received

directly from the Members holding shares in demat form for any change in bank particulars.

Members holding shares in demat form are requested to intimate any change in their address

and / or bank mandate to their Depository Participants immediately.

9. Members holding shares in physical form are requested to intimate any change of address and

/ or bank mandate to M/s. CIL Securities Limited or to the Company immediately.

10. The Securities and Exchange Board of India has mandated submission of Permanent Account

Number (PAN) by every participant in securities market. Members holding shares in demat

form are, therefore, requested to submit PAN details to the Depository Participants with whom

they have demat accounts. Members holding shares in physical form can submit their PAN

details to M/s. CIL Securities Limited or to the Company immediately.

11. For convenience of the Members and proper conduct of the meeting, entry to the meeting venue

will be regulated by Attendance Slip. Members are requested to sign at the place provided on

the Attendance Slip and hand it over at the registration counter.

12. Members desiring any information relating to the accounts are requested to write to the Company

well in advance so as to enable the management to keep the information ready.

13. Pursuant to the provisions of Sections 123,124 and 125 of the Companies Act, 2013, the

amount of dividends remaining unclaimed for a period of seven year are to be transferred to

investor Education and Protection Fund (IEPF).

14. Members holding shares in physical form and desirous of making a nomination in respect of

their shareholding in the Company, as permitted under Section 72 of the Companies Act, 2013,

are requested to submit to the Company in Form 2B.

15. Pursuant to the provisions of Section 123, 124, and 125 of the Companies Act, 2013, the

Company has transferred to unpaid or unclaimed dividends for the financial years 2005-06, to

the Investor Education and Protection Fund ( the IEPF) established by the Central Government.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information

regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company

has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31st

December,2013 (date of last Annual General Meeting) on the Ministry of Corporate Affairs website.

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ADDITIONAL INFORMATION REQUIRED TO BE FURNISHED UNDER THE LISTING AGREEMENT

Brief Details of Directors seeking re-appointment at this Annual General Meeting

(Pursuant to Clause 49 of the Listing Agreement)

Name of the Director Dr. R.R.Pujari

Date of Birth 01-07-1954

Nationality Indian

Date of appointment on the Board 07-11-2011

Qualifications Ph.d in Derivatives – Master of Commerce

Ph.d in Behavioural Science - CAIIB

Expertise in functional Area He is well versed in project finance, bank

finance and he is also on the board of

several company’s and carrieswith him vast

experience and knowledge.

Number of shares held in the Company NIL

List of directorships held 1. GKC Projects Ltd.

in other companies 2. Hyperion Green Energy India pvt. Ltd.

3. Velocity Networks Pvt. Ltd.

4. Celebrity Cricket League Pvt. Ltd.

5. Quaiattini Properties Pvt. Ltd.

6. Zerkalo Properties Pvt. Ltd.

7. Ardente Realtors Pvt. Ltd.

8. Kakatiya Energy Systems Pvt. Ltd.

Chairman/Member of the Committees

of the Boards of other companies

in which he is Director as on 31.03.14 None

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EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013)

Item No: 3

In accordance with the relevant provisions of the Articles of Association of the Company and the

erstwhile provisions of the Companies Act, 1956, Dr. R. R. Pujari, is appointed as independent

director by of the Company.

The Board of Directors of the Company has decided to adopt the provisions with respect to

appointment and tenure of Independent Directors which is consistent with the Companies Act,

2013 and the amended Listing Agreement. Accordingly, the Independent Directors will serve for

not more than two terms of five years each on the Board of the Company. In line with the

requirements of the Companies Act, 2013, it is therefore proposed to appoint Dr. R. R. Pujari as

Independent Director on the Board of the Company for a term upto five consecutive years,

commencing from 01.04,2014. A brief profile of proposed Independent Director, including nature

of his expertise, is provided in this Annual Report.

Notice have been received from a member proposing candidature of the above Director for the

office of Independent Director of the Company. In the opinion of the Board, they fulfil the conditions

specified in the Companies Act, 2013 and the Rules made there under for appointment as

Independent Directors of the Company. A copy of the draft Letter of Appointment for Independent

Director, setting out terms and conditions of his appointment, is available for inspection at the

Registered Office of the Company during business hours on any working day and is also available

on the website of the Company www.rajpack.com.

The Board recommends the Ordinary Resolution as set out at item no. 3 for approval of the

Members.

Except Dr. R. R. Pujari, none of the Directors or Key Managerial Personnel or their relatives, are

concerned or interested, in the above said resolution.

Item No 4 & 5:

The members of the Company at their 21st Annual General Meeting held on 27-09-2008, had

approved respective resolutions under section 293(1)(a) and 293(1)(d) of the erstwhile Companies

Act, 1956 for mortgaging the properties of the company in favour of the lenders and also for

exercising the borrowing limits up to an aggregate amount of Rs. 15 Crores for the purpose of

business of the company.

Pursuant to notification of Section 180 of the Companies Act, 2013, prior consent of the

Shareholders by a special resolution is required to enable the Board of Directors to exercise

these powers which, in aggregate, may exceed the paid-up capital and free reserves of the

Company and to create charge on movable/immovable properties of the Company in favour of

the lenders.

Further, the Ministry of Corporate Affairs vide their circular no.4 dated: 25-03-2014 had clarified

that all such resolutions passed earlier under section 293(1)(a) and 293(1)(d) of the erstwhile

Companies Act, 1956 are valid and effective only for a period of one year up to 11-09-2014. Any

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such mortgages and borrowings after this date would require a fresh prior approval of the

shareholders under section 180 of the Companies Act, 2013 through a special resolution. It is

imperative that such an authority is required to be delegated to the Board of Directors or its

Committee for carrying on the business of the Company in the ordinary course and the Board is

of the view that the earlier approved borrowing limits of up to Rs. 11 Crores may not be sufficient

to carry on the business. Hence, the Board is proposing to increase the same to Rs. 15 crores.

Accordingly, the Board of Directors of the company at its meeting held on 06.08.2014 had

approved these proposals subject to your approval.

None of the Directors / Key Managerial Personnel and their relatives are interested or concerned

in the above special resolutions set out under Item No: 4 & 5 of the Notice.

Item No: 6

A general clause is proposed to be inserted to the effect that if any provision as mentioned in the

Articles is inconsistent with the provisions of the Companies Act, 2013 and Rules made therein,

then the provisions of the Companies Act, 2013 and rules made therein shall override the

provisions of these Articles.

The Board commends the Special Resolution as set out at item no.6 for approval of the Members.

None of the Directors / Key Managerial Personnel and their relatives are interested or concerned

in the above said resolution.

By the Order of the Board of Directors

For RAJ PACKAGING INDUSTRIES LTD.

Sd/-

Place : Hyderabad PREM KANKARIA

Date : 29.05.2014 MANAGING DIRECTOR

(DIN : 00062584)

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CHAIRMAN'S SPEECH AT THE 27th ANNUAL GENERAL MEETING

Dear Share holders,

On behalf of the Board of Directors, I have great pleasure in welcoming you all to the Annual

General Meeting of your company and presenting the 27th Annual report .

The Audited Accounts along with Director's and Auditor's report there on for the year ended 31st

March, 2014 have been with you for some time and with your permission, I shall take them as

read.

INDUSTRIAL STRUCTURE AND ECONOMIC SCENE

RPIL is engaged in manufacture of multilayer co-extruded plastic film and flexible packaging

material. It is a part of the plastic packaging material industry. The packaging material is

important to several products, hence this industry is growing very rapidly not only at its own but

also because of growth of several industries which are using packing material.

There has been marked changes in the structure of the industry due to multinational coming

into food packaging, rapid growth in organized retail sector , mall culture coming to existence

and the customer demands are ever increasing for better quality and sophisticated products.

Looking back, the year 2013-14 has been year of constrained though the Global Economy

showed signs of recovery during the year after almost 4 years since the onset of financial

crisis. The recovery time is different as developed economies consolidated while most emerging

markets face challenges to reviving growth. The USA finally introduced gradual tapering of its

stimulus packages which has so far not destabilized global financial markets. But emerging

markets like India faced multiple challenges: capital outflows, intense exchange rate volatility

and current account deficits. A combination of persistent inflation, fiscal imbalances, external

sector vulnerabilities and low investments resulted in sluggish domestic demand growth. Fiscal

and monetary initiatives taken by the Government of India and RBI helped stabilize financial

market conditions but the domestic macro-economic environment still remains challenging.

The GDP growth of Indian economy was 4.7% in the year 2013-14. The economy has remained

challenged as growth has been below 5% in the last 7 quarters with exception in one quarter.

This slowdown has coincided with a decline in financial savings, low and sluggish growth in

fixed capital formation over successive quarters, persistently high inflation, low business

confidence and particularly inadequate structural policy measures which have had a profound

effect on potential growth.

RBI continues to follow the tight monetary policy with high interest rates effecting profitability of

the business and availability of funds for working capital.

As this was the situation at National level, the situation at State level was much worse because

of agitation for separate state resulting into policy paralysis and loose administration -business

environment all around suffering. Added to that was acute power shortage hampering production.

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All these has now become history and we can look forward to changed and positive business

environment with new government at the centre and as well as state level with new vigour and

vision. We can certainly hope for " AACHE DIN".

CORPORATE PERFORMANCE FOR 2013-14 AND PROSPECTS FOR CURRENT YEAR:

Against this backdrop of challenging environment your company has turned around and put up

reasonably good performance as compared to previous two years.

RPIL has shown total income of Rs.4290 lakhs as compared to Rs.3160 lakhs (both are net of

excise) for the year. The company's operating profit stood at Rs. 309.53 lakhs and PAT at

Rs.89.03 lakhs for current year as against Rs.200.13 lakhs and Rs. (4.26) lakhs for previous

year.

The turnover of company has increased by 36%, operating profit by 54% and net profit substantially

from loss of 4.26 lakhs to profit of 89 lakhs .

With company working at almost full capacity, can think of expanding the capacity not only in

the film line but also can plan for vertical integration and go for Laminated product and other

value added product. The Management will soon come out with business plans for the next

three years.

CONCLUSION

I take this opportunity to express my sincere thanks to my colleagues on the Board for their

wise counsel and guidance and valuable inputs.

I would like to extend my thanks to Team Raj Packaging, to our valued customers, vendors and

our Bank -state bank of India and other stake holders without their support we would not have

been on growth path.

Before I conclude, I wish to sincerely thank our valuable shareholders for their support and faith

in the Board of Directors and Management of the company. We will continue to strive hard to

justify your confidence in your company.

Thanking you.

CHAIRMAN

13

DIRECTORS’ REPORT

Dear Members,

Your Directors have pleasure in presenting the 27th Annual Report and Audited Accounts of the

Company for the year ended 31st March 2014.

FINANCIAL RESULTS

Your Company’s performance during the year as compared to previous year is summarized below:

(Rs.in lakhs)

Particulars Year ended Year ended

31.03.2014 31.03.2013

Sales & Other Income 4286.70 3159.67

Operating Profit (PBIDT) 309.53 200.13

Interest & Finance Charges 140.45 140.71

Profit before Depreciation and Taxes ( PBDT ) 169.08 59.42

Depreciation 65.39 65.49

Profit Before Tax 103.69 (6.07)

Provision for Tax

- Current Tax (Mat) 21.64 -

- Deferred Tax (4.69) (1.81)

MAT Credit Entitlement (2.29)

Profit After Tax 89.03 (4.26)

Profit after Prior Period Adjustments 89.03 (4.26)

Balance Brought forward 194.71 198.97

Amount Available for appropriations 283.74 194.71

APPROPRIATIONS

Your Directors recommended appropriations as under:

Proposed Dividend Nil - -

Balance Carried forward 283.74 194.71

Total : 283.74 194.71

PERFORMANCE

During the year under review, your company has achieved a Turnover of Rs.4281.41 Lacs as compared

to Rs.3150.93 Lacs in previous year in value and 3200 M.T as compared to 2857 M.T. in volume. The

PBDIT for the year stood at Rs.309.53 Lacs as compared to Rs. 200.13 Lacs in previous year. The

PBT of the company stood at Rs.103.69 Lacs as compared to Rs. (6.07) Lacs in previous year.

The turnover of company has increased by 36%, operating profit by 54% and net profit substantially

from loss of 4.26 lakhs to profit of 89 lakhs .

Though the company has earned moderate profits, the dividend has been skipped to augment the

long term resources.

14

Your management will continue their effort in further improving the performance of the company by

expanding market, developing various new structures of films, changing product mix and concentrating

more in value added structure to maintain lead position in the market and to increase not only volume

but also profit margins so that company starts paying dividend to reward its shareholders.

CAPITAL

The Company has made preferential allotment of 6,00,000 warrants convertible into equity shares

on 22nd March, 2013 to the promoters and promoters group covered in the register maintained under

Section 301 of the Act at a price of Rs. 24 fixed in accordance with the guidelines for preferential issue

of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000

and hence the same is not prejudicial to the interest of the Company. During the year, 2,20,000 share

warrants have been converted into equity shares of Rs. 10 each at a premium of Rs.14.

The amount raised has been utilized for meeting working capital requirements and towards general

corporate purpose.

DIVIDEND:

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

2014.

INSURANACE:

The company’s assets have been adequately insured against major risks.

FIXED DEPOSITS:

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

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND:

Some of the amount sent by DD as Dividend has been returned back to the company due to change

of address of share holders or non availability. Despite the reminder, the amount is remaining un

claimed and lying in separate account in the bank. The amount of Rs. 21,646/- being unclaimed

dividend for the year 2005-06 has been transferred during the year to Investor Education and Protection

Fund.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Information in accordance with the provisions of section 217(1) (e) of the Companies Act, 1956 read

with Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 regarding

conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is given

as Annexure-‘A’ forming part of this report.

AUDITORS REPORT:

With reference to the observations made by the Auditors in their report, the notes forming part of

Accounts are self explanatory and hence do not require any further clarification.

PARTCULARS OF EMPLOYEES:

None of the employees is drawing remuneration in excess of the limits specified in section 217(2A)

of the Companies Act, 1956.

DIRECTORS:

Pursuant to the notification of Sec. 149 and other applicable provisions of Companies Act, 2013, your

Directors are seeking appointment of Dr. R. R. Pujari as Independent Director for five consecutive

years for a term upto 31st March, 2019. Details of the proposal for appointment of Dr. R. R. Pujari is

15

mentioned in the Explanatory Statement under Section 102 of Companies Act, 2013 of the Notice of

27th Annual General Meeting.

AUDITORS:

The auditors of the company M/s. NAC And Associates LLP (formerly C. P. Ranka & Co.), Chartered

Accountants, Secunderabad retires at conclusion of this Annual General Meeting and being eligible,

offer them-selves for re-appointment. The company has received a letter from the auditors to this

effect.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with BSE Limited, a Management Discussion and

Analysis Report and a Report on Corporate Governance are given elsewhere in the annual report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the companies Act,1956 the Directors to the best of knowledge

and believe hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been

followed along with proper explanation relating to material departures;

ii) The directors have selected such accounting polices and applied them consistently and

made judgment and estimates that are reasonable and prudent so as to give a true and

fair view of the state of affairs of the company at the end of financial year and of the profit of

the company for that period;

iii) The Directors have taken proper and sufficient care to the best of their knowledge and

ability for the maintenance of adequate accounting records in accordance with the provisions

of this Act for safeguarding the assets of the company and for preventing and detecting

fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis.

STOCK EXCHANGES:

Company’s present Equity shares are listed in BSE Limited and the Company has paid the Listing

Fees to the Stock Exchange for the Financial Year 2014-15.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to all staff members for their contribution

towards growth of the company and Banker viz. State Bank Of India for their support and also place on

record their appreciation for the continuing support extended by the Shareholders.

By the Order of the Board of Directors

For RAJ PACKAGING INDUSTRIES LTD.

Sd/-

Place : Hyderabad PREM KANKARIA

Date : 29.05.2014 MANAGING DIRECTOR

(DIN : 00062584)

16

ANNEXURE TO THE DIRECTOR'S REPORT

ANNEXURE – ‘A’

Particulars required under the companies (disclosures of particulars in the report of Board of Directors)Rules, 1988.

A. Conservation of Energy

a. Energy Conservation measures taken

i) Company has put capacitors at various points to regulate / maintain power factor.

ii) Company has installed UPS to maintain continues supply to critical plants thus notonly reducing wastage but also saving energy of again and again heating the plant.

FORM - A

(Form for disclosure of particulars with respect to conservation of Energy)

A. Power & Fuel Consumption (Amount in Rupees)

2013-14 2012-13

1. Electricity

a. Purchased

Units - KWH 1831882 1436644

Total Cost - Rs. 15779056 9023354

* Average Rate/ Unit - Rs. 8.61 6.28

b. Own Generation

Through Diesel Generator

Units - KWH 79779 184948

Total Cost - Rs. 1562222 3375985

Units per Unit of Fuel 2.90 2.90

Cost / Unit - Rs. 19.58 18.25

B. Consumption of electricity Per Unit of Production i.e. for finished product

Electricity (KWH) per K.G of Finished Product. 0.60 0.57

C. Research & Development.

i). The Company has constantly changing input mix to produce superior product.

ii) Changed equipments to optimize use of costly inputs whereby reducing cost of production and

increasing profitability.

FORM – B

(Form of Disclosure of particulars with respect to Technology Absorption & Foreign Exchange

Earnings & Outgo)

2013-14 2012-13

Research & Development (R & D) Nil Nil

Technology absorption, adoption and innovation Nil Nil

Foreign Exchange Earnings Nil Nil

Foreign Exchange outgo (Rs. in Lakhs) 2001.11 1326.19

17

ANNEXURE – ‘B’

MANAGEMENT’S DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis report coveringthe performance and outlook of the company is given below:

! FORWARD LOOKING STATEMENT

This report contains Management’s perception of business activities of the company and also analysisof financial condition, performance and operation of the company describing its objectives,expectations and predictions which includes words like plan, projects, estimates and anticipatesand so on which may be forward looking within the meaning of applicable laws and regulations.Forward-looking statements are based on certain assumptions and expectations of future events.

Important factors that could influence the company’s operations include various internal as well asexternal factors such as government’s policy changes which may not be in the hands of themanagement and company. All statements that address expectations or projections about the future,including but not limited to statements about the company’s strategy for growth, product development,market position and financial results, are forward-looking statements. The company cannot guaranteethat these assumptions and expectations are accurate or will be realized. The company’s actualresults, performance or achievements, could thus differ materially from those projected in any suchforward-looking statements. The company assumes no responsibility to publicly amend, modify orrevise any forward-looking statements, on the basis of any subsequent developments, informationor events.

! INDUSTRY STRUCTURE AND DEVELOPMENTS

RPIL is engaged in manufacture of multilayer co-extruded plastic film and flexible packaging material.It is a part of the plastic packaging material industry. The packaging material is important to severalproducts, hence this industry is growing very rapidly not only at its own but also because of growth ofseveral industries which are using packing material. Plastic packaging industry in India, are traditionallyoperating as small and medium scale industry. There has been mushrooming growth of smallprocessing industries due to not very high investments and comparative less entry barriers.

However, there has been marked changes due to multinational coming into food packaging, rapidgrowth in organized retail sector , mall culture coming to existence and the customer demands areever increasing for better quality and sophisticated products.

With changes in food habits giving into to loose material to everything in packed conditions andretailers to sophisticated stores offering packed food items, demand for packing material hasincreased many fold. Now every item from bhujia to papad to sugar and salt to atta is being packedin flexible plastics.

This has brought about structural changes in the industry – units growing and migrating from smallto medium scale. More and more numbers are being added to the organized sector.

We can see technical up gradation both in the machinery and process, along with development ofnew generation of raw materials. This has resulted into several new players coming into industry,existing players expanding and creating new capacities thus opening new horizons. Several highoutput machines both in processing as well as conversion field are established. This has resultedinto over capacity in many areas and industries have been subjected to cut throat competition amongplayers and the fittest will survive.

! OVERVIEW OF THE ECONOMIC SCENARIO

The Global Economy showed signs of recovery during the year 2013-14 after almost 4 years sincethe onset of financial crisis. The recovery time is different as developed economies consolidatedwhile most emerging markets face challenges to reviving growth. The USA finally introduced gradual

18

tapering of its stimulus packages which has so far not destabilized global financial markets. But

emerging markets like India faced multiple challenges: capital outflows, intense exchange ratevolatility and current account deficits. A combination of persistent inflation, fiscal imbalances, externalsector vulnerabilities and low investments resulted in sluggish domestic demand growth. Fiscaland monetary initiatives taken by the Govt of India and RBI helped stabilize financial market conditionsbut the domestic macro-economic environment still remains challenging.

The GDP growth of Indian economy was 4.7% in the year 2013-14. The economy has remainedchallenged as growth has been below 5% in the last 7 quarters with exception in one quarter. Thisslowdown has coincided with a decline in financial savings, low and sluggish growth in fixed capitalformation over successive quarters, persistently high inflation, low business confidence andparticularly inadequate structural policy measures which have had a profound effect on potentialgrowth.

The year witnessed sustained high inflation and a highly volatile exchange rate in the first half of theyear. The subsequent tightening of the monetary policy effectively choked economic recovery.Domestically, structural reforms did not proceed at the pace expected by markets, as bottleneckscontinued to hamper investment projects, particularly in the critical power sector.

With the exception of the agriculture, all the other sectors in the economy continued to remain weakin 2013-14. The industrial sector continued to lag and declined by 0.1%, a 22 year low. The entrenchedstagnation in economic growth over two year’s reflects a subdued investment and consumptiondemand which has resulted in contraction in production of manufacturing sector, capital goods andconsumer durables in the current year. Also, growth in services sector which is the largest contributorto GDP remained almost stagnant at 6.2% in 20113-14 with growth decelerating in the trade, hotel,transport and communication sector. The only sub-sector that recorded a growth of 12.9% wasfinancing, insurance and real estate.

India’s earlier consumption-lead growth story post 2008 continued to falter, with private andgovernment sector consumption decelerating in 2013-14. Also, private final consumption expenditurewhich has the largest share of 60% in the GDP, slowed down further at 4.9% in 2013-14 from 5.0% in2012-13. On the investment side, gross fixed capital formation declined by 0.1% in 2013-14 from analready negligible growth of 0.8% in 2012-13. However it was the external factor that stemmed the rot,with a gradual recovery in the exports (8.4%) due to competitiveness growth due to weaker currencyand pick up in demand in some advanced economies, and a contraction in imports (-2.6%) due tosharp policy moderation in gold imports.

! BUSINESS PERFORMANCE AND OVERVIEW 2013-14

The company continues to travel on growth path in spite of many hurdles. There has been markedimprovement in capacity utilization by RPIL after the expansion. The company has been able toachieve higher output per hour and also per unit of power with new plant. Had there not been newplant the output and cost of producing per kg of film would have gone up substantially. More over therehas been marked improvement in the quality of film which we are supplying. The new plant andmachinery has given strength to the company to stand in the market amidst keen competition.

The company has been able to improve quality of printing of film with new printing machine with autocontrol systems, ARC and Turret system, which improves performance and reduce the wastage.

There has been notable improvement in the product which the company is capable of delivering tothe customers whether it is oil or lamination film.

Your company has developed and expanded its market for lamination film supplying to variousconverters. The share of lamination film to the total volume has been steadily increasing. The flexiblepackaging industry particularly converting industry is increasing by nearly 12% on year to year basis.This is the niche area providing tremendous support and opportunity for increasing the volume.

19

The sustained efforts put by the company added by the market situation has resulted into increasedorders for five layer film for oil packaging during the current financial year.

These all has resulted into much improved performance of the company. The company’s volume and

turnover has improved and resulting into increased profitability and overall profits. The worst is over

and company has shown profits in consequent five quarters.

Though company is back to earning profits but due to pressure on finances to meet working capital

requirements of increasing business and bank not providing need based support, Board has not

recommended payment of dividend to strengthen the balance sheet of the company.

! FINANCIAL REVIEW AND WORKING CAPITAL MANAGEMENT

RPIL has shown total income of Rs.4290 lakhs as compared to Rs.3160 lakhs (both are net of

excise) for the year. The company’s operating profit stood at Rs. 309.53 lakhs and PAT at Rs.89.03

lakhs for current year as against Rs.200.13 lakhs and Rs. (4.26) lakhs for previous year.

The turnover of company has increased by 36%, operating profit by 54% and net profit substantially

from loss of 4.26 lakhs to profit of 89 lakhs .

Though the company has earned moderate profits, the dividend has been skipped to augment the

long term resources.

During the previous year company has issued 6 lakh convertible warrants to promoters on preferential

basis. Out of these 220000 lakh warrants were converted into equity shares at a premium of Rs. 14/

- per share during the current year. This has not only resulted into augmenting resources but shows

Promoters commitment towards the company.

Since increased activities need increased funds there were stresses on working capital and thus

unsecured loans arranged in the earlier years helped to augment medium term resources.

The management feels it is temporary phase and company will soon be generating enough to fund

its requirements.

CRISIL has reconfirmed the BB /Stable rating to company’s Cash Credit and Term Loan facilities

with the Bank.

! OUR OPPORTUNITY

Indian economy is demand and consumption based so less impacted by slow down and is seeing

continuous growth particularly, food articles and retails, however, growth may be slower than its

potential. Domestic Consumption remains one of the key growth engines of the Indian economy.

With a large and growing population, significant additions to the working age population over the

medium to long term, rising disposable incomes including in rural areas and Government’s increasing

spends on the social sector to foster inclusive growth – the structural drivers for rapid growth in

consumption are in place.

Now with changed food habits and life style giving way to packed food of every nature and lot of player

from small to big Multi nationals coming into food packaging and asking for new, improved and

sophisticated packs the industry is certainly poised for big growth.

This presents several attractive opportunities especially for packaging sector.

The organized retail sector which was started in India a few years back though not picked up as

anticipated but is gradually picking up the momentum and promises a great future. If that be the

case, then packaging is going to play a major roll. We see the per capita plastic consumption to

increase in India with the growth of retail sector which will provide immense support to our industry.

The domestic polymer consumption has shown healthy growth of more than 15%. The largest sector

contributing nearly half of the value is flexible packaging of which your company is part. This provides

ample opportunities to grow.

20

Raj Packaging will always look forward to grabbing the opportunity and will continue its efforts to

maintain its leadership not just in the present market but across the country and further look to areas

where it can enhance its profitability with new product or new market.

The company which henceforth supplying its lamination film to converting industry for converting into

laminates can now put up its own facility for making laminates which will give tremendous boost to

revenues of the company and increase its profitability.

! OUR CHALLENGES

Where there are opportunities and prospects for growth, there are challenges too in the form of

growing competition. Challenges from within and outside. Within the company the challenge is to

maintain quality standards and customer satisfaction. The challenge is to keep the cost low. To have

sustainable growth , the company has to maintain its leadership, and to do that the company has to

invest money in upgrading technology and put new facilities. These challenges are further overcome

by developing new products, developing new markets, concentrating on niche and premium markets,

cutting cost by better efficiency and using improved and better raw materials and procuring them at

right time and right price.

However, it is more difficult to meet challenges of external factors which are not in hands of company

and management. But it is necessary to face them.

! INTERNAL CONTROL SYSTEMS –THEIR ADEQUACY

Our company has adequate internal control systems, commensurate with its size and complexity of

operation. The company maintains an adequate and effective internal control systems and suitable

monitoring procedures with regard to purchase of raw material, stores, plant and machinery,

equipment and other assets as well as for sale of goods. The financial and commercial activities

have been structured to provide adequate support and controls for the business of the country.

The challenge is to ensure proper controls and monitoring system with reasonable cost keeping in

view that the company is small.

The company has appointed Internal Auditors during the year. They are carrying out internal audit of

financial records of the company as per audit plan decided by Board. Their reports are submitted on

quarterly basis which is being reviewed by Audit Committee and Board of Directors along with Action

Taken by the Management.

This is ensuring proper compliance of various laws and timely corrective steps are taken for any

lapse reported.

The company believes that these internal control systems with proper monitoring by Internal Auditor

will provide a reasonable assurance that transactions are executed properly and that they are recorded

in all material respects to permit preparation of financial statements in conformity with established

accounting principles and the assets of the company are adequately safe-guarded.

! SUSTAINABLE GROWTH AND CORPORATE SOCIAL RESPONSIBILITY

It is imperative in today’s dynamic environment that any business should not only take care of interest

of immediate stakeholders but also take care of earth, planet, universe and also society in which it

works. Fruits of its growth should be shared with the society.

With new company Law in place which makes CSR mandatory for companies- your company is

ready to take on this responsibility. In past also company has contributed towards development of

area including roads near to its factory which is rural village. In future also the company has plan to

take on more work to uplift the lives of people and the area where it is working .

! MATERIAL DEVELOPMENTS IN HUMAN RESOURCES /INDUSTRIAL RELATIONS

The company values its relationship with employees and ensures to create an environment and

culture where employee is enthused to put his best efforts and maximize his contribution. Overall the

relationship with the employees is cordial.

21

ANNEXURE - ‘C’

REPORT ON CORPORATE GOVERNANCE

1. Company’s philosophy on Corporate Governance

CORPORATE GOVERNANCE

RPIL is committed to best practices in the area of Corporate Governance. Good governance

facilitates effective management and control of business, maintaining a high level of business

ethics and optimizing the value for all stakeholders.

The Corporate Governance Structure in the Company assigns responsibilities and entrusts

authority among different participants in the organization viz. the Board of Directors, the Senior

Management, Employees, etc.

COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

The Company’s philosophy on Corporate Governance is based on the principles of integrity,

fairness, equity, transparency, accountability and commitment to values. RPIL’s Corporate

Governance policy is based on the following principles:

(i) Independence and versatility of the Board

(ii) Integrity and ethical behavior of all personnel

(iii) Recognition of obligations towards all stake holders – customers, employees and

shareholders

(iv) High degree of disclosure and transparency levels

(v) Total compliance with laws in all environments in which the company operates

(vi) Achievement of above goals with compassion for people and environment

The Company recognizes that good Corporate Governance is a continuing exercise and

committed to follow the best practices in the overall interest of the stakeholders. The Securities

and Exchange Board of India (SEBI) has specified certain mandatory governance practices,

which are incorporated in Clause 49 of the Listing Agreement of Stock Exchanges. This section,

along with the section on “Management Discussion & Analysis” and “Additional Shareholders’

Information” constitute the Company’s compliance with Clause 49 of the Listing Agreement.

2. Board of Directors

A. Composition

a. As on the date of this report, the Company has 4 Directors. The meetings are Chaired

by independent director. Out of Four (4) Directors, Three (3) are Non-Executive

Independent Directors. The composition of the Board is in conformity with clause 49 of

the Listing Agreements entered into with the Stock Exchanges and meets the stipulated

requirements.

b. None of the Directors on the Board is a Member of more than 10 committees or Chairman

of more than 5 companies across all the Companies in which he is a Director. The

Directors have made necessary disclosures regarding Committee positions in other

public companies.

22

c. The names and categories of the Directors on the Board, their attendance at Board

Meetings held during the year and the number of Directorships and Committee

Chairmanships / Memberships held by them in other companies is given below. Other

Directorships do not include alternate directorships, directorships of private limited

companies, section 25 companies and of companies incorporated outside India.

Chairmanship / Membership of Board Committees include only Audit and Investors

Grievance Committees/Stakeholders Relationship Committee.

Composition and category of Directors on the Board is given below:

Name of the Director Category Number of Number of Board

Directorships Committee

in other memberships

Companies held in other

Companies

Mr. Prem Kankaria Promoter &

Managing Director 2 NIL

Mr. Suresh Chandra Bapna Independent Director NIL NIL

Mr. V. S.N. Murthy Independent Director 3 NIL

Dr. R.R.Pujari Independent Director 8 NIL

d. Pecuniary relationship or transactions of the Non-Executive Directors vis-à-vis the

Company.

None of the Non-Executive Directors has any pecuniary relationship or transactions

with the Company except receipt of sitting fees.

During the Financial Year 2013 - 14 the Board of Directors met 4 times on the following

dates: 29.05.2013, 15.07.2013, 13.11.2013, and 12.02.2014

e. The time gap between any two Board Meetings did not exceed four months.

Attendance of Directors at Board Meetings and at the last Annual General Meeting

(AGM) held on 30th September 2013.

Name of the Director Number of Board Number of Attendance

Meetings held board meetings at last AGM

during the tenure attended

of the director in

the year 2013-14

Mr. Prem Kankaria 4 4 Yes

Mr. Suresh Chandra Bapna 4 4 Yes

Mr. V. S.N. Murthy 4 4 Yes

Dr. R.R.Pujari 4 4 No

23

BOARD’S PROCEDURE

Agenda papers along with explanatory statements were circulated to the Directors in advance

for each of these meetings. All relevant information as per Clause 49 of the Listing Agreement

was placed before the Board from time to time.

1. AUDIT COMMITTEE

I). The Audit Committee of the Company is constituted in line with the provisions of Clause

49 of the Listing Agreements with the Stock Exchanges read with Section 292A of the

Companies Act, 1956.

II) The terms of reference of the Audit Committee include a review of;

! Overview of the Company’s financial reporting process and disclosure of its financial

information to ensure that the financial statements reflect a true and fair position

and that sufficient and credible information is disclosed.

! Recommending the appointment and removal of external auditors, fixation of audit

fee and also approval for payment for any other services.

! Discussion with external auditors before the audit commences, of the nature and

scope of audit as well as post-audit discussion to ascertain any area of concern.

! Reviewing the financial statements and draft audit report including quarterly / half

yearly financial information.

! Reviewing with management the annual financial statements before submission to

the Board, focusing on:

i Any changes in accounting policies and practices;

ii Qualification in draft audit report;

iii Significant adjustments arising out of audit;

iv The going concern concept;

v Compliance with accounting standards;

vi Compliance with stock exchange and legal requirements concerning financial statements;

vii Any related party transactions

! Reviewing the company’s financial and risk management’s policies.

! Disclosure of contingent liabilities.

! Reviewing with management, external and internal auditors, the adequacy of internal

control systems.

! Reviewing the adequacy of internal audit function, including the audit character, the

structure of the internal audit department, approval of the audit plan and its execution,

staffing and seniority of the official heading the department, reporting structure,

coverage and frequency of internal audit.

! Discussion with internal auditors of any significant findings and follow-up thereon.

24

! Reviewing the findings of any internal investigations by the internal auditors into the

matters where there is suspected fraud or irregularity or a failure of internal control

systems of a material nature and reporting the matter to the Board.

! Looking into the reasons for substantial defaults in payments to the depositors,

debenture holders, shareholders (in case of non-payment of declared dividends) and

creditors.

! Reviewing compliances as regards the Company’s Whistle Blower Policy.

III) Previous Annual General Meeting of the Company was held on 30th September 2013

and Mr. V.S.N. Murthy, Chairman of the Audit Committee, attended previous AGM.

IV) The composition of the Audit Committee and the attendance of each member of the

Audit Committee are given below:

Composition

The Company has constituted an Audit Committee comprising of the following:

S.No Name of the Director Designation Nature of Directorship

1 Mr. V. S.N. Murthy Chairman Non-Executive & Independent Director

2 Mr. Suresh Chandra Bapna Member Non-Executive & Independent Director

3 Dr. R.R.Pujari Member Non-Executive & Independent Director

V) Four Audit Committee meetings were held during the year. The dates on which the said

meetings were held are as follows: 29.05.2013, 15.07.2013, 13.11.2013, and 12.02.2014.

The necessary quorum was present at all the meetings.

Attendance during the year 2013-14:

Name Number of meetings Number of meetings

held during the year attended during the year

Mr. V.S.N. Murthy 4 4

Mr. Suresh Chandra Bapna 4 4

Dr. R.R.Pujari 4 4

4. Nomination and Remuneration Committee:

The Company has constituted Nomination and Remuneration Committee to decide, fix the

remuneration payable to the Managing Director of the Company.

However, the remuneration of the Managing Director is subject to approval of the Board, and

of the Company in the General Meeting and such approvals as may be necessary. The

remuneration structure of Managing Director comprises of salary only.

A. Composition

The Remuneration Committee consists of the following Directors:

25

S.No Name of the Director Designation Nature of Directorship

1 Mr. V. S.N. Murthy Chairperson Non-Executive & Independent Director

2 Mr. Suresh Chandra Bapna Member Non-Executive & Independent Director

3 Dr. R.R.Pujari Member Non-Executive & Independent Director

One Remuneration Committee Meeting was held on 13th November 2013, during the period

under review and all the members of the Committee were present.

B. Brief description of terms of reference

The Remuneration Committee shall function in accordance with the terms of reference made by

the Board of Directors, which are given as follows:

1. To fix the remuneration packages of Executive Directors i.e., Managing Director, Whole

time Directors, etc.,

2. To decide on the elements of remuneration package of all the Directors i.e., salary, benefits,

bonuses, stock options, pension etc.”

The Non-executive Directors were paid sitting fees for the financial year 2013-14.

The details of the salary and commission paid / payable for the Financial Year ended 31st

March, 2014 to the Managing / Whole-time Director is as under:

The details of the remuneration/sitting fees paid to the Directors during the financial year 2013-

2014 are given hereunder:

(Amount In Rupees)

Directors Salary Sitting Fees Total

Mr. Suresh Chandra Bapna —- 40,000 40,000

Mr. V.S.N.Murthy —- 40,000 40,000

Dr.R.R.Pujari —- 40,000 40,000

Mr. Prem Kankaria 30,00,000 —- 30,00,000

The Company does not have any stock option scheme to the Directors. The appointments

are made in accordance with the terms and conditions specified in the respective resolutions

passed by the members in the General Meetings, which do not provide for severance fees.

5. Stakeholders Relationship Committee/Investors’ Grievance Committee

A. Composition

Your Company has constituted a Stakeholders Relationship Committee/ Investors’ Grievance

Committee consisting of the following Directors:

S.No Name of the Director Designation Nature of Directorship

1 Mr. Suresh Chandra Bapna Chairperson Non-Executive & Independent Director

2 Mr. V. S.N.Murthy Member Non-Executive & Independent Director

3 Dr. R.R.Pujari Member Non-Executive & Independent Director

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B. Powers

The Committee has been delegated with the following powers:

! to redress shareholder and investor complaints relating to transfer of shares,

Dematerialization of Shares, non-receipt of balance sheet, non-receipt of declared dividend

etc.

! to approve, transfer, transmission, and issue of duplicate / fresh share certificate(s)

! Consolidate and sub-division of share certificates etc.

! To redress, approve and dispose off any, other complaints, transactions and requests etc.,

received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares to the

Registrar and Share Transfer Agents, who process share transfers within a week of lodgment in

the case of shares held in physical form.

6. General Body Meetings

Date Time Venue No. of Special Subject

Resolutions

passed

30-09-2013 11.30 A.M Survey No. 715,

Kondamadugu

Village, Bibinagar

Mandal, Nalgonda Dist. Nil Nil

29-09-2012 10.30 A.M Hotel Inner Circle,

Lane beside Saboo

Motors, Rajbhavan

Road, Hyderabad 1 Re-appointment of

Managing Director

26-09-2011 11.30 A.M Hotel Inner Circle,

Lane beside Saboo

Motors, Rajbhavan

Road, Hyderabad Nil Nil

7. Resolutions Passed through Postal Ballot:

No resolution was passed during the year through postal ballot.

8. Auditors’ Certificate on Corporate Governance

Auditors’ Certificate on Corporate Governance as required by revised Clause 49 of the

Listing Agreement is given as an annexure to the Director’s Report.

9. Disclosures

! The Company has not entered into any transaction of material nature with related

parties i.e., Directors, Management, their relatives conflicting with the Company’s

interest.

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! Details of non-compliance

There has been no non-compliance of any legal requirements nor have been any

strictures imposed on the Company by Stock Exchanges or SEBI or any statutory

authority on any matter related to capital markets during the last 3 years.

! Whistle Blower policy

We have established a mechanism for employees to report concerns about unethical

behavior, fraud or violation of code of conduct of the Company. The mechanism provided

direct access to the Chairman of the Audit Committee for exceptional cases. All

employees can also directly meet the Audit Committee members of the Company. The

Whistle Blower Policy has been posted on the Intranet of the Company.

! Compliance with non-mandatory requirements of clause 49 of the listing

agreement

The Company has complied with the non –mandatory requirements relating to

remuneration committee and Whistle Blower policy to the extent detailed above and

has not complied with other non-mandatory requirements.

! Management Discussion and Analysis

A detailed section on ‘Management Discussion and Analysis’ (MDA), pursuant to Clause

49 of the Listing Agreement forms part of this Annual Report.

Disclosure of Accounting Treatment

The Company has complied with the appropriate accounting policies and has ensured that they

have been applied consistently. There have been no deviations from the treatment prescribed in

the Accounting Standards notified under Section 211 (3C) of the Companies Act, 1956.

Non-Executive Directors’ Compensation and Disclosures

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions

with the Company which in the Judgment of the Board may affect the independence of the

Directors.

CEO/ CFO Certification

The CEO and CFO certification of the financial statements for the year 2013-14 is provided

elsewhere in this Annual Report.

10. Means of Communication

The quarterly, half-yearly and yearly financial results will be sent to the Stock Exchanges

immediately after the Board approves the same and these results will also be published in

prominent daily newspapers. These financial statements, press releases are also posted on the

Company’s website, at www.rajpack.com. As the financial performance of the Company is well

published, individual communication of half yearly results are not sent to the shareholders.

There are no presentations made to the Institutional Investors or Analysts.

The Management Discussion and Analysis Report forms part of the annual report, which is

posted to the shareholders of the Company.

28

11. General Shareholder Information:

The following information would be useful to the shareholders:

a) Twenty Seventh Annual General Meeting

Day, Date ,Time : Saturday, 27th September, 2014.

Venue : At 11.00 A.M at Hotel Inner Cirlce,

Lane beside Saboo Motors, Raj Bhavan Road,

Hyderabad – 500 082.

b) Financial Year and Financial year Calendar 2014-15 (Tentative Schedule)

Financial year to which the Annual General Meeting relates: 2013-14

Financial calendar: 2014-15

Adoption of Quarterly results for the Quarter ending

! 30th June, 2014 : 14th August, 2014

! 30th September, 2014 : 1st/2nd Week of November, 2014

! 31st December, 2014 : 1st/2nd Week of February, 2015

! 31st March, 2015 : on or before 30th May 2015

Annual General Meeting (Next year) : August / September, 2015

c) Book Closure Date

20th September 2014 to 27th September 2014 (both days inclusive)

d) Listing on Stock Exchanges : BSE Limited

e) Stock Code

! Stock Code / Symbol : BSE 530111 / RAJPACK

! Demat ISIN number in NSDL & CDSL : INE 639C01013

f) Market Price Data

The monthly high / low prices of shares of the Company from April, 2013 to March,

2014 at Bombay Stock Exchange:

The Company’s Monthly high and low quotations of shares traded on the Stock

Exchange, Mumbai are as follows:

Month High Low Month High Low

April,13 24.00 19.05 October,13 24.30 21.00

May,13 23.80 18.00 November,13 24.00 19.60

June,13 22.35 17.10 December,13 22.00 19.10

July,13 21.30 17.20 January,14 20.35 17.50

August,13 22.80 19.50 February,14 21.50 18.85

September,13 22.75 20.50 March,14 22.00 19.50

29

g) Performance in comparison with BSE Sensex

BSE Sensex Vs Raj Packaging

h) Registrars and Transfer Agents

CIL Securities Ltd.

214, Ragahvaratna Towers,

Chirag Ali Lane,

Hyderabad – 500 001

i) Share Transfer System

SEBI has vide its circular dated 27-12-2002, directed that all work relating to share registry,

both physical and demat should be maintained at a single point. Accordingly, the Share

Transfers, both physical and demat form, are done by the Registrar and Share Transfer

Agents i.e., CIL Securities Limited, Hyderabad. The requests received for transfer of shares

in physical form are generally completed within the stipulated time.

12. (A) Shareholding pattern as on 31.03.2014

Sl.No. Category No.Of Shares % of Holding

A. Shareholding of Promoter & Promoter Group 1414198 32.22

B. Public Shareholding

1. Institutional Investors 1000 0.02

2. Private Corporate Bodies 213487 4.86

3. Non-resident Indians 51392 1.17

4. Indian Public 2703139 61.58

5. Clearing Members 6534 0.15

Total 4389750 100.00

30

(B) Distribution of Shareholding as on 31.03.2014

Shares Held No. of Share % of Share No of Share % of Share

Holders Holders Held Holding

Up to 500 2366 79.91 374063 8.52

501 - 1000 256 8.65 211480 4.82

1001 - 2000 142 4.80 225587 5.14

2001 - 3000 68 2.30 173219 3.95

3001 - 4000 25 0.84 89954 2.05

4001 - 5000 17 0.57 80884 1.84

5001 -10000 39 1.32 286623 6.53

10001 above 48 1.62 2947940 67.16

T O T A L 2961 100.00 4389750 100.00

Physical Mode 683 23.07 244016 5.56

Electronic Mode 2278 76.93 4145734 94.44

T O T A L 2961 100.00 4389750 100.00

13. Demateriallisation of Shares and Liquidity

Trading in Company’s shares is permitted only in dematerialised form for all investors. The

ISIN allotted to the Company’s scrip is INE 639C01013. Investors are therefore advised to

open a demat account with a Depository participant of their choice to trade in dematerialized

form. Shares of the Company are actively traded in BSE Limited, Mumbai.

Particulars No. of Shares % Share Capital

NSDL 2258602 51.45

CDSL 1887132 42.99

PHYSICAL 244016 5.56

Total 4389750 100.00

14. Address for Correspondence

Plant Location The Company’s plant is located at:Survey No. 715, Kondamadugu

Village, Bibinagar,Dist. Nalgonda,Telangana, India.

Address for The share holders’ correspondence should be addressed to:

Correspondence Raj packaging Industries Limited,6-3-1090/C-4, Opp.Kapadia

Lane, Raj Bhavan Road, Hyderabad – 500 082.Telangana.

R & T Agent CIL Securities Ltd. 214, Ragahvaratna Towers, Chirag Ali Lane,

Hyderabad – 500 001

15. OTHER DISCLOSURES AS PER CLAUSE 49 OF THE LISTING AGREEMENT

DECLARATION REGARDING CODE OF CONDUCT

To the Shareholders

I hereby declare that all the Directors and Senior Management Personnel have confirmed

compliance with the Code of Conduct as adopted by the Company

Sd/-

Hyderabad PREM KANKARIA

29th May 2014 MANAGING DIRECTOR

31

CEO/CFO CERTIFICATION

To

The Board of Directors,

Raj Packaging Industries Ltd.

I have reviewed the financial statements, read with the cash flow statement of Raj Packaging

Industries Ltd. for the year ended 31st March 2014 and that to the best of our knowledge and

belief, we state that:

a. (i) these statements do not contain any materially untrue statement or omit any material

fact or contain statements that may be misleading;

(ii) These statements present a true and fair view of the company’s affairs and are in

compliance with current accounting standards, applicable laws and regulations.

b. There are, to the best of our knowledge and belief, no transaction entered into by the

company during the year which are fraudulent, illegal or in violation of the Company’s

code of conduct.

c. We accept responsibility for establishing and maintaining internal controls for financial

reporting. We have evaluated the effectiveness of internal control systems of the

company pertaining to financial reporting and have disclosed to the Auditors and the

Audit Committee, deficiencies in the design or operation of such internal controls, if

any, of which we are aware and steps taken or proposed to be taken for rectifying

these deficiencies.

d. We have indicated to the Auditors and the Audit Committee;

(i) Significant changes, if any in accounting policies made during the year and that the

same have been disclosed in the notes to the financial statements; and

(ii) That there were no instances of significant fraud of which we have become aware.

Sd/-

Hyderabad PREM KANKARIA

29th May 2014 MANAGING DIRECTOR

32

Compliance Certificate

Authorized Capital: Rs. 5,00,00,000

Regn No: 01 –007550

To,

The Members

M/s. Raj Packaging Industries Limited.

Hyderabad

I have examined the registers, records, books and papers of M/s. Raj Packaging Industries Limited.

(the company) as required to be maintained under the Companies Act, 1956 (the Act) and the rules

made thereunder and also the provisions contained in the Memorandum and Articles of Association

of the company for the financial year ended on 31st March, 2014. In my opinion and to the best of my

information and according to the examination carried out by me and explanations furnished to me by

the company, its officers and agents, I certify that in respect of the aforesaid financial year:

1. The company has kept and maintained all registers as stated in Annexure ‘A’ to this certificate,

as per the provisions of the Act and rules made thereunder and all entries therein have been

duly recorded.

2. The company has duly filed the forms and returns as stated in Annexure ‘B’ to this certificate,

with the Registrar of Companies, Regional Director, Central Government, Company Law Board

or other authorities prescribed under the Act and the rules made thereunder.

3. The company being public limited company, comments are not required.

4. The Board of Directors duly met times 4 on 29.05.2013, 15.07.2013, 13.11.2013, 12.02.2014 in

respect of which meetings proper notices were given and the proceedings were properly

recorded including the circular resolutions passed in the Minutes Book maintained for the

purpose.

5. The company closed its Register of Members or Debenture holders from 25th September 2013

to 30th September 2013 and necessary compliance of section 154 of the Act has been made.

6. The Annual General meeting for the financial year ended on 31st March 2013 was held on 30th

September 2013 after giving due notice to the members of the company and resolutions passed

thereat were duly recorded in Minutes Book maintained for the purpose.

7. No Extra ordinary general meeting was held during the financial year.

8. The company has not advanced any loans to its directors or persons or firms or companies

referred to under section 295 of the Act.

9. The company has not entered into any contacts falling within the provisions of Section 297 of

the Act.

10. The company has made necessary entries in the register maintained under section 301 of the

Act.

11. As there are no instances falling within the purview of Section 314 of the Act, the company has

not obtained any approvals from Board of Directors, Members or Central Government as the

case may be.

12. The Board of directors or duly constituted committee of Directors has approved the issue of

duplicate share certificates.

13. (i) The Company has delivered all the certificates on allotment of securities and on lodgment

thereof for transfer. There was no transmission of securities during the financial year.

(ii) The company has not deposited any amount in a separate bank account as no dividend

was declared during the financial year.

(iii) The company was not required to post warrants to any member of the company as no

dividend was declared during the financial year.

33

(iv) transferred the amount in unpaid dividend account which have remained unclaimed orunpaid for a period of seven years to Investor Education and Protection Fund.

(v) The company has complied with the requirements of Section 217 of the Act.

14. The Board of Directors of the company is duly constituted. There was no appointment of additionaldirectors, alternate directors and directors to fill the casual vacancy during the financial year.

15. The company has not appointed any Managing Director / Whole time Director / Manager duringthe financial year.

16. The company has not appointed any sole selling agents during the financial year.

17. The company was not required to obtain any approvals from Central Government, CompanyLaw Boa