rajshree polypac share price Directors report

<dhhead>DIRECTORS’ REPORT</dhhead>

Dear Members,

 

RAJSHREE POLYPACK LIMITED

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

 

1. FINANCIAL RESULTS

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

("Act") read with the Companies (Accounts) Rules, 2014.

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

The financial highlights

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

Particulars	Year ended March 31, 2023		Year ended March, 31, 2022 Standalone
	Standalone	Consolidated
Total Income	25,446.64	25,429.32	19,965.36
EBITDA	3,548.69	3,526.79	2,698.98
Less:	1,391.ee83	1,391.83	1,103.85
Depreciation
EBIT	2,156.86	2,134.96	1,595.13
Less: Finance	700.95	700.95	310.10
Cost
Profit before exceptional items and tax	1,455.91	1,434.01	1,285.03
Less: Exceptional items	-	-	–
Profit Before Tax	1,455.91	1,434.01	1,285.03
Less: Tax	368.04	368.04	327.89
Profit after Tax	1,087.87	1,065.97	957.14
Other	7.22	7.22	(2.04)
Comprehensive
Income
Total	1,095.09	1,073.19	955.10
Comprehensive
Income
Earning Per	9.63	9.44	8.50
share ("EPS")

 

2. DIVIDEND

Your Directors at its meeting held on May 15, 2023 are pleased to recommend a dividend of _ 0.50 paisa per equity share amounting to _57.245 lakhs (Rupees Fifty Seven Lakhs Twenty Four Thousand Five Hundred Only) (subject to deduction of TDS as per Section 194 of the Income Tax Act, 1961) for the financial year ended March 31, 2023, subject to the approval of the members at the forthcoming 12^th Annual General Meeting (AGM) of the Company. The dividend is payable to those shareholders whose names appear in the Register of Members as on Thursday, August 24, 2023.

 

3. AMOUNT PROPOSED TO BE CARRIED TO ANY RESERVES

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

 

4. FINANCIAL PERFORMANCE AND STATE OF COMPANY’S AFFAIRS

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

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

Revenue from operation has increased to 25,219.24 Lakhs in financial year 2022-23 as compared to _19,855.64 Lakhs in financial year 2021-22. The year on year ("Y-O-Y") growth is 27% and 3 years Compounded Annual Growth Rate ("CAGR") is 26.12%.

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

Cash Profit has increased to 2,558 Lakhs in financial year 2022-23 as compared to _2,129 Lakhs in financial year 2021-22. The Y-O-Y growth is 20.15% and 3 years CAGR is 18.33%.

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

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

 

5. FINANCE

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

 

5.2 Rating

The Company’s bank facilities are rated by CRISIL Ratings Limited ("CRISIL"). There is no change in the ratings of the

Company. CRISIL has reafirmed its ratings on the bank facilities of the Company as under:

Total Bank Loan Facilities Rated	_ 53 Crores
Long term rating	CRISIL BBB+ / Stable
	(Reafirmed)

 

5.3 Deposits

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

 

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

 

6. MODERNIZATION AND OTHER CAPITAL PROJECTS

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

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

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

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

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

 

7. JOINT VENTURE /SUBSIDIARIES

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

Report.

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

 

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

 

9. EMPLOYEE STOCK OPTION PLAN("ESOP")

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

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

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

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

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

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

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

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

 

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL 10.1 Retirement by rotation

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

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

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

 

10.2 Appointment and Resignation of Directors

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

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

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

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

 

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

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

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

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

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

the performance of non-Independent directors and the

Board as a whole;

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

assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

 

10.4Key Managerial Personnel (KMPs)

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

Mr.Ramswaroop Radheshyam Thard, Chairman &

Managing Director;

Mr.Naresh RadheshaymThard, Joint Managing Director;

Mr.Anand Sajjankumar Rungta, Whole-time Director;

Mr.Sunil Sawarmal Sharma,Chief Financial Officer and

Ms. Mitali Rajendra Shah,Company Secretary &

Compliance Officer.

 

10.5Board Effectiveness

10.5.1 Independent Directors’ Familiarization Policy

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Board has framed a policy to familiarize the Independent Directors about the Company titled ‘Familiarization Programme for Independent Directors’ ("Familiarization Policy"). The Familiarization Policy is available on the website of the Company at the weblink:http:// rajshreepolypack.com/wp-content/uploads/2023/03/ Familiarization-Programme-for-Independent-Directors.pdf The Familiarization Policy of the Company seeks to familiarize all new Independent Directors with the working of the Company, their roles, rights and responsibilities with respect to the Company, the industry in which the Company operates, business model, etc.

 

10.5.2 Board Evaluation

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

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

 

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

On the recommendation of the Nomination and Remuneration Committee, the Board of the Company has adopted a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The policy is available on the Company’s website at the web-link: http:// rajshreepolypack.com/wp-content/uploads/2023/03/ NRC-Policy.pdf The policy contains, inter-alia, principles governing Directors’, KMPs, Senior Management Personnel appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Directors, etc.

 

10.5.4. Committees of the Board

As on March 31, 2023, the Board had 5 (five) committees- Audit Committee ("AC"), Nomination and Remuneration Committee ("NRC"), the Corporate Social Responsibility Committee ("CSR Committee"), the Stakeholders’ Relationship Committee ("SRC"), the Executive Committee

("EC") (the AC, NRC, CSR Committee, SRC and EC are collectively referred to as "Committees").

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

 

11. MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD

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

 

12. AUDIT COMMITTEE

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

 

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

In accordance with the relevant provisions of the Act and rules framed thereunder and Regulation 23 of the SEBI Listing Regulations, the Company has in place a Related PartyTransaction ("RPT") Policy. All related party transactions

("RPT") entered into during the financial year 2022-23 were in accordance with the Company’s RPT Policy and on an arms’ length basis and in the ordinary course of business. All RPTs are placed before the Audit Committee and the Board for approvals.

As required under the Act, the prescribed Form AOC-2 is appended as "Annexure III" to the Directors’ Report. Your Company did not enter into any material RPTs during the year under review.

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

 

14. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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

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

 

15. AUDITOR

15.1 Statutory Auditor-

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

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

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

 

15.2 Secretarial Auditor-

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Nishant Bajaj & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2023. The Secretarial Audit Report for the financial year ended March 31, 2023 is enclosed to this report as "Annexure IV". The Secretarial

Audit Report is self-explanatory and thus does not require any further comments.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India. In addition to the above and pursuant to SEBI circular dated February 8, 2019, a report on Secretarial Compliance for the financial year 2022-23 has been submitted to the National Stock Exchange of India Limited.

 

15.3 Cost Auditor-

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company are required to be audited. The Board on the recommendation of the Audit Committee, has appointed M/s. V. J. Talati & Co., Cost Accountants bearing Firm Registration Number: R00213 to audit the cost records relating to the Company’s units for the financial year ending on March 31, 2024, at a remuneration as specified in the Notice convening the 12^th AGM (refer Item No. 4).

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

 

15.4Internal Auditor-

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

 

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

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

 

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

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

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

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

By redesigning the compressed air pipelines, your Company was able to eliminate a 40 KW air compressor, resulting in a savings of 1,65,000 units per year. ii) The steps taken by the Company for utilizing alternate sources of energy:

Your Company generated 1,17,500 units from another source, namely solar rooftop, which saved about 20109 trees from deforestation. Because of the aforesaid actions, total carbon emissions from all Units were reduced by 364 tonnes. iii) The capital investment on energy conservation equipment: _22.92 Lakhs.

 

B. TECHNOLOGY ABSORPTION-

Your Company continued its Research & Development efforts in technologies, designs & development and products to augment its growth. The focus is on developing new combinations of materials for enhancing the functional performance of the packaging material and aesthetics. Company work very closely with the Product – Packaging Development teams of our customers, contributing to their efforts in creating the desired packaging solutions. a. The efforts made towards technology absorption: i) Throughout the year, the Company conducted variety of trials with wide range of molds in injection molding process. ii) Installed a new PET extrusion line with various features that allow for the utilization of up to 30% post-consumer recycled material. iii) Replaced outdated thermoforming machines with new thermoforming equipment with robotic packing features, decreasing human interaction and maintaining product hygiene. b. The benefits derived like product improvement, cost reduction, product development or import substitution. i) The PET Extrusion line, which processes post-consumer recycled materials, enables us to make a substantial contribution to sustainability and recyclable materials. ii) The Company can enhance product quality and hygiene by implementing a new thermoforming equipment. c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) – Your company introduced 9 layer rigid barrier technology from Europe in financial year 2020-21 which reduced imports of barrier packaging products. d. DetailsofexpenditureonResearchandDevelopment during the year under review is as under:

Your Company operates in an industry which requires continuous technology upgradation for manufacturing products and research activities to stay ahead of the market. During the financial year 2022-23, your Company has incurred an expenditure of _4.91 Lakhs on Research & Development.

 

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

		( in Lakhs)
	April 1, 2022 to	April 1, 2021 to
Particulars
	March 31, 2023	March 31, 2022
Actual Foreign	1,515.90	1,176.83
Exchange earnings
Actual Foreign	4,636.81	3,371.05
Exchange outgo

 

17. CORPORATE GOVERNANCE

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

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

 

18. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Act and the rules made thereunder, your Company has constituted a Corporate Social Responsibility Committee.

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

Your Company has adopted a CSR Policy for the Company which provides a broad framework with regard to implementation of CSR activities to be carried out by the Company in accordance with Schedule VII of the Act. The CSR Policy is available on the Company’s website at the web-link: http://rajshreepolypack.com/wp-content/uploads/2023/03/ Amended-CSR-Policy-RPPL.pdf During the financial year 2022-23, your Company has spent 24.75 Lakhs towards CSR activities. Your Company’s key objective is to make a difference to the lives of the underprivileged and local communities and is committed to CSR engagement. An Annual Report on CSR activities undertaken by the Company during the financial year 2022-23 is annexed herewith as "Annexure VI" Corporate

Overview Statutory Reports.

 

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism. The Whistle Blower Policy is available on the Company’s website at the weblink: https://www.rajshreepolypack.com/ wp-content/uploads/2023/03/Whistle-blower-Policy.pdf

 

20. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted ‘Internal Complaints Committee’ to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2022-23.

 

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

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

 

22. ANNUAL RETURN

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

 

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

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

 

24. Compliance of ACCOUNTING STANDARDS

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

 

25. Compliance of SECRETARIAL STANDARDS

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

 

26. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3)(c) of the Act, the Board of Directors ("Board") , to the best of their knowledge and belief confirm as under: i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. The Board had selected appropriate such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year March 31, 2023 and of the Profit and Loss of the Company for the financial year ended March 31, 2023; iii. The Board had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. The Board had prepared the annual accounts on a going concern basis; v. The Board had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and vi. The Board had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

 

27. REPORTING OF FRAUDS BY AUDITORS

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

 

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

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

 

29. CHANGE IN THE NATURE OF COMPANY’S BUSINESS

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

 

30. RISK MANAGEMENT FRAMEWORK

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

The specific objectives of this framework are:

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

To work out methodology for managing and mitigating the risks;

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

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

To assure business continuity, sustained growth with financial stability.

 

31. SHARE CAPITAL

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

Particulars	As at March 31, 2023		As at March 31, 2022
	Number of Shares	(Rs in Lakhs)	Number of Shares	(Rs in Lakhs)
a. Authorised	12,500,000	1,250.00	12,500,000	1,250.00
Capital:
Equity
Shares of
_10/- each
b. Issued &	1,14,49,000	1,144.90	11,234,000	1,123.40
Subscribed
Capital:
Equity
Shares of
_10/- each
c. Paid-up	1,14,49,000	1,144.90	11,234,000	1,123.40
Capital:*
Equity
Shares of
_10/- each
fully paid
up

 

Pursuant to a resolution passed by the Board of the Company by way of circulation on August 18, 2022, Mr. Ramswaroop Radheshyam Thard, Mr. Naresh Radheshyam Thard and Mr. Manish Kumar Agarwal were allotted 70,000, 70,000 and 75,000 equity shares respectively, of the Company on preferential basis at a price of _193 per equity share (including share premium of _183 per equity share), aggregating to _414.95 Lakhs.

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

 

32. ACKNOWLEDGEMENT

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

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