shriji polymers (india) limited - itp.pdf · 5 general information shriji polymers (india) limited...

INFORMATION MEMORANDUM

[In accordance with SEBI (Listing of specified

Securities on Institutional Trading Platform), Regulation, 2013

SHRIJI POLYMERS (INDIA) LIMITED

Our Company was incorporated as Selvel Commercial Private Limited on July 18, 1996 as a private

limited company under the Companies Act, 1956. The name of our Company was changed to Shriji

Polymers (India) Private Limited vide a fresh certificate of incorporation dated December 10, 2004

issued by the Registrar of Companies, Madhya Pradesh and Chhattisgarh. Consequent upon the

conversion of our Company to a public limited company, the name of our Company was changed to

Shriji Polymers (India) Limited and a fresh certificate of incorporation was issued on September 16,

2011 by the Registrar of Companies.

Registered Office: 15D, Industrial Area, Maxi Road, Ujjain - 456010, Madhya Pradesh, India; Tel: +91 (734) 2524071-73; Fax: +91 (734) 2526645.

Website: www. packingpeople.com; Email id: [email protected]

Contact Person & Compliance Officer: Mr. Rachit Kumar Inani,

Email Id: [email protected]

PROMOTER OF THE COMPANY: MR. ANAND BANGUR AND MR. VISHNU JAJOO This Information Document is In terms of the Chapter XC of the SEBI (ICDR) Regulations, 2009,

as amended from time to time and we propose to list our Equity Shares on Institution Trading

Platform (ITP) of BSE SME.

2

TABLE OF CONTENTS

TITLE PAGE NO

General 3-7

1. Definitions and Abbreviations 3

2. General Information 5

3. Eligibility Criteria 6

I. Business 8-49

1. Description of our Business and Operations 8

2. Financial Information 19

3. Capital Structure 44

4. Property 48

II. Risk Factors 50

III. Security Ownership of certain beneficial owners and Management

55

IV. Our Management 56

V. Our Promoters 65

VI. Related Party Transactions 66

VII. Out Standing Litigations and Material Development 69

VIII. Declaration 70

3

GENERAL

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates, the following terms have the meanings given below. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto.

In this Information Memorandum, unless the context otherwise indicates, all references to “SPIL”, “the Company”, “our Company” are to Shriji Polymers (India) Limited, a company incorporated in India under the Companies Act, 1956 (the “Companies Act”) with its Registered Office, 15D, Industrial Area, Maxi Road, Ujjain - 456001, Madhya Pradesh, India. Furthermore, all references to the terms “we”, “us” and “our” are to Shriji Polymers (India) Limited.

Company/Industry related terms

TERM DESCRIPTION

Act/Companies Act The Companies Act, 1956 and amendment thereto.

AGM Annual General meeting

Articles/Articles of Association Articles of Association of the Company

AS Accounting Standard as issued by the Institute of Chartered Accountants of India

Auditor M/s V K Ladha & Associates, Chartered Accountants the statutory auditors of our Company.

Board/Board of Directors of the Company Board of Directors of our Company i.e. Shriji Polymers (India) Limited.

BSE BSE Limited

BSE-SME SME platform of BSE Limited

Capital/ Share Capital/Equity Share Capital Equity Share Capital of the Company

DP Depository Participant

Depository The Depositories Act, 1996 and amendment thereto.

Equity Share(s) or Share(s) Means the equity shares of the Company having a face value of Rs. 10/- unless specified otherwise in the context thereof.

Equity Shareholder Means a holder of Equity Shares of Our Company

Financial Year/Fiscal/FY Period of 12 month ended March 31 of that particular year unless stated otherwise.

ITP Institutional Trading Platform

Memorandum/Memorandum of Association Memorandum of Association of the Company

Promoter Mr. Anand Bangur and Mr. Vishnu Jajoo

Unit I 15/B, 15/F, and 15D, Industrial Area, Maxi Road, Ujjain - 456010, Madhya Pradesh, India

Unit II Plot No. M-9, Special Economic Zone Phase-II, (Misc Zone), Tehsil Dhar, Dhar District (M.P.)

Unit III Plot No 5,6,17 and 18, Kundaim Industrial Estate, Survey no 28,Village Bhoma, Taluka Ponda, District North Goa

Unit IV Plot no 8/P and 9/P, Industrial Maxi Road, Ujjain

RBI Reserve Bank of India

ROC Registrar of Company, Madhya Pradesh and Chhattisgarh, Gwalior

SEBI Regulation/ SEBI (ICDR) Regulations The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 as

4

amended thereof

SEBI Securities and Exchange Board of India

Stock Exchange Shall refer to the BSE Limited where the Shares of the Company proposed to be list.

Abbreviations

ABBREVIATIONS FULL FORM

AGM Annual General Meeting

AS Accounting Standards issued by the Institute of Chartered Accountants of India

A.Y. Assessment Year

B.Com Bachelor of Commerce

BG/LC Bank Guarantee / Letter of Credit

CAGR Compounded Annual Growth Rate

C. A. Chartered Accountant

CDSL Central Depository Services (India) Limited

CEO Chief Executive Officer

C.S. Company Secretary

DP Depository Participant

ECS Electronic Clearing System

EGM / EOGM Extra Ordinary General Meeting of the shareholders

EPS Earnings per Equity Share

FY / Fiscal Financial Year

GDP Gross Domestic Product

GIR Number General Index Registry Number

INR / Rs./ Rupees Indian Rupees, the legal currency of the Republic of India

SME Small And Medium Enterprises

M. Com. Master of Commerce

NAV Net Asset Value

No. Number

NR Non Resident

NSDL National Securities Depository Limited

P/E Ratio Price/Earnings Ratio

Eqty Equity

PAN Permanent Account Number

RBI The Reserve Bank of India

RBI Act The Reserve Bank of India Act, 1934, as amended from time to time

RONW Return on Net Worth

5

GENERAL INFORMATION

SHRIJI POLYMERS (INDIA) LIMITED

Our Company was incorporated as Selvel Commercial Private Limited on July 18, 1996 as a private limited company under the Companies Act, 1956. The name of our Company was changed to Shriji Polymers (India) Private Limited vide a fresh certificate of incorporation dated December 10, 2004 issued by the Registrar of Companies, Madhya Pradesh and Chhattisgarh. Consequent upon the conversion of our Company to a public limited company, the name of our Company was changed to Shriji Polymers (India) Limited and a fresh certificate of incorporation was issued on September 16, 2011 by the Registrar of Companies. REGISTERED OFFICE Shriji Polymers (India) Limited 15D, Industrial Area, Maxi Road, Ujjain - 456010, Madhya Pradesh, India; Tel: 91 2524071-73; Fax: 91(734) 2526645 Website: www.packingpeople.com; Email id: [email protected]

COMPANY IDENTIFICATION NUMBER: U51102MP1996PLC011027

ADDRESS OF REGISTRAR OF COMPANIES Registrar of Companies, Madhya Pradesh and Chhattisgarh, Gwalior 3rd Floor, 'A' Block, Sanjay Complex, Jayendra ganj, Gwalior,( M.P.) Tel: 91(751)2321907; Fax: 91(751)2331853 Email id: [email protected]

BOARD OF DIRECTORS

Our Board of Directors comprise of the following members:

Sr. No.

Board of Directors DIN Designation Status Occupation

1 Mr. Anand Bangur 00017170 Chairman and Managing Director

Non- Independent and Executive Director

Business

2 Mr. Vishnu Jajoo 00806268 Whole-Time Director


Business

3 Mr. Anurag Somani 02963336 Whole-Time Director


Business

4 Mr. Beni Gopal Lahoti 01471115 Director Independent Director

Business

5 Mr. Manish Baheti 01469759 Director Independent Director

Business

6 Mr. Banwari Lal Kasat 03569703 Director Independent Director

Business

COMPANY SECRETARY & COMPLIANCE OFFICER Mr. Rachit Kumar Inani 15D, Industrial Area, Maxi Road, Ujjain - 456010,

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Madhya Pradesh, India; Tel: 91 2524071-73; Fax: 91(734) 2526645. Website: www.packingpeople.com; Email id: [email protected]; STATUTORY AUDITORS V K Ladha & Associates, Chartered Accountants 36, Dravid Marg, “Kshir Sagar” Colony, Ujjain (M.P) - 456006 Tel: + 91 0734- 2550498, 2550499 Fax: + 91 0734-4040498 Email: [email protected] Contact Person: V.K. Ladha Firm Registration No.002301C

REGISTRAR TO THE ISSUE

ANKIT CONSULTANCY PRIVATE LIMITED SEBI REGN NO: INR000000767 60, Electronic Complex, Pardesipura, Indore-452010( M.P.), Tel: +91(731) 2551745/46, Fax:+91(731) 4065798 Email Id: [email protected] Website: www.ankitonline.com Contact Person: Mr. Lav Mishra

ELIGIBILITY CRITERIA We are an unlisted company as on date and we propose to list our Equity Shares on Institution Trading Platform (ITP) of BSE SME in terms of the Chapter XC of the SEBI (ICDR) Regulations, 2009. Our Company is eligible for the listing in terms of 106 Y and other provisions of Chapter XC of the SEBI (ICDR) Regulations, 2009. We Confirm that:

1. The name of our company, our promoters, any of our group companies or directors do not appear in the wilful defaulters list of Reserve Bank of India as maintained by Credit Information Bureau (India) Limited;

2. There is no winding up petition against the company that has been admitted by a competent court;

3. Our company or group companies have not been referred to the Board for Industrial and Financial Reconstruction within a period of five years prior to the date of application for listing;

4. No regulatory action has been taken against the company, its promoter or director, by the Board, Reserve Bank of India, Insurance Regulatory and Development Authority or Ministry of Corporate Affairs within a period of five years prior to the date of application for listing;

5 . The Company has completed a period of more than ten years after incorporation but its revenue have not been exceeded one hundred crore rupees in any of the previous financial years;

6. The paid up capital of the company has not exceeded twenty five crore rupees in any of the previous financial years;

7. We have completed fiscal 2012-13 being one full year of audited financial statements, for the immediately preceding financial year at the time of making listing application;

8. The company has received term loan of Rs 265 lacs from Small Industrial Development Bank of India for its project finance and working capital loan from State Bank of Indore amounting to Rs 200 lacs fund based and 300 lacs non fund based and a period of three

7

years has elapsed from the date of such financing and the funds so received have been fully utilised.;

9. In accordance with Regulation 106 ZB of Chapter XC of the SEBI (ICDR) Regulations, 2009, Our Promoters i.e. Mr. Anand Bangur and Mr. Vishnu Jajoo have given their consent to lock-in 46,09,156 Equity Share representing 20 % of Paid up Capital of the Company.

10. We have entered into tripartite depository agreement with NSDL. Absolute responsibility of Shriji Polymers (India) Limited Shriji Polymers (India) Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Company, which is material, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions are intentions misleading in any material respect.

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SECTION - I - BUSINESS

DESCRIPTION OF OUR BUSINESS AND OPERATIONS

Description of our Business and Operations:

Our Company was incorporated as Selvel Commercial Private Limited on July 18, 1996 as a private limited company under the Companies Act, 1956. The name of our Company was changed to Shriji Polymers (India) Private Limited vide a fresh certificate of incorporation dated December 10, 2004 issued by the Registrar of Companies, Madhya Pradesh and Chhattisgarh. Consequent upon the conversion of our Company to a public limited company, the name of our Company was changed to Shriji Polymers (India) Limited and a fresh certificate of incorporation was issued on September 16, 2011 by the Registrar of Companies. Our Company was originally incorporated by Mrs. Kamla Baldi and Mr. Ashok Kumar Malani. The Company was incorporated with the main object to carry on commercial activities in all types of goods and commodities. There were no business activities carried out during the initial eight years. In the year 2004, the management of the Company was taken over by Bangur and Jajoo family. The new management decided to set up manufacturing unit of plastic based packaging products and altered the main object clause of the Company in order to carry out the said business. The name of our Company was changed to Shriji Polymers (India) Private Limited so as to reflect the industry in which company operates. In the F.Y 2005, the company started importing raw material of H.D.P.E. and on January 23, 2006 the commercial production of HDPE Plastic bottles (containers) was started at its Unit I-15-D, Industrial Area, Maksi Road, Ujjain. The said unit I having installed capacity of manufacturing 7720 Lacs bottles. In addition, the Company was also engaged in doing the job work of HDPE Plastic bottles (containers) which was used by pharmaceuticals packaging industry.

Further to add more capacity Company opted to take a project in a Special Economic Zone (SEZ) at Pithampur, Distt. Dhar (M.P.), an industrial area close to Indore, and started the Unit II in the F.Y. 2010, having an annual installed capacity of manufacturing HDPE bottles, Assembled Closures -Continuous Thread (CT) Cap, Assembled Closures-Child Resistant (CR) Cap of 231 Lacs (Nos.), 830.40 lacs (Nos.) and 415.20 lacs (Nos.) respectively.

Our Company continues its expansion and modernization by acquisition of assets (Shed, Plant and Machinery) from Seasons Polymers Private Limited at Ponda-GOA (Unit III) having an annual installed capacity of manufacturing 120 Lacs (Nos.) of HDPE bottles plastic containers and Plastic closures.

Our Company also contributes to the renewable energy by establishing windmill machines having an installed capacity of 0.5 M.W. on turnkey basis at Village Nandvel, Tehsil Daloda, Dist. Mandsaur (M.P). Further our Company has entered into PPA (Power Purchase Agreement) with Madhya Pradesh State Electricity Board for the sale of electricity generated through windmill.

The existing promoters Mr. Anand Bangur and Mr. Vishnu Jajoo have been appointed on Board of the Company w.e.f February 1, 2011. In the Financial year 2011-12, the Company was converted into public limited Company. Shriniwas Containers and Closures Private Limited (Unit IV) (transferor Company) was amalgamated with our Company vide order dated May 2, 2013 of Honourable High Court of M.P. bench at Indore and due to which w.e.f April 1, 2012 all the assets and liabilities of transferor Company was transferred to our Company. Our Company's installed capacity was increased by 5621 lacs bottles due to amalgamation.

Our Company is ISO 9001:2008 and had got duly approved drug master file by USFDA and CANADIAN. The Company has shown robust growth during the last five years. It has improved its top line and bottom line and also has by the time, managed it operations and has widened the reach of the Company. The same can be reflected from the continuous growth in the top line and bottom line of the Company as explained under:

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(Rs. In Lacs)

Particulars 2012-13 2011-12 2010-11 2009-10 2008-09

Sales 7219.98 4883.26 3922.00 3189.06 1393.21

Other Income 158.32 65.95 18.90 47.87 31.55

TOTAL 7378.30 4949.21 3940.90 3236.93 1494.76

% of growth of Total Income

49.08 25.59 21.75 116.55 -

Profit After Tax 1373.39 631.79 447.88 361.84 317.33

% of growth of PAT

117.38 41.06 23.78 14.03 -

Our Products

Our company is mainly engaged in production of HDPE bottles (Containers) and Polypropylene (PP) Closures (PP-Closures Caps) which is used by pharmaceuticals packaging industry. Our product is further categorized into following category:

1. HDPE Plastic Bottles (Containers) having wide range from 40 CC to 1500 CC. 2. Polypropylene (PP) Closures -Continuous Thread (CT) Cap almost of all size. 3. Polypropylene (PP) Closures-Child Resistant (CR) Cap almost of all size.

Manufacturing Process

There are two methods for manufacturing HDPE Plastic Bottles (Containers):

A. Manufacturing process of Blow Moulding

B. Manufacturing process of Injection Blow Moulding C. Manufacturing process of Injection Moulding (Caps)

A. Manufacturing process of Blow Moulding

The first step of manufacturing process is the inspection of the raw material received on various

parameters set. Now these stored raw material bags are cleaned with vacuum cleaner and then

loaded into „Centralized Silo‟. The system has PLC based control panel through which regulation of

material is being set. Bag of raw material is opened into a big Silo of stainless steel having a storage

capacity of 3000 kgs. Each machine has a separator and a vacuum line, which will take material from

the Silo, as the level of material goes low in the machine Hopper. On some machines where Colorant

is to be added, the machine has a removable dozer cum mixer (It is an assembly having a rotary

mixer with motor and a cylinder in which colorant is put and has a PLC control panel for setting of

percentage colorant loading) assembly wherein at dozer hopper will befed and desired percentage is

set at its PLC based panel.

From this hopper the material automatically goes into the melting zone where the temperature is

maintained between 120 – 180o

C. After that the melted plastic is extruded as a tube into free air. The

two halves of the bottle blow mould capture this tube, also called a parison. Now a blow pin is inserted

into it through which air enters and expands and then cools the parison against the cold-mould cavity.

Unlike injection blow moulding, flash is a by-product, which is trimmed and reclaimed automatically by

the dummy mould. After this the neck is de-flashed automatically by our auto-deflashing machines.

Here we get the finished bottle of HDPE. The machine man checks the bottle for the shape in general

and forwards the bottles for further quality checks. Meanwhile a random sample is drawn in an

interval of 1 hour and sent to laboratory for the checking of various dimensions.

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Now each and every bottle automatically goes to the quality supervisors for manual checking (twice)

for general finishing approval. These supervisors also check for any black or other foreign particle in

the bottles. The approved bottles from these quality supervisors are then sent to packing department.

In packing department the bottles are packed in double poly bags and then in corrugated boxes.

Finally these boxes are sent to FG storage. We have an in-house lab fully equipped with all apparatus

required for various Physico chemical tests required for HDPE bottles. Every batch before getting

released has to undergo physicochemical tests, ESCR tests and IR for material identification.

The same process is followed for all EBM Machines.

Melting Zone through Hopper (Temperature 150o - 180oC )

Out in Hot tube form in required weight

Captured by Mould

Compressed air (from a non-lube Compressor) Blown through Blow pins

Cooling by Chilled water running through mould channels (15 -20 oC )

Sent to Hopper through Centralize Auto Loader

Raw Material bag cleaned with vacuum cleaner and loaded in a Centralize Silo

Captured by dummy Mould and auto cutting of runner

Neck cutting through auto deflasher

Quality Control (for Weight and Shape)

Rejection ( sent to scrape section) Quality Control for all Dimensions

(From a random samples at an interval of one hour)

Manual Sorting against light emitting screen (for any general defect)

Physico Chemical Tests in our own Lab. Rejection

( sent to scrape section)

Tests in outside Labs.

(as per the schedule)

Packed in double Polybags and then in CCB Rejection ( sent to scrape section)

FLOW DIAGRAME

(B.M.)

MAN UFACTURIN G PROCES S

Stored for final dispatch

Rejection

( sent to scrape section)

11

B. Manufacturing process of Injection Blow Moulding







is to be added, the machine has a removable dosager cum mixer (It is an assembly having a rotary


percentage colorant loading) assembly wherein at dosager hopper will be fed and desired percentage

is set at its PLC based panel.


maintained between 180-240 o

C. After this the material is injected into the preform mould which is

actually an injection mould. The preforms so produced with a solid neck but soft bottom which can be

blown into a bottle these preforms are automatically transferred to a blow mould where in blowing will

take place and the preforms will be converted in final bottles. These bottles are automatically

transferred to ejector where they will be ejected .Here it is important to note that all the three

processes viz. injection, blowing and ejection are simultaneous. Unlike extrusion Blow Moulding, in

this process here is no essential waste generated and the bottles produced will require no trimming or

deflashing operations Here we get the finished bottle of HDPE. The machine man checks the bottle

for the shape in general and forwards the bottles for further quality checks. Meanwhile a random

sample is drawn in an interval of 1 hour and sent to laboratory for the checking of various dimensions.

Now each and every bottle automatically goes to the quality supervisors for manual checking for

general finishing approval. These supervisors also check for any black or other foreign particle in the

bottles. The approved bottles from these quality supervisors are then sent to packing department.

In packing department the bottles are packed in double poly bags and then in corrugated boxes.

Finally these boxes are sent to FG storage. We have an in-house lab fully equipped with all apparatus

required for various Physico chemical tests required for HDPE bottles. Every batch before getting

released has to undergo Physico chemical tests, ESCR tests and IR for material identification.

12

Manual Sorting against light emitting

screen (for any general defect)

Physico Chemical Tests in our own

Lab.

Packed in double Polybags and then in CBB Rejection (sent to scrape section)


Tests in outside Labs.


Quality Control for all Dimensions

(From a random samples at an interval of one

hour)

Quality Control (for Weight and Shape)

Raw Material bag cleaned with vacuum cleaner and

loaded in a Centralize Silo

Sent to Hopper through Centralize Auto Loader

Melting Zone through Hopper

(Temperature 150o -

180

oC )

Melted material is injected into the preform mould where

preform produce with solid neck

These performs automatically transferred to blow mould

where blowing will take place and final bottle produces

Rejection

(sent to scrape section)

Rejection

(sent to scrape

section)

MANUFACTURING PROCESS

Rejection

(sent to scrape

section)

FLOW DIAGRAME (I.B.M.)

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C. Manufacturing process of Injection Moulding (Caps)







is to be added, the machine has a removable dosager cum mixer (It is an assembly having a rotary


percentage colorant loading) assembly wherein at dosager hopper master batch/colorant will be fed

and desired percentage is set at its PLC based panel.


maintained between 170oC– 230

oC. By virtue of screw action this material is processed and

transferred through various processing zones to the front end of the barrel or nozzle end. This molten

material is then injected in to the closed injection mould cavities at high pressure, hence it takes the

shape of the mould i.e. cap. After the mould cavities are filled some pressure is still applied for a few

seconds to compensate for the shrinkages. Then refilling starts which readies the material for next

shot. Simultaneously cold water running through the mold cooling channel takes the heat off from

injected material and changes its phase from molten to solid phase; hence it will retain the shape of

the mould. After sufficient cooling time, mould is opened and moulded parts (caps) are ejected and

collected into the bin placed underneath. The Machine Assistant. checks them for general physical

quality. Meanwhile a random sample is drawn at an interval of one hour and sent to laboratory for the

checking of various dimensions. Now all the caps are transferred to inspection table/conveyor for

100% sorting and only approved caps will be transferred to wadding station. Here liner/wad is

dropped in all the caps by an automatic wadding machine. These caps will again be subjected to

checking for proper wadding and only approved caps shall be packed in designated quantities in to

double polybags and finally into a corrugated carton. These boxes duly labeled and packed/taped

boxes are then transferred to Finished Goods stores.

We have an in-house lab fully equipped with all apparatus necessary for various tests required for PP

caps. Every batch before getting released has to undergo testing as per USP.

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Manual Sorting against light emitting

screen (for any general defect)

Tests in inhouse and outside labs


Rejection

(sent to scrap

section)

Wadding

Rejection

(sent to scrap

section)

Inspection

Aprroved transferred to

packing section

Packed in double Polybags and then in

CBB

Ejection

Melting Zone through Hopper

(Temperature 170o -

230

oC )

Molten material is injected into the injection mould

Cooling

Inspection by M/C Asst. for general defects

Raw Material bag cleaned with vacuum cleaner and loaded in a

Machine Hopper

Sent to Hopper through Centralized Auto Loader

Rejection

(sent to scrape section)

MANUFACTURING PROCESS

FLOW DIAGRAM (I.M.)

Quality Control for all Dimensions

(From a random samples at an interval of one

hour)


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Raw Material and Plant/Machinery

The raw material required for manufacturing of HDPE Bottles (Containers) is HDPE and Master Batch (MB) which is procured from QATAR and from domestic players respectively.

The raw material used for manufacturing Polypropylene (PP) Closures Cap is Polypropylene Homo Polymer, Linner and Master Batch which is procured from domestic players and foreign countries.

The following plant and Machinery are installed for manufacturing of HDPE Bottles (Containers) and PP Closures Caps:

1. Injection Moulding Machine 2. Blow Moulding Machines 3. Wadding Machine 4. Sorting Machine 5. Moulds, 6. Temperature Controller 7. Linning Machine 8. Conveyor Vision Inspection Machine 9. Air Compressor 10. Cooling Tower 11. Weight Box 12. Dozing Mixing Machines 13. Water Chiller 14. Scrap Grinding Machines 15. Cap Assembling Machines for CR Caps

Industry Segment Overview

Types of Packing

The packaging industry uses different materials like glass, metals, wood and polymers for packaging different types of products. Packaging industry can be classified on the different basis namely, shape/form/size of packaging, method of packing, contents packed and materials used for packing.

Types of Industry Classification

On the basis of the material used, the packaging industry can be broadly classified as: rigid and flexible. Rigid packaging involves the use of glass, tin, aluminium, wood and plastic. Flexible packaging involves the use of lightweight, durable and flexible materials like plastic films, paper and aluminium foils. In 2010, rigid packaging accounted for about 76 per cent of the total packaging industry and flexible packaging accounted for the balance.

Growth Drivers

As the economy grows driven by increased industrial production and international trade, it generates demand for the packaging industry. Moreover, with increasing population, rising income levels, changing food habits and increased penetration of organised retail, preference for branded products is also expanding.

Growing preference for branded foods is also a major catalyst for the growth of packaging industry. In addition, other factors like rise in the number of nuclear families, rural marketing and growth from end-user industries also fuel the packaging industry„s demand growth.

Industry Review and Outlook

16

Competition

The segment in which Company operates does have competition in terms of access to the market. However, by virtue to its early mover in the regulated packing field and the Technology/expertise acquired by the Company over the years coupled with High Quality of Products and Service has helped the Company to acquire "Preferred Business Partner" status with the most of the major players in the Industry.

Marketing Arrangement

The basic marketing strategy of the Company is to remain in niche area of servicing highly regulated international Pharma firms. The Company is marketing its products through highly experienced and competent marketing team and has roboust structure for handling Domestic and Export business. Mr. Vishnu Jajoo (Executive Director) is overall heading the marketing department.

Going forward the Company plans to expand its business to different geographies world over to actualize its vision to be an important global player in the field of top end quality packaging for pharma and FMCG sectors.

To provide world class business support, Company is in the process of appointing country specific agents/Distributors in the important overseas market. In the F.Y. 2013-14, Our Company had entered into an agreement with two C&F Agents namely Dr. Reddy Laboratories Limited and M/s. Link Composites Private Limited for marketing of HDPE Bottles and PP Closures Caps in the state of Hyderabad and Goa.

Intellectual Property

Our company had got its Polypropylene (PP) Closures-Child Resistant (CR) Cap duly patent on November 27, 2012 with United States Patent bearing Patent No. US 8,316,622B2.

Licenses

Our Company had following requisite licenses, permissions and approvals obtained under various Central and State Laws for carrying out its business:

1. Certificate of Incorporation from Registrar of Companies, Madhya Pradesh 2. TAN no. BPLS06223A 3. Service Tax Registration no.:

Unit-I- AAICS6990ESD002,

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Unit- II -AAICS6990ESD003, Unit-III -AAICS6990ESD004, Unit-IV -AAICS6990ESD005

4. Registration under Central Sales Tax and Commercial Tax Department. Unit I- 23652607356, Unit-II- 23349013783, Unit-III-30730205137, Unit-IV-23302607985,

5. Central Excise Registration certificate bearing no. issued by Central Board of Excise and Custom Department: Unit-I – AAICS6990EXM001 Unit-II – Not Applicable Unit-III- AAICS6990EEM002 Unit-IV-AAICS6990EEM003 Hyderabad – AAICS6990EEM005

6. Import Export License code bearing IEC code no. 1105001342. 7. Approval from Office of Development Commissioner Indore Special Economic Zone,

Department of Commerce, Government of India, Sector-3, Pithampur Dist. Dhar (MP) bearing letter no. C-44/ISEZ/Proj/2009-10/1602.

8. Consent letter from Pollution control Department bearing following letter no. Unit I- 3235/RO/MPPCB/13 (Applied for renewal) Unit-II-84/SEZ/MPPCB/2012-13 Unit-III-5/1140/98-PCB/10514 Unit-IV-(Applied for Renewal)

9. Factory License bearing no. Unit I-166/1283636/UJN/2M(I)(Applied for Renewal) Unit II- -37/D-144/ISEZ/2012 (Applied for Renewal) Unit IV-198/13830/UJN/2M(i) (Applied For Renewal)

10. Registration under Micro, Small & Medium Enterprises Development (MSMED). 11. Registration under MP Trade and Investment Facilitation Corporation Limited 12. Provident Fund registration no.

Unit I, II, III -MP/UJJ/0014521/000 Unit IV- MP/UJJ/0014959/000

13. ESI registration no. Unit I- 18000151360000205 Unit-II-18180151360010205 Unit-III-32180151360010205 Unit IV- 18000161750000205

Franchisee / concessions:

As on date we do not have any franchisee and have not entered in to any concession agreements.

Working Capital

Our business requires a substantial amount of working capital. On account of different sizes of the finished goods, the Company is holding stock of finished goods of around two months of the sale in FY 2013. The average credit period given by the company to the clients in FY 2013 was 88 days. The total receivable for FY 2013 was Rs 1149.42. The company is also getting credit from the suppliers of raw Material and Packing Material around 60 days. The company is enjoying the working capital limit from State Bank of India and Bank of Baroda.

As on 31st March, 2013, our working capital comprised of followings:

Particulars Amount (Fiscal 2013) Rs. in Lakhs

Holding period(in Days)

Raw Material 700.04 69

Packing Material 103.31

18

Finished Goods 1149.42 58

Receivables 1741.12 88

Other Current Assets 491.41

Total(A) 4185.30

Trade Payables 607.54 60

Total (B) 607.54

Net Working Capital (A-B) 3577.76

Less : Bank Borrowing 1928.88

Our Margin 1648.88

Research and Developments

Company had not spent any material amount towards sponsorship for research and development during the last three financial years.

Human Resource

The details of man power employed as on date are as under:

Sr. No

Category No. of Employees

1 Managing Director 1

2 Company Secretary 1

3 HR & Admin 6

4 Accounts & TAX (Excise) 16

5 Production, Dispatch and Marketing Staff 50

6 Quality Control Staff 6

7 Quality Assistant 46

8 Workers 32

Total 158

19

FINANCIAL INFORMATION

The Audited Balance Sheet, Profit & Loss Account, Cash Flow Statement With Attendant Annexure

And Notes To Accounts For The Financial Year 2012-13

(Rs. In Lacs)

Particulars Note No.

As at 31.03.2013

As at 31.03.2012

I. EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 1 1109.51 1109.51

(b) Share capital pending allotment 2 1195.07 0.00

(c) Reserves and surplus 3 3841.90 1241.11

2 Non-current liabilities

(a) Long-term borrowings 4 1408.27 940.63

(b) Deferred tax liabilities (Net) 611.59 158.70

3 Current liabilities

(a) Short-term borrowings 5 1929.88 383.12

(b) Trade payables 6 607.54 403.81

(c) Other current liabilities 7 850.07 428.46

(d) Short-term provisions 8 85.36 72.77

TOTAL 11639.18 4738.11

II. ASSETS

1 Non-current assets

(a) Fixed assets

(i)Tangible assets 9 6661.07 1278.75

(ii)Intangible assets 78.08 8.33

(iii)Capital work-in-progress 129.56 1482.55

(iv)Intangible assets under development 0.00 61.42

(b) Long-term loans and advances 10 216.64 54.68

(c) Other Non Current Assets 11 78.71 6.38

2 Current assets

(a) Inventories 12 1952.77 519.70

(b) Trade receivables 13 1813.37 944.41

(c) Cash and Bank Balances 14 217.56 101.10

(d) Short-term loans and advances 15 93.50 31.83

(e) Other current assets 16 397.91 248.95

TOTAL 11639.18 4738.11

The notes referred to above form an integral part of the Balance Sheet

20

Statement of Profit and Loss for the year ended 31.03.2013

(Rs. In Lacs)

Particulars Note

No.

Year

2012-13

Year

2011 - 12

I. INCOME

Revenue from operations

17 7219.98 4883.26

Other income

18 158.32 65.95

II. Total Revenue 7378.30 4949.21

III. EXPENSES

Cost of materials consumed 19 3699.97 3213.30

Changes in inventories of finished goods & work-in-

progress

20 (659.97) (52.13)

Employee benefits expenses 21 393.69 190.56

Finance costs

22 331.81 76.49

Depreciation and amortization expenses 578.42 74.10

Other expenses 23 978.39 436.98

IV. Total expenses 5322.32 3939.31

V. Profit before exceptional and extraordinary items

and tax (II-IV)

2055.98 1009.90

VI. Exceptional & Prior Period items 24 (3.79) 53.60

VII. Profit before tax 2059.77 956.30

VIII. Tax expenses:

(1) Current Tax 409.00 265.00

(2) Income Tax for earlier years 5.97 0.00

(3) Defferred Tax 260.61 53.79

(4) Dividend Tax 10.80 5.72

XI. Profit (Loss) for the period (VII-VIII) 1373.39 631.79

X. Earnings per equity share:

(1) Basic 12.38 9.96

(2) Diluted 12.38 9.96

The notes referred to above form an integral part of the Profit and Loss Statement

21

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2013

(Rs. In Lacs)

Particulars Year Ended 31st

March 2013

Year Ended 31st

March 2012

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before Tax as per Statement of Profit &

Loss 2059.77 956.30

Add/(Deduct):

Reserves & Surplus of Amalgamated Company(Refer

Note No.2) 1293.96 0.00

Depreciation 578.42 74.10

Finance Cost 331.81 76.49

Interest Income -32.16 -30.71

Unrealised Foreign Exchange Currency Difference -4.77 7.33

Bad Debts Provision 2.33 3.63

Preliminary Exp W/O 2.87 1.95

(Profit)/Loss on sale of Fixed Assets 0.95 18.92

2173.41 151.72

Operating Profit Before Working Capital Changes 4233.18 1108.01

Add/(Deduct): Increase/ Decrease in Other non

Current Liability (Refer note No. 2) 71.67

Increase/ Decrease in Other non Current Assets

(Refer note No. 2) 192.28

Increase/(Decrease) in Trade and Other Payable 625.98 374.77

(Increase)/Decrease in Trade and Other receivables -1242.32 -187.06

(Increase)/Decrease in Inventories -1433.07 12.94

-1785.46 200.65

Cash Flow from Operations 2447.72 1308.67

Add: Direct Tax -27.12 -27.12 -221.08 -221.08

Cash Flow before Prior Period Adjustment 2420.60 1087.59

Add/(Deduct):Prior Period Item -4.74 33.48

Net Cash Inflow/(Outflow) in the course of Operating

Activities 2415.86 1121.07

B. Cash Flow arising from Investing Activities

Sale of Fixed Assets 11.32 26.92

Interest Received 32.16 30.71

43.48 57.63

Outflow:

Acquiring of Fixed Assets 5205.91 5205.91 2004.15 2004.15

Net Cash Inflow/(Outflow) in the course of Investing

Activities -5162.43 -1946.52

C. Cash Flow arising from Financing Activities

Inflow:

Net Proceeds from Borrowings 2014.40 714.94

Proceeds from Share Issued 1195.07 300.00

3209.47 1014.94

22

Outflow:

Finance Charges 331.81 76.49

Dividend 35.26 12.49

Dividend Distribution Tax 5.72 2.08

Increase/(Decrease) in Fixed Deposits 78.25 64.50

451.04 155.56

Net Cash Inflow/(Outflow) in the course of Financing

Activities 2758.43 859.38

Cash and Cash equivalents taken over on

Amalgamation (Refer to Footnote 1) 26.36

Net Increase/Decrease in Cash/Cash Equivalents

(a+b+c) 11.87 33.93

Add: Balance at the Beginning of the year -14.67 -48.60

Cash and Cash Equivalent at the close of the year 23.55 -14.67

Footnote 1) Cash and Cash equivalents as on 1st April, 2012 include in the following amount

taken over on amalgamation (Refer note 2)

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: SHARE CAPITAL

( `in lakhs)

Particulars As at 31.03.2013 As at 31.03.2012

Number ` in Lakhs Number ` in

Lakhs

Authorised

17000000 Equity Shares of ` 10 each

17,000,000

1,700.00

16,000,000

1,600.00

(Previous Year 16000000 Equity Shares

of ` 10 each)

Issued,Subscribed & Paid up

11095050 Equity Shares of ` 10 each

Fully Paid up

(Previous Year 11095050 Equity Shares

of ` 10 each Fully Paid up)

11,095,050

1,109.51

11,095,050

1,109.51

Total

11,095,050

1,109.51

11,095,050

1,109.51

1)The Company has only one class of Equity Shares having a par Value of ` 10 per Share.

2)The dividend proposed by the Board of Directors is subject to the approval of shareholders.

3)During the current year there has been no movement in the number of equity shares outstanding(in the previous year 99,95,500 shares as Bonus Shares and further 1,00,000 Shares were issued).This does not include the shares pending allotment in accordance with the Scheme of Amalgamation(Refer Note 2). In accordance with the terms of the Scheme of Amalgamation, 11950730 shares of ` 10 each, fully paid up, will be issued and, therefore, presently have been shown

as "Share Capital Pending Allotment" in the Balance Sheet.

4)Details of share held by shareholders holding more than 5% of the agrgregate shares in the

23

company:

NAME OF SHAREHOLDER As at 31.03.13 As at 31.03.12

No of

Shares held

% of

Holding

No of

Shares

held

% of

Holding

Mr. Anand Bangur 3,648,040 32.88 3,648,040 32.88

M/s. Swati Commercial Pvt Ltd 1,694,000 15.27 1,694,000 15.27

M/s Vyanktesh Securities Pvt Ltd 1,199,000 10.81 1,199,000 10.81

Mrs. Veena Somani 935,000 8.43 935,000 8.43

M/s Arpit Packaging Pvt ltd 891,000 8.03 891,000 8.03

Mr. Vishnu Jajoo 808,610 7.29 808,610 7.29

Ms. Dyuti Jajoo U/G Shweta Jajoo 599,500 5.40 599,500 5.40

5) Reconciliation of Equity shares outstanding :

NAME OF SHAREHOLDER As at 31.03.13 As at 31.03.12

No of

Shares held

` in lakhs No of

Shares

held

` in lakhs

Shares at the beginning of the year 11,095,050 1,109.51 9,99,550 99.96

Add: Bonus Share Issued During the

year -

9,995,500 999.55

Add: Further issue of Shares -

100,000 10.00

Shares at the end of the year 11,095,050 1,109.51 11,095,050 1,109.51

Note 2: Scheme of Amalgamation

1 A Scheme of Amalgamation of Shriniwas Containers and Closures Private Limited (referred to

as “Transferor Company”) and Shriji Polymers (India) Limited (the Company) and their

respective shareholders, under Sections 391 to 394 of the Companies Act, 1956 (“the

Scheme”) has been approved by the shareholders of the respective companies and

sanctioned by the Honorable High Court of Madhya Pradesh (vide its Orders dated 02nd

May,

2013).

2 The Scheme became effective on 28thMay, 2013 (“Effective Date”) on filing of the certified

copy of the Order with the Registrar of Companies. The Appointed Date from which the

Scheme is operative is 1st April, 2012 (the “Appointed Date”).

3 Transferor Company was engaged in the business of manufacturing of HDPE Containers and

Closures.

4 Consequent to the Scheme becoming effective from the Appointed Date, the entire business

and undertaking of the Transferor Company, including all assets, debts, liabilities, duties and

obligations have, without further act, instrument or deed, but subject to the charges affecting

the same as on the Effective Date, been transferred and vested in the Company. On the

Scheme becoming effective, all staff, workmen and employees of the Transferor Company in

service on the Effective Date, are deemed to have become staff, workmen and employees of

the Company.

24

5 During the period from the Appointed Date to the Effective Date, the Transferor Company has

been deemed to have carried on its business and activities for and on account of and in trust

for the Company. Accordingly, the revenue from operations and profit before tax of the

Transferor Company for the year ended 31 March 2013, included in the financial statements,

amounts to `3641.35 Lacs(inclusive of Sales of `2834.45 Lacs to the Transferee company

which is netted off in the Consolidated Financial Statement) and ` 1013.82 Lacs respectively.

6 Upon the Scheme becoming effective and in consideration for the amalgamation of the

Transferor Company, the Company shall issue and allot equity shares, credited as fully paid-

up to the members of the Transferor Company in the ratio of 12.27 (Twelve point Two Seven)

equity shares of the face value of Rs. 10/- (Rupees Ten only) each (Credited as fully paid

up)of the Transferee Company for every 1 (One) equity share of the face value of Rs.10/-

(Rupees Ten) each (Credited as fully paid up) held by such member or his/her/its respective

legal heirs, executors or successors in the Transferor Company. Such equity shares, on

allotment, will rank pari passu in all respect with the existing equity shares of the Transferee

Company. In case of fractional entitlement, the Transferee Company shall pay by cheque a

sum equivalent to the fraction of shares for which no shares of the transferee company could

be allotted.

7 In terms of the Scheme, the Authorised share capital of the Company stands enhanced to an

amount of Rs.1700 lacs divided into 1,70,00,000 equity shares of Rs 10 each, without any

further act, instrument or deed on the part of the Company, including payment of stamp duty

and fees payable to Registrar of Companies.

8 In terms of the Scheme, the Company has accounted for the amalgamation based on the

„Pooling of Interest‟ method as under:

8.1 All the assets and liabilities recorded in the books of the Transferor Company have been

recorded by the Company at their respective book values; the amount of inter-company

balances have been cancelled.

8.2 The identity of the reserves of the Transferor Company as on the Appointed Date, if any, has

been preserved and they appear in the financial statements of the Company in the same form

and manner, in which they appeared in the Financial Statements of the Transferor Company;

and

8.3 The surplus arising between the aggregate values of assets of the Transferor Company

acquired, net of the aggregate of the liabilities of the Transferor Company, together with the

share capital issued, and reserves of the Transferor Company recorded by the Company (i.e,

the difference between the amount recorded as share capital issued and the amount of share

capital of the Transferor Company), has been adjusted to the General Reserve Account of the

Company as under:

( ` in lakhs)

Particulars Total

Fixed Assets (Net, Including work-in-Progress) 2439.68

Other assets 1323.22

Less :

Other Liabilities 1273.86

Net assets taken over (A) 2489.04

Reserves and surplus recorded

- Security Premium 1776.57

- Balance in the Statement of Profit & Loss 615.07

Total reserves and surplus (B) 2391.64

Equity shares issued/to be Issued

- Number of Shares (numbers) 11950730

25

- Share Capital (`In Lacs)(C ) 1195.07

- Cheque (Fraction Potion) 0.00

Transferred/adjusted in Share Premium(A-B-C) (1097.67)

NOTE 3 : RESERVES & SURPLUS

( ` in lakhs)

Particulars As at 31.03.2013

(Rs. In lacs)

As at 31.03.2012

(Rs. In Lacs)

A. Securities Premium Account

Opening Balance 290.00 50.30

Add : Securities Premium on Shares issued during

the year

-

290.00

Add: Acquired on amalgamation(Refer Note 2)

1,776.57

Less : Premium Utilised for Issuing Bonus Shares - (50.30)

Less : Utilisation on account of amalgamation(Refer

Note 2)

(1,097.67)

-

Closing Balance

968.90 290.00

B. General Reserve

Opening Balance 650.75

1,200.00

Add: Current Year Transfer 400.00

400.00

Less: Reserve Utilised for Issuing Bonus Shares

-

(949.25)

Closing Balance 1,050.75

650.75

C. Surplus

Opening balance 300.37

103.82

Add: Acquired on amalgamation(Refer to Note 2) 615.07 -

Add: Net Profit for the current year

1373.39

631.79

Less: Proposed Dividend

(66.57)

(35.26)

Less: Transfer to General Reserves

(400.00) (400.00)

Closing Balance

1822.25 300.37

Total 3841.90 1241.12

NOTE 4 : LONG TERM BORROWINGS

26


` in Lakhs ` in Lakhs

Secured :

Term Loans:

1)From SIDBI 412.45 26.88

2)From SBI 0.00 1.12

3)From SBI 0.00 2.20

4)From PNB 0.00 5.26

5)From ICICI 20.67 19.14

6)From SIDBI (FCTL, Windmill) 179.01 105.78

7)From SIDBI (FCTL, SEZ) 412.95 504.51

8)From HDFC 13.78 0.00

9)From Bank of Baroda 304.41 0.00

1343.27 664.88

Unsecured :

(a) Loans and advances :

Inter Corporate Loan 65.00 275.75

Total 1408.27 940.63

NOTE 5 : SHORT TERM BORROWINGS

(Rs. In Lacs)


As at 31.03.2012

Secured

Working Capital Loan:

From State Bank of India, Ujjain 1,653.25 -

(Secured by First Charge over entire current assets of the

company by way of Hypothecation of the Company's entire

stocks of Ujjain, Pithampur and Goa and goods in

transit/shipment and Book Debts & 2nd Charge over

Leasehold Land at 15-d Industrial area, Ujjain, M-9 II Phase

SEZ, Pithampur & Mandsaur- Windmill Project and also

Hypothication of Plant & Machineries. Also Guranteed by

the directors and their relatives and corporate guarantee of

M/s Padma Polytex India Pvt. Ltd.)

From Bank of Baroda, Ujjain 276.63 -

(Secured By Hypothecation of Stock and Book Debts of the

company and pari passu charge by way of hypothecation of

land and building of the transferor company, and its all

movable including plant and machinery, spares , tools &

accessories, office equipments, personal guarantee of

directors and relatives.)

(Secured By Hypothecation of Stock and Book Debts of the

company and 2nd Charge by way of Joint Equitable

Mortgage on the Immovable property at Ujjain unit of the

company. Also Guaranteed by the directors and their

relatives and corporate guarantee of M/s Ujjain Packaging

- 383.12

27

Pvt. Ltd.)

TOTAL 1929.88 383.12

Nature of Security and terms of repayment for Long Term secured borrowings:

Sr. No. Nature of Security Terms of Repayment

1a)

Term loan amounting to ` 22.25 Lacs (March 31,

2012: ` 33.35 lacs) is Secured By Hypothication of movable assets & extension of charge on immovable assets. Personal Guarantee by Directors & their relatives and Corporate Guarantee by Arpit Plastics Pvt Ltd.

Repayable in 54 monthly instalments commencing from Oct 2010. Last instalment due in April 2015. Rate of interest 11.00% p.a.*as at year end.

1b)

Term loan amounting to ` 4.63 (March 31, 2012:

` 15.74 lacs) is Secured By Hypothication of

movable assets & extension of charge on immovable assets. Personal Guarantee by Directors & their relatives and Corporate Guarantee by Arpit Plastics Pvt Ltd.

Repayable in 54 monthly instalments commencing from Feb 2009. Last instalment due in July 2013. Rate of interest 12.00% p.a.* as at year end.

1c)

Term loan amounting to ` Nil (March 31, 2012: ` 1.5 lacs) is Secured By extension of first mortgage and charge of all movable and immovable assets of Company at Ujjain Unit. Personal Guarantee by their relative of Director & Corporate Guarantee by Arpit Plastics Pvt Ltd.

Repayable in 25 Quarterly instalments commencing from June 2006. Last instalment due in June 2012. Rate of interest 9.50% p.a*. as at year end.

1d)

Term loan amounting to ` 58.36 (March 31, 2012:

` Nil) is Secured By hypothecation for charge over existing movable assets charged to SIDBI. Personal Guarantee by directors, Shareholder and Corporate Guarantee by Swati Commercial Pvt Ltd & Vyankatesh Securities Pvt Ltd.

Repayable in 36 monthly instalments commencing from Aug 2012. Last instalment due in July 2015. Rate of interest 13.25% p.a*. as at year end.

1e)

Term Loan amounting to ` 501.70 Lacs (March

31,2012 ` 635.50 Lacs) is Secured by first pari

passu charge of equitable Mortgage of land & Building of the transferor company and Hypothecation of its all movable, (Save and except book debts) Including the Movables, Plant, Machinery, Spares, tools & accessories, office equipments, Computers, furniture and fixtures, both present and future and hypothecation of its all the borrowers stock, raw material, semi finished and finished goods, consumables goods, book debts, Personal Guarantee by Directors & their relatives

Repayable in 69 monthly instalments commencing from April 2011. Last Instalment due in December, 2016. Rate of Interest 10.00% p.a.*

28

2

Term loan amounting to ` Nil (March 31, 2012: `

1.92 Lacs) is secured by specific and exclusive charge on asset acquired under the loan.

Repayable in 49 monthly instalments commencing from Nov 2009. Last instalment due in Dec 2013 Rate of Interest 13.75% p.a.*

3

Term loan amounting to ` 5.39 (March 31, 2012: `

7.47 Lacs) is secured by specific and exclusive charge on asset acquired under the loan.

Repayable in 32 monthly instalments commencing from August 2010. Last instalment due in May 2013. Rate of Interest 10.50% p.a.*

4

Term loan amounting to ` Nil (March 31, 2012: ` 10.66 Lacs) is secured by specific and exclusive charge on asset acquired under the loan.

Repayable in 15 quarterly instalments commencing from May 2009. Last instalment due in August 2013. Rate of Interest 14.00% p.a.*

5a)


2012: `32.76) is secured by specific and

exclusive charge on asset acquired under the loan.

Repayable in 35 monthly instalments commencing from August 2011. Last instalment due in June 2014. Rate of Interest 11.01% p.a. *

5b)


2012: `NIL) is secured by specific and exclusive

charge on asset acquired under the loan.

Repayable in 36 monthly instalments commencing from July 2012. Last instalment due in June 2015. Rate of Interest 11.99% p.a. *

5c)

Term loan amounting to `5.23 Lacs (March 31,

2012: ` NIL) is secured by specific and exclusive



5d)

Term loan amounting to Rs. 5.66 Lacs (March 31, 2012: Rs. NIL) is secured by specific and exclusive charge on asset acquired under the loan.


5e)


2012:` NIL) is secured by specific and exclusive


Repayable in 36 monthly instalments commencing from Feb 2013. Last instalment due in Jan 2016. Rate of Interest 10.85% p.a. *

6

Foreign Currency Term loan amounting to `227.85 Lacs (March 31, 2012:`130.20) is

secured on the entire movable and immmovable assets of Wind Mill Plant at Nandwel.

Repayable in 70 monthly instalments commencing from moratorium period of 6 months from the date of first disbursement. Rate of Interest 6% p.a.*

7

Foreign Currency Term loan amounting to `571.79 Lacs (March 31, 2012: `583.92) is

secured on the entire movable and immmovable assets of Pithampur Plant at Pithampur.

Repayable in 60 monthly instalments commencing from moratorium period of 12 months from the date of first disbursement. Rate of Interest 5% p.a. *

8

Term Loan amounting to `25.45Lacs (March

31,2012 `35.00 Lacs) is Secured by specific and exclusive charge on asset acquired under the loan.

Repayable in 36 monthly instalments commencing from May 2012. Last Instalment due in April, 2015. Rate of Interest 10.55% p.a.*

29

9a)

Term Loan amounting to ` 3.28Lacs (March

31,2012 ` 4.30 Lacs) is Secured by specific and

exclusive charge on asset acquired under the loan.

Repayable in 60 monthly instalments commencing from June 2011. Last Instalment due in May, 2016. Rate of Interest 12.75% p.a.*

9b)

Term Loan amounting to ` 362.13 Lacs (March 31,2012 ` Nil) is Secured by 1st Pari-Pasu charge

with SIDBI of the transferor company by way of Hypothecation of its all movable and immovable assets and Equitable Mortgage of office property situated at Flat No.101, Gold Star Building, M.G. Road, Indore. Personal Guarantee by Directors & their relatives.

Repayable in 66 monthly instalments commencing from Nov 2012. Last Instalment due in April, 2018. Rate of Interest 15.50% p.a.*

Note: Instalments amounting `485.43 falling due in respect of all the above Loans upto 31.03.2014 have been

grouped under “Current maturities of long-term Debts". *Rate of interest is without considering Interest Subsidy.

NOTE 6: TRADE PAYABLES (Rs. In Lacs)


As at 31.03.2012

Micro,Small and Medium Enterprises - -

Others 607.54 403.81

Total 607.54 403.81

Note: The details of amounts due to Micro, Small and Medium Enterprises disclosed on the basis of information available with the Company. NOTE 7: OTHER CURRENT LIABILITIES



(a) Current maturities of Long term Debts (Refer Note No. 4) 485.43

152.64

(b) Interest accrued but not due on Borrowings 3.61 2.37

(c) Security Deposit From Suppliers/Contractors 34.20 19.94

(d) Other Payables

-Capital Goods 134.34 222.85

-Statutory Dues 25.55

7.92

-Others

108.57

22.73

(e) Advance from Parties 58.36 -

Total 850.07 428.46

NOTE 8: SHORT TERM BORROWINGS



(a) Provision for employee benefits

30

-Gratuity (Refer Note 29 ) - 2.62

-Bonus

5.31 2.05

(b) Others

-Income Tax(Net of Advance tax ` 406.33, Previous

Year ` 237.88)

2.67 27.12

-Proposed Dividend

66.57 35.26

-Dividend Distribution Tax 10.80 5.72

Total 85.36 72.77

Note: The Board of Directors has recommended Dividend @6% of paid up Equity Shares for

the year ended 31st

March 2013 (Previous Year @5%)

Note 9: FIXED ASSETS

(Rs in Lakh)

Particulars Gross Block Accumulated Depreciation Net Block

Balance as at 1 April 2012

Additions on amalgamation (Refer to note 2)

Additions

Deduction / Adjustments

Balance as at 31.03.2013


Additions on amalgamation (Refer to note 2)

Depreciation/Amortization charge for the year

On disposals




a Tangible Assets

Freehold Land 15.27 0.00 0.00 0.00 15.27 0.00 0.00 0.00 15.27 15.27

Lease Hold Land 82.15 5.63 1.59 0.00 89.37 0.00 0.75 2.83 3.58 85.79 82.15

Buildings 166.21 738.78 979.28 0.00 1884.26 21.44 60.50 61.75 143.69 1740.58 144.77

Plant and Equipment 707.36 2168.36 2469.73 0.00 5345.46 163.17 514.62 449.39 0.00 1127.18 4218.28 544.19

Wind Mill 356.58 0.00 0.00 0.00 356.58 9.41 0.00 18.83 28.24 328.34 347.17

Furniture & Fixtures 8.90 52.74 18.70 0.00 80.33 2.62 8.44 5.03 0.00 16.09 64.24 6.27

Vehicles 177.30 45.49 45.55 8.63 259.71 47.49 2.44 25.37 2.47 72.83 186.89 129.82

Office equipment 13.70 19.59 1.19 0.00 34.48 4.59 5.36 2.84 0.00 12.80 21.69 9.11

Total 1527.47 3030.58 3516.04 8.63 8065.47 248.73 592.11 566.04 2.48 1404.40 6661.07 1278.75

b Intangible Assets

Patent 0.00 77.98 77.98 0.00 0.00 9.75 9.75 68.24 0.00

Software 11.92 1.39 2.95 16.26 3.59 0.19 2.64 6.41 9.85 8.33

Total 11.92 1.39 80.93 0.00 94.24 3.59 0.19 12.38 0.00 16.16 78.08 8.33

c Capital Work In Progress (SEZ) 1482.55 129.56 1482.55 129.56 0.00 0.00 0.00 129.56 1482.55

Total 1482.55 0.00 129.56 1482.55 129.56 0.00 0.00 0.00 0.00 0.00 129.56 1482.55

d Intangible assets under Development

Patents under Developme 61.42 16.56 77.98 0.00 0.00 0.00 0.00 0.00 0.00 61.42

31

nt

Total 61.42 0.00 16.56 77.98 0.00 0.00 0.00 0.00 0.00 0.00 0.00 61.42

Grand Total 3083.36 3031.97 3743.10 1569.16 8289.27 252.32 592.30 578.42 2.48 1420.56 6868.71 2831.05

Previous Year 1138.58 2004.15 59.36 3083.37 158.26 74.10 13.52 252.32 2831.05 980.32

Note: The Company has applied for transfer of Leasehold Land and Building at Goa with GIDC

which is yet to be transferred.

NOTE 10: Long Term Loans and Advances

Particular As at 31.03.2013 As at 31.03.2012


a. Capital Advances 155.23 9.07

(Unsecured, Considered Good)

b. Security Deposits

(Unsecured, Considered Good)

-Security Deposit for Land at Pithampur 6.00

6.00

-Security Deposit to MPAKVN 11.20

11.20

-MBEB Deposit 41.17

11.31

-Security Deposit (DIC) 0.01

0.01

-Commercial Tax Deposit 0.12 0.07

-Telephone Deposit 0.17 0.11

-Other 0.66 59.34 2.51 31.21

c. Other Loans & Advances

-Taxes Deposited Under protest 2.08 2.08 14.40 14.40

TOTAL 216.64 54.68

NOTE 11: OTHER NON CURRENT ASSETS



a.MAT Credit Receivable 71.67 0.00

b. Preliminary Expenses 7.05 6.38

Total 78.71 6.38

NOTE 12: INVENTORIES



a. Raw Materials and components 700.04 116.89

[In Transit Rs.84.26Lacs (Previous Year 35.19 Lacs)

b. Finished goods 1,149.42 398.72

c. Packing Material 95.11 4.07

d.Waste/ Scrap Material 8.21 103.31 0.02 4.09

32

Total 1,952.77 519.70

NOTE 13: TRADE RECIVABLES



Trade receivables outstanding for a period

exceeding six months from the date they are due for

payment :

Unsecured, considered good 72.25 63.96

Unsecured, considered Doubtful 5.96 3.63

Less: Provision for doubtful debts (5.96) 72.25 (3.63) 63.96

Others:

Unsecured, considered good 1,741.12 880.45

Total 1,813.37 944.41

NOTE 14: CASH & BANK BALANCES

Cash and cash equivalents As at 31.03.2013 As at 31.03.2012


a)Cash & Cash Equivalents

-Balances with banks 3.93 (16.98)

-Cash on hand 19.62 2.31

b) Other Bank Balances

-Margin money Deposits 90.00 60.00

-Security Deposits against borrowings 50.00 50.00

-Security Deposits against gurantees 54.02 5.77

Total 217.56 101.10

Note: 1) Other Bank Balances in the forms of Fixed Deposits include Deposit of Rs.54.02 Lacs

(Previous Year Rs.5.77 Lacs) with maturity of more than 12 Months.

2) The Negative Bank Balance represents Cheque issued in excess of balance in the Current A/c

NOTE 15: SHORT TERM LOANS & ADVANCES



(Unsecured, considered good)

a.Loans and advances to related parties (Refer

Note No 30.) NIL 21.54

b.Advance for Lease Rent 3.30 3.30

c.Advance to parties for Expenses 14.17 3.53

d.Advances to Employees 3.38 3.46

33

e. Advance to Creditors 72.64 0.00

Total 93.50 31.83

NOTE 16: OTHER CURRENT ASSETS

Particular

As at 31.03.2013 As at 31.03.2012


(Unsecured, considered good)

Accrued Interest on FDR 8.95 6.29

Accrued Income from Wind Mill 0.34 0.11

CENVAT Credit Receivable 218.20 163.56

VAT Credit Receivable 127.90 66.45

TDS Recoverable 3.55 3.55

DEPB Credit Receivable 24.23 6.29

Prepaid Expenses 8.71 2.12

Excise Duty Rebate 3.83 0.00

Service Tax Input Receivable (SEZ) 2.20 0.59

Total 397.91 248.95

NOTE 17: REVENUE FROM OPERATIONS

Particulars Year 2012-13 Year 2011 - 12


Sale of products 7648.62 4889.87

Less:

Sales Return

(40.06)

(21.09)

Other Discount 0.00 (3.68)

Total 7608.57 4865.10

Other operating revenues

-Scrap Sales 294.43 53.05

Total 7902.99 4918.15

Less: Excise duty

(683.01)

(34.89)

TOTAL 7219.98 4883.26

Details of Sales Products:

Class of Goods

Manufactured Goods*

Containers

Closures

Power

Total

NOTE 18:OTHER INCOME

5671.35

1209.12

45.08

6925.55

4327.61

502.49

0.11

4830.21

34

Particulars Year 2012-13 Year 2011 -

12


Interest Income

- From Bank 19.02 8.30

- From Others 13.14 22.41

Other non-operating income

Profit on Sale of Assets 0.00 0.83

-Insurance Claim 1.05 1.24

-Rental Income from Truck 15.00 9.00

-Discount Received 7.57 5.66

-VAT Refund/Sales Tax Refund 0.00 15.24

-Forward Booking Cancellation 0.00 0.84

-Interest Subsidy 89.83 2.26

-Net Foreign Exchange Fluctuation Income 2.57 0.00

-Others 10.13 0.16

Total 158.32 65.95

NOTE 19: COST OF MATRIAL CONSUMED

Particulars Year

2012-13

Year 2011 -

12


Raw Material

Opening Stock 116.89 179.50

Add: Acquired on amalgamation(Refer to Note 2) 198.41 0.00

Purchase 2988.85 2746.94

Expenses on Purchase 386.52 92.24

Less: Sales 101.69 76.41

Less: Closing Stock 700.04 116.89

2888.94 2825.39

Packing Material Consumed

Opening Stock 4.07 6.54

Add: Acquired on amalgamation(Refer to Note 2) 7.63 0.00

Purchase 894.43 385.45

Less: Closing Stock 95.11 4.07

811.03 387.92

Total 3699.97 3213.30

NOTE 20: Changes in inventories of finished goods work-in-progress and Stock-in-Trade


12


Opening Stock

35

-Finished Goods 398.74 346.61

Add: Acquired on amalgamation(Refer to Note 2) 98.93

Closing Stock

-Finished Goods 1157.63 398.74

Total (659.97) (52.13)

NOTE 21: EMPLOYEE BEBEFITS EXPENSES


12


Salaries, Wages, Gratuity and Bonus(Refer Note No 29) 375.79 181.53

Contribution to Provident and other Funds 15.93 4.12

Staff Welfare Expenses 1.96 4.92

Total 393.69 190.56

Note:Salaries, Wages and Bonus amount includes Director's Remuneration of Rs.43.85 Lacs

(Previous Year Rs.39.00 Lacs)

NOTE 22: FINANCIAL COST


12


Interest expense 290.21 61.80

Other borrowing costs 43.80 12.50

Net Loss on Currency Fluctuation and transalation

(2.20) 2.20

Total 331.81 76.49

NOTE 23: OTHER EXPENSES


12


MANUFACTURING EXPENSES

Generator Running Expenses 2.89 3.35

Factory Maintenance Exp 11.01 3.74

Machinery Maintenance Exp 95.65 25.72

Power Expenses 400.70 106.46

Laboratory Exp 4.15 0.35

Water Charges 2.25 0.30

Total I 516.64 139.91


12


36

ADMINISTRATIVE AND OTHER EXPENSES

Consultancy Charges 15.06 18.90

Auditors' Remuneration 0.85 0.40

Internal Audit Fees 0.25 0.25

Building Maintenance 4.32 5.47

Vehicle Running Exp. 17.47 8.73

Electric Expenses 8.55 2.24

Legal Expenses 11.17 2.14

Office Expenses 8.67 4.13

Postage And Telegramme 3.13 2.75

Security Expenses 11.06 0.99

Stationery And Printing 10.24 2.69

Telephone And Internet Exp. 7.99 4.28

Travelling Expenses 40.93 18.05

Books And Periodicals 0.09 0.05

Computer & Software Maintenance 4.85 2.20

Donation /Charity 1.17 0.55

Insurance Exp. 59.74 5.24

Vehicle Maintenance Exp. 2.52 0.48

Refreshment Exp. 2.60 0.91

Vat & Cst & Entry Tax Demand 0.00 0.03

Foreign Legal Services 25.92 8.20

Gardening Exp 0.27 0.05

Visitors Exp 6.39 0.67

Property Tax 1.02 0.19

Professional Tax 0.05 0.03

Service Tax 3.63 1.12

Tata Magic Running Exp 0.00 0.11

Lease Rent 3.92 0.18

Preliminary Expenses Written off 2.87 1.95

Director Sitting Fees 0.70 0.64

Provision for Doubtful Debts 2.33 3.63

Net Loss on Currency Fluctuation and transalation - 5.13

(other than considered as Finance Cost)

Total II 257.77 102.38


12


SELLING AND DISTRIBUTION

Commission On Sales/ DEPB 111.31 107.89

Freight Outward 60.19 48.68

Detention Charges 1.29 0.00

Discount allowed 6.65 15.33

Sales Promotion Expenses 0.46 0.00

37

Warehouse Rent 2.52 2.02

Advertisement & Exhibition Charges 21.57 20.78

Total III 203.98 194.69

Grand Total (I+II+III) 978.39 436.98

Note 24: Exceptional & Prior Period Item

Particulars Year 2012-

13

Year 2011 -

12


Prior Period Expenses 9.46 33.85

Loss on Sale of Assets 0.95 19.75

Mat Credit Available (13.83) 0.00

Prior Period Income (0.37) 0.00

Total -3.79 53.60

Note 25:Details of Payment to Auditors -


13

Year 2011 -

12


a) Audit Fee 0.85 0.40

b) Taxation Matters 0.10 0.05

c) Others 0.10 0.05

Total 1.05 0.50

Note 26:Value of imports (including in-transit) calculated on C.I.F. basis in respect of-


13

Year 2011 -

12


a) Raw Materials 1220.24 589.01

b) Capital Goods 926.53 121.05

Total 2,146.77 710.06

Note 27:Expenditure in Foreign Currency on account of-


13

Year 2011 -

12


a) Consultancy charges 25.92 8.20

b) Foreign travel exp 2.15 1.37

c) Exhibition 9.35 8.45

Total 37.42 18.02

Note 28:Earnings in Foreign Currency-

38

Particulars Year 2012 -

13

Year 2011 -

12


(i) Export of goods calculated on FOB basis 29.84 0.73

Total 29.84 0.73

Note 29 : Disclosures pursuant to Accounting Standard-15 “Employee Benefits”

The Liability towards short term employees benefits for the year ended 31st March 2013 has

been recognised in the Statement of Profit & Loss.

Defined Contribution Plan

Contribution to Defined Contribution Plans, recognised as expenses for the year is as under:


12


a)Employer's Contribution to Provident Fund

9.01 3.07

b)Employer's Contribution to ESIC 3.15 1.05

Total

12.16 4.12

Defined Benefit Plan

The employees Gratuity Fund Scheme manage by a Trust (Life Insurance Corporation of India)

Application for registration of trust is made which is pending with the Income tax Department.


12


a) Gratuity 3.42 2.77

Total

3.42

2.77

The obligation for Leave Encashment is recognised on Payment Basis.

Note 30 : Related Party Disclosures

Related party disclosures

1. Relationships :

a)Key Management Personnel

Mr. Anand Bangur

Mr. Vishnu Jajoo

Mr. Anurag Somani

Mr. Arpit Bangur

Mr. Rajneesh Jain

Mr. Gautam Sharma

Mr. K.K.Singh

b)Relatives of KMP

Mrs. Divya Jain

Mrs. Shalini Sharma

39

Mrs. Veena Somani

Mrs. Shweta Jajoo

Mr. B.S.Jajoo

c) Other Related Parties

M/s Shriniwas Containers & Closures Pvt. Ltd.

M/s Tirupati Corrugators

M/s Shree Packers

M/s Arpit Plastics Pvt Ltd.

M/s Padma Polytex Pvt. Ltd.

M/s Arpit Real Estate Developers Pvt Ltd.

M/s Shree Malwa Plastics Packaging Cluster Pvt Ltd

M/s Shri Balaji Packaging

M/s Betar Step Trading Pvt Ltd

M/s Shriniwas Polyfabrics & Packwell Pvt Ltd

M/s Baldeo Mangilal

M/s Sushen Remedies Pvt. Ltd.

M/s Vyanktesh Plastics & Packaging Pvt Ltd

M/s Shree Suppliers

M/s Shree Containers

Note : Related party relationship is as identified by the Company and relied upon by the Auditors.

2. Transactions carried out with related parties referred in 1 above, in ordinary course of

business:

( `in lakhs)

Nature of transaction Related Parties

Referred(a) Referred(b) Referred(c)

Purchases

Goods & material - - 994.92

Sales

Material - - 209.74

Expenses

Commission on Sales - - 121.36

Interest - - 5.21

Salary, Director Remuneration 56.90 16.00 -

Mould Maintenance 65.00

Income

Interest 4.30

3. Disclosure in respect of material transactions with related parties during the year.


12


Purchases

Goods & Material

40

1) Arpit Plastics 123.67 35.19

2)Padma Polytex India Pvt Ltd 159.41 89.59

3)Shree Packers 36.43 0.00

4)Vyanktesh Plastics & Packaging Pvt Ltd 88.86 0.00

5)Shree Suppliers 64.05 0.00

6)Shree Containers 70.36 0.00

7)Tirupati Corrugators 452.14 281.65

Total 994.92 406.43

Sales (Material)


Total 209.74 26.54

Expenses

Commission on Sales


2)Padma Polytex 68.95 69.98

Total 121.36 118.77

Interest Expenses

1) Arpit Real Estate Developers Pvt Ltd 0.01 0.00

2) Shriniwas Polyfabrics & Packwell Pvt Ltd 0.70 0.00

3) Baldeo Mangilal 4.50 0.00

Total 5.21 -

Expenses

Mould Maintenance


Total 65.00 22.06

Salary, Director Remuneration

a)Salary ,Director Remuneration to KMP

1) Anand Bangur 24.00 24.00

2)Vishnu Jajoo 15.00 15.00

3)Krishna Kant Singh 3.25 1.80

4) Gautam Sharma 4.90 3.00

5) Rajnish Jain 4.90 3.00

6)Anurag Somani 4.85 0.00

Total 56.90 46.80

b)Relatives of KMP

1)Divya Jain 2.00 1.80

2)B.S.Jajoo 2.40 0.00

3)Shweta Jajoo 3.00 0.90

4) Arpit Bangur 3.00 0.00

5)Shalini Sharma 2.00 1.80

6)Veena Somani 3.60 2.70

Total 16.00 7.20

41

Interest Income


2) Shree Malwa Plastics Packaging Cluster Pvt Ltd 1.69 0.00

Total 4.30 1.70

Note 31: The Company has acquired Lease hold land along with Building, Plant& Machinery,

Furniture & Fixture, Electrical Installation situated at Goa Industrial Estate from M/S Season

Polymers India Pvt Ltd for total consideration of Rs. 470.00 Lacs. After renovation, commercial

production of HDPE Containers has been started in the month of August 2012. Further, the

company has also commissioned the plant at SEZ Zone, Pithampur for manufacturing of HDPE

Containers. The production of which has been commenced in the month of May 2012.

Note 32 : Contingent Liability

Contingent liabilities and commitments (to the extent not provided for)

1. Contingent Liabilities

Claims against the Company / Disputed Liabilities not

acknowledged as debts ( to the extent Not Provided For)

Year 2012-13 Year 2011 -

12


1. Income Tax Matters* 0.75 10.84

2. Sales Tax Matters NIL 9.65

3. Property Tax under protest of SEZ Unit 1.33 NIL

4. Bank Guarantee by transferor company 1211.70 NIL

* The Income Tax Department has issued Notice U/S 276 B of the Income Tax Act for delayed

payment of certain TDS relevant to the Financial Year 2009-10 & 2010-11. The Company has made

application with Appropriate Authority for compounding of said Default. The matter is yet to be

decided and hence corresponding liabilities on this account is not ascertainable at this stage.

2. Commitments

Estimate amount of Contracts remaining to be executed on capital

account

150.72 34.12

Note 33: DETAIL OF EARNING PER SHARE


12


A) Net Profit after tax available to Equity Shareholder

1373.39 631.79

B) Weighted average number of Basic Shares ` 10 each outstanding

during the year (No of Shares)

11095050 6342898

C) Weighted average number of Diluted Shares ` 10 each

outstanding during the year (No of Shares)

11095050 6342898

D) Basic Earning per share 12.38 9.96

E) Diluted Earning per share 12.38 9.96

42

Note 34: The previous year figures have been regrouped and rearranged wherever necessary.

Further, in view of the amalgamation of Shriniwas Containers and Closures Pvt. Ltd with the company

with effect from 1st April 2012, the figures for the current year are not comparable with those of the

previous year.

Note 35: Significant accounting policies and practices adopted by the Company are disclosed in the

statement annexed to these financial statements as Annexure I.

ANNEXURE I- SIGNIFICANT ACCOUNTING POLICIES

ANNEXURE "I” SIGNIFICANT ACCOUNTING POLICIES :

(Annexed to and forming part of the Financial Statements for the Year ended 31st March,2013)

i) BASIS OF ACCOUNTING :

The financial statements are prepared under the historical Cost Convention, in accordance with the generally accepted accounting principles in India and the provisions of the Companies Act,1956.

ii) USE OF ESTIMATES : The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which the results are known/materialized

iii) TANGIBLE ASSETS : 1) Tangible assets are stated at cost of acquisition or construction (net of CENVAT

credit/Value Added Tax) less accumulated depreciation and amortisation. All cost relating to the acquisition and installation of tangible assets are capitalised and include borrowing cost directly attributable to construction or acquisition of tangible assets, upto the date the asset is put to use.

2) Machine spares which are specific to a particular item of tangible assets and whose use is expected to be irregular are capitalised.

3) Losses arising from retirement of and gain or losses arising from disposal of tangible assets which are carried at cost recognized in the statement of Profit and Loss.

iv) INTANGIBLE ASSETS : Intangible assets are stated at cost of acquisition net of recoverable taxes less accumulated amortization/depletion. All costs, including financing cost till commencement of commercial production, net charges on foreign exchange contract and adjustment arising from exchange rate variation attributable to the intangible assets are capitalised.

v) DEPRECIATION AND AMORTISATION : 1) Depreciation on fixed assets is provided as per the rates specified in the Schedule XIV of

the Companies Act, 1956 on the pro-rata basis. 2) Cost of Lease hold land is amortised over the period of lease. 3) Intangible assets are amortised over their estimated economic life not exceeding ten years.

vi) RECOGNITION OF INCOME AND EXPENDITURE:

1) Revenues/Incomes and Costs/Expenditure are generally accounted on accrual, as they are earned or incurred.

2) Sale of Goods is recognised on transfer of significant risks and rewards of ownership which is generally on the dispatch of goods.

3) Subsidy received from the Government is accounted for on cash basis. vii) INVENTORIES :

43

Inventory of Raw Material is valued at cost (net of Excise Duty) or net realizable value whichever is lower and Finished Goods and Semi-Finished Goods are valued at Average cost(net of Excise Duty) or net realizable value whichever is lower. Wastage/scrap is valued on net realizable value.

viii) FOREIGN CURRENCY TRANSACTION: 1) Transaction denominated in foreign Currencies are recorded at the exchange rate

prevailing on the date of the transaction or that approximates the actual rate at the date of the transaction.

2) Monetary items denominated in foreign currencies at the year end are restated at year end rates. In case of items which are covered by forward exchange contracts, the difference between the year end rate and rate on the date of the contract is recognized as exchange difference and the premium paid on forward contracts is recognized over the life of the contract.

3) Non monetary foreign currency item are carried at cost. 4) Any income or expense on account of exchange difference either on settlement or on

translation is recognized in the Profit and loss account except in case of long term liabilities, where they relate to acquisition of fixed assets, in which case they are adjusted to the carrying cost of such assets.

ix) EMPLOYEES BENEFITS: Short term employee benefits: All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee benefits. Benefits such as salaries, performance incentives etc are recognized as an expense at the undiscounted amount in the Profit and Loss Account of the year in which the employee renders the related service. Post Employment Benefits: Defined Contribution Plan: Payment made to defined contribution plan such as Provident fund are charged as an expense in the Profit and Loss Account as they fall due. Defined benefits Plans: Gratuity: The company provides for gratuity, a defined Plan (The Gratuity Plan) covering eligible employees in accordance with the payment of Gratuity Act,1972 which are administrated through Life Insurance Corporation (LIC) and the trust which is administered by the trustee. Other Long Term employees benefits: Other Long Term employees benefits viz. leave encashment are recognized as an expense in the Profit and Loss Account as and when it accrues.

x) BORROWING COST Borrowing Cost that is attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets, upto the date the asset is ready for its intended use. All other borrowing cost is recognized as an expense in the period in which they are incurred.

xi) PROVISION FOR CURRENT AND DEFERRED TAX: Provision for current tax is made after taking consideration benefits admissible under the provisions of the Income Tax Act,1961. Deferred Tax resulting from “Timing Difference” between taxable and accounting income is accounted for using the tax rates and laws that are enacted or substantively enacted as on the Balance Sheet date. Deferred Tax asset is recognized and carried forward only to the extent that there is a virtual certainty that the asset will be realized in future.

xii) PROVISONS, CONTINGENT LIABILITES AND CONTINGENT ASSETS: Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statement.

xiii) PRELIMIMARY EXPENSES: Preliminary expenses are amortized over a period of Five Years.

44

CAPITAL STRCUTURE

The Capital Structure of the Company

Particulars No. of Securities Aggregate Nominal value ( in Rs.)

Authorized Share Capital

2,40,00,000 Equity Shares of Rs 10/- each

2,40,00,000 24,00,00,000

Issued , subscribed and Paid up capital

2,30,45,780 Equity shares of Rs. 10/- each

2,30,45,780 23,04,57,800

The Security premium Account of the company

Particulars Security Premium Account (Rs in.Lacs)

Cumulative Security Premium

( Rs in Lacs)

3,000 Equity shares Allotted on March 19, 2005 At a premium of Rs 10/- per share

0.30 0.30

2,00,000 Equity shares Allotted on March 21, 2005 At a premium of Rs 10/- per share

20.00 20.30

3,00,000 Equity shares Allotted on October 1, 2005 At a premium of Rs 10/- per share

30.00 50.30

1,00,000 Equity shares Allotted on March 30, 2012 At a premium of Rs 290/- per share

290.00 340.30

Less : utilized for issue of Bonus Shares on August 24, 2011

(50.30) 290.00

Transfer of Share premium Account from transferor company on amalgamation

678.90 968.90

Details of the Existing Share Capital :

Date of Allotment/ Fully Paid Up

No. of Equity Shares Allotte

d

Face

Value

(Rs)

Issue

Price

(Rs)

Consideration

Remarks Cumulative No.

of Equity Shares

Cumulative Paid

up Share Capital

(` in Lakhs)

Cumulative Share Premium

(` in Lakhs)

18/07/1996

200 10 10 Cash Subscribers to Memorandum

200 0.02 N.A.

10/12/2002

9800 10 10 Cash Further Allotment

10000 1 N.A.

10/10/2003


437500 43.75 N.A.

31/12/2004


496550 49.655 N.A.

19/03/2005


499550 49.955 0.3

21/03/2005


699550 69.955 20.3

01/10/2005


999550 99.955 50.3

24/08/2011

9995500 10 N.A. Consideration other than cash

Bonus Issue (in ratio of 1: 10)

10995050 1099.505 NIl

45

30/03/2012


11095050 1109.50 290.00

01/10/2013

11950730

10 10 Consideration other than cash*

Further Allotment

23045780 2304.58 968.90#

Note 1 Shriniwas Containers and Closures private limited ( Transferor Company ) was merged with Shriji Polymers ( India) Limited ( Transferee Company) under section 391 to 394 of the companies Act,1956 w.e.f May 28, 2013. *Allotment of shares to shareholders of transferor company on amalgamation under section 391 of the Companies Act,1956. # The share premium account of Transferor company has been added in the Security premium Account of Transferee company.

A. Capital built up of the Promoter’s Share holding in our company.

Name of the Promoter

Date of Allotment / Transfer and made fully paid

Nature of Allotment, Bonus, Rights, Gift (Transfer) etc

No. of Shares

Cumulative No. Shares

Face Value (`)

Issue/ Transfer Price (`)

Consideration

% of Paid Up Capital

Lock-in period

Mr. Anand Bangur

19/03/2005

Allotment 3000 3000 10 10 Cash

0.01

30/03/2006

Transfer 90000 93000 10 1 Cash 0.39

09/04/2007

(Transfer) (78000) 15000 10 1 Cash -0.34

20/06/2009

Transfer 51500 66500 10 0.50 Cash 0.22

31/03/2011

Transfer 1650 68150 10 100 Cash 0.01

09/08/2011

Gift 215650 283800 10 N.A. N.A. 0.94

24/08/2011

Bonus 789118 1072918 10 N.A. N.A. 3.42

24/08/2011

Bonus 2048882 3121800 10 N.A. N.A. 8.89

3 Years

19/03/2012

Transfer 526240 3648040 10 1 Cash 2.28

3 Years

01/10/2013

Allotment pursuant to scheme of Amalgamation

1374240 5022280 10 N.A. N.A.

5.96

3 Years

Total 5022280 21.79

Mr. Vishnu Jajoo

31/12/2004

Allotment 12000 12000 10 10 Cash

0.05

20/06/2009

Transfer 30000 42000 10 0.50 Cash 0.13

09/08/2011

Gift 31510 73510 10 N.A. N.A. 0.14

24/08/2011

Bonus 105735 179245 10 N.A. N.A. 0.46

46

24/08/2011

Bonus 629365 808610 10 N.A. N.A. 2.73

3 Years

01/10/2013

Allotment pursuant to scheme of Amalgamation

30429

839039 10 N.A. N.A. 0.13 3 Years

Total 839039 3.64

1. Details of shareholding pattern of Our Company The shareholding pattern of our Company as prescribed under clause 34 of the Listing Agreement

Category Code

(I)

Category of Shareholder

(II)

No. of Shareholders

(III)

Total of No. of shares

(IV)

No. of Shares held in

Dematerialized form (V)

Total Shareholding as a % of total no of

shares

Shares pledged or otherwise

encumbered

As a % of

(A+B) (VI)

As a % of

(A+B+C) (VII)

No. of Shares

(VIII)

As a % (IX)=

(VIII)/(IV)*100

(A) Promoter and Promoter Group

(1) Indian

(a) Individuals/HUF 11 1,48,08,657 Nil 64.25 64.25 Nil Nil

(b) Central Government/ State Govt(s)

Nil Nil Nil Nil Nil Nil Nil

(c) Bodies Corporate 9 82,37,123 Nil 35.75 35.75 Nil Nil

(d) Financial Institutions/Banks


(e) Any Other (specify)


Sub-Total (A)(1) 20 2,30,45,780 Nil 100.00 100.00 Nil Nil

(2) Foreign Nil Nil

(a) Individuals (Non- Resident Individuals/ Foreign Individuals)


(b) Bodies Corporate Nil Nil Nil Nil Nil Nil Nil

(c) Institutions Nil Nil Nil Nil Nil Nil Nil

(d) Any Other (specify)


Sub-Total (A)(2) NIL Nil Nil Nil Nil Nil Nil

Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)

20 2,30,45,780 Nil 100.00 100.00 Nil Nil

(B) Public Shareholding

(1) Institutions Nil Nil

(a) Mutual Funds/UTI Nil Nil Nil Nil Nil Nil Nil

(b) Financial Nil Nil Nil Nil Nil Nil Nil

47

Institutions/Banks

(c) Central Government/State Government(s)


(d) Venture Capital Funds


(e) Insurance companies


(f) Foreign Institutional Investors


(g) Foreign Venture Capital Investors


(h) Any Other (specify)


Sub Total (B) (1) Nil Nil Nil Nil Nil Nil Nil

(2) Non Institutions

(a) Bodies Corporate Nil Nil Nil Nil Nil Nil Nil

(b) Individuals- (i) Individual

shareholders holding nominal share capital up to `

1 lakh. (ii) Individual

shareholders holding nominal share capital in excess of ` 1 lakh

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

(c) Any other (specify)


Sub-Total (B)(2) Nil Nil Nil Nil Nil Nil Nil

Total Public Shareholding (B)= (B)(1)+(B)(2)


Total (A)+(B) 20 2,30,45,780 Nil 100.00 100.00 Nil Nil

(C) Shares held by Custodians and against which the depository receipts have been issued


(i) Promoter and Promoter Group


(ii) Public Nil Nil Nil Nil Nil Nil Nil

GRAND TOTAL (A)+(B)+(C)

20 2,30,45,780 Nil 100.00 100.00 Nil Nil

48

PROPERTY Description of Properties of Company are set forth below: Registered Office: Our Registered Office is located at, 15D, Industrial Area, Maxi Road, Ujjain - 456010, Madhya Pradesh, India. Details of the property owned by the company : Freehold properties

Particulars Details

Name of the Seller Suzlon Gujarat Wind Park Limited

Description of the Property Survey No 367/2/1, Gram Nandvel, Tehsil Daloda, Dist Mandsor.

Date of Agreement February 9, 2012

Usage Windmill project

Area (Appx.) 2500 Sq.Mt.

Consideration Rs. 2,12,500

Leasehold Properties

Particulars Details

Name of the lessor District Trade and Industries Centre, Ujjain

Description of the Property 15/B 15/F Industrial Maxi Road, Ujjain

Date of Agreement June 29,2005

Usage Manufacturing of Plastic Articles

Area (Appx.) 14704 Sq. Ft.

Consideration ( premium and Rent)

Premium Rs 22644 and Rent Rs 226 per year with a condition to enhance the rent by not more than 25 % of the rent fixed for the preceding 10 years on the expiry of 10 years from the date of execution and subsequently intervals of 10 years.

Period 30 Years up to June 28, 2035

Particulars Details

Name of the lessor M.P Audyogik Kendra Vikas Nigam Limited, Indore

Description of the Property Plot No. M-9,Special Economic Zone Phase-II, (Misc Zone), Tehsil Dhar, Dhar District (M.P.)

Date of Agreement April 27, 2010

Usage Manufacturing unit of CT CAP, CR CAP,HDPE BOTTLES

Area (Appx.) 10,000 Sq.Mts.


Premium of Rs 80,00,000 lacs and Rent of Rs 2,00,000 per year with a condition to enhance the rent by not more than 25 % of the rent fixed for the preceding 10 years on the expiry of 10 years from the date of execution and subsequently intervals of 10 years.

Period 30 Years up to April 26, 2040

Particulars Details

Name of the Lessor District Trade and Industries Centre , Ujjain

Description of the Property 15/D Industrial Maxi Road, Ujjain

Date of Agreement January 20, 2005

Usage Manufacturing of Plastic container and Plastic Articles

Area (Appx.) 10000 Sq. Ft.


Premium Rs 15400 and Rent Rs 154 per year with a condition to enhance the rent by not more than 25 % of the rent fixed for

49

the preceding 10 years on the expiry of 10 years from the date of execution and subsequently intervals of 10 years.

Period 30 Years up to January 19,2035

Particulars Details

Name of the Lessor The Goa, Daman and Diu Industrial Development Corporation

Name of the vendor Seasons Polymers Private limited

Description of the Property Plot No 5,6,17 and 18, Kundaim Industrial Estate, Survey no 28,Village Bhoma, Taluka Ponda, District North Goa

Date of Agreement *July 13, 2012

Usage Industrial Use

Area (Appx.) 2433 Sq.Mt. with building, plant and machinery and furniture and fixtures


Rs 4,70,00,000 and

Rent Rs 1002 per year for plot No 18

Rent Rs 2361 per year for plot No 5

Rent Rs 1374 per year for plot No 6 and 17

Period Period of 90 years from 08.09.1989 for plot No.18,5,6 and 17

*The lease deed in favour of company is yet to be completed.

Particulars Details

Name of the lessor District Trade and Industries Centre, Ujjain

Description of the Property Plot no 8/P and 9/P, Industrial Maxi Road, Ujjain

Date of Agreement *March 25,2008

Usage Manufacturing of HDPE containers and Closures

Area (Appx.) 10120 Sq.Mt.


Premium Rs 297781 and Rent Rs 2978 per year with a condition to enhance the rent by not more than 25 % of the rent fixed for the preceding 10 years on the expiry of 10 years from the date of execution and subsequently intervals of 10 years.

Period 30 Years up to February, 2038

*The lease deed was executed in favour of Shriniwas Containers and Closures Private Limited (SCCPL)and SCCPL has been amalgamated with Shriji Polymers (India) Limited w.e.f. May 2 ,2013. The General Manager, District Trade and Industries Centre, Ujjain has granted permission for transfer of lease deed in favour of Shriji Polymers ( India) limited with certain terms and conditions to be fulfilled vide permission dated November 21, 2013 bearing Ref no DTICU/Advk /2013/8244.

50

SECTION - II

RISK FACTORS INTERNAL RISK FACTORS

1. If we fail to comply with regulations prescribed by governments and regulatory agencies, our business, results of operations and financial condition could be adversely affected. We operate in a highly regulated industry, and our operations are subject to extensive regulation in each market in which we do business. Regulatory authorities in many of these markets must approve our products before we or our distribution agents can market them, irrespective of whether these products are approved in India or other markets. Applicable regulations have become increasingly stringent, a trend which may continue in the future. The penalties for non-compliance with these regulations can be severe, including the revocation or suspension of our business license and the imposition of fines and criminal sanctions in those jurisdictions. We have ongoing duties to regulatory authorities, such as the master file by USFDA and CANADIAN, both before and after a product‟s commercial release. Regulatory agencies may at any time reassess our manufacturing facilities or the efficacy of our products based on newly developed scientific knowledge or other factors. For example, our facilities and products are subject to auditing processes by various regulators, including the USFDA. If such audits or other reassessments result in warnings or sanctions, the relevant regulator may amend or withdraw our existing approvals to manufacture and market our products in such relevant jurisdiction, which could adversely affect our business, financial condition and results of operations. If we fail to comply with applicable statutory or regulatory requirements, there could be a delay in the submission or grant of approval for marketing new products. Moreover, if we fail to comply with the various conditions attached to such approvals, licenses, registrations and permissions once received, the relevant regulatory body may suspend, curtail or revoke our ability to market such products. In India and many of the international markets in which we sell our products, the approval process for a new product is complex, lengthy and expensive. The time taken to obtain approvals varies by country but generally takes between six months and several years from the date of application. If we fail to obtain such approvals, licenses, registrations and permissions, in a timely manner or at all, our business, results of operations and financial condition could be adversely affected.

We are also subject to a broad range of safety, health, environmental, labor, workplace and related laws and regulations in the jurisdictions in which we operate, which impose controls on the disposal and storage of raw materials, noise emissions, air and water discharges, on the storage, handling, discharge and disposal of chemicals, employee exposure to hazardous substances and other aspects of our operations. For example, local laws in India limit the amount of hazardous and pollutant discharge that our manufacturing facilities may release into the air and water. The discharge of raw materials that are chemical in nature or of other hazardous substances into the air, soil or water beyond these limits may cause us to be liable to regulatory bodies or third parties. In addition, we may be required to incur costs to remedy the damage caused by such discharges, pay fines or other penalties for non-compliance. Complying with, and changes in, these laws and regulations may increase our compliance costs and adversely affect our business, prospects, results of operations and financial condition. We are also subject to the laws and regulations governing relationships with employees in such areas as minimum wage and maximum working hours, overtime, working conditions, hiring and termination of employees, contract labor and work permits. Our business is also subject to, among other things, the receipt of all required licenses, permits and authorizations including local land use permits, manufacturing permits, building and zoning permits, and environmental, health and safety permits. Changes or concessions required by regulatory authorities could also involve significant costs and delays which could adversely affect our financial condition and results of operation. In countries where we have limited experience, we are subject to additional risks related to complying with a wide variety of local laws, including restrictions on

51

the import and export of certain intermediates, drugs, technologies and multiple and possibly overlapping tax structures. Further, regulatory requirements are still evolving in many markets and are subject to change and as a result may, at times, be unclear or inconsistent. Consequently, there is increased risk that we may inadvertently fail to comply with such regulations, which could lead to enforced shutdowns and other sanctions imposed by the relevant authorities, as well as the withholding or delay in receipt of regulatory approvals for our new products.

2. Any manufacturing or quality control problems may damage our reputation for high quality products and expose us to litigation or other liabilities, which could adversely affect our financial results.

Pharmaceutical manufacturers are subject to significant regulatory scrutiny in many jurisdictions. We own and operate manufacturing facilities in India and manufacture products in, these facilities in accordance with current good manufacturing practices (“cGMP”) stipulated by the USFDA. We are also required to meet various quality standards and specifications for our customers under our supply contracts. Furthermore, we are liable for the quality of our products for the entire duration of the shelf life of the product. After our products reach the market, certain developments could adversely affect demand for our products, including the re-review of products that are already marketed, new scientific information, greater scrutiny in advertising and promotion, the discovery of previously unknown side effects or the recall or loss of approval of products that we manufacture, market or sell. Disputes over non-conformity of our products with quality standards or specifications are generally referred to independent testing laboratories, which generally, or unless the contract specifies, the customer, makes a final decision. If any independent laboratory confirms that our products do not conform to the prescribed or agreed standards and specifications, we would bear the expenses of replacing and testing such products, which could adversely affect our business, results of operations and financial condition.

3. Our Company does not have any long-term agreements with majority of its clients which may have a material adverse effect on our business, results of operations and financial condition. Our Company has been dealing with some of our clients for several years. However, we do not have any long term agreements with these clients. Although, we lay a strong emphasis on quality, timely delivery of our products and personal interaction by the top management with the clients, they do not have any obligation to place orders with us, they may either cancel, reduce or delay their orders which could have a material adverse effect on our business, result of operations and financial condition. However, the product requires stringent FDA compliance adherence in normal circumstances, the clients generally continues with the existing supplier of the product and rather there are chances of business enhancement with new approvals received from existing clients.

4. Raw materials constitute a significant percentage of our Company‟s total expenditure. Any material increase in the prices of raw material or any shortfall in its supply could have a material adverse affect on our Company's business and financial condition. Raw materials like HDPE and Master Batch (MB) constitute a significant percentage of the total expenditure of our Company. Although the impact of cost of raw materials is entirely passed on to our clients, any increase in the price of these raw materials, which our Company is unable to pass on the impact of, would have a material adverse effect on our Company„s business and financial condition. Further, any material shortage or interruption in the supply of these raw materials due to natural causes or other factors may also adversely affect our Company„s business and financial condition and reputation as the timely delivery of the product is the part of the agreement..

52

5. Any inability to manage our growth could disrupt our business, results of operations and financial condition. We have experienced significant growth in recent years. Our Net Sales grew at an annual growth rate of 49.08%, 25.59% and 21.75% during Fiscal 2013, 2012 and 2011, respectively in Indian Rupee terms. We expect our future growth to place significant demands on both our management and our resources. This will require us to continuously evolve and improve our operational, financial and internal controls across the organisation. In particular, continued expansion increases the challenges we face in:

adhering to our high quality and process execution standards;

maintaining high levels of customer satisfaction;

ability to successfully implement our strategy, growth and expansion plans; and

ability to retain appropriate personnel. If we are unable to manage our growth it could have an adverse effect on our business, results of operations and financial condition.

6. Our manufacturing units are not owned by us. Disruption of our rights to use these properties may adversely effect our manufacturing operations and our business. Our manufacturing units are on properties taken on leave & license basis or lease basis. Our properties are situated at (Unit I) 15/B 15/F 15 D Industrial Area Maxi Road, Ujjain, Unit II-Plot No. M-9, Special Economic Zone Phase-II,(Misc Zone), Tehsil Dhar, Dhar District (M.P.), Unit III- 8, Kundaim Industrial Estate, Survey no 28,Village Bhoma, Taluka Ponda, District North Goa are taken on leasehold basis from governmental bodies/authorities. However, disruption of our rights to use the properties or termination of the agreements or a failure to renew these agreements on the same terms or terms favourable to us or at all, may adversely effect our manufacturing operations and, consequently, our business.

7. The loss of or shutdown of operations at our manufacturing units could have a material adverse effect on our business, financial condition and results of operations. We own and operate four manufacturing units located across various states to carry out our manufacturing activities. Our plants are subject to operating risks, such as shutdowns due to the breakdown or failure of equipment, power supply or processes, performance below expected levels of output or efficiency, adequate utilization rates, obsolescence of equipment, industrial accidents or any other reason and the need to comply with the directives and applicable regulations. Although, we have had no such occurrences in the past and we take precautions to minimize the risk of any significant operational problems at our facilities, the occurrence of any of the aforementioned operating risks could significantly affect our business, financial condition and results of operations.

8. Our success depends largely on our senior management and key managerial personnel and our ability to attract and retain them. We are highly dependent on the senior management and key managerial personnel of our Company. Our future performance will be affected by the lack of continued service of these persons. We do not maintain key man life insurance for any of the senior members of our management team or other key managerial personnel. We cannot assure that we will be able to retain our senior management personnel or key personnel or attract and retain them in the future. The loss of any of the members of our senior management or other key personnel may adversely affect our business, results of operations and financial condition.

EXTERNAL RISK FACTORS 1. Political, economic and social changes in India could adversely affect our business.

53

Our business, and the market price and liquidity of our Company‟s shares, may be affected by changes in Government policies, including taxation, social, political, economic or other developments in or affecting India could also adversely affect our business. Since 1991, successive governments have pursued policies of economic liberalization and financial sector reforms including significantly relaxing restrictions on the private sector. In addition, any political instability in India may adversely affect the Indian economy and the Indian securities markets in general, which could also affect the trading price of our Equity Shares. 2. Natural calamities and force majeure events may have an adverse impact on our business. Natural disasters may cause significant interruption to our operations, and damage to the environment that could have a material adverse impact on us. The extent and severity of these natural disasters determines their impact on the Indian economy. Prolonged spells of deficient or abnormal rainfall and other natural calamities could have an adverse impact on the Indian economy, which could adversely affect our business and results of operations.

3. Our transition to IFRS reporting could have a material adverse effect on our reported results of operations or financial condition. Our Company may be required to prepare annual and interim financial statements under IFRS in accordance with the roadmap for the adoption of, and convergence with, the IFRS announced by the Ministry of Corporate Affairs, Government of India through a press note dated January. 22, 2010 (“IFRS Convergence Note”). The Ministry of Corporate Affairs by a press release dated February 25, 2011 has notified that 32 Indian Accounting Standards are to be converged with IFRS. The date of implementation of such converged Indian accounting standards has not yet been determined and will be notified by the Ministry of Corporate Affairs after various tax related issues are resolved. We have not yet determined with certainty what impact the adoption of IFRS will have on our financial reporting. Our financial condition, results of operations, cash flows or changes in shareholders' equity may appear materially different under IFRS than under Indian GAAP or our adoption of IFRS may adversely affect our reported results of operations or financial condition. This may have a material adverse effect on the amount of income recognized during that period. 4. Any downgrading of India’s debt rating by a domestic or international rating agency could negatively impact our business. Any adverse revisions to India‟s credit ratings for domestic and international debt by domestic or international rating agencies may adversely impact our ability to raise additional financing, and the interest rates and other commercial terms at which such additional financing is available. This could have an adverse effect on our financial results and business prospects, ability to obtain financing for capital expenditures and the price of our Equity Shares. 5. Hostilities, terrorist attacks, civil unrest and other acts of violence could adversely affect the financial markets and our business. Terrorist attacks and other acts of violence or war may adversely affect the Indian markets on which our Equity Shares will trade. These acts may result in a loss of business confidence, make travel and other services more difficult and have other consequences that could have an adverse effect on our business. In addition, any deterioration in international relations, especially between India and its neighbouring countries, may result in investor concern regarding regional stability which could adversely affect the price of our Equity Shares. In addition, India has witnessed local civil disturbances in recent years and it is possible that future civil unrest as well as other adverse social, economic or political events in India could have an adverse impact on our business. Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on our business and the market price of our Equity Shares. 6. The price of our Equity Share may be volatile.

54

The trading price of our Equity Shares may fluctuate after the listing due to a variety of factors, including our results of operations and the performance of our business, competitive conditions, general economic, political and social factors, the performance of the Indian and global economy and significant developments in India‟s fiscal regime, volatility in the Indian and global securities market, performance of our competitors, the Indian Capital Markets, changes in the estimates of our performance or recommendations by financial analysts and announcements by us or others regarding contracts, acquisitions, strategic partnerships, joint ventures, or capital commitments. In addition, if the stock markets experience a loss of investor confidence, the trading price of our Equity Shares could decline for reasons unrelated to our business, financial condition or operating results. The trading price of our Equity Shares might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. Each of these factors, among others, could materially affect the price of our Equity Shares. 7. Active trading market for our Equity Shares may not develop. Till date there has been no public market for our Equity Shares. We propose to list our Equity Shares on Equity Shares on Institution Trading Platform (ITP) of BSE SME. We can not assure that pursuant to listing on ITP, active trading market of our Equity Shares or for securities convertible in to Equity Shares would develop as trading on ITP is subject to certain restrictions viz minimum trading lot on institutional trading platform is Rs. 10 Lacs. Further the securities listed on ITP will be mandatorily exited within 18 months of triggering various events such as completion of ten years on listing of ITP or attaining paid up capital of Rs. 25 Crores or attaining revenue of Rs. 300 Crores or attaining market capitalization of Rs. 500 Crores. Pursuant to There can be no assurance that an active trading market for our Equity Shares will develop or be sustained after the listing.

55

SECTION - III SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the beneficial ownership of our shares of by each person known by us to be the beneficial owner (In case different from registered owner) of the issued and subscribed capital.

Class /Type of Securities

Name and Address of Benefice Owner

Amount and nature of beneficial ownership

Percent

Equity Shares Nil N.A. N.A.

SHAREHOLDERS AGREEMENTS Our Company has not entered into any shareholders agreement as on date of this Information Memorandum.

56

SECTION IV - OUR MANAGEMENT

BOARD OF DIRECTORS

Under our Articles of Association, our Company is required to have not less than three (3) Directors and not more than twelve (12) Directors. Our Company currently has 6 Directors on Board of which (3) are Independent directors and (3) are Executive Directors. The following table sets forth current details regarding our Board of Directors:

Name, Designation, Father’s Name, Occupation, DIN and Term

Address Qualification Date of Appointment

Other Directorships

Mr. Anand Bangur Designation: Managing Director S/o Shri Krishna Kant Bangur Age : 50 Years Occupation: Business Term : 5 Years DIN : 00017170 Status: Executive and Non Independent Nationality: Indian

"SHREENILYAM" 1, Ramkrishna Colony, Dewas Road, Ujjain-456010, Madhya Pradesh

B.Com (Honors)

February 1, 2011 Appointment as Managing Director April 1,2011

1. Sushen Remedies Private Limited

2. Arpit Packaging Private Limited

3. Padma Polytex India Private Limited

4. Savyasachi Lok Shikchhan Sanstha Private Limited

5. Vyanktesh Securities Pvt Ltd

6. Puma Plastopack Private Limited

7. Kshipra Paper And Board Private Limited

8. Ujjain Real Estate Developers Private Limited

9. Star Agri infrastructure Private Limited

Mr. Vishnu Jajoo Designation: Whole time Director S/o Brahma Swaroop Jajoo Age: 38 years Occupation: Business Term: 5 Years DIN : 00806268 Status: Executive and Non Independent Nationality: Indian

106, Shivaji Park Colony, Dewas Road, Ujjain- 456010, Madhya Pradesh

B.E (Chemical Engineering)

February 1, 2011 Appointed as Whole Time Director April 1,2011

Suparshva Realities Private Limited Sushen Remedies Private Limited Hash10 Worldsim Telecom Private Limited Arpit Real Estate Developers Private Limited

57

Mr. Anurag Somani Designation: Executive Director (Operations) S/o Rajesh Somani Age: 28 years Occupation: Business Term: 3 Years DIN : 02963336 Status: Executive and Non Independent Nationality: Indian

"SHREENILYAM" 1, Ramkrishna Colony, Dewas Road, Ujjain-456010, Madhya Pradesh

B.E. (Elecricals), Master of Science in Management

May 18, 2013 Appointed as Executive Director (Operations) August 1, 2013

Neemuch Biomass Energy Private Limited Famous Vanijya Private Limited Shri Malwa Plastic Packaging Cluster Private Limited Shriniwas Polyfabrics And Packwell Private Limited

Mr. Beni Gopal Lahoti Designation: Director S/o : Ram Nath Lahoti Age: 56 Years Occupation: Business DIN: 01471115 Status: Non Executive and Independent Nationality: Indian

69, Veer Durga Das Nagar, Pali- 306401, Rajasthan, India

F.C.A. I.C.W.A( Inter)

June 15, 2011

Shrikant Processors Pvt. Ltd Raaj Medisafe India Limited

Mr. Manish Baheti Designation: Director S/o : Ramesh Chand Baheti Age: 45 Years Occupation: Business DIN: 01469759 Status: Non Executive and Independent Nationality: Indian

14, Old Palasia, Indore, 452001, Madhya Pradesh, India

B.Com, M.BA (Marketing Management)

January 16, 2014

-

Mr. Banwari Lal Kasat Designation: Director S/o : Ballabha Das Kasat Age: 63 Years Occupation: Business DIN: 03569703 Status: Non Executive and Independent Nationality: Indian

Flat No. 402, Dilpasand Residency, Manorama Ganj, Indore – 452001, Madhya Pradesh

M.Com, LL.B June 15, 2011

-

DETAILS OF DIRECTORS.

Mr. Anand Bangur, aged 50 years B.Com (Honors) is Chairman and Managing Director of the Company. He has competed his graduation in Commerce (B.Com) from Shriram College of Delhi. After completion of his graduation he has started his first unit in the year 1982 as Anand Packaging industries, for manufacturing of corrugated boxes and accessories. After starting the first unit of corrugated boxes he has established 5 units between 1982 to 1996 of manufacturing corrugated boxes and accessories. He has established in the year 1996 unit of manufacturing of Corrugated boxes with 5 ply Automatic plant. He had diversified its activity in year 1997 and with Mr. Vishnu Jajoo started manufacturing of Plastic Bottles in the name of Arpit Plastics Pvt. Ltd. (APPL) . In the year 2000 he had purchased a running unit for manufacturing of PET bottles in the name of Puma Plastopack Pvt. Ltd. The name of the company was changed from Puma Plastopack Pvt. Ltd to Padma Polytex India Pvt. Ltd. In the year 2006-07 the group had started unit of manufacturing of Injection Moulding/ Blow Moulding bottles and Caps which is a USFDA and Canadian DMF approved unit. The group has started another

58

two units of Injection Moulding/ Injection Blow Moulding bottles and Caps which are also a USFDA approved units. HONORS Best Entrepreneur (State level award) MEMBERSHIPS President , AIMA MP Chapter Vice President , Federation of Chambers of Commerce and Industry, Madhya Pradesh President , Ujjain Management Association Founder Chairman , Ujjain Plastic Processors Association

Mr. Vishnu Jajoo, aged 38 years B.E. (Chemical Engineer) is the executive Director of the company. He started his career along with Mr. Anand Bangur with establishment of Arpit Plastics Pvt. Ltd for manufacturing of Plastic Bottles. He looked after manufacturing as well as marketing. He was instrumental in bringing the group in the field of pharmaceutical packaging. The operation and marketing of the unit shriji Polymers (India) Limited involved in manufacturing of Injection Moulding/ Blow Moulding bottles and Caps which is for pharmaceutical industry was looked after by him. Shriji Polymers (India) Ltd. was the first company in MP to get USFDA, CANADIAN FDA for pharmaceutical packaging. The execution of the operations of the company reached international standards under his guidance . In his guidance the company has gained presence Internationally and substantially covered the global market in the field of pharmaceutical packaging.

Mr. Anurag Somani, aged 28 Years, B.E.(Electrical) and Master of Science in Management is the Executive director (Operations) of the company. After completion of his education he has joined the company. He is looking after production.

Mr. Manish Baheti, aged 45 Years, B.Com, M.B.A in Marketing Management, is an independent director of our company. He has got experience of 20 years in family owned business and started a manufacturing of self adhesive tapes.

Mr. Beni Gopal Lahoti, aged 57 Years , Chartered Accountant, I.C.W.A (Inter) is an independent director of the Company. He is by qualification chartered accountant but doing business of manufacturing corrugated boxes. He is having experience in Financial & Taxation matters apart from running his own manufacturing unit of Corrugated Boxes.

Mr. Banwari Lal Kasat, aged 63 Years , M.Com. LL.B is an independent Director of the Company. He has got more than 35 years experience in Government administration and have retired as Additional Collector from Government of Madhya Pradesh. After retirement from Government service, he has worked as coordinator for Narmada valley development Authority and for training and learning center, MPUSP, Indore Law Advisor- Municipal Corporation. NATURE OF FAMILY RELATIONSHIP AMONG DIRECTORS

There is no relationship exist among directors as per Schedule IA of Companies Act, 1956.

TERMS OF APPOINTMENT AND COMPENSATION OF MANAGING DIRECTOR AND WHOLE TIME DIRECTORS

Name Mr. Anand Bangur

Designation Managing Director

Period Five Years

Date of Appointment April 1, 2011

Remuneration (a) Remuneration: Such amount as the Managing Director agree/accept on the day of his appointment and on 1

st day of April

of each subsequent year subject to a ceiling of Rs 2,00,000 per month with an increase of 15% on the 1

st day of April for

subsequent years. (b) Commission: commission as determined by Board of Directors

59

within the ceiling on managerial remuneration laid down in Section 198 and 309 of The Companies Act and based on the net profits of the company in any particular year.

(b) Perquisites:

1. Housing: The expenditure by the Company on hiring furnished accommodation subject to the ceiling of 25% of the salary or in case no accommodation is provided by the Company , house rent allowance at the rate mentioned above.

Expenditure incurred by the Company on electricity, water and furnishing shall be evaluated as per Income Tax Rules,1962, subject to 10% of the Salary.

2. Provident Fund: Contribution towards Provident fund, superannuation fund as per rules of the Company and ceiling as laid down in Income –tax Act,1961.

3. Gratuity: At a rate not exceeding half month‟s salary for each completed year of service payable on completion of tenure.

4. Medical Reimbursement: One month Salary in a year or three months salary in block of three years for self and family.

5. Leave Travel Concession: For self and family in a block of two years incurred in accordance with the rules specified by the company or maximum one month‟s salary in a year.

6. Personal Accident Insurance Premium- not exceeding Rs 12000 p.a

7. Leave: one month‟s leave in each calendar year. 8. Encashment of leave: encashment of leave at the end of tenure.

Provided that the monetary value of perquisites shall not exceed 50% of the salary.

Car and Telephone

Chauffer driven car for use on the company‟s business and telephone at residence will be provided by the Company .However use of car for personal purpose and long distance personal calls will be billed by the Company.

In the event of loss or inadequacy of profits of the Company in any year during his tenure, he shall be entitled to salary as mentioned above and monetary value of perquisites which shall not exceed 50% of the salary.

Remuneration paid in FY March 31st, 2013

Rs. 24,00,000

Name Mr. Vishnu Jajoo

Designation Executive Director

Period Five Years

Date of Appointment April 1, 2011

Remuneration (a) Remuneration: Such amount as the Managing Director agree/accept on the day of his appointment and on 1

st day of April

of each subsequent year subject to a ceiling of Rs 1,25,000 per month with an increase of 15% on the 1

st day of April for

subsequent years. (b) Commission: commission as determined by Board of Directors

within the ceiling on managerial remuneration laid down in

60

Section 198 and 309 of The Companies Act and based on the net profits of the company in any particular year.

(c) Perquisites: 1. Housing: The expenditure by the Company on hiring furnished

accommodation subject to the ceiling of 25% of the salary or in case no accommodation is provided by the Company , house rent allowance at the rate mentioned above.

Expenditure incurred by the Company on electricity, water and furnishing shall be evaluated as per Income Tax Rules,1962, subject to 10% of the Salary.

2. Provident Fund: Contribution towards Provident fund, Superannuation fund as per rules of the Company and ceiling as laid down in Income –tax Act,1961.

3. Gratuity: At a rate not exceeding half month‟s salary for each completed year of service payable on completion of tenure.


5. Leave Travel Concession: For self and family in a block of two years incurred in accordance with the rules specified by the company or maximum one month‟s salary in a year.

6. Personal Accident Insurance Premium- not exceeding Rs 10000 p.a.

7. Leave: one month‟s leave in each calendar year. 8. Encashment of leave: encashment of leave at the end of tenure.

Provided that the monetary value of perquisites shall not exceed 50% of the salary.

Car and Telephone

Chauffer driven car for use on the company‟s business and telephone at residence will be provided by the Company .However use of car for personal purpose and long distance personal calls will be billed by the Company.

In the event of loss or inadequacy of profits of the Company in any year during his tenure, he shall be entitled to salary as mentioned above and monetary value of perquisites which shall not exceed 50% of the salary.


Rs. 15,00,000

Name Mr. Anurag Somani

Designation Executive Director (Operations)

Period Three Years

Date of Appointment August 1,2013

Remuneration (a) Remuneration: Rs 45,000 per month with an increase of 20% on the 1

st day of April.

(b) Perquisites: 1. Provident Fund: Contribution towards Provident fund

,Superannuation fund as per rules of the Company and Subject to ceiling as per Income –tax Act,1961.

2. Gratuity: Not exceeding half month‟s salary for each completed year of service subject to minimum of Five years continuous service.

3. Earned Leave – As per rule of the Company. Leave accumulated and not availed will be encashed for 15 day salary for each completed year of service at the end of tenure.

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4. House rent: Rent Rs 15,000 per month. In case the accommodation provided by the company, 10% of the salary shall be deducted. Expenditure incurred by the Company on electricity, water and furnishing shall be evaluated as per Income Tax Rules,1962, subject to 10% of the Salary.


6. Personal Accident Insurance Premium- not exceeding Rs 10000 p.a.

7. Leave Travel Assistance : Expenses incurred for self and family in accordance with the rules of the company

8. Chauffer driven car shall be provided for company‟s business. If no car is provided, reimbursement of actual conveyance expenses incurred and claimed by the appointee.

9. Free use of telephone at the residence provided long distance personal calls shall be billed by the Company.

In the event of loss or inadequacy of profits, minimum salary as per schedule XIII of The Companies Act, 1956 shall be paid to Whole time Director.


Rs. 4,85,000

There is no definitive and/ or service agreement that has been entered into between our Company and the directors in relation to their appointment. NON- EXECUTIVE DIRECTORS Currently, non-executive directors are not being paid any other kind of remuneration except sitting fees. CORPORATE GOVERNANCE Our Company stands committed to good corporate governance practices based on the principles such as accountability, transparency in dealings with our stakeholders, emphasis on communication and transparent reporting. We have complied with the requirements of the applicable regulations, including the Listing Agreement to be executed with the Stock Exchange and the SEBI Regulations, in respect of corporate governance including constitution of the Board and Committees thereof. The corporate governance framework is based on an effective independent Board, separation of the Board‟s supervisory role from the executive management team and constitution of the Board Committees, as required under law. We have a Board constituted in compliance with the Companies Act and the Listing Agreement in accordance with best practices in corporate governance. The Board functions either as a full Board or through various committees constituted to oversee specific operational areas. Our executive management provides the Board detailed reports on its performance periodically. Our Company currently has 6 Directors on Board of which (3) are Independent directors and (3) are Executive Directors.. The constitution of our Board is in compliance with the requirements of Clause 42 of the Listing Agreement. The following committees have been formed in compliance with the corporate governance norms:

A. Audit Committee B. Shareholders/Investors Grievance Committee C. Remuneration Committee

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A. AUDIT COMMITTEE Our Company has constituted an audit committee ("Audit Committee"), as per the provisions of Section 292A of the Companies Act, 1956 and Clause 42 of the Listing Agreement to be entered with Stock Exchange, vide resolution passed in the meeting of the Board of Directors held on October 24, 2011 and which was reconstituted on January 16, 2014.

The terms of reference of Audit Committee complies with the requirements of Clause 42 of the Listing Agreement, proposed to be entered into with the Stock Exchange in due course. The committee presently comprises following 3 directors. Mr. Beni Gopal Lahoty is the Chairman of the Audit Committee.

No. Name of the Members Status Nature of Directorship

1. Mr. Beni Gopal Lahoty Chairman Independent Director

2. Mr. Manish Baheti Member Independent Director

3. Mr. Banwari Lal Kasat Member Independent Director

Role of Audit Committee:

1. The terms of reference of the Audit Committee are given below: a) To investigate any activity within its terms of reference. b) To seek information from any employee.

c) To obtain outside legal or other professional advice.

d) To secure attendance of outsiders with relevant expertise, if it considers necessary.

e) Oversight of the Company‟s financial reporting process and the disclosure of its financial

information to ensure that the financial statement is correct, sufficient, and credible.

f) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

g) Approval of payment to statutory auditors for any other services rendered by the statutory

auditors.

h) Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

a) Matters required to be included in the Directors‟ Responsibility Statement to be included in

the Board‟s report in terms of clause (2AA) of section 217 of the Companies Act, 1956 b) Changes, if any, in accounting policies and practices and reasons for the same c) Major accounting entries involving estimates based on the exercise of judgment by

management d) Significant adjustments arising out of audit e) Compliance with listing and other legal requirements relating to financial statements f) Disclosure of any related party transactions g) Qualifications in the draft audit report.

i) Reviewing, with the management, the half-yearly financial statements before submission to the

board for approval

j) Reviewing, with the management, the statement of uses / application of funds raised through an issue (rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

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k) Reviewing, with the management, performance of statutory and internal auditors, and

adequacy of the internal control systems.

l) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing, and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

m) Discussion with internal auditors any significant findings and follow up there on.

n) Reviewing the findings of any internal investigations by the internal auditors into matters where

there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

o) Discussion with statutory auditors before the audit commences, about the nature and scope of

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

p) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

q) To review the functioning of the Whistle Blower mechanism, in case if the same is existing.

r) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person

heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

s) Carrying out any other function as mentioned in the terms of reference of the Audit

Committee.

t) In addition, to carry out such other functions/powers as may be delegated by the Board to the Committee from time to time.

SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTEE Our Company has constituted a shareholder / investors grievance committee ("Shareholders / Investors Grievance Committee") to redress the complaints of the shareholders. The Shareholders/Investors Grievance Committee was constituted vide resolution passed at the meeting of the Board of Directors held on October 24, 2011 which was reconstituted on January 16, 2014. The committee currently comprises of 3 Directors.


1. Mr. Anand Bangur Chairman Managing Director

2. Mr. Vishnu Jajoo Member Executive Director

3. Mr. Manish Baheti Member Non Executive a n d Independent Director

Mr. Anand Bangur is the Chairman of the Shareholders/ Investors Grievance committee. Role of shareholders/ Investors grievance committee The Shareholders/ Investors grievance Committee of our board looks into:

The redressal of investors complaints viz. non-receipt of annual report, dividend payments etc.

Matters related to share transfer, issue of duplicate share certificate, dematerializations.

Also delegates powers to the executives of our Company to process transfers etc. REMUNERATION COMMITTEE

64

The Remuneration Committee was constituted vide resolution passed at the meeting of the Board of Directors held on October 24, 2011 which was reconstituted on January 16, 2014. The committee currently comprises of 3 Directors.


1. Mr. Beni Gopal Lahoty Chairman Independent Director

2. Mr. Manish Baheti Member Independent Director

3. Mr. Banwari Lal Kasat Member Independent Director Mr. Beni Gopal Lahoty is the Chairman of the Shareholders/ Investors Grievance committee.

Role of Remuneration Committee The Remuneration Committee of our Board looks into:

1. To recommend to the board the compensation terms of the directors. 2. Frame and implement on behalf of the board and on behalf of the shareholders a credible and

transparent policy on remuneration of executive directors including ESOP, Pension Rights and any compensation payment.

3. Consider approving and recommending to the Board the changes in designation and increase in salary of the executive directors.

4. Ensure the remuneration policy is good enough to attract, retain and motivate directors. 5. Bring about objectivity in deeming the remuneration package while striking a balance between

the interest of the Company and the shareholders.

SHAREHOLDING DETAILS OF THE DIRECTORS IN OUR COMPANY As per the Articles of Association of our Company, a Director is not required to hold any qualification shares. The following table details the shareholding of our Directors:

Name of the Director Number of Equity Shares % of Paid up Share Capital

Mr. Anand Bangur 50,22,280 21.79 %

Mr. Vishnu Jajoo 8,39,039 3.64 %

CONFIRMATIONS There is no arrangement or understanding between any Director and any other person(s) (naming pursuant to which he was or is to be selected as a director or nominee.)

65

SECTION V - OUR PROMOTER OUR PROMOTER The Promoters of our Company: Mr. Anand Bangur Mr. Vishnu Jajoo DETAILS OF OUR PROMOTERS ARE AS UNDER:

MR. ANAND BANGUR

Mr. Anand Bangur is Managing Director of our Company. He has more than 30 years of experience in packing industry. He is responsible for overall planning and management of our Company.

IDENTIFCATION

NAME MR. ANAND BANGUR

PERMANENT ACCOUNT NUMBER ABRPB5355M

PASSPORT NUMBER G4183847

VOTER ID BQC1544832

DRIVING LICENSE -

BANK ACCOUNT DETAILS Bank of Baroda, Account No. 05050100010070 Branch: Ujjain, MP, 15, Tilak Marg, Gali No. 12, Kshir Sagar Colony, Ujjain, Pin: 456006

MR. VISHNU JAJOO

Mr. Vishnu Jajoo is Executive Director of our Company. He has more than 15 years of experience in packing industry. He is responsible for overall operation and marketing of our Company.

IDENTIFICATION

NAME MR. VISHNU JAJOO

PERMANENT ACCOUNT NUMBER ABMPJ1228Q

PASSPORT NUMBER J6558160

VOTER ID BQC1544675

DRIVING LICENSE MP13R-2007-0125609

BANK ACCOUNT DETAILS IDBI BANK, ACCOUNT NO. 088104000032531 Branch: Hotel Ashray, 77, Devas Road, Ujjain, Pin: 456010

66

SECTION VI - RELATED PARTY TRANSACTIONS

Transaction with related party as identified by the management in accordance with Accounting

Standard 18 “Related party disclosures” issued by The Institute of Chartered Accountants of India,

are as follows:

Note 30 : Related Party Disclosures

Related party disclosures

1. Relationships :

a)Key Management Personnel

Mr. Anand Bangur

Mr. Vishnu Jajoo

Mr. Anurag Somani

Mr. Arpit Bangur

Mr. Rajnish Jain

Mr. Gautam Sharma

Mr. K.K.Singh

b)Relatives of KMP

Mrs. Divya Jain

Mrs. Shalini Sharma

Mrs. Veena Somani

Mrs. Shweta Jajoo

Mr. B.S.Jajoo

c)Other Related Parties

M/s Shriniwas Containers & Closures Pvt. Ltd. (Now amalgamated with Shriji Polymers (India)

Limited)

M/s Tirupati Corrugators

M/s Shree Packers

M/s Arpit Plastics Pvt Ltd.

M/s Padma Polytex Pvt. Ltd.

M/s Arpit Real Estate Developers Pvt Ltd.

M/s Shree Malwa Plastics Packaging Cluster Pvt Ltd

M/s Shri Balaji Packaging

M/s Betar Step Trading Pvt Ltd

M/s Shriniwas Polyfabrics & Packwell Pvt Ltd

M/s Baldeo Mangilal

M/s Sushen Remedies Pvt. Ltd.

M/s Vyanktesh Plastics & Packaging Pvt Ltd

M/s Shree Suppliers

M/s Shree Containers

Note : Related party relationship is as identified by the Company and relied upon by the Auditors.

2. Transactions carried out with related parties referred in 1 above, in ordinary course of

business:

( `in lakhs)

67

Nature of transation Related Parties

Referred(a) Referred(b) Referred(c)

Purchases

Goods & material - - 994.92

Sales

Material - - 209.74

Expenses

Commission on Sales - - 121.36

Interest - - 5.21

Salary, Director Remuneration 56.90 16.00 -

Mould Maintenance 65.00

Income

Interest 4.30

3. Disclosure in respect of material transactions with related parties during the year.


12


Purchases

Goods & Material


2)Padma Polytex India Pvt Ltd 159.41 89.59

3)Shree Packers 36.43 0.00

4)Vyanktesh Plastics & Packaging Pvt Ltd 88.86 0.00

5)Shree Suppliers 64.05 0.00

6)Shree Containers 70.36 0.00

7)Tirupati Corrugators 452.14 281.65

Total 994.92 406.43

Sales (Material)


Total 209.74 26.54

Expenses

Commission on Sales


2)Padma Polytex 68.95 69.98

Total 121.36 118.77

Interest Expenses

1) Arpit Real Estate Developers Pvt Ltd 0.01 0.00

2) Shriniwas Polyfabrics & Packwell Pvt Ltd 0.70 0.00

3) Baldeo Mangilal 4.50 0.00

Total 5.21 -

Expenses

68

Mould Maintenance


Total 65.00 22.06

Salary, Director Remuneration

a)Salary ,Director Remuneration to KMP

1)Anand Bangur 24.00 24.00

2)Vishnu Jajoo 15.00 15.00

3)Krishna Kant Singh 3.25 1.80

4) Gautam Sharma 4.90 3.00

5) Rajnish Jain 4.90 3.00

6)Anurag Somani 4.85 0.00

Total 56.90 46.80

b) Relatives of KMP

1)Divya Jain 2.00 1.80

2)B.S.Jajoo 2.40 0.00

3)Shweta Jajoo 3.00 0.90

4) Arpit Bangur 3.00 0.00

5)Shalini Sharma 2.00 1.80

6)Veena Somani 3.60 2.70

Total 16.00 7.20

Interest Income


2) Shree Malwa Plastics Packaging Cluster Pvt Ltd 1.69 0.00

Total 4.30 1.70

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SECTION VII: OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated herein, there are no material pending legal proceedings (other than ordinary

routine litigation incidental to the business )to which the company is a party or in which any of the

property is the subject.

I. CASES FILED BY OUR COMPANY :NIL

II. CASES FILED AGAINST OUR COMPANY: NIL

MATERIAL DEVELOPMENTS

In the opinion of the Board of Directors of our Company, there have not arisen, since the date of the

last audited financial statements disclosed in this Information Memorandum, any circumstances that

materially or adversely affect or are likely to affect our profitability or value of assets or our ability to

pay material liabilities within the next twelve (12) months.

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SECTION VIII - DECLARATION

All relevant provisions of the Companies Act, 1956, and the guidelines issued by the Government of India or the regulations issued by Securities and Exchange Board of India, applicable, as the case may be, have been complied with and no statement made in this Information Memorandum is contrary to the provisions of the Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or the rules made there under or regulations issued, as the case may be. We further certify that all the statements in this Information Memorandum are true and correct.

SIGNED BY ALL THE DIRECTORS

Mr. Anand Bangur

Mr. Vishnu Jajoo

Mr. Anurag Somani

Mr. Manish Baheti

Mr. Banwari Lal Kasat

Mr. Beni Gopal Lahoti

SIGNED BY THE COMPANY SECRETARY & COMPLIANCE OFFICER

Mr. Rachit Kumar Inani

Date: February 24, 2014

Place: Ujjain

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