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CORPORATE INFORMATIONBOARD OF DIRECTORSDr. R.R. Pujari - Non Executive & Independent Director (DIN: 00018994)Mr. V. S.N Murthy - Non Executive & Independent Director (DIN: 00021952)Mr. Suresh Chandra Bapna - Non Executive & Independent Director (DIN: 00154834)Mr. Prem Chand Kankaria - Managing Director (DIN: 00062584)Ms. Neepa Kankaria - Whole Time Director (DIN: 06637083)Mr. Pushp Raj Singhvi - Additional Director (DIN: 00347511)

Chief Financial OfficerMr. M. Narsimha

REGISTERED & CORPORATE OFFICE:6-3-1090/C-4, Opp. Kapadia LaneRaj Bhavan Road, Hyderabad-500 082Telangana, India.Ph. No: (040)-23392024 Fax No: (040)-23399033Email: info@rajpack.com Website: rajpack.comCORPORATE IDENTITY NUMBER :L25209AP1987PLC007550AUDITORSNAC & Associates LLPChartered AccountantsSecunderabad, Telangana, India.SECRETARIAL AUDITORM/s. S. S. Reddy & AssociatesPracticing Company SecretariesPlot No.6-3-354/13, A1, Suryateja Apartments, Hindi Nagar, Panjagutta, Hyderabad-500034 INTERNAL AUDITOR :M/s. MGM & Co., Chartered AccountantsBANKERSState Bank of IndiaSME Branch, Saifabad, HyderabadAUDIT COMMITTEEMr. Suresh Chandra BapnaMr. V. Suryanarayana MurthyDr. R. R. PujariNOMINATION & REMUNERATION COMMITTEEMr. Suresh Chandra BapnaMr. V. Suryanarayana MurthyDr. R. R. PujariSTAKEHOLDERS RELATIONSHIP COMMITTEEMr. Suresh Chandra BapnaMr. V. Suryanarayana MurthyDr. R. R. PujariINDEPENDENT DIRECTORS COMMITTEE:Mr. Suresh Chandra BapnaMr. V. Suryanarayana MurthyDr. R. R. PujariRISK MANAGEMENT COMMITTEE:Mr. Suresh Chandra BapnaMr. V. Suryanarayana MurthyMs. Neepa KankariaREGISTRAR & SHARE TRANSFER AGENTSCIL Securities Ltd.214, Raghavaratna Towers, Chirag Ali Lane,Hyderabad 500 001.Ph.No. (040)23202465/66612093, Fax.(040) 23203028LISTED AT : BSE LimitedISIN : INE639C01013WEBSITE : www.rajpack.comINVESTOR E-MAIL ID: info@rajpack.com

29th ANNUAL GENERAL MEETING

Day : Monday

Date : 26th September,2016

Time : 3.30 P.M.

Venue : Hotel Inner Circle,Lane beside SabooMotors, Raj Bhavan Road,Hyderabad. – 500 082

Contents ............................................ Page Nos.Notice of Annual General Meeting ...................... 2Chairman’s Speech .............................................. 9Board’s Report ................................................... 10Corporate Governance ...................................... 18Management Discussion & Analysis Report .... 36Auditor's Report ................................................. 58Balance Sheet .................................................... 64Profit and Loss Account .................................... 65Cash Flow Statement ......................................... 66Schedules (1 to 24) ........................................... 67Significant Accounting Policies ......................... 75Notes to Accounts ............................................. 78Proxy Form & Attendance Slip .......................... 85Route Map .......................................................... 87

Annexure Details of annexure Pagenumber Nos.

I Secretarial Audit Report ................... 41

I I Annual Return Extracts in MGT 9 .... 45

I I I Format of declaration byIndependent Director ........................ 54

IV AOC 2 - Related PartyTransactions disclosure .................. 57

ANNEXURE INDEX

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NOTICE

Notice is hereby given that the Twenty Ninth Annual General Meeting of the Shareholders of M/

s. Raj Packaging Industries Limited will be held on Monday, 26th day of September, 2016 at 3:30

p.m. at Hotel Inner Circle, Lane Beside Saboo Motors, Raj Bhavan Road, Hyderabad-500 082

Telangana, India to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2016, the

Statement of Profit & Loss and Cash Flow Statement for the year ended on that date

together with the Notes attached thereto, along with the Reports of Auditors and Directors

thereon.

2. To declare dividend on equity shares for the financial year ended 31st March 2016.

“Resolved that dividend @ 5% i.e., Rs. 50 paise per equity share be and is hereby approved

for the financial year 2015-16.”

3. To appoint a director in place of Ms. Neepa Kankaria (DIN: 06637083) who retires by rotation

and being eligible, offers herself for re-appointment.

4. To ratify the re-appointment of Statutory Auditors:

“RESOLVED that pursuant to the provisions of Section 139 and all other applicable provisions

of the Companies Act, 2013 (the “Act”) read with Rule 3(7) of the Companies (Audit and

Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for

the time being in force), the Company hereby ratifies the appointment of M/s. NAC and

Associates LLP, Chartered Accountants, bearing ICAI Registration No. 119375W, as the

Statutory Auditors of the Company to hold office from the conclusion of this meeting until

the conclusion of the Annual General Meeting to be held for the financial year 2016-17 on

such remuneration as may be determined by the Board of Directors.”

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SPECIAL BUSINESS:

5. APPOINTMENT OF MR. PUSHP RAJ SINGHVI AS DIRECTOR OF THE COMPANY

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 Section 149, 152 of the Companies Act, 2013

and the Rules made there under, Mr. Pushp Raj Singhvi (DIN: 00347511), who was appointed as

Additional Director in the Board of the Company on 30.05.2016 pursuant to the provisions of

Section 161 (1) of the Companies Act, 2013 read with Articles of Association to the Company,

and whose term of office expires at the ensuing Annual General Meeting of the Company and in

respect of whom the Company has received a notice in writing from a member under section

160 of the Companies Act, 2013 signifying his intension to propose Mr. Pushp Raj Singhvi (DIN:

00347511)as candidate for the office of a director of the company be and is hereby appointed as

Director of the Company, liable to retire by rotation.”

“RESOLVED FURTHER THAT Mr. Prem Chand Kankaria, Managing Director is authorized to

take necessary action in this regard including filing of necessary forms with Registrar of

Companies, Hyderabad.”

By the Order of the Board of DirectorsFor RAJ PACKAGING INDUSTRIES LTD.

Sd/-Place : Hyderabad PREM CHAND KANKARIADate : 10.08.2016 MANAGING DIRECTOR

(DIN: 00062584)

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NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTENDAND VOTE INSTEAD OF HIMSELF/HERSELF AND A PROXY NEED NOT BE A MEMBER OF THECOMPANY.

The instrument of Proxy in order to be effective shall be deposited at the Corporate Office of theCompany by not less than 48 hours before the commencement of the Meeting.

Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as aproxy on behalf of not more than fifty (50) members and holding in aggregate not more than10% of the total share capital of the Company carrying voting rights. A member holding morethan 10% of the total share capital of the Company carrying voting rights may appoint a singleperson as proxy, who shall not act as a proxy for any other person or shareholder. Theappointment of proxy shall be in the Form No. MGT.11 annexed herewith.

2. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of theSpecial Business to be transacted at the Annual General Meeting as set out in the Notice isannexed hereto.

3. The Register of Members and Share Transfer Books of the Company will remain closed from24.09.2016 to 26.09.2016 (Both days Inclusive).

4. Members holding shares in the electronic form are requested to inform any changes in address/bank mandate directly to their respective Depository Participants.

5. Members are requested to hand over the enclosed Attendance Slip, duly signed in accordancewith their specimen signature(s) registered with the Company for admission to the meetinghall. Members who hold shares in dematerialised form are requested to bring their Client IDand DP ID Numbers for identification.

6. Corporate Members are requested to send to the Company's Registrar & Transfer Agent, a dulycertified copy of the Board Resolution authorizing their representative to attend and vote at theAnnual General Meeting.

7. In case of joint holders attending the Meeting, only such joint holders who are higher in theorder of names will be entitled to vote.

8. The dividend as recommended by the Board of Directors, if declared at the Annual GeneralMeeting will be paid within a period of 30 days to those members whose name appear as:

a) Beneficial Owners as on 22.09.2016 on the lists of Beneficial Owners to be furnished byNational Securities Depository Limited and Central Depository Services (India) Limited; and

b) Members in the Register of Members of the Company after giving effect to valid share transferin the physical form lodged with the Company on or before 22.09.2016.

The dividend on Equity Shares, if declared at the Annual General Meeting, shall be paid on orafter 10.10.2016.

9. Members holding shares in electronic form may note that bank particulars registered againsttheir respective registered accounts will be used by the Company for the payment of dividend.The Company or its Registrar and Share Transfer Agent cannot act on any request receiveddirectly from the members holding shares in electronic form for any change of bank particularsor bank mandates. Such changes are to be advised only to the Depository Participant of themembers.

10. The Securities and Exchange Board of India has mandated submission of Permanent AccountNumber (PAN) by every participant in securities market. Members holding shares in dematform are, therefore, requested to submit PAN details to the Depository Participants with whomthey have demat accounts. Members holding shares in physical form can submit their PANdetails to the Company/ Registrar and Share Transfer Agents (M/s. CIL Securities Limited.)

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11. As a measure of austerity, copies of the annual report will not be distributed at the AnnualGeneral Meeting. Members are therefore, requested to bring their copies of the Annual Reportto the Meeting.

12. Members holding shares in the same name under different ledger folios are requested to applyfor Consolidation of such folios and send the relevant share certificates to M/s. CIL SecuritiesLimited., Share Transfer Agents of the Company for their doing the needful.

13. Members are requested to send their queries at least 10 days before the date of meeting sothat information can be made available at the meeting.

14. In respect of shares held in physical mode, all shareholders are requested to intimate changes,if any, in their registered address immediately to the registrar and share transfer agent of thecompany and correspond with them directly regarding share transfer/transmission /transposition, Demat / Remat, change of address, issue of duplicate shares certificates, ECSand nomination facility.

15. In terms of Section 72 of the Companies Act, 2013, a member of the company may nominate aperson on whom the shares held by him/her shall vest in the event of his/her death. Membersdesirous of availing this facility may submit nomination in prescribed Form-SH-13 to the company/RTA in case shares are held in physical form, and to their respective depository participant, ifheld in electronic form.

16. Electronic copy of the Annual Report for 2015-2016 is being sent to all the members whoseemail IDs are registered with the Company/Depository Participants(s) for communicationpurposes unless any member has requested for a hard copy of the same. For members whohave not registered their email address, physical copies of the Annual Report for 2015-2016 isbeing sent in the permitted mode.

17. Members may also note that the Notice of the Annual General Meeting and the Annual Report for2015-2016 will also be available on the Company's website www. www.rajpack.com for theirdownload. The physical copies of the aforesaid documents will also be available at theCompany's Registered Office for inspection during normal business hours on working days.Even after registering for e-communication, members are entitled to receive such communicationin physical form, upon making a request for the same, by post free of cost. For anycommunication, the shareholders may also send requests to the Company's investor email id:info@rajpack.com.

18. Voting through electronic means

Pursuant to Section 108 of the Companies Act, 2013, read with the relevant Rules of the Act, theCompany is pleased to provide the facility to Members to exercise their right to vote by electronicmeans the business may be transacted through e-Voting Services provided by Central DepositoryServices (India) Limited (CDSL). The Members, whose names appear in the Register ofMembers / list of Beneficial Owners as on 22.09.2016, are entitled to vote on the Resolutionsset forth in this Notice. The e-voting period will commence at 09.00 a.m. on 23.09.2016 and willend at 05.00 p.m. on 25.09.2016.The Company has appointed Mr. S. Sarveswar Reddy, PractisingCompany Secretary, to act as the Scrutinizer, to scrutinize the e-voting process in a fair andtransparent manner. The Members desiring to vote through remote e-voting refer to the detailedprocedure given hereinafter.

The instructions for e-voting are as under:

(A) In case of members receiving e-mail:

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

(ii) Click on "Shareholders" tab to cast your votes.

(iii) Now, select the Electronic Voting Sequence Number - Raj Packaging industries Ltd.

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(iv) Enter your User ID- For CDSL: 16 digits beneficiary ID followed by 8 Digits Client ID, Membersholding shares in Physical form should enter Folio Number registered with the Company andthen enter the Captcha Code as displayed and click on login.

(v) If you are holding shares in Demat form and have already voted earlier on www.evotingindia.comfor a voting of any Company, then your existing login id and password are to be used. If you area first time user follow the steps given below.

(vi) Now, fill up the following details in the appropriate boxes:For Members holding shares For Members holding sharesin Demat Form in Physical Form

User ID For CDSL: 16 digits beneficiary ID Folio Number registeredFor NSDL: 8 Character DP ID followed by with the Company8 Digits Client ID

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department whenprompted by the system while e-voting (applicable for both demat shareholders aswell as physical shareholders)

DOB# Enter the Date of Birth as recorded in your demat account or in the company recordsfor 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 companyBank records for the said demat account or folio.Details#

* Members who have not updated their PAN with the Company/Depository Participant arerequested to use the first two letters of their name and the sequence number (available in theAddress Label pasted in the cover and/or in the e-mail sent to Members) in the PAN field. Incase the sequence number is less than 8 digits enter the applicable number of 0's before thenumber after the first two characters of the name. Eg. If your name is Mohan with sequencenumber 1 then enter MO00000001 in the PAN Field.

# please enter any one of the details in order to login. In case both the details are not recordedwith the depository or Company, please enter the Member id/folio number in the Dividend Bankdetails field.

(vii) After entering these details appropriately, click on "SUBMIT" tab.(viii) Members holding shares in physical form will then reach directly the EVSN selection screen.

However, members holding shares in demat form will now reach 'Password Creation' menuwherein they are required to mandatorily enter their login password in the new password field.The new password has to be minimum eight characters consisting of at least one upper case(A-Z), one lower case (a-z), one numeric value (0-9) and a special character(@ # $ %& *). Kindlynote that this password is also to be used by the demat holders for voting for resolutions of anyother company on which they are eligible to vote, provided that company opts for e-votingthrough CDSL platform. It is strongly recommended not to share your password with any otherperson and take utmost care to keep your password confidential. Kindly note that this changedpassword is to be also used by the Demat holders for voting for resolutions for the Company orany other Company on which they are eligible to vote, provided that Company opts for e-votingthrough CDSL platform.

(ix) Click on the relevant EVSN on which you choose to vote.(x) 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 assentto the Resolution and option NO implies that you dissent to the Resolution.

(xi) Click on the "Resolutions File Link" if you wish to view the entire Resolutions.(xii) 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.

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(xiii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.(xiv) You can also take out print of the voting done by you by clicking on "Click here to print" option on

the Voting page.(xv) If Demat account holder has forgotten the same password then enter the User ID and the

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

(B) In case of Shareholders receiving physical copy of the Notice of AGM and Attendance Slipa) Please follow all steps from sl. no. (ii) to sl. no. (xii) above, to cast vote.b) Institutional shareholders (i.e., other than individuals, HUF, NRI etc.) are required to log on to

https://www.evotingindia.com and register themselves, link their account which they wish tovote on and then cast their vote. They should upload a scanned copy of the Board Resolutionand POA in favour of the Custodian who they have authorized to vote on their behalf, in PDFformat in the system for the scrutinizer to verify the vote.

c) The voting period begins on 23.09.2016 at 9.00 A.M. and ends on 25.09.2016 at 5.00.P.M.During this period shareholders' of the Company, holding shares either in physical form or indematerialized form, as on 22.09.2016 may cast their vote electronically. The e-voting moduleshall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by theshareholder, the shareholder shall not be allowed to change it subsequently.

d) In case you have any queries or issues regarding e-voting, you may refer the Frequently AskedQuestions ("FAQs") and e-voting manual available at www.evotingindia.com under help sectionor write an email to helpdesk.evoting@cdslindia.com.

(xvi) The results shall be declared on or after the AGM. The results along with the Scrutinizer's Reportshall also be placed on the website of the Company.

19. Shareholders can also cast their vote using CDSL's mobile app m-Voting available for androidbased mobiles. The m-Voting app can be downloaded from Google Play Store. iPhone andWindows phone users can download the app from the App Store and the Windows Phone Storerespectively on or after 30th June 2016. Please follow the instructions as prompted by themobile app while voting on your mobile.

20. The Register of Directors' and Key Managerial Personnel and their shareholding maintainedunder Section 170 of the Companies Act, 2013, the Register of Contracts or arrangements inwhich the directors are interested under Section 189 of the Companies Act, 2013, will beavailable for inspection at the AGM.

21. Relevant documents referred to in the accompanying Notice, as well as Annual Reports andAnnual Accounts of the Subsidiaries Companies whose Annual Accounts have been consolidatedwith the Company are open for inspection at the Registered Office of the Company, during theoffice hours, on all working days between 10.00 A.M. to 5.00 P.M. up to the date of AnnualGeneral Meeting.

22. The Ministry of Corporate Affairs (vide circular nos. 17/2011 18/2011 dated April 21 and April 29,2011 respectively), has undertaken a 'Green Initiative in Corporate Governance' and allowedcompanies to share documents with its shareholders through an electronic mode. Membersare requested to support this green initiative by registering/uploading their email addresses, inrespect of shares held in dematerialized form with their respective Depository Participant andin respect of shares held in physical form with the Company's Registrar and Share TransferAgents.

By the Order of the Board of DirectorsFor RAJ PACKAGING INDUSTRIES LTD.

Sd/-Place : Hyderabad PREM CHAND KANKARIADate : 10.08.2016 MANAGING DIRECTOR

(DIN: 00062584)

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EXPLANATORY STATEMENT(Pursuant to Section 102(2) of the Companies Act, 2013)

ITEM NO.5 :

The members may note that Mr. Pushp Raj Singhvi (DIN 00347511) was inducted into Board asAdditional Director of the company, with effect from 30.05.2016 pursuant to the provisions of Section

161(1) of the Companies Act, 2013 and holds the office as such up to the date of ensuing Annual

General Meeting. The company has received notice in writing from member of the company alongwith the requisite deposit under Section 160 of the Companies Act, 2013 proposing the candidature

of the above said persons for the Office of Director who is liable to retire by rotation. As per theprovisions of section 160 of the Act, any such proposal ought to be approved by the members in the

General Meeting.

Hence, the Board recommends the resolution for your approval.

None of the Directors or Key Managerial Personnel of the Company and their relatives except Mr.Pushp Raj Singhvi is concerned or interested, financially or otherwise, in this Resolution set out at

item no. 5 for approval of the Members.

By the Order of the Board of DirectorsFor RAJ PACKAGING INDUSTRIES LTD.

Sd/-Place : Hyderabad PREM CHAND KANKARIADate : 10.08.2016 MANAGING DIRECTOR

(DIN: 00062584)

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CHAIRMAN'S SPEECH

Ladies and Gentlemen,

It is my great pleasure to welcome you all at the 29th Annual General Meeting of your Company - RajPackaging Industries Limited. At the outset, I would like to thank you for your continuous trust, supportand patronage extended to the Company,

The Directors' Report, Auditor's Report and Audited Accounts with the notes thereon for the year 2015-16 have been in your hands for some time now. With your consent, I shall take them as read.

RPIL is engaged in the manufacture of multilayer co-extruded plastic film and flexible packagingmaterial part of plastic packaging material industry. This is sunrise industry and growing continuously.

As regard economic conditions in the world -Europe and other countries are not doing well. With exitof Britain from Euro Zone things are not good at least in short run. But glad to mention that India'sgrowth story remain intact. The Indian economy remains bright spot in otherwise gloomy globaleconomic scenario. Indian economy may probably be fastest growing economy with GDP growing at7.9% during the year 2016-17.

With Central Government very active, positive and making all out efforts to support MAKE IN INDIAand support industries the outlook is very optimistic for the growth of the industry.

The State Government has announced positive and industry friendly incentive policy for new industries.This will result in industrial growth of the state and more new units will be set and old will engage inexpansion.

Your company is also ready to take off and take advantage of new industrial policy by expanding thecapacity and going for vertical integration by setting up facilities for Printing and Lamination.

Your company is now debt free company and it is now on very sound platform for new capex plan.Members will soon hear about that.

The Annual Report sent to you gives a detailed overview of your Company's performance acrossvarious quantitative and qualitative parameters during the year 2015-16.

The Company has been giving reasonably satisfactory financial results on continuous basis andthis year too.

During the year, the company earned a total income of Rs. 37.57 lakhs against the previous year ofRs.45,18 lakhs and the profit after tax earned during the year is of Rs.98.90 lakhs against Rs. 83,.56lakhs in the previous year.

I am very glad to inform members that Management has decided to declare payment of the dividendat 5%.

I would like to thank my fellow Directors on the Board and the members of various Committee for theirwisdom and support. I and my colleagues thank the Stock Exchanges, NSDL, CDSL, Legal Advisors,Auditors, State Bank of India, Government of Telangana and other State and Central Institutions, fortheir valuable support and guidance.

Before I conclude, I wish to place on record my sincere thanks to the shareholders for the sustainedconfidence reposed in the Board and to our customers for their continued confidence in the Company.I also thank the employees for their dedicated and sincere service and the contribution made by themfor the organization's growth and success.

Thank You!

CHAIRMAN

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BOARD’S REPORT

To the Members,

The Directors have pleasure in presenting before you the Annual Report of the Company togetherwith the Audited Statements of Accounts for the year ended 31st March, 2016.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:The performance during the period ended 31st March, 2016 has been as under:

(Rs. in lakhs)

Particulars 2015-16 2014-15

Total Income 3757.43 4518.27

Total Expenditure 3607.41 4361.16

Profit Before Tax 150.02 157.12

Provision for Tax 51.11 73.56

Profit after Tax 98.91 83.56

Balance of Profit brought forward 334.57 283.74

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

Profit available for appropriation 433.48 362.09

Provision for Proposed Dividend 22.85 22.85

Provision for Dividend Distribution Tax 4.65 4.67

Balance Carried to Balance Sheet 405.98 334.57

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the companybetween 31st March and the date of Board’s Report. (I.e. 10/08/2016)

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 thenature of Business.

4. PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Section 73 of theCompanies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014, during thefinancial year under review.

5. TRANSFER TO RESERVES:

Directors have decided not to transfer any amount to reserves for the year.

6. DIVIDEND:

Your Directors are pleased to recommend a Dividend of Re. 0.50 per share on the Paid upEquity Share Capital of the Company in respect of the financial year 2015-16. The total outgo onaccount of dividend, inclusive of dividend tax stands at Rs.27.50 lakhs, for which necessaryprovision has been made in the accounts.

7. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review

8. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

No material changes and commitments which could affect the Company’s financial positionhave occurred between the ends of the financial year of the Company.

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9. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and

implemented by the Company are adequate. During the year under review, no material or

serious observation has been received from the Internal Auditors of the Company for inefficiencyor inadequacy of such controls. The Company maintains appropriate system of internal control,

including monitoring procedures, to ensure that all assets are safeguarded against loss from

unauthorized use or disposition. Company policies, guidelines and procedures provide foradequate checks and balances, and are meant to ensure that all transactions are authorized,

recorded and reported correctly.

10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on

the going concern status and the Company’s operations in future.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The details of transactions/contracts/arrangements entered into by the Company with related

party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, duringthe financial year under review, are furnished in detail somewhere else in the report (if applicable)

and forms part of this Report.

12. BOARD MEETINGS DURING THE YEAR:

The Board of Directors duly met 5 (Five) times on 29.05.2015, 08.08.2015, 29.10.2015

03.11.2015 and 12.02.2016 in respect of which meetings, proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

13. CORPORATE GOVERNANCE:

Corporate Governance is not applicable to the company since the paid up capital and networthof the company is less than Rs.10.00 crores and Rs.25.00 crores respectively. However, the

company voluntarily provides a separate section in the Annual Report titled “Report on CorporateGovernance” along with the Auditors’ Certificate on Corporate Governance as stipulated under

Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015.

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 – Annexure I

15. RETIREMENTS AND RESIGNATIONS:

During the year no director has resigned from the Company.

16. APPOINTMENT / RE- APPOINTMENT OF DIRECTORS / CEO / CFO AND KEY MANANGERIALPERSONNEL:

During the year Mr. Pushp Raj Singhvi was appointed as Additional Director w.e.f.

30.05.2016.

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As per the provisions of the Companies Act 2013, Ms. Neepa Kankaria (holding DIN: 06637083),Whole time Director retires at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends her re-appointment.

The details of the appointment/re-appointment of the director/s:

Particulars Name of the director Name of the directorName Ms. Neepa Kankaria Mr. Pushp Raj SinghviDIN 06637083 00347511Date of Birth 08.09.1981 01.01.1944Date of Appointment 30.03.2015 30.05.2016Qualifications B.E., M.S. B.Com., LLB.No. of Shares held in the Company 90,000 780Directorships held in other 1. Plastiblends India Limitedcompanies (excluding 2. Wim Plast Limitedprivate limited and 3. Shaily Engineeringforeign companies) - Plastics Limited

4.Windsor Machines LimitedPositions held in mandatorycommittees of other companies - -

Relationship with otherdirectors of the Company - -

17. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Dr. R.R Pujari, Mr. Suresh Chandra Bapna andMr. V.S.N Murthy, Independent directors of the company to the effect that they are meeting thecriteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act,2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.-Annexure-II

18. DIRECTOR’S RESPONSIBILITY STATEMENT:

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

a) In the preparation of the annual accounts, the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding the assetsof 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 andthat such internal financial controls are adequate and were operating effectively.

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f) The Directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

19. UN PAID / UN CLAIMED DIVIDEND:

In terms of the provisions of the Companies Act, the Company is obliged to transfer dividendswhich remain unpaid or unclaimed for a period of seven years from the declaration to the creditof 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 pertainingto financial year 2008-2009 will expire on 31st October, 2016 and thereafter the amount standingto the credit in the said account will be transferred to the “Investor Education and ProtectionFund” of the Central Government.

20. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES:

The Company does not have any subsidiaries/associates.

21. STATUTORY AUDITORS:

M/s. NAC & Associates LLP, Statutory Auditors of the company retires at the ensuing annualgeneral meeting and are eligible for reappointment. As required under the provisions of Section139 of the Companies Act, 2013, the Company has received a written consent from the auditorsto their re-appointment and a certificate to the effect that their re-appointment, if made, would bein accordance with the Companies Act, 2013 and the rules framed there under and that theyhave satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. NAC & Associates LLP, as the statutoryauditors of the Company from the conclusion of this Annual General meeting till the conclusionof the next Annual General Meeting.

22. INTERNAL AUDITORS:

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

23. 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 CompanySecretaries is annexed to this Report as annexure.

24. AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor’s Report on the Accounts for the yearended March 31, 2016 and has noted that the same does not have any reservation,qualification or adverse remarks.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according tothe provisions of section 204 of the Companies Act 2013 and does not have any qualifications,reservations or adverse remarks except that the Company does not have a full time CompanySecretary.

The Company is looking for a suitable candidate for the post and the vacancy will be filled soon.

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25. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

26. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)REGULATIONS, 2015:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 the Company has signed uniform listing agreement with BSE Limited and framed thefollowing policies which are available on Company’s website i.e. www.rajpack.com

• Board Diversity Policy

• Policy on preservation of Documents

• Risk Management Policy

• Whistle Blower Policy

• Familiarisation programme for Independent Directors

• Anti Sexual Harrassment Policy

• Related Party Policy

• Code of Conduct

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

The required information as per Sec.134 of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy:

Your Company’s operations are not energy intensive. Adequate measures have been taken toconserve energy wherever possible by using energy efficient computers and purchase of energyefficient equipment.

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: Rs.69.66 Lacs

Foreign Exchange Outgo: Rs. 1921.15 Lacs

28. INSURANCE:

The properties and assets of your Company are adequately insured.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans or Guarantees during the year under review.

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30. CREDIT & GUARANTEE FACILITIES:

The Company has been availing facilities of Credit and Guarantee as and when required, forthe business of the Company, from SBI,SME Branch, Saifabad.

31. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to the Company.

32. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of theCompanies(Appointment & Remuneration) Rules, 2014, the ratio of remuneration of ManagingDirector and Wholetime Director to median employees is 1.27:1 & 0.16:1 respectively.

33. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactionswith the Company which in the Judgment of the Board may affect the independence of theDirectors.

34. CEO/ CFO CERTIFICATION:

The Managing Director and CEO/ CFO certification of the financial statements for the year 2015-16 is provided elsewhere in this Annual Report.

35. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNINGTHE COMPANY:

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

36. SECRETARIAL STANDARDS:

The company is in compliance with SS 1 & SS 2.

37. 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: The Company has not issued any sweat equity shares duringthe year under review and hence no information as per provisions of Section 54(1)(d) of theAct read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

2. Issue of shares with differential rights: The Company has not issued any shares withdifferential rights and hence no information as per provisions of Section 43(a)(ii) of the Actread with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

3. Issue of shares under employee’s stock option scheme: The Company has not issued anyequity shares under Employees Stock Option Scheme during the year under review andhence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) ofthe Companies (Share Capital and Debenture) Rules, 2014

4. Non- Exercising of voting rights : During the year under review, there were no instances ofnon-exercising of voting rights in respect of shares purchased directly by employees under ascheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (ShareCapital and Debentures) Rules, 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of its shares:The company did not purchase or give any loans for purchase of its shares.

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For and on behalf of the BoardFor Raj Packaging Industries Limited

Sd/- Sd/-Place: Hyderabad Prem Chand Kankaria V.S.N.MurthyDate: 10.08.2016 Managing Director Director

(DIN: 00062584) (DIN:00021952)

6. Buy back shares: The company did not buy-back any shares during the period under review.

7. Disclosure about revision: Since the company did not undergo any revision, this clause isNot Applicable to the company for the period under review.

8. Preferential Allotment of Shares: The company did not allot any shares on preferentialbasis during the period under review.

38. EMPLOYEE RELATIONS AND REMUNERATION:

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

None of the employees is drawing Rs. 8,50,000/- and above per month or Rs.1,02,00,000/- andabove in aggregate per annum, the limits prescribed under Section 197(12) of Companies Act2013 read with Rule 5 of Companies(Appointment & Remuneration Of Managerial Personnel)Rules, 2014.

39. DISCLOSURE UNDER THE ANTI 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 ofThe Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act,2013. Internal Complaint Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees are covered under this policy.

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

• No. of complaints received: Nil

• No. of complaints disposed off: Nil

40. ACKNOWLEDGEMENTS:

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

Your Directors also wish to place on record their appreciation of business constituents, banksand other financial institutions, other statutory authorities like SEBI, ROC, Stock Exchanges,NSDL, CDSL, etc and shareholders of the Company for their continued support for the growthof the Company.

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Code of Conduct

The Company has formulated and implemented a Code of Conduct for Board Members andSenior Management of the Company. Requisite annual affirmations of compliance with therespective Codes have been made by the Directors and Senior Management of the Company.

Certificate of Code of Conduct for the year 2015-16 as per Regulation 17(5) read withRegulation 34(3) Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.

Raj Packaging Industries Limited is committed for conducting its business in accordance withthe applicable laws, rules and regulations and with highest standards of business ethics. TheCompany has adopted a “Code of Ethics and Business Conduct” which is applicable to alldirector, officers and employees.

I hereby certify that all the Board Members and Senior Management have affirmed the compliancewith the Code of Ethics and Business Conduct, under a certificate of Code of Conduct for theyear 2015-16.

For and on behalf of the BoardFor Raj Packaging Industries Limited

Sd/-Place: Hyderabad Prem Chand KankariaDate: 10.08.2016 Managing Director

(DIN: 00062584)

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CORPORATE GOVERNANCE** Corporate Governance is not applicable to the company as its paid up-equity capital and networth does not exceed Rs. 10 crores and Rs. 25 crores respectively. However, the companyvoluntarily complies with Corporate Governance as a good governance measure to keep thestakeholders informed about the company.

In accordance with Regulation 34 (3) read with Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 the report containing the details of Corporate Governance systems

and processes at Raj Packaging Industries Limited as follows:

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

The Company’s philosophy on Corporate Governance is backed by Principles of Concern,

Commitment, Ethics, Excellence and Learning in all its acts and relationships with Stakeholders,

Clients, Associates and Community at large. This philosophy revolves around fair and transparentgovernance and disclosure practices in line with the principles of Good Corporate Governance. The

Corporate Governance Structure in the Company assigns responsibilities and entrusts authorityamong different participants in the organization viz. the Board of Directors, the Senior Management,

Employees, etc. The Company believes that good Corporate Governance is a continuous process

and strives to improve the Corporate Governance practices to meet shareholder’s expectations.

2. BOARD DIVERSITY:

The Company recognizes and embraces the importance of a diverse board in its success. Webelieve that a truly diverse board will leverage differences in thought, perspective, knowledge, skill,

regional and industry experience, cultural and geographical background, age, ethnicity, race and

gender, which will help us, retain our competitive advantage. The Board has adopted the BoardDiversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity

Policy is available on our website, www.rajpack.com.

3. BOARD EVALUATION:

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the

Board shall monitor and review the Board evaluation framework. The framework includes theevaluation of directors on various parameters such as:

· Board dynamics and relationships

· Information flows

· Decision-making

· Relationship with stakeholders

· Company performance and strategy

· Tracking Board and committees’ effectiveness

· Peer evaluation

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board ofits own performance and that of its committees and individual directors. Schedule IV of the Companies

Act, 2013 states that the performance evaluation of independent directors shall be done by the entireBoard of Directors, excluding the director being evaluated.

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The evaluation of all the directors and the Board as a whole was conducted based on the criteria and

framework adopted by the Board. The evaluation process has been explained in the corporate

governance report. The Board approved the evaluation results as collated by the nomination andremuneration committee.

4. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

All new independent directors inducted into the Board attend an orientation program. The details of

training and familiarization program are provided in the corporate governance report. Further, at the

time of the appointment of an independent director, the Company issues a formal letter of appointmentoutlining his / her role, function, duties and responsibilities.

5. LISTING AGREEMENT:

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 with an aim to consolidate and

streamline the provisions of the Listing Agreement for different segments of capital markets toensure better enforceability. The said regulations were effective from December 1, 2015. The Company

entered into fresh Listing Agreement with BSE Limited.

6. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING :

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements

of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Companylays down guidelines and procedures to be followed, and disclosures to be made while dealing with

shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of

deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fairdisclosure of unpublished price sensitive information and code of conduct for the prevention of

insider trading, is available on our website www.rajpack.com

7. BOARD OF DIRECTORS

A. COMPOSITION OF THE BOARD:

The Company is managed and controlled through a professional body of Board of Directors which isheaded by Mr. Prem Chand Kankaria, Managing Director. As on 31st March 2016, the Board of the

Company has 5 members (including 1 Managing Director, 1 Whole-Time Director and 3 IndependentNon-Executive Directors). 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 Board has been enriched with the advices and knowledge of the Independent Directors. None of

the Independent Directors has any pecuniary or business relationship except receiving sitting fees.The composition of the Board of Directors as on 31.03.2016 and details of number of Directorships/

committee chairmanships/memberships attendance particulars is as under:

B. ATTENDANCE OF EACH DIRECTOR AT BOARD MEETING HELD DURING THE YEAR AND LASTANNUAL GENERAL MEETING AND NUMBER OF OTHER BOARD OF DIRECTORS IN WHICH A DIRECTORIS A MEMBER OR CHAIRPERSON.

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Name of Category of Number of Number of Attendance ParticularsDirector Directorship Director Board

shipsships Committeein other memberships

Companies held inotherCompanies

M e m Chair Last Boardber man AGM meetings ‘15-16’

29.09.2015 Held Attended

Mr. Prem ManagingChand Kankaria Director 1 - - Yes 5 5

Ms. Neepa Whole-TimeKankaria Director - - - Yes 5 5

Dr. R.R. Pujari Non Executive &IndependentDirector 5 - - Yes 5 4

Mr.V.Surya Non Executive &narayana IndependentMurthy Director 4 - - Yes 5 5

Mr. Suresh Non Executive &Chandra Bapna Independent 4 - - Yes 5 3

Director

C. MEETINGS DURING THE YEAR:

The Board of Directors duly met 5 (Five) times on 29.05.2015, 08.08.2015, 29.10.201503.11.2015 and 12.02.2016 in respect of which meetings, proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

D. DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE

Mr. Prem Chand Kankaria, Managing Director and Ms. Neepa Kankaria, Whole-Time Director ofthe Company are inter-se related as Father and Daughter respectively.

E. NUMBER OF SHARES AND CONVERTIBLE INSTRUMENTS HELD BY NON-EXECUTIVEDIRECTORS:

None of the Non-Executive Directors of the company holds any shares and ConvertibleInstruments in their name.

8. AUDIT COMMITTEE:

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

• Overview of the Company’s financial reporting process and disclosure of its financialinformation to ensure that the financial statements reflect a true and fair position and thatsufficient and credible information is disclosed.

• Recommending the appointment and removal of external auditors, fixation of audit fee andalso approval for payment for any other services.

• Discussion with external auditors before the audit commences, about the nature and scopeof audit as well as post-audit discussion to ascertain any area of concern.

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• Reviewing the financial statements and draft audit report including quarterly / half yearlyfinancial information.

• Reviewing with management the annual financial statements before submission to the Board,focusing on:

a. Any changes in accounting policies and practices;

b. Qualification in draft audit report;

c. Significant adjustments arising out of audit;

d. The going concern concept;

e. Compliance with accounting standards;

f. Compliance with stock exchange and legal requirements concerning financialstatements and

g. 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 controlsystems.

• Reviewing the adequacy of internal audit function, including the audit character, the structureof the internal audit department, approval of the audit plan and its execution, staffing andseniority of the official heading the department, reporting structure, coverage and frequencyof 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 matterswhere there is suspected fraud or irregularity or a failure of internal control systems of amaterial nature and reporting the matter to the Board.

• Looking into the reasons for substantial defaults in payments to the depositors, debentureholders, shareholders (in case of non-payment of declared dividends) and creditors.

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

B. COMPOSITION, MEETINGS & ATTENDANCE:

There were four (4) Audit Committee Meetings held during the year on 29.05.2015,08.08.2015, 03.11.2015 and 12.02.2016.

Name Designation Category No of Meetings held No of Meetingsattended

Mr. Suresh Chandra Bapna Chairman NED(I) 4 3

Mr. V. Suryanarayana Murthy Member NED(I) 4 4

Dr. R. R. Pujari Member NED(I) 4 3

NED (I) : Non Executive Independent Director

9. NOMINATION AND REMUNERATION COMMITTEE:

The Committee comprises of three non-executive independent Directors

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A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

• To approve the fixation/revision of remuneration of Executive Directors of the Company andwhile approving:

a. to take into account the financial position of the Company, trend in the industry,appointee’s qualification, experience, past performance, past remuneration etc.

b. to bring out objectivity in determining the remuneration package while striking abalance between the interest of the Company and the Shareholders.

• To identify persons who are qualified to become Directors and who may be appointed insenior management in accordance with the criteria laid down and to recommend to theBoard their appointment and /or removal.

• To carry out evaluation of every Director’s performance.

• To formulate the criteria for determining qualifications, positive attributes and independenceof a Director, and recommend to the Board a policy, relating to the remuneration for theDirectors, key managerial personnel and other employees.

• To formulate the criteria for evaluation of Independent Directors and the Board.

• To recommend/review remuneration of the Managing Director and Whole-time Director(s)based on their performance and defined assessment criteria.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANE DURING THE YEAR:

Name Designation Category No of Meetings No of Meetings Held Attended

Mr. Suresh Chandra Bapna Chairman NED(I) 1 1

Mr. V. Suryanarayana Murthy Member NED(I) 1 1

Dr. R. R. Pujari Member NED(I) 1 1

NED (I) : Non Executive Independent Director

C. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The Nomination & Remuneration Committee shall evaluate each individual with the objectiveof having a group that best enables the success of the company’s business.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’ INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee foridentifying persons who are qualified to become Directors and to determine the independenceof 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 accordancewith the provisions of Section 178 of the Companies Act, 2013, clause 49 of the Equity ListingAgreement and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.

2.3 “Independent Director” means a director referred to in sub-section (6) of Section 149 of theCompanies Act, 2013, Clause 49(II)(B) of the Equity Listing Agreement and Regulation 16 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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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 individualmembers. The objective is to have a board with diverse background and experience that arerelevant for the Company’s operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into accountfactors, such as:

� General understanding of the company’s business dynamics, global business and socialperspective;

� 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 responsibilitieseffectively.

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 CommitteeMember, the Committee Meeting;

� shall abide by the code of Conduct established by the company for Directors and seniorManagement 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 ofthe Board in every financial year and thereafter whenever there is a change in the disclosuresalready made;

� Such other requirements as any be prescribed, from time to time, under the companies Act,2013, Equity listing Agreements, Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015.and other relevant laws.

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

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down inCompanies Act, 2013, Clause 49 of the Equity Listing Agreement and Regulation 16 of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

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

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

(ii) who is not related to promoters or directors of the company its holding, subsidiaryor associate company

c. who has or had no pecuniary relationship with the company, its holding, subsidiary orassociate company, or their promoters, or director, during the two immediately precedingfinancial 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, amountingto two per cent or more of its gross turnover or total income or fifty lakh rupees or suchhigher amount as may be prescribed, whichever is lower, during the two immediatelypreceding 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 beenemployee of the or associate company in any of the three finance years immediatelypreceding 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 financeyear immediately preceding the financial year in which he is proposed to be appointedof-

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

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

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

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

(iii) is a material supplier, service provider or customer or a lesser or lessee of thecompany.

f. Shall possess appropriate skills experience and knowledge in one or more field offinance, law management, sales, marketing administration, research, corporategovernance, technical operations, corporate social responsibility or this disciplines relatedto the company’s business.

g. Shall possess such other qualifications as may be prescribed from time to time, underthe 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 specifiedin Schedule IV to the companies Act, 2013.

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3.3 other directorships/ committee memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience tocontribute to effective Board performance Accordingly, members should voluntarily limit theirdirectorships in other listed public limited companies in such a way that it does not interferewith their role as director of the company. The NR Committee shall take into account thenature of, and the time involved in a director service on other Boards, in evaluating thesuitability 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 10shall be public limited companies.

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

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

For the purpose of considering the limit of the committee, Audit committee and stakeholder’srelationship committee of all public limited companies, whether listed or not, shall be included andall other companies including private limited companies, foreign companies and companies undersection 8 of the companies Act, 2013 shall be excluded.

10. STAKEHOLDER’S RELATIONSHIP COMMITTEE:

A) COMPOSITION:

The Details of composition of the Committee are given below:

Name Designation Category

Mr. Suresh Chandra Bapna Chairperson NED(I)

Mr. V. Suryanarayana Murthy Member NED(I)

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

NED (I) : Non Executive Independent Director

B. NAME AND DESIGNATION OF COMPLIANCE OFFICER

Mr. Prem Chand Kankaria, Managing Director of the company, is the compliance officer of theCompany.

C. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE YEAR2015-16

INVESTOR COMPLAINTS

Particulars Year ended 31.03.2016

Pending at the beginning of the year NIL

Received during the year NIL

Disposed of during the year NIL

Remaining unresolved at the end of the year NIL

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11. REMUNERATION OF DIRECTORS:

A. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS VIS-À-VIS THE LISTED COMPANY: The Non- Executive Directors have no pecuniary relationship ortransactions.

B. CRITERIA FOR MAKING PAYMENTS TO NON-EXECUTIVE DIRECTORS: As per the remunerationpolicy of the company.

C. REMUNERATION TO DIRECTORS PAID DURING THE FINANCIAL YEAR 2015-16 AND OTHERDISCLOSURES:

Name of the Salary Sitting Number of Service Stock Fixed PerformanceDirector (Rs) fees (Rs) shares held Contracts Option Component Based

Details Incentive

Mr. Prem ChandKankaria 4200000 - 490516 - - - -

Ms. NeepaKankaria 540000 - 90000 - - - -

Mr. SureshChandra Bapna - 30000 - - - - -

Mr. V. Suryanarayana Murthy - 40000 - - - - -

Dr. R. R. Pujari - 30000 - - - - -

D. INDEPENDENT DIRECTORS’ MEETING:

As per clause 7 of the schedule IV of the Companies Act (Code for Independent Directors), aseparate meeting of the Independent Directors of the Company (without the attendance of Non-Independent directors) was held on 14.03.2016, and discuss the following:

1. Evaluation of the performance of Non Independent Directors and the Board of Directorsas whole;

2. Evaluation of the quality, content and timelines of flow of information between themanagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

All the Independent Directors of the Company were present at the meeting.

As required under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015, the company regularly familiarizes IndependentDirectors with the Company, their roles, rights, responsibilities in the company, nature of the

12. FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV andrules made thereunder, the independent directors of the company had a meeting on 14/03/2016 without attendance of non-independent directors and members of management. In themeeting 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 ofexecutive directors and non-executive directors;

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

The meeting also reviewed and evaluated the performance of non-independent directors. Thecompany has 2 non-independent directors namely:

1. Mr. Prem Chand Kankaria

2. Ms. Neepa Kankaria

The meeting recognized the significant contribution made by Mr. Prem Chand Kankaria directing theCompany towards the success path and placing the Company globally .

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

� Preparedness for Board/Committee meetings

� Attendance at the Board/Committee meetings

� Guidance on corporate strategy, risk policy, corporate performance and overseeingacquisitions 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, includingthe 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 relevantstandards.

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

13. 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 theDirectors, responsibilities should and individual performance.

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 committeefor recommending to the Board the remuneration of the directors, key managerial personneland 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 Officer or the managing director or the manager;

(ii) The Company Secretary;

(iii) The Whole-time Director;

(iv) The Chief Finance Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

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2.3 “Nomination and Remuneration committee” means the committee constituted by Board inaccordance with the provisions of section 178 of the companies Act, 2013, clause 49 of theEquity Listing Agreement and Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015.

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) committeeshall review and approve the remuneration payable to the Executive Director of the companywithin the overall approved by the shareholders.

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

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

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

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

(v) Retrial benefits

(vi) Annual performance Bonus

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

3.2 Remuneration to Non – Executive Directors3.2.1 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 overalllimits approved by the shareholders as per the provisions of the Companies Act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Boardand the Committees thereof. The Non - Executive Directors shall also be entitled to profitrelated commission in addition to the sitting fees.

3.3. Remuneration to other employees3.3.1. Employees shall be assigned grades according to their qualifications and work experience,

competencies as well as their roles and responsibilities in the organization. Individualremuneration shall be determined within the appropriate grade and shall be based onvarious factors such as job profile skill sets, seniority, experience and prevailing remunerationlevels for equivalent jobs.

14. RISK MANAGEMENT COMMITTEE:A.) COMPOSITION:The Details of composition of the Committee are given below:

Name Designation Category

Mr. Suresh Chandra Bapna Chairperson NED(1)

Mr. V. Suryanarayana Murthy Member NED(1)

Ms. Neepa Kankaria Member ED

NED (I) : Non Executive Independent Director

ED : Executive Director

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B) ROLE AND RESPONSIBILITIES OF THE COMMITTEE INCLUDES THE FOLLOWING:

� Framing of Risk Management Plan and Policy

� Overseeing implementation of Risk Management Plan and Policy

� Monitoring of Risk Management Plan and Policy

� Validating the process of risk management

� Validating the procedure for Risk minimisation.

� Periodically reviewing and evaluating the Risk Management Policy and practices withrespect to risk assessment and risk management processes.

� Continually obtaining reasonable assurance from management that al known and emergingrisks have been identified and mitigated or managed.

15. DETAILS ON GENERAL BODY MEETINGS:

A. LOCATION, DATE AND TIME OF LAST THREE AGMS AND SPECIAL RESOLUTIONS THERE AT ASUNDER:

Financial Date Time Location Special / Ordinary

Year Resolution

2014-15 29.09.2015 11:30 AM Hotel Inner Cirlce, 1. Re-appointment of Mr.Lane Beside Saboo Prem Chand KankariaMotors, Rajbhavan (DIN:00062584) as ManagingRoad, Hyderabad. DirectorTelangana, India 2. Appointment of Ms. Neepa

Kankaria as Director of thecompany.

3. Appointment of Ms. NeepaKankaria as ExecutiveDirector of the company.

4. Appointment of Mr. V S NMurthy (DIN: 00021952) andMr. Suresh Chandra Bapna(DIN: 00154834) asIndependent Director of theCompany.

5. Amendment of Articles OfAssociation of the Company.

2013-14 27.09.2014 11:00 AM Hotel Inner Cirlce, 1. Appointment of Dr. R. RLane Beside Saboo Pujari (DIN 00018994) as anMotors, Rajbhavan Independent Director of theRoad, Hyderabad. Company.Telangana, India

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2. For mortgaging theproperties of the company infavour of the lenders and alsofor exercising the borrowinglimits up to an aggregateamount of Rs. 15 Crores forthe purpose of business ofthe company

3. New Article 196 is beinginserted.

2012-13 30.09.2013 11:30 AM Survey No. 715,Kondamadugu Village,Bibinagar Mandal,NalgondaDistrict – 508126 -

B. PASSING OF RESOLUTIONS BY POSTAL BALLOT:There were no resolutions passed by the Company through Postal Ballot during the financial year2015-16.16. MEANS OF COMMUNICATION:The quarterly, half-yearly and yearly financial results will be sent to the Stock Exchanges immediatelyafter the Board approves the same and these results will also be published in prominent dailynewspapers. 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, individualcommunication of half yearly results are not sent to the shareholders.17. GENERAL SHAREHOLDER INFORMATION:A. ANNUAL GENERAL MEETING:

Day, Date and Time: Monday, 26th September, 2016 at 3.30 p.mVenue: Hotel Inner Circle, Lane Beside Saboo Motors, Rajbhavan Road, Hyderabad, Telangana. FINANCIAL YEAR AND FINANCIAL YEAR CALENDAR 2016-17 (TENTATIVE SCHEDULE)Financial year to which the Annual General Meeting relates: 2015-16Financial calendar: 2016-17 (tentative)Adoption of Quarterly results for the Quarter ending

• 30th June, 2016 : 10.08.2016 (Declared)• 30th September, 2016 : on or before 14.11.2016• 31st December, 2016 : on or before 14.02.2017• 31st March, 2017 : on or before 30.05.2017

Annual General Meeting (Next year): August / September, 2017B) DIVIDEND PAYMENT DATE: On or before 10.10.2016.C) NAME AND ADDRESS OF EACH STOCK EXCHANGE WHERE THE COMPANIES SECURITIES ARE

LISTED:EXCHANGE: BSE LIMITED, P.J. Towers, Dalal Street, Mumbai- 400001.D) STOCK CODE: EXCHANGE: BSE LIMITED SCRIP CODE : 530111

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E) STOCK MARKET PRICE DATA:

Month High Low

April’15 35.00 29.00

May’15 33.05 27.15

June’15 32.05 27.15

July’15 29.95 26.00

Aug’15 38.05 31.30

Sept’15 44.00 33.50

Oct’15 38.50 33.25

Nov’15 36.00 32.30

Dec’15 36.50 30.10

Jan’16 36.60 30.85

Feb’16 33.50 29.40

Mar’16 33.65 29.65

G) IN CASE SECURITIES ARE SUSPENDED FROM TRADING :

The securities are not suspended from trading on any of the stock exchanges.

H) REGISTRAR AND SHARE TRANSFER AGENTS:CIL Securities Ltd.214, Raghavaratna Towers,Chirag Ali Lane, AbidsHyderabad 500001.Ph.No. 23202465/66612093, Fax. 23203028

I) SHARE TRANSFER SYSTEM:

The Transfer of Shares is affected by the Registrars after necessary approval of the Board/Share Transfer Committee. Transfer generally takes 1-2 weeks.

No. of Shares Upto No. of % No. of %From Holders Held Shares Held

0 500 2067 79.81 305253 6.68

501 1000 226 8.73 183915 4.02

1001 2000 111 4.29 177839 3.89

2001 3000 57 2.20 144118 3.15

3001 4000 23 0.89 83777 1.83

4001 5000 14 0.54 65252 1.43

5001 10000 39 1.51 295032 6.46

10001 4569750 53 2.05 3314564 72.53

2590 100.00 4569750 100.00

F) DISTRIBUTION OF HOLDING AS ON : 31.03.2016

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S. No Category No. of shares held Percentage of shareholding

A Shareholding of Promoterand Promoter group

1. Indian

Individual 1602446 35.07

2. Foreign

Individual - -

Sub-Total A 1602446 35.07

B Public Shareholding - -

1. Institutions 1000 0.02

2. Non Institutions 2966304 64.91

Sub Total B 2967304 64.93

Grand Total (A+B) 4569750 100.00

J) DEMATERIALISATION & LIQUIDITY OF SHARES:

Trading in Company’s shares is permitted only in dematerialized form for all investors. The ISINallotted to the Company’s scrip is INE639C01013 in BSE. Investors are therefore advised toopen a demat account with a Depository participant of their choice to trade in dematerializedform.

Particulars No. of Shares % Share Capital

NSDL 2152471 47.10

CDSL 2198763 48.12

PHYSICAL 218516 4.78

Total 4569750 100.00

K) COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES:

The Company uses Forward Exchange Contracts to hedge its risks associated with foreigncurrency fluctuations relating to certain firm commitments and forecasted transactions. TheCompany does not enter into any such instruments for trading or speculative purposes.

L) ADDRESS FOR CORRESPONDENCE: # 6-3-1090/C-4, opp. Kapadia lane, Raj Bhavan road,Hyderabad – 500082,Telangana

M) BOOK CLOSURE DATE: 24th September, 2016 to 26th September, 2016 (both days inclusive)

N) LISTING FEES:

The equity shares of the Company are listed on BSE Ltd. The Company has paid the listingfees for the year 2015-16 to BSE Limited.

O) ELECTRONIC CONNECTIVITY: The Company has demat connectivity with both NSDL and CDSL.The ISIN is INE639C01013.

P) SHAREHOLDING PATTERN AS ON 31ST MARCH, 2016:

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18. OTHER DISCLOSURES

A. MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS:

During the year under review, the Company had not entered in to any materially significanttransaction with any related party. During the year, the Company had not entered into any othercontract/arrangement/transaction with related parties which could be considered material inaccordance with the policy of the company on materiality of related party transactions that mayhave potential conflict with the interests of the Company at large. All the related party transactionsduring the year are in the ordinary course of business and on arm’s length basis.

B. COMPLIANCES:

There are no penalties imposed on the Company by the Stock Exchanges or SEBI or any otherstatutory authority on any matter related to capital markets, during the last three years.

C. WHISTLE BLOWER POLICY:

The Company has a whistle blower policy in place for reporting the instances of conduct whichare not in conformity with the policy. Directors, employees, vendors or any person havingdealings with the Company may report non-compliance to the Chairman of the Audit Committee,who reviews the report. Confidentiality is maintained of such reporting and it is ensured thatthe whistle blowers are not subjected to any discrimination. No person was denied access tothe Audit Committee.

D. COMPLIANCE WITH THE MANDATORY REQUIREMENTS AND ADOPTION OF THE NON-MANDATORY REQUIREMENTS OF SEBI (LISTING OBLIGATIONS AND DISLOSUREREQUIREMENTS) REGULATIONS, 2015.

All mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 have been appropriately complied with and the status of non-mandatoryrequirements is given below:

i. The Company does not have Chairman and hence the provisions for Non-ExecutiveChairman are not applicable. All other requirements of the Board during the year havebeen complied with.

ii. The financial Statements are free from any Audit Qualifications.

E. WEB-LINK WHERE POLICY FOR DETERMINIG ‘MATERIAL’ SUBSIDIARIES IS DISCLOSED.

The Company does not have any subsidiaries.

F. DISCLOSURE OF ACCOUNTING TREATMENT:

The Company has complied with the appropriate accounting policies and has ensured thatthey have been applied consistently. There have been no deviations from the treatmentprescribed in the Accounting Standards notified under Section 129 of the Companies Act,2013.

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CERTIFICATE BY THE MANAGING DIRECTOR AND CFO OF THE COMPANY

ToThe Board of DirectorsRaj Packaging Industries Limited

Dear Sirs,

As required under Regulation 17(8) read with Part B, Schedule II of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, we state that:

1. We have reviewed the financial statements and the cash flow statement for the year ended 31stMarch 2016 and to the best of our knowledge and belief;

a. These statements do not contain any materially untrue statement nor omit any materialfact nor contain statements that might be misleading, and

b. These statements present a true and fair view of the company’s affairs and are incompliance with the existing accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions entered into by the companyduring the year, which are fraudulent, illegal or violative of the company’s code of conduct.

3. We accept responsibility for establishing and maintaining internal controls, we have evaluatedthe effectiveness of the internal control systems of the company and we have disclosed to theauditors and the audit committee, deficiencies in the design or the operation of internal controls,if any, of which we was aware and the steps that we have taken or propose to take and rectify theidentified deficiencies and

4. That we have informed the auditors and the audit committee of:

a) Significant changes in the internal control during the year;

b) Significant changes in accounting policies during the year and that the same have beendisclosed in the notes to the financial statements; and

c) Instances of significant fraud of which we have become aware and the involvement ofany employee having a significant role in the company’s internal control system.

For and on behalf of the Board ofRaj Packaging Industries Limited

Sd/- Sd/-Place: Hyderabad M. Narsimha Prem Chand KankariaDate: 10.08.2016 Chief Financial Officer Managing Director (DIN: 00062584)

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AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCEToThe Members ofRaj Packaging Industries Limited

We have examined the Compliance with conditions of Corporate Governance of M/s. Raj PackagingIndustries Limited for the year ended 31st March, 2016 as stipulated in Regulation 34(3) read withPara E Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Compliance with the conditions of Corporate Governance is the responsibility of the Management.Our examination has been limited to review the procedures and implementations thereof adopted bythe Company for ensuring the compliance with the conditions of the Corporate Governance. It isneither an audit nor an expression of opinion on the financial statement of the Company.

In our opinion and to the best of our information and according to the explanations given to us andrepresentations made by the Directors and the Management’s, we certify that the company hascompiled with conditions of the Corporate Governance as stipulated in Regulation 34 (3) read withSchedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of theabove mentioned Listing agreement.

As required by the guidance note issued by the institute of Chartered Accountants of India, we have tostate that no grievances of investors are pending for a period exceeding one month against theCompany as per the records maintained by the Company.

We further state that such compliance is neither an assurance as to future viability of the Companynor of the efficiency or effectiveness with which the management has conducted the affairs of thecompany.

For NAC And Associates LLPChartered Accountants

Firm’s Registration No.: 119375W

Sd/-Nikhil Surana

PartnerMembership No. : 232997

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMEDSUSPENSE ACOUNT

As per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, the company hereby discloses the details of unpaid/unclaimeddividend and the respective share thereof as follows:

**Aggregate No. of No. of shareholders No. of shareholders Aggregate No. of

Shareholders and who approached the to whom shares were Shareholders andthe outstanding company for transfer transferred from the outstanding

shares in the of shares from suspense account shares in the suspense account suspense account during the year. suspense account

at the beginning during the year. at the endof the year. of the year.

NIL NIL NIL NIL

** Voting Right on these shares shall remain frozen till the rightful owner of such sharesclaims the shares.

Place: HyderabadDate: 10.08.2016

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MANAGEMENT’S DISCUSSION & ANALYSIS REPORT

Regulation 34 of SEBI (LO&DR) Regulation, 2015 Management Discussion and Analysis reportcovering the 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 is essence to the many articles.Because of versatility of plastics, it is favoured and widely used. At many places plastic packaging iseven replacing other packing material. So this industry is growing very fast.

Traditionally in India plastic packaging industry were operating as small and medium scale industry.Because of no entry barrier and comparative less capital investment several new units have comeinto existence. However, there has been marked changes due to multinational coming into foodpackaging, rapid growth in organized retail sector, mall culture coming to existence and the customerdemands are ever increasing for better quality and sophisticated products. Because of versatility,flexible, easy to handle and low cost, plastic packaging material is preferred one.

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.

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OVERVIEW OF THE ECONOMIC SCENARIO

The global scenario continues to be trapped in a low growth trajectory, despite the steep drop incrude oil and commodity prices.In spite of monetary stimulus package offered by Government inmany countries growth is slow to pick up.Now Governments are turning to fiscal and structuralmeasures to revive growth. The IMF projects global growth to inch up from 3.1% in 2015, to 3.2% in2016,and increasing to 3.5% in 2017. Growth in the advanced economies is projected at 1.9% in2016, with US growth pegged at 2.4%, Europe at 1.5% and Japan at 0.5%. Growth in the emergingmarkets in 2016, overall, is projected at 4.1%, much of it coming from China, India and the ASEANregion. No sustained upside is seen in oil and commodity prices in 2016. The path ahead for theglobal economy remains challenging, with greater uncertainties thrown in. Concerns persist aboutthe slowdown in China and its ability to shift smoothly from export-led to domestic-led growth. Fiscalpressures will accentuate in the oil producing countries, including the rich Middle-East countries.Financial markets remain nervous and exchange rate volatility has been pronounced. This is reinforcedby the impending reversal of the interest rate cycle in the US.

INDIAN ECONOMY

Against the backdrop of a muted global economy, India's economy is an outperformer. For 2016-17,GDP growth is projected at 7.5%. This would make it the fastest growing among the large economies.This is particularly creditable in the context of two successive unfavorable monsoons and a declinein exports. Recent data indicate a 5.7% year-on-year growth in eight of the key core sector industries,against 2.3% growth registered last year.

Inflationary pressures have been contained. The rise in the consumer price index averaged 4.9% in2015-16, down from 5.9% in the previous year. The wholesale price index declined 2.5% on anaveraged basis, compared to a rise of 2.0% in the previous year. The government is also committedto meeting the current year's fiscal target of 3.5% of GDP. Overall, the economic fundamentals aresound. There have also been positive moves on the policy front, in areas related to ease of doingbusiness, promoting start-ups, and opening up more areas for foreign investment through theautomatic route AND MOST IMPORTANT is bringing of GOODS AND SERVICES TAX. It is the singleimportant reform measure which will prove to be a game changer in the way we do the buseness.Moreover, the government is substantially stepping up infrastructure spending.

But in spite of all these positives some hick up are there and will take time to give positive results forinstance, capital investment will take time to revive, given stretched corporate balance sheets, lowcapacity utilization which means lower production and competition from imports. Slow global outputand trade growth will continue to impact exports. There is also the overhang of nonperforming assetsin the banking sector. Much needs to be done to "monsoon-proof" the Indian economy as twosuccessive monsoon failures has effected the economy badly. The growth in the manufacturingsector has been subdued, including a decline in the output of capital goods. Another important areawhich needs urgent attention is lowering of interest rates. Though containing inflation is importantand may be top priority to the RBI but keeping high interest rate is adversely effecting growth of theindustries.Where most of advanced economies are having zero or nearly zero percent interest rates- in India industries are subjecting to 12-14% interest rates in the name of inflation. This is highlyunjust. Many of the projects particularly infra projects are totally unviable with this interest rates and

38

there is no incentive to go for them. And without establishing infra facilities -growth of economy andcountry is not possible. So need of the hour for the Government and the RBI is fine balance betweenlower inflation rate and growth requirement not one at the cost of other.

BUSINESS PERFORMANCE AND OVERVIEW 2015-16

The company continues to travel on growth path and shown steady progress. The capacity utilizationhas been steady and satisfactory keeping in view age of the plants.

The company is operating in areas known to it and where it has been operating since years and buildleadership. The areas are namely oil film and lamination films. Company is also working with itscustomers in some of niche areas of film applications and developing new films. Its share oflamination film is constantly increasing. The company has support of raw material suppliers andwith advent of new generation of raw material is trying to develop new and better application of film.

With reasonable good printing facilities company is able to provide good printed film.

As mentioned in earlier paras the share of lamination film is increasing that shows that this marketof laminates is showing a steady growth. As a matter of fact this is growing at the rate of 12-14% onyearly basis.

With change in buying habits of people preferring packed foods, there is marked change in thepackaging industry and there is increasing demand of laminates for packing of food items. We havenoticed change in traditional industry like oil packing shifting from normal surface printed film tolaminated film. Company has found that this is new area providing ample opportunity for growth.Company has entered into lamination industry in very small way with existing facilities. However, it isfelt that company has to go full fledge in this area and for this need to put up new lamination machineand later new sophisticated printing line with high speed.

The management is working on these lines for expansion. The result will be known in the fourthquarter.

The company is back to earning profits and doing reasonably good . Board has decided to maintainits tradition to share the fruits with its shareholders and declared divided of 5%.

FINANCIAL REVIEW AND WORKING CAPITAL MANAGEMENT

RPIL has shown total income of Rs.37.57 lakhs in the current year as compared to Rs.45.18 lakhs(both are net of excise) for the previous year. The company's operating profit stood at Rs. 334.29lakhs and PAT at Rs.98.91 lakhs for current year as against Rs.374.46 lakhs and Rs.83.56 lakhs forprevious year.

The turnover of company has decreased slightly but profit after tax increased by 18%.This hasprompted Management to maintain dividend at 5%.

Since increased activities need increased funds company's banker has accepted its request toenhance its working capital cash credit facilities. Thus company was enjoying comfortable workingcapital finances throughout the year.

CRISIL has upgraded from the BB /Stable to BB+/Stable rating to company's Cash Credit and

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Term Loan facilities with the Bank.

OUR OPPORTUNITY

Indian economy is demand and consumption based so less impacted by slow down and is seeingcontinuous growth particularly, food articles and retails, however, growth may be slower than itspotential. 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 themedium to long term, rising disposable incomes including in rural areas and Government's increasingspends on the social sector to foster inclusive growth - the structural drivers for rapid growth inconsumption are in place.

Now with changed food habits and life style giving way to packed food of every nature and lot of playerfrom small to big Multi nationals coming into food packaging and asking for new, improved andsophisticated 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 asanticipated but going into consolidation phase is gradually picking up the momentum and promisesa great future. If that be the case, then packaging is going to play a major roll. We see per capitaplastic consumption to increase in India with the growth of retail sector which will provide immensesupport to our industry. The domestic polymer consumption has shown healthy growth of more than15%. The largest sector contributing nearly half of the value is flexible packaging of which yourcompany is part. This provides ample opportunities to grow.

Raj Packaging will always look forward to grabbing the opportunity and will continue its efforts tomaintain its leadership not just in the present market but across the country and further look to areaswhere it can enhance its profitability with new product or new market.

The company which henceforth supplying its lamination film to converting industry for converting intolaminates is now contemplating to put up its own facility for making laminates which will givetremendous 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 ofgrowing competition. Challenges from within and outside. Within the company the challenge is tomaintain quality standards and customer satisfaction. The challenge is to keep the cost low. To havesustainable growth , the company has to maintain its leadership, and to do that the company has toinvest money in upgrading technology and put new facilities. These challenges are further overcomeby 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 atright time and right price.

However, it is more difficult to meet challenges of external factors which are not in hands of companyand management. But it is necessary to face them.

INTERNAL CONTROL SYSTEMS -THEIR ADEQUACY

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Our company has adequate internal control systems, commensurate with its size and complexity ofoperation. The company maintains an adequate and effective internal control systems and suitablemonitoring 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 activitieshave 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 inview that the company is small.

The company has appointed Internal Auditors during the year. They are carrying out internal audit offinancial records of the company as per audit plan decided by Board. Their reports are submitted onquarterly basis which is being reviewed by Audit Committee and Board of Directors along with ActionTaken by the Management. This is ensuring proper compliance of various laws and timely correctivesteps are taken for any lapse reported.

The company believes that these internal control systems with proper monitoring by Internal Auditorwill provide a reasonable assurance that transactions are executed properly and that they are recordedin all material respects to permit preparation of financial statements in conformity with establishedaccounting 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 interestof immediate stakeholders but also take care of earth, planet, universe and also society in which itworks. Fruits of its growth should be shared with the society.

The Central Government has issued and local GHMC has adopted new Plastic Waste ManagementRules, 2016 whereby every processing unit has to comply to the provisions of the Rules. The companyis already having CFO from Pollution department and is in the process of acquiring permissionunder new Rules.

With new company Law in place which brings CSR mandatory for some companies- though ourcompany is not covered but still it is ready to take on this responsibility. In past also company hascontributed towards development of area including roads near to its factory which is rural village. Infuture also the company has plan to take on more work to uplift the lives of people and the area whereit is working.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES /INDUSTRIAL RELATIONS

The company values its relationship with employees and ensures to create an environment andculture where employee is enthused to put his best efforts and maximize his contribution. Overall therelationship with the employees is cordial.

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ANNEXURE-IFORM MR-3

SECRETARIAL AUDIT REPORT(Pursuant to section 204(1) of the Companies Act, 2013 and

Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016

ToThe MembersM/s. Raj Packaging Industries Limited

We have conducted the audit of the compliance of applicable statutory provisions and the adherenceto good corporate practices by M/s. Raj Packaging Industries Limited (hereinafter called “theCompany”). Audit was conducted in a manner that provided us a reasonable basis for evaluating thecorporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Company’s Books, Papers, Minute Books, Forms and Returns filedand other Records maintained by the Company and also the information provided by the Company,its officers, agents and authorized representatives during the conduct of secretarial audit, we herebyreport that in our opinion, the company has, during the financial year commencing from 1st April, 2015and ended 31st March, 2016, complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent, in themanner and subject to the reporting made hereinafter:

1. We have examined the books, papers, minute books, forms and returns filed and other recordsmaintained by the Company for the financial year ended on 31st of March, 2016 according to theprovisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under for specified sectionsnotified and came into effect from 12th September, 2013 and sections and Rules notifiedand came into effect from 1st April, 2014;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there underto the extent of Foreign Direct Investment (FDI), Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The Securities and Exchange Board of India Act, 1992 (‘SEBI Act’)

2. Compliance status in respect of the provisions of the following Regulations and Guidelinesprescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI ACT’) is furnishedhereunder for the financial year 2015-16:-

i. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011; All the required disclosures from time to time and as and whenapplicable were complied with.

ii. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations, 2009; Not Applicable

42

iii. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;Not Applicable

iv. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; NotApplicable

v. The Securities and Exchange Board of India (Registrars to an issue and Share TransferAgents) Regulations, 1993, regarding the Companies Act and dealing with client; NotApplicable

vi. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations, 2008; Not Applicable

vii. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,2014; Not Applicable

viii. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015 Insider Trading regulations; The Company has framed code of conduct for regulating& reporting trading by Insiders and for Fair Disclosure, 2015 and displayed the same oncompany’s Website i.e www.rajpack.com and all required disclosures from time totime as and when applicable are complied with.

ix. The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 were complied with to the extent applicable and

o The Company has signed Uniform listing agreement with BSE Limited;

o The company has framed the policies as mentioned below and displayed the same onthe company’s website i.e www.rajpack.com

� Board Diversity Policy� Policy on Preservation of Documents� Risk Management Policy� Whistle Blower Policy� Related party transaction policy� Femiliarisation programme for independent directors� Anti Sexual harassment policy� Code of conduct

3. During the year the company has conducted 5 Board meetings, 4 Audit committee meetingsand 1 Nomination & Remuneration Committee meeting. We have also examined compliancewith the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreement entered into by the Company with Stock Exchange(s).

4. During the financial year under report, the Company has complied with the provisions of theNew Companies Act, 2013, Old Companies Act, 1956 to the extent applicable and the Rules,Regulations, Guidelines, Standards, etc., mentioned above subject to the following observations;

5. The Company has identified the following laws applicable specifically to the Company:

a. Water (Prevention and control of Pollution) Act, 1974 and the rules made thereunder;

b. Air (Prevention and control of Pollution) Act, 1981 and the rules made thereunder;

c. Hazardous Wastes (Management, Handling and Transboundry Movement) Rules, 2008;

d. The Environment Protection Act, 1986;

43

OBSERVATIONS:

(a) As per the information and explanations provided by the Company, its officers, agents andauthorized representatives during the conduct of secretarial audit, we report that

(i) The provisions of the Foreign Exchange Management Act, 1999 and the Rules andRegulations made there under to the extent of:

• External Commercial Borrowings were not attracted to the Company under the financialyear under report;

• Foreign Direct Investment (FDI) was not attracted to the company under the financial yearunder report;

• Overseas Direct Investment by Residents in Joint Venture/Wholly Owned Subsidiary abroadwas not attracted to the company under the financial year under report.

(ii) As per the information and explanations provided by the company, its officers, agents andauthorized representatives during the conduct of Audit, we report that the Company has notmade any GDRs/ADRs or any Commercial Instrument under the financial year under report.

(b) We further report that:

(i) The Company has appointed Mr. M. Narsimha as CFO. However, the company has notappointed any Company Secretary .

(ii) The Company has the internal auditors namely M/s. MGM & Co. Chartered Accountants,Hyderabad.

We further report that:-

• The Board of Directors of the Company is duly constituted with proper balance of ExecutiveDirectors, Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

• Adequate notice of board meeting is given to all the directors along with agenda at leastseven days in advance, and a system exists for seeking and obtaining further informationand clarifications on the agenda items before the meeting and meaningful participation atthe meeting.

• As per the minutes of the meeting duly recorded and signed by the Chairman, the decisionsof the Board were unanimous and no dissenting views have been recorded.

• We, further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensurecompliance with applicable laws, rules, regulations and guidelines.

• We further report that during the year under report, the Company has not undertaken event/action having a major bearing on the company’s affairs in pursuance of the above referredlaws, rules, regulations, guidelines, standards etc.

For S.S. Reddy & Associates

Place: Hyderabad Sd/-Date: 10/08/2016 S. Sarveswar Reddy

ProprietorC.P.No: 7478, M.No. A12611

44

Annexure A

ToThe Members ofM/s. Raj Packaging Industries Limited

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the company. Ourresponsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonableassurance about the correctness of the secretarial records. The verification was done on testbasis to ensure that correct facts are reflected in secretarial records. We believe that theprocesses and practices we followed provide a reasonable basis for our opinion.

3. We have relied on the reports given by the concerned professionals in verifying the correctnessand appropriateness of financial records and books of accounts of the company .

4. Where ever required, we have obtained the Management representation about the complianceof laws, rules and regulations and happening of events etc.

5. The compliance of provisions of Corporate and other applicable laws, rules, regulations,standards is the responsibility of management. Our examination was limited to the verificationof procedures on test basis.

6. The secretarial Audit report is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs of thecompany.

For S.S. Reddy & Associates

Place: Hyderabad Sd/-Date: 10/08/2016 S. Sarveswar Reddy

ProprietorC.P.No: 7478, M.No. A12611

45

ANNEXURE - IForm No. MGT 9

MGT 9Extract of Annual Return

As on the Financial Year 31.03.2016[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS :

REGISTRATION & OTHER DETAILS:

i. CIN L25209AP1987PLC007550

ii. Registration Date 18/06/1987

iii. Name of the Company Raj Packaging Industries Limited

iv. Category / Sub-Category of Company Limited by Sharesthe Company Indian Non-Government Company

v. Address of the Registered # 6-3-1090/C-4, Opp. Kapadialane,office and contact details Raj Bhavan Road, Hyderabad, Telangana - 500082

info@rajpack.com/ hyd2_rajpack@bsnl.in

vi. Whether listed company Yes / No Yes

vii. Name, Address and Contact details CIL Securities Ltd.of Registrar and Transfer Agent, if any 214, Raghavaratna Towers, Chirag Ali Lane,

Hyderabad 500 001.Ph.No. 040- 23202465/66612093,Fax. 040- 23203028

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall

be stated:-

Sl.No. Name and Description NIC Code of the % to total turnover

of main Products/services Product\ services of the Company

1 Manufacture of Packaging Products of Multilayer Co-Extruded Plastic Film 99854 99.56

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

Sl. No. Name and Address CIN/GLN Holding/ % of Shares Applicableof the Company Subsidiary/ Held Section

Associates

The Company does not have any subsidiaries

46

IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOATL EQUITY

i) Category-wise Share Holding

CATEGORY NO. OF SHARES HELD AT THE NO. OF SHARES HELD AT THE END % OF SHARE BEGINNING OF THE YEAR OF THE YEAR CHANGE HOLDERS DURING

THEYEAR

Demat phy- Total % of Demat phy- Total % ofsical Total Total sical Total

shares shares shares

A. PROMOTERS1) India

Individual/ HUF 722162 22750 744912 16.30 721789 22750 744539 16.29 (0.01)

Central Govt. - - - - - - - - -

State Govt .(s) - - - - - - - - -

Bodies Corp. 307000 20000 327000 7.16 337359 20000 357359 7.82 0.66

Banks / FI - - - - - - - - -

Any Other(Persons Acting 477348 17200 494548 10.82 493348 7200 500548 10.96 0.14in concert)

Sub-total(A) (1) :- 1506510 59950 1566460 34.28 1552496 49950 1602446 35.07 0.79

2) FOREIGN

a) NRIs -Individuals - - - - - - - - -

b) Other -Individuals - - - - - - - - -

c) Bodies Corp. - - - - - - - - -

d) Banks / FI - - - - - - - - -

e) AnyOther…. - - - - - - - - -

SUB TOTAL(A) (2) - - - - - - - - -

TOTAL SHAREHOLDING OFPROMOTERS(A)= (A)(1) +(A) (2) 1506510 55950 1566460 34.28 1552496 49950 1602446 35.07 0.79

B. PUBLICSHAREHOLDING

1. INSTITUTION

a.) Mutual Funds - - - - - - - - -

b.) Banks / FI - 1000 1000 0.02 - 1000 1000 0.02 -

47

c.) Central Govt - - - - - - - - -

d.) State govt(s) - - - - - - - - -

e.) Venture Capital Fund - - - - - - - - -

f.) Insurance Companies - - - - - - - - -

g.) FIIs - - - - - - - - -

h.) Foreign Venture Capital fund - - - - - - - - -

i.) other (specify) - - - - - - - - -

SUB-TOTAL(B)(1): - 1000 1000 0.02 - 1000 1000 0.02 -

2. Non- Institutions

a) Bodies Corp.

i) Indian 190690 7700 198390 4.34 176263 7700 183963 4.03 (0.31)

ii) Overseas - - - - - - - - -

b) Individuals - - - - - - - - -

i) Individual shareholder sholdingnominal sharecapital uptoRs. 1 lakh 1124231 160666 1284897 28.12 990168 155566 1145734 25.07 (3.05)

ii) Individual shareholders holdingnominal sharecapital inexcess of Rs 1lakh 1471370 - 1471370 32.20 1608538 - 1608538 35.20 3.00

c) Others (specify)Non- Resident Indians 41064 4300 45364 0.99 18022 4300 22322 0.49 (0.50)

Clearing Members 2269 - 2269 0.05 5747 - 5747 0.12 0.07

SUB-TOTAL(B)(2):- 2829624 172666 3002290 65.70 2798738 167566 2966304 64.91 (0.79)

TOTAL PUBLICSHAREHOLDING(B)=(B)(1)+(B)(2) 2829624 173666 3003290 65.72 2798738 168566 2967304 64.93 (0.79)

C. SharesheldbyCustodian forGDRs & ADRs - - - - - - - - -

GRANDTOTAL(A+B+C) 4336134 233616 4569750 100.00 4351234 218516 4569750 100.00 -

48

(ii) Shareholding of PromotersSl. SHARE NO. OF SHARES HELD AT THE NO. OF SHARES HELD AT THENO. HOLDER’S BEGINNING OF THR YEAR END OF THR YEAR

NAME

Demat Physical Total % of Demat Physical Total % of

Total Total

Shares Shares

1. Prem Chand

Kankaria 456889 - 456889 9.99 490516 - 490516 10.73 0.74

2. Ramesh Chandra

Singhi 177610 - 177610 3.89 177610 - 177610 3.89 -

3. Rajendra Kankaria 41663 100 41763 0.91 41663 100 41763 0.91 -

4. Rajendra Kankaria

(HUF) 34000 - 34000 0.74 - - - - (0.74)

5. U C Bhandari - 22650 22650 0.50 - 22650 22650 0.50 -

6. Ramesh Chandra

Singhi(HUF) 12000 - 12000 0.26 12000 - 12000 0.26 -

7. Chetanya

Securities Pvt Ltd 200000 - 200000 4.38 337359 - 337359 7.38 3.00

8. Kankaria Leasing

& Finance Pvt Ltd 107000 - 107000 2.34 - - - - (2.34)

9. Deebee Finance &

Invest Company

PvtLtd - 20000 20000 0.44 - 20000 20000 0.44 -

10. Shyama Kankaria 252503 - 252503 5.53 252503 - 252503 5.53 -

11. Ashu Bhandari 28078 7100 35178 0.77 24078 7100 31178 0.68 (0.09)

12. Chandra Singhi 38010 - 38010 0.83 38010 - 38010 0.83 -

13. Neepa Kankaria 80000 - 80000 1.75 90000 - 90000 1.97 0.22

14. Neha Kankaria 27572 - 27572 0.60 37572 - 37572 0.82 0.22

15. Bharat Bhandari 27771 - 27771 0.61 27771 - 27771 0.61 -

16. Alka Kankaria 8380 100 8480 0.19 8380 100 8480 0.19 -

17. Gaurav Kumar

Bhandari 15034 - 15034 0.33 15034 - 15034 0.33 -

18. Akal Kankaria - 10000 10000 0.22 - - - - (0.22)

TOTAL 1506510 59950 1566460 34.28 1552496 49950 1602446 35.07 0.79

%Change

inShare

holdingduring

theyear

49

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holdersof GDRs and ADRs):

Sl. Shareholder Name Shareholding at the Cumulative ShareNO. beginning of the year holding at the

end of the year

No. of % of total No. of % of totalshares shares of shares shares of

the Company the Company

1. Madanchand Prasanchand 715035 15.65 793511 17.36

2. Kamal Kumar Keshwani 123349 2.69 123349 2.69

3. Sangeetha S 88540 1.93 88540 1.93

4. Tribhuwan Raj Bhandari 101227 2.21 98058 2.14

5. Prem Lata 83251 1.82 70254 1.54

6. HSCM Realtors Private Limited 64150 1.40 60000 1.31

7. Enviro Control Associates (I) Pvt.Ltd. 36000 0.79 36000 0.79

8. Chinmay Sudarshan Chickermane 35000 0.76 35000 0.76

9. Sushila Tated 27000 0.59 27000 0.59

10. Hulaschand Rajesh Kumar* 28029 0.61 28029 0.61

Sl. Shareholder’s Name Shareholding at the Share holding at theNo. beginning of the year end of the year

No. of % of total No. of % of totalShares shares of shares sharesof the

the company company

1. Prem Chand Kankaria 456889 9.99 490516 10.73

2. Rajendra Kankaria (HUF) 34000 0.74 - -

3. Kankaria Leasing & Finance Pvt Ltd 107000 2.34 - -

4. Chetanya Securities Pvt Ltd 200000 4.38 337359 7.38

5. Ashu Bhandari 35178 0.77 31178 0.68

6. Neepa Kankaria 80000 1.75 90000 1.97

7. Neha Kankaria 27572 0.60 37572 0.82

8. Akal Kankaria 10000 0.22 - -

50

(v) Shareholding of Directors and Key Managerial Personnel:

SL. Name & Increase /Decrease in Share Shareholding CumulativeNo. Date holdingduring the year at the beginning Shareholding

specifying the reasons for of the year during the yearincrease/ decrease(e.g.

allotment / transfer /bonus/sweatequity etc):

No. of % of totals No. of % of totalshares hares of the shares shares

Company of theCompany

1. Prem ChandKankaria-MD 456889 9.99 456889 9.99

(Increase) Purchase22.06.2015 10000 0.22 466889 10.2201.07.2015 10363 0.22 476889 10.4318.03.2016 3627 0.08 480516 10.5123.03.2016 10000 0.22 490516 10.73

At the endof the year 490516 10.73

2. NeepaKankaria -ED 80000 1.75 80000 1.75

01.07.2015 Purchase(Increase) 10000 0.22 90000 1.97

At the endof the year 90000 1.97

3. V S N Murthy- Director NIL NIL

4. SureshChandraBapna -Director NIL NIL

5. R R Pujari- Director NIL NIL

6. M. Narsimha- KMP NIL NIL

51

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for paymentIndebtedness at thebeginning Secured Loans Unsecured Deposits Totalof the financialyear excluding Loans Indebtedness

deposits

i) Principal Amount - 2,40,00,000 - 2,40,00,000ii) Interest due but not paid - 13,64,842 - 13,64,842iii) Interest accrued but not due - - -TOTAL (i+ii+iii) - 2,53,64,842 - 2,53,64,842Change in Indebtednessduringthe financial year· Addition · Reduction 6,22,345 (53,64,842) - (47,42,497)Net Change 6,22,345 (53,64,842) - (47,42,497)Indebtedness at theend of thefinancial yeari) Principal Amount 6,22,345 2,00,00,000 - 2,06,22,345ii) Interest due but not paid - 7,57,783 - 7,57,783iii) Interest accrued but notdue - -TOTAL (i+ii+iii) 6,22,345 2,07,57,783 - 2,13,80,128

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl.No Particular of Remuneration Prem Chand Kankaria- Neepa Kankaria- Total Managing Director Whole time Director Amount

1. Gross salary(a) Salary as 36,00,000 5,40,000 41,40,000per provisionscontainedin section 17(1)of theIncome- tax Act,1961

(b) Value of perquisites u/s 6,00,000 - 6,00,00017(2) Income-tax Act, 1961

(c) Profits in lieu of salaryunder section 17(3)Income taxAct, 1961

2. Stock Option - - -

3. Sweat Equity - - -

4. Commission

- as % of profit

- others, specify… - - -

5. Other, please specify - - -

Total (A) 42,00,000 5,40,000 47,40,000

52

B. Remuneration to other directors:

Sl. No Particular of Remuneration V S N Murthy R R Pujari Suresh Chandra Total Bapna Amount

1. Independent Directors

· Fee for attending board 40000 30000 30000 100000 / committee meetings

· Commission

· Others, please specify

Total (1) 40000 30000 30000 100000

2. Other Non-Executive Directors

· Fee for attending board /committee meetings

· Commission

· Others, please specify - - - -

Total (2) - - - -

Total (B) = (1+2) 40000 30000 30000 100000

Total ManagerialRemuneration - - - 48,40,000

Overall Ceiling as per the Act - - - -

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl.No Particular of Remuneration Keay Managerial Personnel

CEO Company CFO TotalSecretary Mr. M.

Narsimha

1. Gross salary

(a) Salary as per provisions contained insection 17(1) of the Income-tax Act, 1961 - - 735600 735600

(b) Value of perquisites u/s 17(2)Income-tax Act, 1961 - -

(c) Profits in lieu of salary undersection17(3) Income-tax Act, 1961

2. Stock Option - - - -

3. Sweat Equity - - - -

4. Commission- as % of profit- others, specify… - - - -

5. Other, please specify - - - -

TOTAL - - 735600 735600

53

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Brief Details of Authority AppealCompanies Act Description Penalty / [RD / made,

Punishment/ NCLT/ if anyCompounding COURT] (givefees imposed Details)

A. COMPANY

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

B. DIRECTORS

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

C. OTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

54

ANNEXURE III

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Board of Directors

M/s Raj Packaging Industries Limited

Dear Sir,

I undertake to comply with the conditions laid down in Regulation 25 of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 read with section 149 and Schedule IV of the Companies

Act, 2013 in relation to conditions of independence and in particular:

(a) I declare that upto the date of this certificate, apart from receiving director's remuneration, I did

not have any material pecuniary relationship or transactions with the Company, its promoter, its

directors, senior management or its holding Company, its subsidiary and associates as named

in the Annexure thereto which may affect my independence as director on the Board of the

Company. I further declare that I will not enter into any such relationship/transactions. However,

if and when I intend to enter into such relationships/transactions, whether material or non-

material I shall keep prior approval of the Board. I agree that I shall cease to be an independent

director from the date of entering into such relationship/transaction.

(b) I declare that I am not related to promoters or persons occupying management positions at the

Board level or at one level below the board and also have not been executive of the Company in

the immediately preceding three financial years.

(c) I was not a partner or an executive or was also not partner or executive during the preceding

three years, of any of the following:

(i) the statutory audit firm or the internal audit firm that is associated with the Company and

(ii) the legal firm(s) and consulting firm(s) that have a material association with the company

(d) I have not been a material suppliers, service provider or customer or lessor or lessee of the

company, which may affect independence of the director, and was not a substantial shareholder

of the Company i.e., owning two percent or more of the block of voting shares.

Thanking You.

Yours Faithfully

Date : 10.08.2016 Sd/-

Place : Hyderabad Dr. R.R Pujari

(Independent director)

55

ANNEXURE III

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Board of Directors

M/s Raj Packaging Industries Limited

Dear Sir,

I undertake to comply with the conditions laid down in Regulation 25 of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 read with section 149 and Schedule IV of the Companies

Act, 2013 in relation to conditions of independence and in particular:

(a) I declare that upto the date of this certificate, apart from receiving director's remuneration, I did

not have any material pecuniary relationship or transactions with the Company, its promoter, its

directors, senior management or its holding Company, its subsidiary and associates as named

in the Annexure thereto which may affect my independence as director on the Board of the

Company. I further declare that I will not enter into any such relationship/transactions. However,

if and when I intend to enter into such relationships/transactions, whether material or non-

material I shall keep prior approval of the Board. I agree that I shall cease to be an independent

director from the date of entering into such relationship/transaction.

(b) I declare that I am not related to promoters or persons occupying management positions at the

Board level or at one level below the board and also have not been executive of the Company in

the immediately preceding three financial years.

(c) I was not a partner or an executive or was also not partner or executive during the preceding

three years, of any of the following:

(i) the statutory audit firm or the internal audit firm that is associated with the Company and

(ii) the legal firm(s) and consulting firm(s) that have a material association with the company

(d) I have not been a material suppliers, service provider or customer or lessor or lessee of the

company, which may affect independence of the director, and was not a substantial shareholder

of the Company i.e., owning two percent or more of the block of voting shares.

Thanking You.

Yours Faithfully

Date : 10.08.2016 Sd/-

Place : Hyderabad Suresh Chandra Bapna

(Independent director)

56

ANNEXURE III

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Board of Directors

M/s Raj Packaging Industries Limited

Dear Sir,

I undertake to comply with the conditions laid down in Regulation 25 of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 read with section 149 and Schedule IV of the Companies

Act, 2013 in relation to conditions of independence and in particular:

(a) I declare that upto the date of this certificate, apart from receiving director's remuneration, I did

not have any material pecuniary relationship or transactions with the Company, its promoter, its

directors, senior management or its holding Company, its subsidiary and associates as named

in the Annexure thereto which may affect my independence as director on the Board of the

Company. I further declare that I will not enter into any such relationship/transactions. However,

if and when I intend to enter into such relationships/transactions, whether material or non-

material I shall keep prior approval of the Board. I agree that I shall cease to be an independent

director from the date of entering into such relationship/transaction.

(b) I declare that I am not related to promoters or persons occupying management positions at the

Board level or at one level below the board and also have not been executive of the Company in

the immediately preceding three financial years.

(c) I was not a partner or an executive or was also not partner or executive during the preceding

three years, of any of the following:

(i) the statutory audit firm or the internal audit firm that is associated with the Company and

(ii) the legal firm(s) and consulting firm(s) that have a material association with the company

(d) I have not been a material suppliers, service provider or customer or lessor or lessee of the

company, which may affect independence of the director, and was not a substantial shareholder

of the Company i.e., owning two percent or more of the block of voting shares.

Thanking You.

Yours Faithfully

Date : 10.08.2016 Sd/-

Place : Hyderabad V.S.N Murthy

(Independent director)

57

ANNEXURE – III

Form No. AOC-2(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule

8(2) of the Companies(Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certainarms length transactions under third proviso there to

1. Details of contracts or arrangements or transactions not at arm’s length basis -NIL

a. Name(s) of the related party and nature of relationship

b. Nature of contracts/arrangements/transactions

c. Duration of the contracts / arrangements/transactions

d. Salient terms of the contracts or arrangements or transactions including the value, if any

e. Justification for entering into such contracts or arrangements or Transactions date(s) of approvalby the Board

f. Amount paid as advances, if any:

g. Date on which the special resolution was passed in general meeting as required under firstproviso to section 188

2. Details of material contracts or arrangement or transactions at arm’s length basis

a. Name(s) of the related party and nature of relationship : Nil

b. Nature of contracts/arrangements/transactions: Advances received and paid

c. Duration of the contracts / arrangements/transactions: during year

d. Salient terms of the contracts or arrangements or transactions including the value, if any: Nil

e. Date(s) of approval by the Board, if any: NA

f. Amount received/ (paid) as advances, if any: Nil

58

INDEPENDENT AUDITORS’ REPORT

ToThe Members ofM/s. Raj Packaging Industries LimitedHyderabad.

Report on the Financial Statements

We have audited the accompanying financial statements of M/s. Raj Packaging Industries Limited("the Company"), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profitand Loss, the Cash Flow Statement for the year then ended, and a summary of the significantaccounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of theCompanies Act, 2013 ("the Act") with respect to the preparation of these financial statements that givea true and fair view of the financial position, financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted in India, including the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and design,implementation and maintenance of adequate internal financial controls, that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records, relevant to the preparationand presentation of the financial statements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards andmatters which are to be included in the audit report under the provisions of the Act and the Rulesmade thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10)of the Act. Those Standards require that we comply with the ethical requirements and plan andperform the audit to obtain reasonable assurance about whether the financial statements are freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and thedisclosures in the financial statements. The procedures selected depend on the auditor's judgment,including the assessment of the risks of material misstatement of the financial statements, whetherdue to fraud or error. In making those risk assessments, the auditor considers internal financialcontrol relevant to the Company's preparation of the financial statements that give a true and fair viewin order to design audit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness of theaccounting estimates made by the Company's Directors, as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the financial statements.

59

Opinion

In our opinion and to the best of our information and according to the explanations given to us, theaforesaid financial statements give the information required by the Act in the manner so required andgive a true and fair view in conformity with the accounting principles generally accepted in India, of thestate of affairs of the Company as at 31st March, 2016, and its profit and its cash flows for the yearended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act, we give in the "AnnexureA" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Companyso far as it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealtwith by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014, to the extent applicable;

e) On the basis of the written representations received from the directors as on 31st March,2016 taken on record by the Board of Directors, none of the directors is disqualified as on31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of theCompany and the operating effectiveness of such controls, refer to our separate report in"Annexure B"; and

g) With respect to the other matters to be included in the Auditors' Report in accordance withRule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the bestof our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financial positionin the aforesaid financial statements - Refer Note 24B (2.2) to the financial statements.

ii) The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii) There has been no delay in transferring the amount, required to be transferred, to theInvestor Education and Protection Fund by the Company.

For NAC And Associates LLPChartered Accountants

Firm's Registration No.: 119375W

Sd/-Nikhil Surana

Place : Secunderabad PartnerDate : 30.05.2016 Membership No. : 232997

60

ANNEXURE-A TO THE AUDITORS' REPORT

With respect to the Annexure referred to in Independent Auditors' Report to the members of theCompany on the financial statements for the year ended 31st March, 2016, we report that:

(i) (a) The Company is maintaining proper records showing full particulars, includingquantitative details and situation of fixed assets.

(b) All the fixed assets have been physically verified by the management at regular intervalsduring the year, which in our opinion is reasonable having regard to the size of theCompany and nature of its fixed assets. According to the information and explanationsgiven to us, no discrepancy between the book records and physical inventory was noticedon such verification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company, the title deeds of immovable properties areheld in the name of the Company.

(ii) The inventory has been physically verified by the management at reasonable intervals duringthe year. Inventory lying with third parties and in-transit have been verified by the managementwith reference to the confirmations received from them and/or with reference to subsequentreceipt of goods. The discrepancies noticed on verification between the physical stock andbook records were not material in relation to the operations of the Company and have beenproperly dealt with in the books of account.

(iii) During the year, the Company has not granted any loans, secured or unsecured, to companies,firms, Limited Liability Partnerships or other parties covered in the register maintained underSection 189 of the Act. Accodingly, paragraph 3(iii) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, during the year,the Company has not, given any loans, made investments, issued guarantees and security interms of Section 185 and 186 of the Act. Accordingly, paragraph 3(iv) of the Order is notapplicable to the Company.

(v) In our opinion and according to the information and explanations given to us and, no depositswithin the meaning of directives issued by RBI (Reserve Bank of India) and Sections 73 to 76or any other relevant provisions of the Act and rules framed thereunder have been accepted bythe Company. Accordingly, paragraph 3(v) of the Order is not applicable to the Company

(vi) On the basis of the records produced, we are of the opinion that prima facie, the cost recordsand accounts prescribed by the Central Government under sub-section (1) of Section 148 ofthe Act have been maintained by the Company. However, we are not required to and thus, havenot carried out any detailed examination of such accounts and records, with a view to ascertainwhether these are accurate and complete.

(vii) (a) According to the information and explanations given to us and on the basis of ourexamination of records of the Company, amounts deducted / accrued in the books ofaccount in respect of undisputed statutory dues including provident fund, employees'state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, valueadded tax, cess and any other statutory dues applicable, have generally been regularlydeposited with the appropriate authorities. According to the information and explanationsgiven to us there were no outstanding statutory dues as on 31st March, 2016 for a periodof more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Companyexamined by us, there are no dues of income tax or sales tax or service tax or duty ofcustoms or duty of excise or value added tax which have not been deposited on accountof any dispute except the followings:

61

Name of Nature of Period to which Amount Forum wherethe Statute dues the amount (Rs.) the dispute is

relates pending

Andhra Pradesh Sales Tax 2003-04 70,536 Sales Tax AppellateValue Added Tax TribunalAct, 2005

Andhra Pradesh Sales Tax 2004-05 2,03,991 Sales Tax AppellateValue Added Tax TribunalAct, 2005

(viii) In our opinion and according to the information and explanations given to us, the Company hasnot defaulted in repayment of dues to a bank. The Company does not have any dues tofinancial institution, Government or debenture holders.

(ix) According to the information and explanations given to us, the Company has not raised anymoney by way of initial public offer or further public offer (including debt instruments) during theyear. The term loans outstanding at the beginning of the year and those raised during the yearhave been applied for the purpose for which they were raised.

(x) During the course of our examination of the books and records of the Company, carried out inaccordance with the generally accepted auditing practices in India and according to theinformation and explanations given to us, we have neither come across any instance of fraudby the Company or on the Company by its officers or employees nor have we been informed ofany such case by the management.

(xi) According to the information and explanations given to us and based on our examination of therecords of the Company, the Company has paid/provided for managerial remuneration inaccordance with the requisite approvals mandated by the provisions of Section 197 read withSchedule V of the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company isnot a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of therecords of the Company, transactions with the related parties are in compliance with Sections177 and 188 of the Act, where applicable, and details of such transactions have been disclosedin the financial statements as required by the applicable accounting standards. (Refer Note24B(7) to the financial statements)

(xiv) According to the information and explanations given to us and based on our examination of therecords of the Company, the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year. Accordingly,paragraph 3(xiv) of the Order is not applicable.

(xv) According to the information and explanations given to us and based on our examination of therecords of the Company, the Company has not entered into non-cash transactions with directorsor persons connected with them as per the provisions of Section 192 of the Act. Accordingly,paragraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of IndiaAct, 1934.

For NAC And Associates LLPChartered Accountants

Firm's Registration No.: 119375W

Sd/-Nikhil Surana

Place : Secunderabad PartnerDate : 30.05.2016 Membership No. : 232997

62

ANNEXURE-BANNEXURE TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIALSTATEMENTS OF RAJ PACKAGING INDUSTRIES LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Raj Packaging IndustriesLimited (“the Company”) as of March 31, 2016 in conjunction with our audit of the financial statementsof the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountantsof India. These responsibilities include the design, implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly and efficient conductof its business, including adherence to company’s policies, the safeguarding of its assets, theprevention and detection of frauds and errors, the accuracy and completeness of the accountingrecords, and the timely preparation of reliable financial information, as required under the CompaniesAct, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financialreporting based on our audit. We conducted our audit in accordance with the Guidance Note on Auditof Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards onAuditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act,2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit ofInternal Financial Controls and, both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operated effectively inall material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Our audit ofinternal financial controls over financial reporting includes obtaining an understanding of internalfinancial controls over financial reporting, assessing the risk that a material weakness exists, andtesting and evaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor’s judgement, including theassessment of the risks of material misstatement of the financial statements, whether due to fraudor error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the Company’s internal financial controls system over financial reporting.

63

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles.

A company’s internal financial control over financial reporting includes those policies and proceduresthat

1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the company;

2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles, and thatreceipts and expenditures of the company are being made only in accordance with authorizationsof management and directors of the company; and

3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition, use, or disposition of the company’s assets that could have a material effect on thefinancial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including thepossibility of collusion or improper management override of controls, material misstatements due toerror or fraud may occur and not be detected. Also, projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject to the risk that the internalfinancial control over financial reporting may become inadequate because of changes in conditions,or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reporting wereoperating effectively as at March 31, 2016, based on the internal control over financial reportingcriteria established by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India”.

For NAC And Associates LLPChartered Accountants

Firm's Registration No.: 119375W

Sd/-Nikhil Surana

Place : Secunderabad PartnerDate : 30.05.2016 Membership No. : 232997

64

BALANCE SHEET AS AT 31ST MARCH 2016 Amount in `

I. EQUITY AND LIABILITIES1 Shareholders’ Funds

(a) Share Capital 1 45,697,500 45,697,500(b) Reserves and Surplus 2 50,833,464 43,692,502

2 Non-Current Liabilities(a) Long -Term Borrowings 3 20,511,885 24,000,000(b) Deferred Tax Liabilities 4 9,481,826 9,337,784(c) Long -Term Provisions 5 214,399 597,413

3 Current Liabilities(a) Short -Term Borrowings 6 51,840,961 61,473,838(b) Trade Payables

Total outstanding dues of microenterprises and small enterprisesTotal outstanding dues of creditors otherthan micro enterprises and small enterprises 30,546,742 33,553,512

(c) Other Current Liabilities 7 3,970,333 4,199,725(d) Short Term Provisions 8 2,969,269 2,752,589

TOTAL 216,066,379 225,304,863

II. ASSETS1 Non-Current Assets

(a) Fixed Assets : 9Tangible Assets 60,616,101 63,915,759

(b) Non - Current Investments 10 100,000 100,000(c) Long -Term Loans and Advances 11 14,426,597 13,338,836

2 Current Assets(a) Inventories 12 30,325,213 26,447,032(b) Trade Receivables 13 98,180,284 102,176,233(c) Cash and Bank Balances 14 462,139 1,651,253(d) Short-Term Loans and Advances 15 7,414,245 12,276,402(e) Other Current Assets 16 4,541,800 5,399,348TOTAL 216,066,379 225,304,863

Sr.No.

PARTICULARS Note No. As at31st March, 2016

As at31st March, 2015

Notes 1 to 24 form an integral part of the financial statements

As per our attached report of even dateFor NAC And Associates LLP For and on behalf of the BoardChartered Accountants

Sd/- Sd/- Sd/- Sd/-Nikhil Surana Mr. Prem Chand Kankaria Mr. V.S.N. Murthy Mr.S.C.BapnaPartner Managing Director Director DirectorMembership No.: 232997 DIN: 00062584 DIN : 00021952 DIN: 0154834

Place: Secunderabad Place : HyderabadDate : 30.05.2016 Date : 30.05.2016

Significant Accounting Policies and Other Notes 24

Sd/-M. Narsimha

Chief Financial Officer

65

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2016 Amount in `

Sr.No.

PARTICULARS Note No. For the Year ended31st March, 2016

For the Year ended31st March, 2015

I. Revenue from Operations 17 373,264,362 449,853,501II. Other Income 18 2,478,958 1,973,958

III. Total Revenue (I + II) 375,743,320 451,827,459IV. Expenses:

Cost of Materials Consumed 19 291,695,382 368,972,732Changes in Inventories of Finished Goods,Work-in-Progress and Stock-in-Trade 20 1,036,555 (2,848,397)Employee Benefits Expense 21 12,189,633 9,905,570Finance Costs 22 11,784,885 14,876,947Depreciation 9 6,644,272 6,855,141Other Expenses 23 37,390,628 38,353,768

Total Expenses (IV) 360,741,355 436,115,761

V. Profit / (Loss) before tax (III- IV) 15,001,965 15,711,698

VI. Tax Expense:Current Tax 4,966,939 4,491,055Deferred Tax 144,042 1,724,809MAT Credit Entitlement - 1,139,968

VII. Profit / (Loss) for the year (V-VI) 9,890,984 8,355,866

VIII. Earnings per equity share of face value ofRs.10 each 24B(9)Basic and Diluted (in Rs.) 2.16 1.85Weighted average number of equity sharesoutstanding 4,569,750 4,507,120

Significant Accounting Policies and Other Notes 24

Notes 1 to 24 form an integral part of the financial statements

As per our attached report of even dateFor NAC And Associates LLP For and on behalf of the BoardChartered Accountants

Sd/- Sd/- Sd/- Sd/-Nikhil Surana Mr. Prem Chand Kankaria Mr. V.S.N. Murthy Mr.S.C.BapnaPartner Managing Director Director DirectorMembership No.: 232997 DIN: 00062584 DIN : 00021952 DIN: 0154834

Place: Secunderabad Place : HyderabadDate : 30.05.2016 Date : 30.05.2016

Sd/-M. Narsimha

Chief Financial Officer

66

"CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016 Amount in ̀

Particulars March 31, 2016 March 31, 2015

A) Cash Flow from Operating Activities :Net Profit / (Loss) Before Tax as per Statement ofProfit and Loss 15,001,965 15,711,698Adjustment for :Provision for Bad Debts and Rebates and Rejections 1,964,418 322,422Depreciation 6,644,272 6,855,141Interest charged 11,784,885 14,036,211Gain on Foreign Exchange Fluctuation (Net) (1,076,106) (601,138)Interest Income (279,577) (224,087)Profit on sale of asset (28,059) (10,000)Provision for Gratuity 28,949 36,273Operating Profit / (Loss) before Working Capital changes 34,040,747 36,126,520Adjustments for :Increase in Inventories (3,526,115) 3,166,983Decrease in Current Assets 2,308,625 2,097,951Decrease in Current Liabilities (3,236,162) (12,519,740)Increase in Provisions 2,155,318 482,813Cash generated from Operations 31,742,413 29,354,527Direct Taxes Paid (4,230,274) (5,854,980)

Net Cash (used in) / from Operating Activities 27,512,139 23,499,547

B) Cash Flow from Investing Activities :Purchase of Fixed Assets (Net) (3,468,742) (76,722)Interest Received 280,425 224,087Margin Money Deposits 950,000 (950,000)

Net Cash used in Investing Activities (2,238,317) (802,635)

C) Cash Flow from Financing Activities :Proceeds from Borrowing (13,120,992) (10,088,924)Interest Paid (12,391,944) (15,590,920)Issue of Equity Shares - 3,240,000

Net Cash from Financing Activities (25,512,936) (22,439,845)

Net Decrease in Cash and Cash equivalents (239,114) 257,067Cash and Cash equivalents as at the beginning of the year 701,253 444,186Cash and Cash equivalents as at the end of the year 462,139 701,253

Notes:1) The above cash flow statement has been prepared by using the indirect method as per Accounting Standard 3 - on Cash

Flow Statements as defined in Accounting Standards notified under Companies (Accounting Standards) Rules, 2006.

2) Previous year's figures have been regrouped wherever necessary.

As per our attached report of even dateFor NAC And Associates LLP For and on behalf of the BoardChartered Accountants Sd/- Sd/- Sd/- Sd/-Nikhil Surana Mr. Prem Chand Kankaria Mr. V.S.N. Murthy Mr.S.C.Bapna

Partner Managing Director Director DirectorMembership No.: 232997 DIN: 00062584 DIN : 00021952 DIN: 0154834

Place: Secunderabad Place : HyderabadDate : 30.05.2016 Date : 30.05.2016

Sd/-M. Narsimha

Chief Financial Officer

67

Notes to the Financial Statements

Note 1 - Shareholders’ Funds - Share Capital

Particulars As at 31st March 2016 As at 31st March 2015

Number Rs. Number Rs.

(A) AuthorisedEquity Shares of Rs. 10 each 5,000,000 50,000,000 5,000,000 50,000,000

(B) Issued,Subscribed & Paid upEquity Shares of Rs. 10 each fully paid up 4,569,750 45,697,500 4,569,750 45,697,500

Total 4,569,750 45,697,500 4,569,750 45,697,500

Particulars As at 31st March 2016 As at 31st March 2015

Number Rs. Number Rs.

Opening Balance 4,569,750 45,697,500 4,389,750 43,897,500

Add: Equity shares issued during the year - - 180,000 1,800,000

Closing Balance 4,569,750 45,697,500 4,569,750 45,697,500

a) The Company has only one class of Equity Shares having par value of Rs.10. Each holder ofequity shares is entitled to only one vote per share. In the event of liquidation of the Company,the holder of equity shares will be entitled to receive the remaining assets of the Company, afterdistribution of all preferential and other payables. The distribution will be in proportion to thenumber of equity shares held by the shareholders.

(b) Reconciliation of shares outstanding is set out below :

(c) The details of shareholders holding more than 5% shares

Name of Shareholder As at 31st March 2016 As at 31st March 2015

No. of Shares % of No. of % ofheld Holding Shares held Holding

Mr. Prem Chand Kankaria 490,516 10.73% 456,889 10.00%

Smt. Shyama Kankaria 252,503 5.53% 252,503 5.53%

Mr. Madhanchand Prasanchand 793,511 17.36% 715,035 15.65%

M/s. Chetanya Securities Private Limited 337,359 7.38% - -

As per records of the Company, including its Register of Shareholders/Members and other declarationsreceived from shareholders regarding beneficial interest, the above shareholding represents bothlegal and beneficial ownership of shares.

(d) Aggregate number of bonus shares issued and shares issued for consideration other than cashduring the period of five years immediately preceeding the reporting date - Nil.

68

As at As at

Particulars 31st March, 2016 31st March, 2015

(a) Securities Premium ReserveAs per last Balance Sheet 9,900,000 7,380,000Add: Premium on Equity Shares

- 2,520,000 9,900,000 9,900,000

(b) General ReserveAs per last Balance Sheet 335,971 335,971

(c) SurplusAs per last Balance Sheet 33,456,531 28,374,164Add: Net Profit for the current year 9,890,984 8,355,866Less: Additional Depreciation [(Net of Tax)Current Year : Nil, Previous Year : Rs. 2,50,180 ]pursuant to enactment of Schedule II of theCompanies Act, 2013 - (520,910)Less: Proposed Dividend (2,284,875) (2,284,875)Less: Tax on Proposed Dividend (465,147) (467,714)

40,597,493 33,456,531Total 50,833,464 43,692,502

Notes to the Financial Statements

Note 2 - Shareholders' Funds - Reserves & SurplusAmount in `

(a) SecuredTerm loan from a Bank 622,345 -Rate of Interest @ 9.75 % ( Previous year: Nil)(Term Loan form a Bank is secured by way ofhypothecation of vehicle purchased thereagainst.It is repayable in 60 equal monthly instalments).Less: Current Maturities (Note - 7) 110,460 -

Sub-total 511,885 -

(b) UnsecuredLoans from Related Parties (Repayable within 36 months) 20,000,000 24,000,000(Rate of Interest 14% p.a., Previous Year 14% p.a.)

Total 20,511,885 24,000,000

* Refer Note 24B(7)(C)

Note 4 - Non-Current Liabilities - Deferred Tax LiabilityAs at As at

Particulars 31st March, 2016 31st March, 2015

Deferred Tax Liability/(Asset) on account of:Depreciation 9,985,453 9,782,435Others (503,628) (444,652)

Net Deferred Tax Liability / (Asset) 9,481,826 9,337,783

Note 3 - Non-Current Liabilities - Long Term Borrowings As at As atParticulars 31st March, 2016 31st March, 2015

69

Notes to the Financial Statements

Note 5 - Non - Current Liabilities - Long Term Provisions Amount in `

Provision for Gratuity (Refer Note 24B(8)) 214,399 597,413

Total 214,399 597,413

Note 6 - Current Liabilities - Short Term Borrowings

Secured, repayable on demand

Cash Credit Facility from a Bank 51,840,961 61,473,838(Rate of Interest 13.05 % p.a. to 13.45 % p.a.,Previous Year 14.50 %p.a.)(Secured by a first charge by way of hypothecationof current assets of the Company, both present andfuture and by way of second charge on the fixed assets.Further, it is guaranteed by the personal guarantee ofthe Managing Director of the Company)

Total 51,840,961 61,473,838 Note 7 - Current Liabilities - Other Current Liabilities

Current Maturities of Long Term Debts:(Refer Note 3(a) above): Term Loan from a Bank 110,460 - Advances received from Customers 340,898 150,815 Unpaid Dividends* 352,358 380,338 Interest accrued but not due 757,783 1,364,842 Other Payables: Statutory Payables 2,057,334 2,022,730 Printing Cylinder Deposits 351,500 281,000

Total 3,970,333 4,199,725

* These figures do not include any amounts, due and outstanding, to be credited to InvestorEducation & Protection Fund.

Note 8 - Current Liabilities - Short Term Provisions

OthersProvision for Income Tax (Net of Advance Tax andTDS of Rs. 99,05,567; Previous Year Rs. Nil) 219,247 -Provision for Proposed Equity Divdend 2,284,875 2,284,875Provision for Dividend Distribution Tax 465,147 467,714

Total 2,969,269 2,752,589

Particulars As at31st March, 2016

As at31st March, 2015

Particulars As at31st March, 2016

As at31st March, 2015

Particulars As at31st March, 2016

As at31st March, 2015

Particulars As at31st March, 2016

As at31st March, 2015

70

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Notes to the Financial StatementsNote 10 - Non Current Assets - Non Current Investments

Note 13 - Current Assets - Trade Receivables

Unsecured, Considered good

Outstanding for a period exceeding six months

from the due date 3,447,696 2,504,181

Less: Provision for Doubtful Debts (1,034,309) (1,289,420)

2,413,387 1,214,761

Others

Unsecured, considered good 95,766,897 100,961,472

Total 98,180,284 102,176,233

Note 12- Current Assets - Inventories

(valued at lower of cost and net realisable value)

Raw Materials 21,510,295 16,063,820

Finished Goods 4,085,995 1,137,845

Work-in- Progress 3,208,697 7,193,402

Consumables 1,520,226 2,051,965

Total 30,325,213 26,447,032

Note 11 - Non-Current Assets - Long Term Loans and Advances

Unsecured, considered good Security Deposits: Electricity Deposits 2,296,890 2,063,728 Other Deposits 85,885 90,885 Others: Balance with Excise Authorities 16,423,822 15,564,223 Less: Shown under Other Current Assets (Note 17) (4,380,000) (4,380,000)

Total 14,426,597 13,338,836

Amount in `

Quoted Mutual Funds 10,000 Units Fully Paid-up (Face Value of Rs. 10 each) - in SBI Infrastucture Fund - Series 1 (G) 100,000 100,000

Total 100,000 100,000 Market Value of Quoted Investment 106,239 117,777

ParticularsAs at

31st March, 2016As at

31st March, 2015

ParticularsAs at

31st March, 2016As at

31st March, 2015

ParticularsAs at

31st March, 2016As at

31st March, 2015

ParticularsAs at

31st March, 2016As at

31st March, 2015

72

Notes to the Financial Statements

Note 14 - Current Assets - Cash and Bank Balances Amount in `

Cash and Cash Equivalentsa) Balances with Banks:

In Current Accounts 79,906 190,913

In Unpaid Dividend Accounts 352,358 380,338b) Cash on Hand 29,875 130,002

OthersMargin Money Deposits with original maturity ofless than 12 months - 950,000

Total 462,139 1,651,253

Note 15 - Current Assets - Short Term Loans and Advances

Unsecured, considered good

Advances recoverable in cash or in kind or for

value to be received 7,264,245 12,101,402

Earnest Money Deposits 150,000 175,000

Total 7,414,245 12,276,402

Note 16 - Current Assets - Other Current Assets

Interest accrued on Deposits 161,800 162,648Balance with Excise Authorities 4,380,000 4,380,000Advance Tax and TDS (Net of Provision for IncomeTax of Rs. Nil; Previous Year Rs. 48,33,893) - 856,700

Total 4,541,800 5,399,348

Particulars As at31st March, 2016

As at31st March, 2015

Particulars As at31st March, 2016

As at31st March, 2015

Particulars As at31st March, 2016

As at31st March, 2015

73

Note 21 - Employee Benefits ExpensesFor the year ended For the year ended

31st March, 2016 31st March, 2015 Salaries, Wages, Bonus, etc 10,849,972 8,816,607 Contribution to provident and other funds 494,683 336,727 Staff Welfare Expenses 844,978 752,236

Total 12,189,633 9,905,570

Note 20 - Changes in InventoryFor the year ended For the year ended

31st March, 2016 31st March, 2015 Closing Stock: Finished Goods 4,085,995 1,137,845 Work in Progress 3,208,697 7,193,402 Less : Opening Stock: Finished Goods 1,137,845 1,608,969 Work in Progress 7,193,402 3,873,881

Total 1,036,555 (2,848,397)

Particulars of Material Consumed:For the year ended For the year ended

31st March, 2016 31st March, 2015Granules 274,180,204 347,232,328Others 17,515,178 21,740,404

Total 291,695,382 368,972,732

Note 19 - Cost of Materials ConsumedFor the year ended For the year ended

31st March, 2016 31st March, 2015 Opening Stock 16,063,820 21,833,450Add : Purchases 297,141,857 363,203,102

313,205,677 385,036,552Less : Closing Stock 21,510,295 16,063,820

Total 291,695,382 368,972,732

Note 18- Other IncomeFor the year ended For the year ended

31st March, 2016 31st March, 2015 Interest Income 279,577 224,087Gain on Foreign Exchange Fluctuations (Net) 923,728 557,817Profit on Sale of Fixed Assets 28,059 10,000Sales Tax Reimbursement 1,247,594 1,118,416(Increase)/Decrease in Excise Dutyon Finished Goods - 63,638

Total 2,478,958 1,973,958

Note 17- Revenue from operations Amount in `For the year ended For the year ended

31st March, 2016 31st March, 2015 Sale of Products Manufactured Goods 435,918,289 525,536,547 Less: Excise Duty (46,688,421) (55,688,489) Sales Tax Paid (15,965,506) (19,994,557)

Total 373,264,362 449,853,501

Notes to the Financial Statements

74

Notes to the Financial Statements Note 22 - Finance Cost (Amount in `)

Note 23 - Other Expenses

Particulars For the year ended For the year ended31st March, 2016 31st March, 2015

Manufacturing ExpensesConsumables 11,566,941 12,671,243Power & Fuel 14,248,713 14,116,332Job Work Charges 2,270,891 2,274,152Repairs & Maintenance:-Plant & Machinery 1,096,190 924,955-Others 142,456 58,231Printing Cylinder Charges 283,069 815,443

Sub total 29,608,260 30,860,356

Administration and Other ExpensesAuditors' Remuneration* 78,631 79,025Legal & Professional Expenses 244,811 169,109Directors' Sitting Fees 100,000 150,000Insurance 342,876 294,341Office Rent 216,000 216,000Rates & Taxes 199,420 41,848Telephone, Postage & Telegram 261,324 231,769Provision for Bad Debts 396,425 322,422Provision for Doubtful Advances 372,764 -Freight & Forwarding Expenses 2,993,742 3,477,300Discount, Rebate & Rejections (Net) 1,145,229 1,334,957(Increase)/Decrease of Excise Duty on Inventory 352,066 -Miscellaneous Expenses 1,079,080 1,176,641

Sub-total 7,782,368 7,493,412Total 37,390,628 38,353,768

*Auditors' Remuneration- for Statutory Audit 55,000 55,000- for Tax Audit 15,000 15,000- for Other Services 5,000 5,000- for Out of Pocket Expenses 3,631 4,025

Total 78,631 79,025

Particulars For the year ended For the year ended31st March, 2016 31st March, 2015

Interest Expenses on :- Term Loans 16,142 644,528- Cash Credit 6,942,427 9,515,563- Unsecured Loans 3,383,485 3,689,399- Others 14,009 186,721- Delayed payment of Income Tax 57,140 -Other Borrowing Costs 1,371,682 840,736

Total 11,784,885 14,876,947

75

NOTES FORMING PART OF FINANCIAL STATEMENTS

Note 24

NATURE OF OPERATIONS

Raj Packaging Industries Limited was incorporated on 18th June, 1987 in Hyderabad, Telangana. Ithas got manufacturing facility at the outskirts of Hyderabad and is engaged in the manufacture ofmultilayer co-extruded plastic film and flexible packaging material. It is a part of the plastic packagingmaterial industry.

A. SIGNIFICANT ACCOUNTING POLICIES1) GENERAL

a) The financial statements are prepared in accordance with Generally Accepted AccountingPrinciples (“GAAP”) of India under the historical cost convention on the accrual basis,except for certain tangible assets which are carried at revalued amounts. GAAP comprisesmandatory accounting standards notified under the Companies (Accounting Standards)Rules, 2006 and the provisions of the Companies Act, 2013. Accounting policies have beenconsistently applied except where a newly issued accounting standard is initially adoptedor a revision to an existing accounting standard required a change in accounting policyhitherto in use.

b) All assets and liabilities have been classified as current or non-current as per the Company’snormal operating cycle and other criteria set out in the Schedule III to the Companies Act,2013. Based on the nature of products and the time between the acquisition of assets forprocessing and their realization in cash and cash equivalents, the Company has ascertainedits operating cycle to be 12 months for the purpose of current and non-current classificationof assets and liabilities.

2) FIXED ASSETSTangible Assets

i) Fixed assets are stated at cost net of recoverable taxes, trade discounts and rebates, lessaccumulated depreciation and impairment loss, if any. The cost of fixed assets comprisesits purchase price, borrowing cost and any cost directly attributable to bringing the asset toits working condition for its intended use, net charges on foreign exchange contracts andadjustments arising from exchange rate variations attributable to the assets.

Subsequent expenditure related to an item of tangible asset are added to its book valueonly if they increase the future benefits from the existing asset beyond its previously assessedstandards of performance.

Assets which are not ready for their intended use are disclosed under Capital Work-in-Progress.

ii) In accordance with AS 28 on ‘Impairment of Assets’, where there is an indication ofimpairment of the Company’s assets related to cash generating units, the carrying amountsof such assets are reviewed at each balance sheet date to determine whether there is anyimpairment. The recoverable amount of such assets is estimated as the higher of its netselling price and its value in use. An impairment loss is recognized in the Statement ofProfit and Loss whenever the carrying amount of such assets exceeds its recoverableamount.

76

3) INVESTMENTS

Investments are either classified as current or Non-current based on the management’s intentionat the time of purchase. Non-current investments are carried at cost and provision is made torecognize any decline, other than temporary, in the value of such investments. Current investmentsare valued at the lower of the cost and fair value and provision is made to recognize any declinein the carrying value.

4) INVENTORIES

Inventories are valued at lower of cost or estimated net realizable value. Cost is determined on“First-in-First Out” basis.

The cost in case of finished goods and semi-finished goods includes cost of purchase, cost ofconversion and other costs (on the basis of normal operating capacity) incurred in bringing theinventories to their present location and condition.

5) REVENUE RECOGNITION

Revenue is recognized when the property and all the significant risks and rewards of ownershipare transferred to the buyer and no significant uncertainty exists regarding the amount ofconsideration. Export sales are recognized once the Bill of Lading is issued. Local sales areinclusive of excise duty, wherever applicable and sales tax.

Dividend income on investments is accounted for when the right to receive the payment isestablished.

Interest income is recognized using time proportion method.

6) BORROWING COST

Borrowing Costs directly attributable to acquisition and construction of qualifying assets arecapitalized as a part of the cost of such asset upto the date when such asset is ready for itsintended use. A qualifying asset is one that necessarily takes substantial period of time to getready for its intended use. Other borrowing costs are charged to Statement of Profit and Loss.

7) DEPRECIATIONTangible Assets

Depreciation on Fixed Assets is provided to the extent of depreciable amount on the StraightLine Method (SLM). Depreciation is provided based on useful life of the assets as prescribed inSchedule II of the Companies Act, 2013.

Individual Assets costing less than Rs. 5,000 are fully depreciated in the year of purchase.

8) EMPLOYEE BENEFITSi) Provident Fund:

Provident Fund is a defined contribution scheme and the contributions are charged to theStatement of Profit and Loss as incurred.

ii) Gratuity:Gratuity is a defined benefit retirement plan. The Company contributes to the Scheme with LifeInsurance Corporation of India based on actuarial valuation carried on by them as at the closeof the financial year.

77

9) FOREIGN CURRENCY TRANSACTIONSTransactions denominated in foreign currency are recorded at rates that approximate theexchange rate prevailing on the date of respective transaction.

Exchange differences arising on foreign exchange transactions settled during the year arerecognized in the Statement of Profit and Loss of the year. Monetary assets and liabilities inforeign currency, which are outstanding at the year end, are translated at the year end closingexchange rate and the resultant exchange differences are recognized in the Statement of Profitand Loss. Transaction gains or losses realized upon settlement of foreign currency transactionsare included in determining net profit for the period in which the transaction is settled.

The premium or the discount arising at the inception of the forward exchange contracts relatedto underlying receivables and payables are amortized as income or expense over the period ofthe contracts.

10) LEASESLease under which the Company assumes substantially all the risks and rewards of ownershipare classified as finance lease. Such assets acquired are capitalized at fair value of the asset orpresent value of the minimum lease payments at the inception of the lease, whichever is lower.Lease payments under operating leases are recognised as an expense in the Statement ofProfit and Loss over the lease term.

11) TAXATIONIncome tax expenses comprise current tax (i.e., amount of tax for the year determined inaccordance with the income tax law) and deferred tax charges or credit (reflecting the tax effectsof timing differences between accounting income and taxable income of the year).

The deferred tax charge or credit and the corresponding deferred tax liabilities or assets arerecognized using the tax rates that have been enacted or substantively enacted by the balancesheet date. Deferred tax on assets are recognized and carried forward only if there is a virtual /reasonable certainty of realization of such assets in near future and are reviewed for theirappropriateness of their respective carrying value at each balance sheet date.

Tax credit is recognized in respect of Minimum Alternate Tax (MAT) paid in terms of Section115JAA of the Income Tax Act, 1961 based on convincing evidence that the Company will paynormal tax within the statutory time frame and the same is reviewed at each Balance Sheet date.

12) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETSA provision is made based on a reliable estimate when it is probable that an outflow of resourcesembodying economic benefits will be required to settle an obligation. Contingent liabilities, ifany are disclosed in the notes to accounts and are determined based on the managementperception that these liabilities are not likely to materialize. These estimates are reviewed ateach reporting date and adjusted to reflect the current best estimates. Contingent assets areneither recognized nor disclosed in the financial statements.

13) GOVERNMENT GRANTS AND SUBSIDIESGovernment grants and subsidies from the government are recognized when there is reasonablecertainty that the grant/subsidy will be received and all attaching conditions will be compliedwith. Grant/Subsidy receivable against an expense is deducted from such expenses and grant/subsidy receivable against a specific fixed asset is deducted from cost of the relevant fixedasset.

78

Note 24

B. OTHER NOTES

1.1 Contingent Liabilities and Commitments (to the extent not provided for) – Nil.

1.2 The Company’s pending litigations comprise of claims against the Company and proceedingspending with Sales Tax Authorities. The Company has reviewed all its pending litigations andproceedings and has made adequate provisions, wherever required and disclosed thecontingent liabilities, wherever applicable, in its financial statements. The Company does notreasonably expect the outcome of these proceedings to have a material impact on its financialstatements.

2. In the opinion of the Board, all the assets other than Fixed Assets and Non-current Investmentshave a value on realization in the ordinary course of business at least equal to the amount atwhich they are stated in the Balance Sheet. The provision for depreciation and all other knownliabilities is adequate and not in excess of the amount reasonably necessary.

3. Balances in Trade Payables, Trade Receivables, Other Current Liabilities and Loans andAdvances are subject to confirmations, reconciliation and adjustments. In the opinion of themanagement, adjustments, if any, on such confirmations / reconciliations will not have materialimpact on the profit for the year.

4. The Company has no dues to suppliers registered under Micro, Small and Medium EnterprisesDevelopment Act, 2006 (‘MSMED Act’). The disclosure pursuant to the said MSMED Act are asfollows:

Particulars As at As atMarch 31, March 31,

2016 2015

Principal amount due to suppliers registered under the - -MSMED Act and remaining unpaid as at year end

Interest due to suppliers registered under the MSMED Act - -and remaining unpaid as at year end

Principal amounts paid to suppliers registered under the - -MSMED Act, beyond the appointed day during the year

Interest paid, other than under Section 16 of MSMED Act,to suppliers registered under the MSMED Act, beyond theappointed day during the year - -

Interest paid, under Section 16 of MSMED Act, to suppliersregistered under the MSMED Act, beyond the appointed dayduring the year - -

Interest due and payable towards suppliers registered

under MSMED Act, for payments already made - -

Further interest remaining due and payable for earlier years - -

79

5. In terms of Accounting Standard 17, the Company operates materially only in one businessSegment viz., Plastic Films and has its production facilities and all other assets located inIndia. The Company’s sales (net of tax) comprise of export sales of Rs. 69,66,138 (PreviousYear Rs. 1,02,87,419) and local sales of Rs. 36,62,98,224 (Previous Year Rs. 43,95,66,082).

6.1 The Company uses Forward Exchange Contracts to hedge its risks associated with foreigncurrency fluctuations relating to certain firm commitments and forecasted transactions. TheCompany does not enter into any such instruments for trading or speculative purposes.

6.2 The year-end foreign currency exposures that have not been hedged are given below:

Amounts payable in foreign currency on account of the following:

Year ended 31.03.2016 Year ended 31.03.2015Amount in US $ Amount in ` Amount in US $ Amount in `

Purchase of Goods/Services 2,67,181 1,77,22,907 2,89,410 1,81,14,172

7. Disclosure in respect of related parties pursuant to Accounting Standard 18:

(A) List of related parties:Related parties with whom company entered into transactions during the year:i) Companies in which directors are interested:

M/s. Chetanya Securities Private Limited

ii) Key Management Personnel (‘KMP’)Mr. Prem Kankaria, Managing DirectorMiss Neepa Kankaria, Whole Time DirectorMr. M.Narsimha, Chief Financial Officer

iii) Relative of KMP and entity in which such relative is interestedM/s. Kunal Pharma Distributors Private Limited - Upto 26.06.2015(Formerly known as M/s. Kankaria Leasing & Finance Private Limited)

(B) During the year, following transactions were carried out with related parties: Amount in `

S. No. Nature of Companies Key EntityTransactions in which Management which

directors are Personnel relative ofinterested interested in KMP is

interested1. Unsecured Loan Repaid

Chetanya Securities 79,32,549 - -Private Limited (Net) (50,54,940)

Kunal Pharma - - 12,57,995Distributors Private (11,40,000)Limited

80

2. Interest paid / providedon Loan Taken

Kunal Pharma - - 57,995Distributors Private (1,40,000)Limited

Chetanya Securities Private Limited 33,25,490 - -(35,49,399)

3. Managerial Remuneration

Mr. Prem Chand Kankaria - 42,00,000 -(33,10,000)

Ms. Neepa Kankaria - 5,40,000 -(5,40,000)

Mr. M. Narsimha - 7,35,600 -(6,63,600)

(C) Outstanding Balances as on 31.03.2016: Amount in `

S. No. Particulars Companies in Keywhich Management

directors are Personnelinterested

i) Non-Current Liabilities – LongTerm Borrowings (Unsecured)Chetanya Securities Private Limited 2,00,00,000 -

(2,40,00,000)ii) Current Liabilities – Trade

PayablesMr. Prem Chand Kankaria - 1,40,000

(2,14,400)Ms. Neepa Kankaria - 39,400

(44,800)Mr. M. Narsimha - 52,664

(46,024)iii) Current Liabilities- Other Current

LiabilitiesChetanya Securities Private Limited 7,57,783 -

(13,64,842)iv) Guarantee given for loan taken (to

the extent of outstading loan)Mr. Prem Chand Kankaria - 5,18,40,961

(6,14,73,838)

Notes:1. No amounts in respect of related parties have been written off / written back during the year.2. Figures in bracket represent previous year’s figures.3. Related parties are as identified by the management and relied upon by the auditors.

81

8. Employee Benefit Plans :The following table set out the status of the gratuity plan as required under AS 15:

Amount in `

Reconciliation of Defined Benefit Obligations and As at As at Planned Assets March31, March31,

2016 2015Change in Defined obligationObligation at the beginning of the year 9,45,335 10,51,183Interest cost - -Current Service cost - -Benefits paid - -Actuarial (gain)/loss in obligations 2,44,576 1,05,848Obligation at year end 11,89,911 9,45,335

Change in Fair value of Plan Assets*Fair value of planned assets at the beginning of the year 3,47,922 -Expected return on the plan assets - -Contributions by the employer 9,75,512 3,47,922Benefits paid - -Actuarial gain/(loss)on plan assets - -Fair value of planned assets at year end 9,75,512 3,47,922

Reconciliation or Present Value of the obligation and theFair value of the Plan AssetsLiability at year-end 11,89,911 9,45,335Fair value of plan assets at year-end 9,75,512 3,47,922Liability recognized in the balance sheet 2,14,399 5,97,413AssumptionsDiscount Rate 8% 8 %Salary Escalation Rate 4% 4 %

*The Company has entered into a Group Gratuity Scheme with Life Insurance Corporation of India(’LIC’) and the plan assets of the Company are being maintained by LIC.

82

9. Earnings per share: Amount in `

Particulars As at As atMarch31, 2016 March31, 2015

Profit / (Loss) as per Profit and Loss Account Rs. 98,90,984 83,55,866

Net Profit / (Loss) attributable to Equity Share holders Rs. 98,90,984 83,55,866

Equity Shares outstanding at the beginning of the year No. 45,69,750 43,89,750

Issue of 1,80,000 Equity Shares upon conversion of1,80,000 Share Warrants on 06.08.2014 No. - 1,80,000

Equity Shares outstanding at the close of the year No. 45,69,750 45,69,750

Weighted Average No. of Equity Shares No. 45,69,750 45,07,120

Nominal Value of Equity Shares Rs. 10.00 10.00

Basic EPS and Diluted EPS Rs. 2.16 1.85

10.1 Raw Materials Consumed:

Particulars Year ended 31.03.2016 Year ended 31.03.2015

(Quantity Amount in ` % (Quantity Amount in ` %in MT) in MT)

Imported 1965.79 18,53,39,664 67.64 2169.83 23,54,05,592 65.04

Indigenous* 940.49 10,63,55,718 32.36 1166.44 13,35,67,140 34.96

Total 2906.28 29,16,95,382 100.00 3336.27 36,89,72,732 100.00

* Includes sale of Raw Material 19.20 MTS (Previous Year 32.50 MTS)

10.2 Stores and Spares, Packing Materials and Inks & Chemicals consumed:

Particulars Year ended 31.03.2016 Year ended 31.03.2015

Amount in ` % Amount in ` %

Imported 10,70,559 9.26 2,01,879 1.59

Indigenous 1,04,96,382 90.74 1,24,69,364 98.41

Total 1,15,66,941 100.00 1,26,71,243 100.00

11. Value of Imports on CIF basis in respect of: Amount in `Particulars Year ended Year ended

31.03.2016 31.03.2015

Raw Materials 19,10,43,924 22,97,46,312Stores 10,70,559 2,01,879

12. Earnings in Foreign Exchange: Amount in `

Year ended Year ended31.03.2016 31.03.2015

Export of goods calculated on FOB basis 69,66,138 1,02,87,419

83

13. Previous year's figures have been regrouped / rearranged whereever necessary to conform tothe current year's presentation.

Signature to Note '1' to '24'For NAC And Associates LLP For and on behalf of the BoardChartered Accountants

Sd/- Sd/- Sd/- Sd/-Nikhil Surana Mr. Prem Chand Kankaria Mr. V.S.N. Murthy Mr.S.C.BapnaPartner Managing Director Director DirectorMembership No.: 232997 DIN: 00062584 DIN : 00021952 DIN: 0154834

Place: HyderabadDate : 30.05.2016

Sd/-M. Narsimha

Chief Financial Officer

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ELECTRONIC CLEARING SERVICE (CREDIT CLEARING) MANDATE FORMShareholder’s authorization to receive dividends through Electronic Credit Clearing Mechanism

1. Name of the first/sole shareholder : _________________________________________

2. Folio No./ Client ID No. : _________________________________________

3. Particulars of Bank account of

first/sole shareholder : _________________________________________

a) Name of the Bank : _________________________________________

b) Branch, Address,

Telephone No. of the Branch : _________________________________________

c) 9 digit code number of the Bank

and Branchappearing on the

MICR cheque issued by the Bank :

d) Account Number : _________________________________________

(as appearing on the cheque book/passbook)

e) Account type : _________________________________________

(S.B. account/current account or cash credit)

with code : _________________________________________

f ) Ledger No. Ledger folio no. : _________________________________________

(If approving on the cheque book/pass book)

(In lieu of the bank certificate to be obtained as under, please attach a blank cancelled cheque, or photocopy ofa cheque or the front page of the savings bank passbook issued by your bank, for verification of the aboveparticulars). I hereby declare that the particulars given above are correct and complete. If the transaction isdelayed or not effected at all for reasons of incomplete or incorrect information, I will not hold Raj PackagingIndustries Ltd., responsible. I agree to discharge the responsibility expected of me as a participant under thescheme.

Place: Date: Signature of the Shareholder

Certified that the particulars furnished above are correct as per our records

Banks Stamp

Date: Signature of Authorized Official of the Bank

Note:

1. Please fill in the attached Mandate Form and send it to:

i) The Depository Participant who is maintaining your Demat account in case your shares are held inelectronic form.

ii) The Address of our Registrar & Transfer Agent, CIL Securities Ltd., 214, Raghavaratna Tower’s,Chirag Ali Lane, Abids, Hyderabad - 500 001 in case your shares are held in physical form.

2. Kindly note that the information provided by you should be accurate and complete in all respects and dulyceriified by your bank. In lieu of the bank certificate, you may attach a blank cancelled cheque or photocopyof a cheque or the front page of the savings bank pass book issued to you by your bank. for verification ofthe above particulars.

3. In case of more than one folio please complete details on separate sheets

4. The information provided by you will be treated confidential and would be utilized only for the purpose ofeffecting the payments meant for you. You also have the right to withdraw from this mode of payment byproviding the company with an advance notice of 3 weeks.

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Form No. MGT-11

Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies(Management and Administration) Rules, 2014]

CIN : L25209AP1987PLC007550

Name of the company : Raj Packaging Industries Limited Registered office : 6-3-1090/C-4, Opp. Kapadia Lane, Raj Bhavan Road,

Hyderabad-500 082. Telangana, India.

Name of the member(s):Registered Address:

E-mail Id:Folio No./Client Id:DP ID:

I/We, being the member (s) of …………. shares of the above named company, hereby appoint

1. Name : ……………………Address :E-mail Id :Signature: ……………., or failing him

2. Name : ……………………Address:E-mail Id :Signature: ……………., or failing him

3. Name : ……………………Address:E-mail Id:Signature: …………….

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 29th Annual General Meeting of the company,to be held on Monday, the 26th September, 2016 at 3.30 p.m. at Hotel Inner Cirlce, Lane Beside Saboo Motors, Rajbhavan Road,Hyderabad-500082. Telangana, India and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution Nos.

1. Approval of financial statements for the year ended 31.03.2016.2. Declare Dividend on the equity shares of the Company.3. Appointment of Ms. Neepa Kankaria as Director of the Company who retires by rotation.4. Ratificationn of appointment of statutory auditors and fixation of their remuneration.5. Appointment of Mr. Pushp Raj Singhvi (DIN 00347511) as Director of the Company.

Signed this …..… day of………… 2016

Signature of shareholder

Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of theCompany, not less than 48 hours before the commencement of the Meeting.

RAJ PACKAGING INDUSTRIES LIMITED6-3-1090/C-4, Opp. Kapadia Lane, Raj Bhavan Road, Hyderabad-500 082, Telangana, India

ATTENDANCE SLIP(Please present this slip at the Meeting venue)

I hereby record my presence at the 29th Annual General Meeting of the company, to be held on Monday, the 26thSeptember, 2016 at 3.30 p.m. at Hotel Inner Cirlce, Lane Beside Saboo Motors, Rajbhavan Road, Hyderabad-500082.Telangana, IndiaShareholders/Proxy‘s Signature____________________________________________________________________________Shareholders/Proxy‘s full name____________________________________________________________________________(In block letters)Folio No. / Client ID_____________________________________________________________________________________No. of shares held______________________________________________________________________________________Note:Shareholders attending the meeting in person or by proxy are required to complete the attendance slip and hand it over at theentrance of the meeting hall.

Re 1/-RevenueStamp

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AGM ROUTE MAP

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