| Dear Members,
The Directors have pleasure in presenting before you the 28th Annual
Report of the Company together with the Audited Statements of Accounts
for the year ended 31st March, 2015.
1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:
(Rs. in lakhs)
Particulars 2014-15 2013-14
Gross Income 4518.27 4286.70
Profit Before Interest and Depreciation 374.44 309.53
Finance Charges 148.77 140.45
Gross Profit 225.67 169.08
Provision for Depreciation 68.55 65.39
Net Profit Before Tax 157.12 103.69
Provision for Tax
-Current Tax 44.91 21.64
- MAT Credit Entitlement 11.40 (2.29)
- Deferred Tax 17.25 (4.69)
Net Profit After Tax 83.56 89.03
Balance of Profit brought forward 283.74 194.71
Additional Depreciation as per New 5.21 -
Schedule II of Companies Act. 2013
Balance available for appropriation 362.09 283.74
APPROPRIATIONS
Proposed Dividend on Equity Shares 22.85 -
Tax on proposed Dividend 4.68 -
Transfer to General Reserve - -
Surplus carried to Balance Sheet 334.56 283.74
During the year under review, the Company has recorded an revenue of
Rs. 4498.54 lacs and the profit of Rs. 157.12 lacs as against the
revenue of Rs. 4281.41 lacs and profit of Rs. 103.69 lacs in the
previous financial year ending 31.03.2014.
The Company has 4.92% increase in revenue and 33.4% increase in
operating profit.
The company has been continuously working on quality up-gradation and
cost reduction plans for achieving efficient running of the
organization.
2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There were no material changes and commitments affecting financial
position of the company between 31st March and the date of Board's
Report.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the period under review and the date of Board's Report there was
no change in the nature of Business.
4. DIVIDEND:
The Board of Directors has recommended 5% dividend for the financial
year ended 31st March, 2015
5. BOARD MEETINGS:
The Board of Directors met 5 times during the year on 29.05.2014,
06.08.2014, 10.11.2014, 31.01.2015 and 30.03.2015 in respect of which
meetings, proper notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained for the purpose.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the period under review, Ms. Neepa Kankaria was appointed as
Additional Director and Mr. M. Narsimha was appointed as Chief
Financial Officer (CFO) of the Company w.e.f 30.03.2015. The
appointment of CFO and director was approved by the Board of Directors
in their meeting held on 30.03.2015.
Details of re-appointment /appointment of the director/ KMP:
Name of the Director/ CFO Ms. Neepa Kankaria
Date of Birth 08.09.1981
Date of Appointment 30.03.2015
Qualifications B.E., M.S.,
No. of Shares held in the Company 80,000
Directorships held in other companies
(excluding private limited and foreign companies) Nil
Positions held in mandatory
committees of other companies Nil
Name of the Director/ CFO Mr. M. Narsimha
Date of Birth 29.03.1980
Date of Appointment 30.03.2015
Qualifications M. Com
No. of Shares held in the Company Nil
Directorships held in other companies
(excluding private limited and foreign companies) Nil
Positions held in mandatory
committees of other companies Nil
POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS'
INDEPENDENCE
1. Scope:
This policy sets out the guiding principles for the Nomination &
Remuneration Committee for identifying persons who are qualified to
become Directors and to determine the independence of Directors, in
case of their appointment as independent Directors of the Company.
2. Terms and References:
2.1 "Director" means a director appointed to the Board of a Company.
2.2 "Nomination and Remuneration Committee means the committee
constituted in accordance with the provisions of Section 178 of the
Companies Act, 2013 and clause 49 of the Equity Listing Agreement.
2.3 "Independent Director" means a director referred to in sub-section
(6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of
the Equity Listing Agreement.
3. Policy:
Qualifications and criteria
3.1.1 The Nomination and Remuneration Committee, and the Board, shall
review on annual basis, appropriate skills, knowledge and experience
required of the Board as a whole and its individual members. The
objective is to have a board with diverse background and experience
that are relevant for the Company's operations.
3.1.2 In evaluating the suitability of individual Board member the HRNR
Committee may take into account factors, such as:
* General understanding of the company's business dynamics, global
business and social perspective;
* Educational and professional background
* Standing in the profession;
* Personal and professional ethics, integrity and values;
* Willingness to devote sufficient time and energy in carrying out
their duties and responsibilities effectively.
3.1.3 The proposed appointee shall also fulfill the following
requirements:
* shall possess a Director Identification Number;
* shall not be disqualified under the companies Act, 2013;
* shall Endeavour to attend all Board Meeting and Wherever he is
appointed as a Committee Member, the Committee Meeting;
* shall abide by the code of Conduct established by the company for
Directors and senior Management personnel;
* shall disclose his concern or interest in any company or companies or
bodies corporate, firms, or other association of individuals including
his shareholding at the first meeting of the Board in every financial
year and thereafter whenever there is a change in the disclosures
already made;
* Such other requirements as may be prescribed, from time to time,
under the companies Act, 2013, Equity listing Agreements and other
relevant laws.
3.1.4 The Nomination & Remuneration Committee shall evaluate each
individual with the objective of having a group that best enables the
success of the company's business.
3.2 criteria of independence
3.2.1 The Nomination & Remuneration Committee shall assess the
independence of Directors at time of appointment/ re-appointment and
the Board shall assess the same annually. The Board shall re-assess
determinations of independence when any new interest or relationships
are disclosed by a Director.
3.2.2 The criteria of independence, as laid down in companies Act, 2013
and Clause 49 of the Equity Listing Agreement, is as below:
An independent director in relation to a company, means a director
other than a managing director or a whole-time director or a nominee
director-
a. Who, in the opinion of the Board, is a person of integrity and
possesses relevant expertise and experience;
b. (i) who is or was not a promoters of the company or its holding,
subsidiary or associate company;
(ii) Who is not related to promoters or directors the company its
holding, subsidiary or associate company
c. Who has or had no pecuniary relationship with the company, its
holding, subsidiary or associate company, or their promoters, or
director, during the two immediately preceding financial year or during
the current financial year;
d. None of whose relative has or had pecuniary relationship or
transaction with the company, its holding, subsidiary or associate
company, or their promoters, or directors, amounting to two per cent or
more of its gross turnover or total income or fifty lakh rupees or such
higher amount as may be prescribed, whichever is lower, during the two
immediately preceding financial year or during the current finance year
e. Who, neither himself nor any of his relative-
(i) Holds or has held the position of a key managerial personnel or is
or has been employee of the or associate company in any of the three
finance years immediately preceding the finance year in which he is
proposed to be appointed;
(ii) Is or has been an employee or proprietor or a partner, in any of
the three finance year immediately preceding the finance year in which
he is proposed to be appointed of-
(A) a firm of auditors or company secretaries in practice or cost
auditors of the company or its holding, subsidiary or associate
company; or
(B) any legal or a consulting firm that has or had any transaction with
the company, its holding subsidiary or associate company amounting to
ten per cent or more of the gross turnover of more of the gross
turnover of such firm;
(iii) holds together with his relatives two per cent or more of the
total voting power of the company; or
(iv) is a chief Executive or director, by whatever name called, of any
non-profit organization that receives twenty-five per cent or more of
its receipt from the company any of its promoters , directors or its
holding subsidiary or associate company or that holds two per cent or
more of the total voting power of the company; or
(v) is a material supplier, service provider or customer or a lessor or
lessee of the company.
f. Shall possess appropriate skills experience and knowledge in one or
more field of finance , law management, sales, marketing
administration, research, corporate governance, technical operations,
corporate social responsibility or this disciplines related to the
company's business.
g. Shall possess such other qualifications as may be prescribed from
time to time, under the companies Act,2013.
h. Who is not less than 21 years of age
3.2.3 The independent Director shall abide by the "code for independent
Directors "as specified in Schedule IV to the companies A ct, 2013.
3.3 other directorships/ committee memberships
3.3.1 The Board members are expected to have adequate time and
expertise and experience to contribute to effective Board performance
Accordingly, members should voluntarily limit their directorships in
other listed public limited companies in such a way that it does not
interfere with their role as director of the company. The HRNR
Committee shall take into account the nature of , and the time involved
in a director service on other Boards, in evaluating the suitability of
the individual Director and making its recommendations to the Board.
3.3.2 A Director shall not serve as director in more than 20 companies
of which not more than 10 shall be public limited companies.
3.3.3 A Director shall not serve an an indecent Director in more than 7
listed companies and not more than 3 listed companies in case he is
serving as a whole-time Director in any listed company.
3.3.4 A Director shall not be a member in more than 10 committee or act
chairman of more than 5 committee across all companies in which he
holds directorships.
For the purpose of considering the limit of the committee, Audit
committee and stakeholder's relationship committee of all public
limited companies, whether listed or not, shall be included and all
other companies including private limited companies, foreign companies
and companies under section 8 of the companies Act, 2013 shall be
excluded.
Remuneration policy for Directors, key managerial personnel and other
employees
1. Scope:
1.1 This policy sets out the guiding principles for the Nomination and
Remuneration committee for recommending to the Board the remuneration
of the directors, key managerial personnel and other employees of the
company.
2. Terms and Reference:
In this policy the following terms shall have the following meanings:
2.1 "Director" means a Director appointed to the Board of the company.
2.2 "key managerial personnel" means
(i) The Chief Executive Office or the managing director or the manager;
(ii) The Company Secretary;
(iii) The whole-time Director;
(iv) The Chief Financial Officer; and
(v) Such other office as may be prescribed under the companies Act,
2013
2.3 "Nomination and Remuneration committee" means the committee
constituted by Board in accordance with the provisions of section 178
of the companies Act,2013 and clause 49 of the Equity Listing
Agreement.
3. Policy:
3.1 Remuneration to Executive Director and key managerial personnel
3.1.1 The Board on the recommendation of the, Nomination and
Remuneration (NR) committee shall review and approve the remuneration
payable to the Executive Director of the company within the overall
approved by the shareholders.
3.1.2 The Board on the recommendation of the NR committee shall also
review and approve the remuneration payable to the key managerial
personnel of the company.
3.1.3 The remuneration structure to the Executive Director and key
managerial personnel shall include the following components:
(i) Basic pay
(ii) Perquisites and Allowances
(iii) Stock Options
(iv) Commission (Applicable in case of Executive Directors)
(v) Retiral benefits
(vi) Annual performance Bonus
3.1.4 The Annual plan and Objectives for Executive committee shall be
reviewed by the NR committee and Annual performance bonus will be
approved by the committee based on the achievement against the Annual
plan and Objectives.
3.2 Remuneration to Non - Executive Directors
3.2.1 The Board, on the recommendation of the NR Committee, shall
review and approve the remuneration payable to the Non - Executive
Directors of the Company within the overall limits approved by the
shareholders.
3.2.2 Non - Executive Directors shall be entitled to sitting fees
attending the meetings of the Board and the Committees thereof..
3.3. Remuneration to other employees
3.3.1. Employees shall be assigned grades according to their
qualifications and work experience, competencies as well as their roles
and responsibilities in the organization. Individual remuneration shall
be determined within the appropriate grade and shall be based on
various factors such as job profile skill sets, seniority, experience
and prevailing remuneration levels for equivalent jobs.
7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received necessary declaration from Mr. Ramaraghavulu
Pujari, Mr. VSN Murthy and Mr. Suresh Chandra Bapna the Independent
Directors of the Company to the effect that they are meeting the
criteria of Independence as provided in Sub-section (6) of Section 149
of the Companies Act, 2013.(Format Annexure II)
8. COMPOSITION OF AUDIT COMMITTEE
i) The Audit Committee of the Company is constituted in line with the
provisions of Clause 49 of the Listing Agreements with the Stock
Exchanges read with Section 177 of the Companies Act, 2013.
ii) The terms of reference of the Audit Committee include a review of;
* Overview of the Company's financial reporting process and disclosure
of its financial information to ensure that the financial statements
reflect a true and fair position and that sufficient and credible
information is disclosed.
* Recommending the appointment and removal of external auditors,
fixation of audit fee and also approval for payment for any other
services.
* Discussion with external auditors before the audit commences, of the
nature and scope of audit as well as post-audit discussion to ascertain
any area of concern.
* Reviewing the financial statements and draft audit report including
quarterly / half yearly financial information.
* Reviewing with management the annual financial statements before
submission to the Board, focusing on:
1. Any changes in accounting policies and practices;
2. Qualification in draft audit report;
3. Significant adjustments arising out of audit;
4. The going concern concept;
5. Compliance with accounting standards;
6. Compliance with stock exchange and legal requirements concerning
financial statements;
7. Any related party transactions
* Reviewing the company's financial and risk management's policies.
* Disclosure of contingent liabilities.
* Reviewing with management, external and internal auditors, the
adequacy of internal control systems.
* Reviewing the adequacy of internal audit function, including the
audit character, the structure of the internal audit department,
approval of the audit plan and its execution, staffing and seniority of
the official heading the department, reporting structure, coverage and
frequency of internal audit.
* Discussion with internal auditors of any significant findings and
follow-up thereon.
* Reviewing the findings of any internal investigations by the internal
auditors into the matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material
nature and reporting the matter to the Board.
* Looking into the reasons for substantial defaults in payments to the
depositors, debenture holders, shareholders (in case of non-payment of
declared dividends) and creditors.
* Reviewing compliances as regards the Company's Whistle Blower Policy.
iii) The previous Annual General Meeting of the Company was held on
27th September, 2014 and Mr. VSN Murthy, Chairman of the Audit
Committee, attended previous AGM.
iv) The composition, meetings and the attendance during the year of the
Audit Committee is given below:
The details of the composition of the Committee at the meetings are
given below:
Name Designation Category
Mr. Suresh Chandra Bapna Chairman NED (I)
Mr. V. S. N Murthy Member NED (I)
Dr. R. R. Pujari Member NED (I)
NED (I): Non Executive Independent Director
Four Audit Committee meetings are held during the year. The dates on
which the said meetings were held are as follows: 29.05.14, 06.08.2014,
10.11.2014 and 31.01.2015.
The necessary quorum was present at all the meetings.
NOMINATION AND REMUNERATION COMMITTEE:
The Company has constituted Nomination and Remuneration Committee to
decide, fix the remuneration payable to the Managing Director of the
Company.
However, the remuneration of the Managing Director is subject to the
approval of the Board, and of the Company in the General meeting and
such approvals as may be necessary. The remuneration structure of
Managing Director comprises of salary only.
The details of the composition of the Committee at the meetings are
given below:
Name Designation Category
Mr. Suresh Chandra Bapna Chairman NED (I)
Mr. V. S. N Murthy Member NED (I)
Dr. R. R. Pujari Member NED (I)
NED (I): Non Executive Independent Director
Terms of reference:
The main term of reference of the Committee is to approve the
fixation/revision of remuneration of the Managing Director/Whole Time
Director of the Company and while approving:
* To take into account the financial position of the Company, trend in
the industry, appointee's qualification, experience, past performance,
past remuneration etc.
* To bring out objectivity in determining the remuneration package
while striking a balance between the interest of the Company and the
Shareholders.
Remuneration Policy:
The objectives of the remuneration policy are to motivate Directors to
excel in their performance, recognize their contribution and retain
talent in the organization and reward merit.
The remuneration levels are governed by industry pattern,
qualifications and experience of the Directors, responsibilities
shouldered, individual performance etc.
The Non-executive Directors were paid sitting fees for the financial
year 2014-15.
The details of the remuneration/sitting fees paid to the Directors
during the financial year 2014-2015 are given hereunder:
Name of the Director Designation Salary
Mr. Prem Chand Kankaria Managing Director 33,39,383
Mr. V. S. N Murthy Independent Director -
Dr. R. R. Pujari Independent Director -
Mr. Suresh Chandra Bapna Independent Director -
Ms. Neepa Kankaria Executive Director 5,40,000
Name of the Director Sitting Fees Total
Mr. Prem Chand Kankaria - 33,39,383
Mr. V. S. N Murthy 50,000 50,000
Dr. R. R. Pujari 50,000 50,000
Mr. Suresh Chandra Bapna 50,000 50,000
Ms. Neepa Kankaria - 5,40,000
STAKEHOLDERS RELATIONSHIP COMMITTEE:
A. Composition
Your Company has constituted a Stakeholders Relationship Committee/
Investors' Grievance Committee consisting of the following Directors:
Name Designation Category
Mr. Suresh Chandra Bapna Chairman NED (I)
Mr. V. S. N Murthy Member NED (I)
Dr. R. R. Pujari Member NED (I)
NED (I): Non Executive Independent Director
B. Powers
The Committee has been delegated with the following powers:
* To redress shareholder and investor complaints relating to transfer
of shares, Dematerialization of Shares, non-receipt of Annual Reports,
non-receipt of declared dividend and other allied complaints.
* To approve, transfer, transmission, and issue of duplicate / fresh
share certificate(s)
* Consolidate and sub-division of share certificates etc.
* To redress, approve and dispose off any, other complaints,
transactions and requests etc., received from any shareholder of the
company and investor in general.
The Board has delegated the power to process the transfer and
transmission of shares to the Registrar and Share Transfer Agents, who
process share transfers within a week of lodgement in the case of
shares held in physical form.
The Company has designated an exclusive e-mail ID called
info@rajpack.com complaints/grievances.
9. VIGIL MECHANISM:
Report details of establishment of vigil mechanism (for directors and
employees to report genuine concerns) pursuant to the provisions of
section 177(9) & (10) of the Companies Act, 2013.
1.1. Section 177 of the Companies Act, 2013 requires every listed
company and such class or classes of companies, as may be prescribed to
establish a vigil mechanism for the directors and employees to report
genuine concerns in such manner as may be prescribed. Such a vigil
mechanism shall provide for adequate safeguards against victimization
of persons who use such mechanism and also make provision for direct
access to the chairperson of the Audit Committee in appropriate or
exceptional cases.
1.2. Raj Packaging Industries Limited, established a Whistle Blower
Policy/ Vigil Mechanism and to formulate a policy for the same.
1.3 Clause 49 of the Listing Agreement between listed companies and the
Stock Exchanges, inter alia, provides for a non-mandatory requirement
for all listed companies to establish a mechanism called 'Whistle
Blower Policy' for employees to report to the management instances of
unethical behavior, actual or suspected, fraud or violation of the
company's code of conduct.
10. DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the
Directors hereby confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
11. STATUTORY COMPLIANCE:
The Company has complied with the required provisions relating to
statutory compliance with regard to the affairs of the Company in all
respects.
12. UN PAID / UN CLAIMED DIVIDEND:
In terms of the provisions of the Companies Act, the Company is obliged
to transfer dividends which remain unpaid or unclaimed for a period of
seven years from the declaration to the credit of the Investor
education and Protection Fund established by the Central Government.
Accordingly, the Members are hereby informed that the 7 years period
for payment of the dividend pertaining to financial year 2007-2008 will
expire on 31st October, 2015 and thereafter the amount standing to the
credit in the said account will be transferred to the "Investor
Education and Protection Fund" of the Central Government.
13. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION
OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
The Company does not have any subsidiary/ Associates/ Joint Ventures.
14. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report (FORMAT IN ANNEXURE I)
15. STATUTORY AUDITORS:
In the previous Annual General Meeting ( 27th AGM), the Company
appointed M/s. NAC & Associates LLP, Chartered accountants as statutory
Auditors to hold office until the conclusion of the 30th annual General
Meeting. The Company has already received letter from them to the
effect that their ratification, if made by the shareholders, would be
within the prescribed limits and that they are not disqualified for
re-appointment within the meaning of the Companies Act., 2013. The
Board of Directors recommend their re-appointment ratification for the
financial year 2015-16.
16. INTERNAL AUDIT:
M/s. MGM & Co., Chartered Accountants, Pune are the internal Auditors
of the Company.
17. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the
Companies Act, 2013, Secretarial audit report as provided by M/s. S. S.
Reddy & Associates, Practicing Company Secretaries is annexed to this
Report as annexure.
18. AUDIT REPORTS:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the
Accounts for the year ended March 31, 2015 and has noted that the same
does not have any reservation, qualification or adverse remarks.
However, the Board decided to further strengthen the existing system
procedures to meet all kinds of challenges and growth in the market
expected in view of the robust capital market in the coming years.
(b) Secretarial Audit Report:
As per the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the
Board had appointed S. S. Reddy & Associates, Practicing Company
Secretaries as Secretarial Auditor to conduct Secretarial audit of the
Company for the financial year ended on March 31,2015.Secretarial Audit
Report issued by S. S. Reddy & Associates, Practicing Company
Secretaries in form MR-3 is enclosed herewith.
Secretarial auditors have observed that, there is no Company Secretary
appointed.
The Company is in the process of identifying a suitable candidate to be
appointed as a Company Secretary in the Company.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
A. Conservation of Energy
a. Energy Conservation measures taken
i) Company has put capacitors at various points to regulate / maintain
power factor.
ii) Company has installed UPS to maintain continues supply to critical
plants thus not only reducing wastage but also saving energy of again
and again heating the plant.
B. Technology Absorption :
1. Research and Development (R&D) :NIL
2. Technology absorption, adoption and innovation :NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings : 102.87 Lacs
Foreign Exchange Outgo : 2299.48 Lacs
20. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:
Your Company has not accepted any deposits falling within the meaning
of Sec. 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v)
of Companies (Accounts) Rules 2014, during the financial year under
review. At the beginning of the year the deposits were nil.
21. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the period under review there were no significant and material
orders passed by the regulators or courts or tribunals impacting the
going concern status and the company's operations in future.
22. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control
across its various locations, commensurate with its size and
operations. The organization is adequately staffed with qualified and
experienced personnel for implementing and monitoring the internal
control environment. The internal audit function is adequately
resourced commensurate with the operations of the Company and reports
to the Audit Committee of the Board.
23. INSURANCE:
The properties and assets of your Company are adequately insured.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given loans, Guarantees or made any investments
during the year under review.
25. RISK MANAGEMENT POLICY:
Your Company follows a comprehensive system of Risk Management. Your
Company has adopted a procedure for assessment and minimization of
probable risks. It ensures that all the risks are timely defined and
mitigated in accordance with the well structured risk management
process.
26. CORPORATE SOCIAL RESPONSIBILTY POLICY:
Since your company do not have the net worth of Rs. 500 Crore or more,
or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore
or more during the financial year, section 135 of the Companies Act,
2013 relating to Corporate Social Responsibility is not applicable and
hence the Company need not adopt any Corporate Social Responsibility
Policy.
27. RELATED PARTY TRANSACTIONS:
Particulars of transactions with Related parties referred to in Section
188(1) in Form AOC- 2 as ANNEXURE - III.
28. FORMAL ANNUAL EVALUATION:
Statement about the manner in which the formal evaluation made by the
Board of its own performance and that of its committees and individual
Directors. As per section 149 of the Companies Act, 2013 read with
clause VII (1) of the schedule IV and rules made thereunder, the
independent directors of the company had a meeting on 30/03/2015
without attendance of non-independent directors and members of
management. In the meeting the following issues were taken up:
(a) Review of the performance of non-independent directors and the
Board as a whole;
(b) Review of the performance of the Chairperson of the company, taking
into account the views of executive directors and non-executive
directors;
(c) Assessing the quality, quantity and timeliness of flow of
information between the company management and the Board that is
necessary for the Board to effectively and reasonably perform their
duties.
The meeting also reviewed and evaluated the performance of
non-independent directors. The company has 2 (two) non-independent
directors namely: i.) Shri Prem Chand Kankaria - Managing Director
Ms. Neepa Kankaria. The meeting recognized the significant contribution
made by Shri. Prem Chand Kankaria and Ms. Neepa Kankaria, non-
independent directors in the shaping up of the company and putting the
company on accelerated growth path. They devoted more time and
attention to bring up the company to the present level.
The meeting also reviewed and evaluated the performance the Board as
whole in terms of the following aspects:
* Preparedness for Board/Committee meetings
* Attendance at the Board/Committee meetings
* Guidance on corporate strategy, risk policy, corporate performance
and overseeing acquisitions and disinvestments.
* Monitoring the effectiveness of the company's governance practices
* Ensuring a transparent board nomination process with the diversity of
experience, knowledge, perspective in the Board.
* Ensuring the integrity of the company's accounting and financial
reporting systems, including the independent audit, and that
appropriate systems of control are in place, in particular, systems for
financial and operational control and compliance with the law and
relevant standards.
Mr. Prem Chand Kankaria, Managing Director of the company has performed
exceptionally well by attending board meetings regularly, by taking
active participation in the discussion of the agenda and by providing
required guidance from time to time to the company for its growth etc.
It was noted that the Board Meetings have been conducted with the
issuance of proper notice and circulation of the agenda of the meeting
with the relevant notes thereon.
29. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to the Company.
30. RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) &
(3) of the Companies(Appointment & Remuneration) Rules, 2014, a
remuneration of Rs. 3,00,000/- p.m is being paid to Mr. Prem Chand
Kankaria, Managing Director of the Company and a remuneration of Rs.
45,000 p.m to Ms. Neepa Kankaria, Executive Director & promoter of the
company.
31. LISTING WITH STOCK EXCHANGES:
The Company is listed with BSE Ltd. and the Company confirms that it
has paid the Annual Listing Fees for the year 2015-2016 to BSE where
the Company's Shares are listed.
32. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Report on Corporate Governance is not applicable to the Company since
the Paid-up Capital of the Company is less than 10 Crores and the Net
worth of the Company is less than 25 Crores.
33. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY, NBFC, HOUSING COMPANIES ETC:
The Company is not a NBFC, Housing Company etc., and hence Industry
based disclosures is not required.
34. SECRETARIAL STANDARDS
EVENT BASED DISCLOSURES:
During the year under review, the Company has not taken up any of the
following activities:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employees stock option scheme: NA
4. Disclosure on purchase by company or giving of loans
by it for purchase of its shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares : NA
35. EMPLOYEE RELATIONS:
Your Directors are pleased to record their sincere appreciation of the
contribution by the staff at all levels in the improved performance of
the Company.
None of the employees is drawing Rs. 5,00,000/- and above per month or
Rs.60,00,000/ - and above in aggregate per annum, the limits prescribed
under Section 134 of the Companies Act, 2013.
36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees are covered under this
policy".
The following is the summary of sexual harassment complaints received
and disposed during the calendar year.
* No. of complaints received: Nil
* No. of complaints disposed off: Nil
37. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the
contribution made by the employees at all levels, to the continued
growth and prosperity of your Company.
Your Directors also wish to place on record their appreciation of
business constituents, banks and other financial institutions and
shareholders of the Company like SEBI, BSE, NSDL, CDSL, State Bank of
India etc. for their continued support for the growth of the Company.
DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR
MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:
The shareholders
I, Prem Chand Kankaria, Managing Director of the Company do hereby
declare that the directors and senior management of the Company have
exercised their authority and powers and discharged their duties and
functions in accordance with the requirements of the code of conduct as
prescribed by the company and have adhered to the provisions of the
same.
By the Order of the Board of Directors
For RAJ PACKAGING INDUSTRIES LTD.
Sd/-
Place : Hyderabad PREM CHAND KANKARIA
Date : 08.08.2015 MANAGING DIRECTOR
(DIN:00062584)
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