Rajshree Polypack Limited — AGM Information 2022

Sep 5, 2022

NOTICE

NOTICE is hereby given that the Eleventh (11[th] ) Annual General Meeting (“Meeting” or “AGM”) of the RAJSHREE POLYPACK LIMITED will be held on Thursday, September, 29, 2022 at 04.00 pm IST through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business. The venue of the meeting shall be deemed to be the Registered Office of the Company at Lodha Supremus Unit No 503-504, 5[th] Floor, Road No. 22, Kishan Nagar, Near New Passport office, Wagle Estate Thane West-400 604.

ORDINARY BUSINESS

Item No. 1- Adoption of financial statements

To receive, consider and adopt the audited financial statements of the Company for the financial year ended March 31, 2022 together with the reports of the Board of Directors and the Auditors thereon.

Item No. 2- Declaration of Dividend

To declare final dividend of ₹ 0.50 /- (Rupee Fifty paisa) per equity share i.e. 5% on face value of ₹ 10/- each per equity share for the financial year ended March 31, 2022.

Item No. 3- Appointment of Mr. Naresh Radheshyam Thard (DIN:03581790) as a director liable to retire by rotation

To appoint a director in place of Mr. Naresh Radheshyam Thard (DIN: 03581790), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

Item No. 4- Ratification of Remuneration to Cost Auditor

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148(3) and all other applicable provisions, if any, of the Companies Act, 2013 (“ Act ”) read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration payable to M/s. V.J. Talati & Co, Cost Accountants , Mumbai (Firm Registration No. R00213), appointed by the Board of Directors of the Company on the recommendation of the Audit Committee, as Cost Auditors of the Company, to conduct the audit of the cost records of the Company for the financial year ending March 31, 2023, being ₹ 60,000/- (Rupees Sixty Thousand only) plus applicable taxes, out of pocket expenses, travelling and other expenses incurred in performance of their duties, be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT (i) Mr. Ramswaroop Radheshyam Thard, Chairman & Managing Director and Mr. Naresh Radheshyam Thard, Joint Managing Director or (ii) Mr. Ramswaroop Radheshyam Thard, Chairman & Managing Director and Ms. Mitali Rajendra Shah, Company Secretary & Compliance Officer or (iii) Mr. Naresh Radheshyam Thard, Joint Managing Director and Ms. Mitali Rajendra Shah, Company Secretary &

Compliance Officer, be and are hereby severally authorized to sign and submit the necessary application and forms with appropriate authorities and to perform all such acts, deeds and things as they may in their absolute discretion deem necessary or desirable for and on behalf of the Company for the purpose of giving effect to aforesaid resolution.

RESOLVED FURTHER THAT Mr. Ramswaroop Radheshyam Thard, Chairman & Managing Director or Mr. Naresh Radheshyam Thard, Joint Managing Director or Ms. Mitali Rajendra Shah, Company Secretary & Compliance Officer, be and is hereby severally authorized to issue certified true copies of the aforesaid resolution to anyone concerned and file necessary e-forms with the Registrar of Companies for the purpose of giving effect to aforesaid resolution.”

Item No. 5- Re-appointment of Mr. Rajesh Satyanarayan Murarka (DIN:01501322), as Non- Executive Independent Director of the Company for the second term of 5 (five) years

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Section 149, 152 and any other applicable provisions of the Companies Act, 2013 (“ Act ”) read with Schedule IV and the Companies (Appointment and Qualification of Directors) Rules, 2014 (" Rules ") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“ SEBI Listing Regulations ”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the recommendation of the Nomination and Remuneration Committee (" NRC ")and approval of the Board of Directors (“ Board ”), consent of the Members of the Company be and is hereby accorded to the re-appointment of Mr. Rajesh Satyanarayan Murarka (DIN:01501322), who has submitted a declaration confirming that he meets the criteria of independence as provided Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, and who is eligible for re-appointment as a Non-Executive, Independent Director of the Company, not liable to retire by rotation, for the second term of 5 (five) years commencing from November 20, 2022 upto November 19, 2027, be and is hereby approved.

RESOLVED FURTHER THAT pursuant to the provisions of sections 149, 197, and other applicable provisions of the Act and the Rules made thereunder, Mr. Rajesh Satyanarayan Murarka shall be entitled to receive the remuneration/ fees/ commission as permitted to be received in his capacity of Non-Executive, Independent Director of the Company, as recommended by the NRC and approved by the Board, from time to time.

RESOLVED FURTHER THAT (i) Mr. Ramswaroop Radheshyam Thard, Chairman & Managing Director and Mr. Naresh Radheshyam Thard, Joint Managing Director or (ii) Mr. Ramswaroop Radheshyam Thard, Chairman & Managing Director and Ms. Mitali Rajendra Shah, Company Secretary & Compliance Officer or (iii) Mr. Naresh Radheshyam Thard, Joint Managing Director and Ms. Mitali Rajendra Shah, Company Secretary & Compliance Officer, be and are hereby severally authorized to sign and submit the necessary application and forms with

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appropriate authorities and to perform all such acts, deeds and things as they may in their absolute discretion deem necessary or desirable for and on behalf of the Company for the purpose of giving effect to aforesaid resolution.

RESOLVED FURTHER THAT Mr. Ramswaroop Radheshyam Thard, Chairman & Managing Director or Mr. Naresh Radheshyam Thard, Joint Managing Director or Ms. Mitali Rajendra Shah, Company Secretary & Compliance Officer, be and is hereby severally authorized to issue certified true copies of the aforesaid resolution to anyone concerned and file necessary e-forms with the Registrar of Companies for the purpose of giving effect to aforesaid resolution.

Item No. 6- To grant approval for payment of professional fees to be paid to Mr. Praveen Bhatia (DIN:00147498), Independent Director for providing professional services for financial year 2022-23

To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Articles of Association of the Company, Section 197, 198 and any other applicable provisions of the Companies Act, 2013 ( “Act” ) and rules made thereunder, Regulation 17(6)(a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“ SEBI Listing Regulations ”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors (“ Board ”), consent of the Members be and is hereby accorded for payment of professional fees amounting to ₹ 1,00,000/- (Rupees One Lakh only) per month to Mr. Praveen Bhatia (DIN:00147498), Independent Director of the Company for the professional services to be rendered by him to the Company, over and above the remuneration and the sitting fees to which he is entitled as an Independent Director, for the financial year 2022-23.

RESOLVED FURTHER THAT (i) Mr. Ramswaroop Radheshyam Thard, Chairman & Managing Director and Mr. Naresh Radheshyam Thard, Joint Managing Director or (ii) Mr. Ramswaroop Radheshyam Thard, Chairman & Managing Director and Ms. Mitali Rajendra Shah, Company Secretary & Compliance Officer or (iii) Mr. Naresh Radheshyam Thard, Joint Managing Director and Ms. Mitali Rajendra Shah, Company Secretary & Compliance Officer, be and are hereby severally authorized to sign and submit the necessary application and forms with appropriate authorities and to perform all such acts, deeds and things as they may in their absolute discretion deem necessary or desirable for and on behalf of the Company for the purpose of giving effect to aforesaid resolution.

RESOLVED FURTHER THAT Mr. Ramswaroop Radheshyam Thard, Chairman & Managing Director or Mr. Naresh Radheshyam Thard, Joint Managing Director or Ms. Mitali Rajendra Shah, Company Secretary & Compliance Officer, be and is hereby severally authorized to issue certified true copies of the aforesaid

resolution to anyone concerned and file necessary e-forms with the Registrar of Companies for the purpose of giving effect to aforesaid resolution.

By Order of the Board of Directors For Rajshree Polypack Limited Sd/Date: August 13, 2022 (Mitali Rajendra Shah) Place: Thane Company Secretary & Compliance Officer

Regd. Office:

Rajshree Polypack Limited

Lodha Supremus, Unit No. 503-504,

5[th] Floor, Road No. 22, Kishan Nagar, Near New Passport Office, Wagle Estate, Thane (West) 400 604. Tel No. : +91-22 25818200, Fax : +91-22 25818250 CIN : L25209MH2011PLC223089 Website : www.rajshreepolypack.com E-mail id : info@formpack.co.in

NOTES FOR MEMBERS’ ATTENTION

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) setting out material facts relating to the special businesses to be transacted at the 11[th] Annual General Meeting (“AGM”) as set out in the Notice, is annexed hereto.

2. In view of the outbreak of COVID-19 pandemic, social distancing measures are a pre-requisite and in terms of Ministry of Corporate Affairs (“MCA”) in continuation to previous Circular No. 20/2020 dated 5[th] May,2020, Circular No. 02/2021 dated 13[th] January, 2021, Circular No. 21/2021 dated 14[th] December, 2021, further extended the relaxation vide Circular dated 5[th] May 2022 and The Securities and Exchange Board of India (“SEBI”) has also issued circular in continuation to previous Circular dated 12[th] May, 2020, further extended the relaxation vide Circular dated 15[th ] January, 2021 and 13[th] May, 2022 (collectively referred to as “said Circulars” ), which does not require physical presence of the Members at common venue, In view of this, the 11[th ] AGM is being conducted through Video Conference (“VC”) / Other Audio Visual Means (“OAVM”) . The deemed venue for the AGM shall be the Registered Office of the Company. National Securities Depositories Limited (“NSDL”) will be providing the facility for voting through remote e-Voting, for participation in the AGM through VC / OAVM facility and e-Voting during the AGM. The procedure for participating in the meeting through VC / OAVM is explained in note no. 13 below and is also available on the website of the Company at www.rajshreepolypack.com.

3. As the AGM shall be conducted through VC / OAVM, the facility for appointment of Proxy by the Members is not available for this AGM and hence the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice. However, in terms of the provisions of Sections 112 and 113 of the Act read with the said Circulars,

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Corporate Members are entitled to appoint their authorized representatives to attend the AGM through VC / OAVM on their behalf and participate thereat, including casting votes by electronic means.

1. In view of the outbreak of COVID-19 pandemic, resultant difficulties involved in dispatching of physical copies of the Annual Report and in line with the said Circulars issued by the MCA and SEBI, the Annual Report including Notice of the 11[th] AGM of the Company inter alia indicating the process and manner of e-voting is being sent only by email, to all the Members whose email IDs are registered with the Company / Depository Participant(s) for communication purposes and to all other persons so entitled. Further, in terms of the applicable provisions of the Act, SEBI Listing Regulations read with the said Circulars issued by MCA and SEBI, the Annual Report including Notice of the 11[th] AGM of the Company will also be available on the website of the Company at www.rajshreepolypack.com. The same can also be accessed from the websites of the Stock Exchanges i.e. National Stock Exchange of India Limited at www.nseindia. com and on the website of NSDL i.e. www.evoting.nsdl.com.

2. Particulars pursuant to Regulation 36(3) of SEBI Listing Regulations pertaining to the Directors being appointed / re-appointed are annexed hereto to this Notice.

3. Members are requested to send all their documents and communications pertaining to shares to Link Intime India Pvt. Ltd. , Registrar and Share Transfer Agent (“RTA”) of the Company at their office situated at C-101, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai, Maharashtra 400083, Telephone No. 022 - 4918 6000, rnt.helpdesk@ linkintime.co.in, for both physical and demat segment of Equity Shares. Please quote on all such correspondence - “Unit – Rajshree Polypack Limited” .

4. As per the provisions of Section 72 of the Act, facility for making nomination is available to Individuals holding shares of the Company. Members holding shares in physical form who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. Members may download the Nomination Form from the Company’s website under the weblink at https://rajshreepolypack.com/ investors/#1661415496178-073fbce1-3d5b

5. Members holding shares in demat mode should file their nomination with their DPs for availing this facility .

6. Member holding equity shares of the Company in physical form are requested to kindly get their equity shares converted into demat / electronic form to get inherent benefits of dematerialisation and also considering that physical transfer of equity shares / issuance of equity shares in physical form have been disallowed by SEBI .

7. SEBI has made it mandatory for all Companies to use the bank account details furnished by the Depositories and the bank account details maintained by the RTA for payment of dividend to Members electronically. The Company has extended the facility of electronic credit of dividend directly to the respective bank accounts of the Member(s) through Electronic Clearing Service (“ECS”) / National Electronic Clearing Service (“NECS”) / Automated Clearing House

(“ACH”) / Real Time Gross Settlement (“RTGS”) / Direct Credit / IMPS / NEFT etc. In order to receive the dividend without any delay, the Members holding shares in physical form are requested to submit particulars of their bank accounts in ‘Form ISR - 1’ along with the original cancelled cheque bearing the name of the Member to RTA / Company to update their bank account details and all the eligible Members holding shares in demat mode are requested to update with their respective DPs before Friday, September 16, 2022, their correct Bank Account Number, including 9 Digit MICR Code and 11 digit IFSC Code, e-mail ID and mobile no(s). Member holding shares in physical form may communicate these details to RTA having address at Link Intime India Pvt. Ltd., C-101, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai, Maharashtra 400083, Telephone No. 022 - 4918 6000, rnt.helpdesk@linkintime. co.in, before Friday, September 16, 2022 by quoting the reference folio number and attaching photocopy of the cheque leaf of their active bank account and a self-attested copy of their PAN card.

1. Members are requested:

2. a) To quote their folio number / DP ID and Client ID in all correspondence.

3. b) To notify immediately change of their address and bank particulars to the RTA in case the shares are held in physical form; and in case the shares are held in dematerialised form, the information should be passed on directly to their respective Depository Participant and not to the Company / RTA, without any delay .

4. Members, who wish to inspect the documents, as mentioned in this AGM Notice or as required under law, may write to the Company at cosec@rajshreepolypack.com and the Company shall endeavor to provide inspection of documents by such Member.

13. PROCEDURE FOR JOINING THE AGM THROUGH VC / OAVM

• I. Members will be provided with a facility to attend the AGM through VC / OAVM through the NSDL e-Voting system. Members may access the same at https://www. evoting.nsdl.com under Members login by using the remote e-Voting credentials. The link for VC / OAVM will be available in Members login where the EVEN of Company will be displayed. Please note that Members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice. Further Members can also use the OTP based login for logging into the e-Voting system of NSDL.

• II. For convenience of the Members and proper conduct of AGM, Members can login and join atleast 30 (thirty) minutes before the time scheduled for the AGM and the window for login shall be kept open throughout the proceedings of the AGM. The facility of participation at the AGM through VC / OAVM will be made available for 1,000 Members on ‘first come first serve’ basis. This will not include large Members (i.e. Members holding 2% or more), Promoters, Institutional Investors, Directors, Key

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Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. who are allowed to attend the AGM without restriction on account of ‘first come first serve’ basis.

• III. Please note that participants connecting from Mobile devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio / Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.

• IV. The attendance of Members attending the AGM through VC / OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.

• V. Members seeking any information with regard to accounts or any matter to be placed at the AGM, are requested to write to the Company on or before Thursday, September 22, 2022, by 5.00 p.m. through email on cosec@rajshreepolypack.com. The same will be replied by / on behalf of the Company suitably. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate for smooth conduct of the AGM.

• The instructions and other information relating to voting through electronic means is given hereunder:

VOTING THROUGH ELECTRONIC MEANS

• I. In compliance with provisions of Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI Listing Regulations, the Company is pleased to provide Members with the facility to exercise their right to vote on resolutions proposed to be considered at the AGM by electronic means and the business may be transacted through e-Voting. The Company has engaged the services of National Securities Depository Limited (“NSDL”) , who will provide the e-Voting facility of casting votes to a Member using remote e-Voting system (e-Voting from a place other than venue of the AGM) (“remote e-Voting”) as well as e-Voting during the proceeding of the AGM (e-Voting at the AGM).

• II. Members who have cast their vote by remote e-Voting prior to the AGM can also attend the AGM but shall not be entitled to cast their vote again. Only those Members, who will be present at the AGM through VC / OAVM facility and who would not have cast their vote by remote e-Voting prior to the AGM and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system at the AGM.

• III. The remote e-Voting period commences on Monday, September 26, 2022 at 09.00AM and ends on Wednesday, September 28, 2022 at 05.00 PM. During this period, Members of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date i.e Thursday, September 22, 2022, may cast their vote by remote e-Voting. The remote e-Voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by a Member, the Member shall not be allowed to change it subsequently.

• IV. The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:.

- Step 1: Access to NSDL e Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of Members Login Method
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Type of Members	Login Method	Login Method
Individual Members holding securities in demat mode with NSDL.	1. 2.	ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select“Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

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3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https:// www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password / OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 4. Shareholders / Members can also download NSDL Mobile App“NSDL Speede”facility by scanning the QR code mentioned below for seamless voting experience. Individual Members holding securities in demat mode with CDSL 1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/ myeasi/home/loginor www.cdslindia.comand click on New System Myeasi. 2. After successful login of Easi / Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL. Click onNSDLto cast your vote. 3. If the user is not registered for Easi / Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4. Alternatively, the user can directly access e-Voting page by providing demat account number and PAN No. from a link inwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile and Email as recorded in the demat account. After successful authentication, user will be provided links for the respective ESP i.e.NSDLwhere the e-Votingisinprogress. Individual Members (holding securities in demat mode) login through their depository participants You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL / CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Important note:Members who are unable to retrieve User ID / Password are advised to use Forget User ID and Forget Password option		3. 4.	Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https:// www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password / OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Shareholders / Members can also download NSDL Mobile App“NSDL Speede”facility by scanning the QR code mentioned below for seamless voting experience.
	Individual Members holding securities in demat mode with CDSL	1. 2. 3. 4.	Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/ myeasi/home/loginor www.cdslindia.comand click on New System Myeasi. After successful login of Easi / Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL. Click onNSDLto cast your vote. If the user is not registered for Easi / Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing demat account number and PAN No. from a link inwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile and Email as recorded in the demat account. After successful authentication, user will be provided links for the respective ESP i.e.NSDLwhere the e-Votingisinprogress.
	Individual Members (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL / CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
available at abovementioned website. Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login through Depository
i.e. NSDL and CDSL.
Logintype		Helpdesk details
Individual Members holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in orcallat toll freeno.:18001020 990 and180022 4430
Individual Members holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com orcontact at 022- 23058738 or022-23058542-43

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Login type Helpdesk details
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Individual Members holding	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at
securities in demat mode with	evoting@nsdl.co.in
NSDL	orcallat toll freeno.:18001020 990 and180022 4430
Individual Members holding
securities in demat mode with	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at
CDSL	helpdesk.evoting@cdslindia.com orcontact at 022- 23058738 or022-23058542-43

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• B) Login Method for e-Voting and joining virtual meeting for Members other than Individual Members holding securities in demat mode and Members holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below:

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Manner of holding Your User ID is:
shares i.e. Demat
(NSDL or CDSL) or
Physical
a) For Members who 8 Character DP ID followed by 8
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Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who	8 Character DP ID followed by 8
hold shares in demat account with NSDL.	Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual Members are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote..

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • i. If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the

.pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  - ii. If your email ID is not registered, please follow steps mentioned below in **process for those Members whose email ids are not registered.**

1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

2. a) Click on “ Forgot User Details/Password? ”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) “ Physical User Reset Password? ” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl. co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

9. Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

10. How to cast your vote electronically and join General -

11. Meeting on NSDL e Voting system?

12. After successful login at step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

13. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

14. Now you are ready for e-Voting as the Voting page opens.

15. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

16. Upon confirmation, the message “Vote cast successfully” will be displayed.

17. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

18. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

19

General Guidelines for Members

1. Institutional Members (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF /JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to nishantbajajcsr@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional Members (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “ Forgot User Details/Password? ” or “ Physical User Reset Password? ” option available on www.evoting. nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and e-voting user manual for Members available at the download section of www.evoting. nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Mr. Anubhav Saxena at evoting@ nsdl.co.in.

Process for those Members whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of Member, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to rnt.helpdesk@linkintime.co.in.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to rnt.helpdesk@linkintime.co.in.

If you are an Individual Members holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual Members holding securities in demat mode.

1. Alternatively, Members may send a request to evoting@ nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual Members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members, who will be present in the AGM through VC / OAVM facility and have not casted their vote on the resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

3. Members who have voted through remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC / OAVM ARE AS UNDER:-

1. Member will be provided with a facility to attend the AGM through VC / OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC / OAVM link” placed under “ Join meeting ” menu against company name. You are requested to click on VC / OAVM link placed under Join General Meeting menu. The link for VC / OAVM will be available in Shareholder / Member login where the EVEN of Company will be displayed. Please note that Members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members who would like to express their views or ask questions with respect to the agenda items of the meeting will be required to register themselves as speaker by sending e-mail to cosec@rajshreepolypack.com from their registered e-mail address, mentioning their name, DP ID & Client ID / folio number and mobile number.

Only those Members who have registered themselves as speaker by 5.00 p.m. on Friday, September 23, 2022 will be able to speak at the meeting. The Company reserves the right to restrict the number of questions and number of speakers, depending upon availability of time, for smooth conduct of the AGM.

Further, Members who would like to have their questions/ queries responded to during the AGM are requested to send such questions / queries in advance within the aforesaid time period.

• V. The voting rights of Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date of Thursday, September 22, 2022.

• VI. Any person, who acquires shares of the Company and becomes Member of the Company after dispatch of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in or ashok.sherugar@linkintime.co.in.

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RAJSHREE POLYPACK LIMITED

• VII. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-Voting as well as e-Voting at the AGM.

• VIII. Mr. Nishant Bajaj of M/s. Nishant Bajaj & Associates (ACS 28341; COP 21538), Practicing Company Secretary has been appointed as the Scrutinizer to scrutinize the entire e-Voting process in a fair and transparent manner.

• IX. The Scrutinizer will submit his report to the Chairman of the Company or to any other person authorized by the Chairman after completion of the scrutiny of e-Voting (votes cast during the AGM and votes cast through remote e-Voting). The result declared along with the Scrutinizer’s report shall be communicated to the stock exchanges and NSDL. The said report will also be displayed on the Company’s website at www.rajshreepolypack.com, within 2(two) working days of conclusion of the AGM

• X. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Act, shall be available for electronic inspection by Members during the AGM. All documents referred to in the Notice shall also be available for electronic inspection. Members seeking to inspect such documents can send an email to cosec@ rajshreepolypack.com.

• XI. Members at the 8[th] AGM of the Company, held on Friday, September 27, 2019 had approved the appointment of M/s. MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W), as statutory auditors of the Company, to hold office for a period of 5(five) years, subject to ratification of shareholders, from the conclusion of the 8[th] AGM till the conclusion of the 13[th] AGM. The Ministry of Corporate Affairs vide its Notification dated May 7, 2018 has dispensed with the requirement of ratification of Auditors.

13. Dividend

• Pursuant to Regulation 42 of the SEBI Listing Regulations and the relevant provisions of the Act, the record date fixed for the purpose of Dividend entitlement is Thursday, September 22, 2022.

• The Dividend for the financial year ended March 31, 2022 as recommended by the Board, if approved at the AGM, will be paid on or before Friday, October 28, 2022, to those Members whose name appear in the Register of Members of the Company as on the record date, subject to deduction of tax at source where applicable.

• The Company provides the facility to the Members for remittance of dividend directly in electronic mode. In view of the outbreak of COVID-19 pandemic and resultant difficulties involved in dispatching of physical dividend warrants, Members desirous of availing the facility of Electronic Credit of dividend are requested to fill up NECS form attached to this Notice and return the same duly filled and signed alongwith a photocopy of a leaf of their cheque book bearing bank account number, on or before Friday, September 16, 2022. The said details in respect of the shares held in electronic form should be sent to their respective Depository Participant (with a copy to the Company / RTA) for appropriate action before close of work on Friday, September 16, 2022. For shares held in physical form, the said details should be sent to the Company / RTA for appropriate action.

• In line with the said circulars issued by the MCA and SEBI, in case the Company is unable to pay the dividend to any Member by electronic mode, due to non-availability of their latest bank account details, the Company shall upon normalization of the postal services, dispatch the dividend warrant / cheque to such Members by post.

• Members holding shares in dematerialized form are hereby informed that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend.

• Members may note that pursuant to the changes introduced by the Finance Act, 2020, the Company would be required to withhold taxes at the prescribed rates on the dividend paid to its Members. The withholding tax rate would vary depending on the residential status of the Member and the documents submitted by them and accepted by the Company. Accordingly, the above referred final dividend will be paid to the Members after deducting the tax at source as follows:

21

Resident Member:

It may be noted that tax would not be deducted on payment of Dividend to Resident Individual Members, if total dividend to be paid in a financial year does not exceed 5,000. Where the dividend payable exceeds 5,000 in the financial year 202223, please refer to the table below for the details:

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Particulars Applicable Documents required (if any)
Rate
With PAN 10% Update / Verify the PAN, and the residential status as per Income Tax Act, 1961
if not already done, with the depositories (in case of shares held in demat
mode) and with the Company's RTA - Link Intime India Private Limited (in
case of shares held in physical mode) by writing an email at rnt.helpdesk@
linkintime.co.in
If Member is classified as "specified person" as per the provision of
section 206AB, tax will be deducted at the rate higher of the following:
Twice the rate specified in the relevant provision of the Income-tax Act, 1961;
or
i. Twice the rate or rates in force; or
ii. The rate of 5%.
Specified person means a person who has not filed the returns of income for both
of the two assessment years relevant to the two previous years immediately prior
to the previous year in which tax is required to be deducted, for which the time
limit of filing return of income under sub-section (1) of section 139 has expired; and
the aggregate of tax deducted at source and tax collected at source in his case is
rupees fifty thousand or more in each of these two previous years .
For the purpose of identifying whether a Member is categorized as “Specified
Person” as per the provision of section 206AB, the tax department has started
functionality check on the tax portal. The Company will be relying on the
information verified by the utility available on the Income Tax website.
Without PAN / 20% -
Invalid PAN
Submitting Form 15G / NIL Declaration in Form No. 15G (applicable to any person other than a company
Form 15H or a firm) / Form 15H (applicable to an Individual who is 60 years and older),
fulfilling certain conditions.
The aforementioned forms for tax exemption can be downloaded from Link
Intime’s website. The url for the same is as under:
https://web.linkintime.co.in/formsreg/submission-of-form-15g-15h.html
On this page select the General tab. All the forms are available under head
“Form 15G/15H/10F”.
Submitting Order under Rate provided in Lower / NIL withholding tax certificate obtained from tax authority.
Section 197 of the Income the Order
Tax Act, 1961
An Insurance Company as NIL Self-declaration that it has full beneficial interest with respect to the shares
specified under Section 194 owned by it along with Self attested PAN.
of the Income Tax Act,1961
a) Mutual Fund specified NIL Self-declaration that they are specified in Section 10 (23D) of the Income Tax
under clause (23D) Act, 1961 along with self-attested copy of PAN and registration certificate.
of Section 10 of the
Income Tax Act, 1961
b) Alternative Investment Self-declaration that their income is exempt under Section 10 (23FBA) of
Fund (AIF) established the Income Tax Act, 1961 and they are established as Category I or Category
in India II AIF under the SEBI Regulations, alongwith self-attested copy of PAN and
registration certificate.
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Annual Report 2021 - 2022

RAJSHREE POLYPACK LIMITED

Non-Resident Member:

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Applicable
Particulars Documents required (if any)
Rate
Foreign Institutional 20% (plus - Update / Verify the PAN and legal entity status as per the Income Tax Act,
Investors (FIIs) / Foreign applicable 1961, if not already done, with the depositories or with the Company's
Portfolio Investors (FPIs) surcharge and RTA, as the case may be.
cess) - Provide declaration whether the investment in shares has been made
under the general FDI route or under the FPI route.
- Self-attested copy of SEBI Registration certificate.
Other Non-resident 20% (plus Update / Verify the PAN and the residential status as per Income Tax Act, 1961,
Members applicable if not already done, with the depositories (in case of shares held in demat
surcharge and mode) and with the Company's RTA - Link Intime India Private Limited (in
cess) case of shares held in physical mode) by writing an email at rnt.helpdesk@
OR linkintime.co.in
Tax Treaty In order to apply the Tax Treaty rate, all the following documents would be
Rate required:
(whichever is 1) Copy of Indian Tax Identification number (PAN), if available.
lower) 2) Valid Tax Residency Certificate (TRC) obtained from the tax authorities of
the country of which the Member is a resident.
3) Form 10F duly filled and signed.
4) Self-declaration from Non-resident, primarily covering the following:
- Non-resident is eligible to claim the benefit of respective tax treaty;
- Non-resident receiving the dividend income is the beneficial owner
of such income; and
- Dividend income is not attributable / effectively connected to any
Permanent Establishment (PE) or Fixed Base in India.
Submitting Order u/s 197 Rate provided in Lower / NIL withholding tax certificate obtained from tax authority.
of the Income Tax Act, the Order
1961 (i.e. lower or NIL
withholding tax certificate)
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** The Company is not obligated to apply the beneficial Tax Treaty rates at the time of tax deduction / withholding on dividend amounts. Application of beneficial Tax Treaty rate shall depend upon the completeness of the documents submitted by the Non - Resident Member and review to the satisfaction of the Company.

Kindly note that the aforementioned documents / declarations are required to be submitted to our RTA, Link Intime India Private Limited at its dedicated link mentioned below - https://linkintime.co.in/formsreg/submission-of-form-15g-15h.html on or before Saturday, September 24, 2022, 5.00 p.m. Indian Standard Time (IST) in order to enable the Company to determine and deduct appropriate TDS / withholding tax rate. No communication on the tax determination / deduction shall be entertained post Saturday, September 24, 2022, 5:00 p.m. (IST). It may be further noted that in case the tax on said dividend is deducted at a higher rate in absence of receipt of the aforementioned details / documents from you, there would still be an option available with you to file the return of income and claim an appropriate refund, if eligible. All communications / queries in this respect should be addressed and sent to our RTA at its email address rnt.helpdesk@linkintime.co.in. Please note no tax exemption forms sent on this mail id will be entertained and this mail is specifically for dividend tax related queries.

If the tax on said dividend is deducted at a higher rate in absence of receipt of or satisfactory completeness of the aforementioned details / documents on or before Saturday, September 24, 2022, the Member may claim an appropriate refund in the return of income filed with their respective tax authorities.

No claim shall lie against the Company for such taxes deducted.

• Pursuant to provisions of Section 124(5) of the Act, dividends which remain unclaimed / un-encashed for a period of 7 (seven) years is required to be transferred to the Investor Education and Protection Fund of the Central Government established under sub-section (1) of Section 125 of the Act. Therefore, Members who have not encashed their dividend for the financial year 2018-19 to 2020-21 should lodge their request for the same with the RTA or the Company. The IEPF Rules mandate the companies to transfer the shares of Members whose dividends remain unpaid / unclaimed for a period of 7 (seven) consecutive years to the demat account of IEPF Authority.

23

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (“ACT”)

As required by Section 102 of the Act, the following explanatory statement sets out all material facts relating to the businesses mentioned under Item Nos. 4 to 6 of the accompanying Notice.

Item No. 4

Ratification of Remuneration of Cost Auditors

The Board of Directors (“ Board ”), on the recommendation of the Audit Committee, has approved the appointment of M/s. V.J. Talati & Co. Cost Accountants , Mumbai (Firm Registration No. R00213), as the Cost Auditors of the Company, to conduct audit of the cost records of the Company for the financial year ending March 31, 2023 for a remuneration of ₹ 60,000/- (Rupees Sixty Thousand Only) plus applicable taxes, out-of pocket expenses, travelling and other expenses incurred by them for the purpose of audit for the financial year 2022-23. A Certificate issued by the above firm regarding their eligibility for appointment as Cost Auditors will be available for inspection by the members as stated in point 12 of the Notice given above.

The appointment of M/s. V.J. Talati & Co. as Cost Auditors shall also extend to all such applicable unit/s as may be owned by the Company during the said financial year; and shall be on such remuneration as may be mutually agreed upon, subject to the recommendation of the Audit Committee and approval of the Board and endorsed / ratified by the resolution of the Members in this behalf.

In accordance with the provisions of Section 148(3) of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the members of the Company. Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 4 of the Notice.

The Board recommends passing of the Ordinary Resolution as set out in Item No. 4 of the Notice relating to the remuneration payable to M/s. V.J. Talati & Co., Cost Accountants , for approval by the Members.

None of the Directors or Key Managerial Personnel or their relatives are in any way concerned or interested in the resolution set out at Item No. 4 of the Notice.

Item No. 5

Re-appointment of Mr. Rajesh Satyanarayan Murarka, as Non- Executive Independent Director of the Company for a second term of 5 (five) years

Mr. Rajesh Satyanarayan Murarka, was appointed as a NonExecutive, Independent Director at an Extra Ordinary General Meeting of the Company held on December 18, 2017, for a period of 5 (five) years with effect from November 20, 2017 till November 19, 2022. Further, he is eligible for reappointment for a second term of 5 (five) years i.e., from November 20, 2022 till November 19, 2027.

Based on the recommendation of the Nomination and Remuneration Committee (“ NRC ”), he has been reappointed as an Non Executive Independent Director by the Board in its meeting dated August 13, 2022 for a second term of 5 (five) years i.e. November 20, 2022 till November 19, 2027, subject to the approval of the Members at the ensuing Annual General Meeting (“ AGM ”).

In terms of Section 149(10) read with Section 152 of the Act, an Independent Director shall hold office for a term of up to 5 (five) consecutive years on the Board of a Company, but shall be eligible for re-appointment on passing of a Special Resolution by the Company and disclosure of such appointment in the Board’s report. In compliance thereof, the approval of the Members for re-appointment of the said Independent Director through Special Resolution is being sought at this AGM prior to expiry of his first term.

The profile and specific areas of expertise of Mr. Rajesh Satyanarayan Murarka is provided as “ Annexure-A” to this Notice.

Mr. Rajesh Satyanarayan Murarka is not restrained from acting as a Director under any order passed by SEBI or any such authority and is eligible to be appointed as a Director in terms of Section 164 of the Act. He has also given his consent for such reappointment.

In the opinion of the NRC and the Board, Mr. Rajesh Satyanarayan Murarka is a person of integrity, possesses the relevant expertise, proficiency and experience, and fulfills the conditions specified in the Act and the SEBI Listing Regulations to continue as an Independent Director of the Company and he is Independent of the management. In terms of Regulation 25(8) of SEBI Listing Regulations, Mr. Rajesh Satyanarayan Murarka has confirmed that he is not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties.

The Company has received all statutory disclosures / declarations from Mr. Rajesh Satyanarayan Murarka, including (i) consent in writing to act as director in Form DIR-2, pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 (“ the Appointment Rules ”), (ii) intimation in Form DIR-8 in terms of the Appointment Rules to the effect that he is not disqualified under sub-section (2) of Section 164 of the Act, and (iii) a declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Act. The Company has also received a notice under Section 160 of the Act from a member, intending to nominate Mr. Rajesh Satyanarayan Murarka to the office of Independent Director.

In the opinion of the Board and based on its evaluation, Mr. Rajesh Satyanarayan Murarka fulfils the conditions specified in the Act and Rules made thereunder and SEBI Listing Regulations for his reappointment as an independent director of the Company and he is independent of the Management of the Company.

A copy of the draft letter for the reappointment of Mr. Rajesh Satyanarayan Murarka setting out the terms and conditions is available for electronic inspection without any fee by the members.

The resolution seeks the approval of members for the reappointment of Mr. Rajesh Satyanarayan Murarka as an Independent Director for a second term of 5 (five) years effective from November 20, 2022, up to November 19, 2027, pursuant to Sections 149, 152 and other applicable provisions of the Act and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof) and his office shall not be liable to retire by rotation.

Disclosures, as required under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard -2 on General Meetings issued by the Institute of Company Secretaries of India, are annexed as “ Annexure-A ” to this Notice.

The Board recommends the Special Resolution set out at Item No. 5 for approval of the members.

Except for Mr. Rajesh Satyanarayan Murarka and his relatives, no other Directors, Key Managerial Personnel, or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of the Notice.

Item No. 6

Grant approval for payment of professional fees to be paid to Mr. Praveen Bhatia, Independent Director for providing professional services for financial year 2022-23

As per Regulation 17(6)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing

24

Annual Report 2021 - 2022

RAJSHREE POLYPACK LIMITED

Regulations ”) all fees / compensation payable (except sitting fees for attending meetings of the Board of any Committees thereof) to Non-Executive Directors, including Independent Directors requires approval of the members in general meetings.

Mr. Praveen Bhatia has rich experience of 30(thirty) years in the packaging industry. He is a Techno Commercial expert with a unique combination of skill sets. Being a qualified Chartered Accountant and having good insight of the packaging industry, he has helped many entrepreneurs in setting up projects in the packaging segment.

Given his experience, and based on the recommendation of the Nomination and Remuneration Committee (“ NRC ”), the Board of Directors at its meeting held on July 5, 2022, approved payment of professional fees to Mr. Praveen Bhatia, Independent Director for providing professional services for financial year 2022-23, subject to the approval of the Members.

Accordingly, the Board recommends the Special Resolution set out at Item No. 6 for approval of the members.

Except for Mr. Praveen Bhatia and his relatives, none of the Directors or Key Managerial Personnel or their relatives are in any

way concerned or interested in the resolution set out at Item No. 6 of the Notice .

By Order of the Board of Directors For Rajshree Polypack Limited

Sd/Date: August 13, 2022 (Mitali Rajendra Shah) Place: Thane Company Secretary & Compliance Officer

Regd. Office:

Rajshree Polypack Limited

Lodha Supremus, Unit No. 503-504, 5[th] Floor, Road No. 22, Kishan Nagar, Near New Passport Office, Wagle Estate, Thane (West) 400 604. Tel No. : +91-22 25818200, Fax : +91-22 25818250 CIN : L25209MH2011PLC223089 Website : www.rajshreepolypack.com E-mail id : info@formpack.co.in

"ANNEXURE-A "

Details of Directors pursuant to regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and - Disclosure Requirements) Regulations, 2015 and the Secretarial Standard 2 on General Meetings issued by the Institute of Company Secretaries of India are given below:

Name of Director	Mr. Rajesh Satyanarayan Murarka	Mr. Naresh Radheshyam Thard
DIN	01501322	03581790
Designation	Non-Executive Independent Director	Joint Managing Director
Age	49 years	46 years
Date of frst appointment on the Board	November 20, 2017	October 15, 2011
Qualifcation	B.com and CA	First year B. Com.
Brief profle and Nature of Expertise in specifc functional areas	He has an experience in debt syndication, debt structuring/ re-structuring and debt advisory services of more than 20 (twenty) years.	He is co-founder of the Company along with Mr. Ramswaroop Radheshyam Thard. He is a specialist in Plastic Processing and Packaging and has over 20 (twenty) years of experience. He drives the growth of the Company along with the Chairman & Managing Director.
Directorships held in other listed companies (excluding foreign companies)	NA	NA
Listed entities from which the person has resigned in the past three (3) years	NA	NA
Memberships / Chairmanships of Committees of other Indian public Companies	NA	NA
Number of Shares heldas on March 31, 2022	500 shares	17,35,788 shares
Inter-se relationships between Directors	He is not related to any other Director	He is the Brother of Mr. Ramswaroop Radheshyam Thard
Relationship with Key Managerial Personnel of the Company	NA	NA
No. of Board Meetings attended during the fnancial year 2021– 22	4/4	4/4
Details of remuneration last drawn from the Company	0.60 Lakhs (Sitting fees)|62.10 Lakhs per annum
Terms and Conditions of appointment / re-appointment	Non-Executive, Independent Director not liable to retire by rotation.	Joint Managing Director, liable to retire by rotation
Skills and Capabilities and the manner in which the Independent Director meets the requirements	As per the resolution at Item no. 5 of this Notice, read with the explanatory statement thereto.	NA

25

Rajshree PolyPack Limited

(CIN: L25209MH2011PLC223089)

: Lodha Supremus Building, No.1 Unit No. 503-504, 5th Floor, Road No. 22, Near New Passport Office, Wagle Estate, Thane (W) – 400604, India Tel: +91-22 2581 8200, Fax: +91-22 2581 8250

Email: cosec@rajshreepolypack.com; Website: www.rajshreepolypack.com

NECS MANDATE FORM

1. Member’s name (in Block letters) : : 2. Folio Number (for Physical shares) : 3. DP ID / Client ID No. (for Dematerialised shares): (i) NSDL : (ii) CDSL 4. Number of Shares : 5. Bank Name : 6. Branch Name & Address : 7. Status of the Investor (Mark”√” in the appropriate box) : 8. Account Types (Mark”√” in the appropriate box) : 9. Account Number : 10. Ledger Folio No. of the Account (If appearing on Cheque Book) : 11. Nine digit code number of the Bank and Branch appearing on the Cheque :	________ {First holder} __________ {Joint holder(s)}	________ {First holder} __________ {Joint holder(s)}	________ {First holder} __________ {Joint holder(s)}	________ {First holder} __________ {Joint holder(s)}	________ {First holder} __________ {Joint holder(s)}	________ {First holder} __________ {Joint holder(s)}	________ {First holder} __________ {Joint holder(s)}	________ {First holder} __________ {Joint holder(s)}	________ {First holder} __________ {Joint holder(s)}	________ {First holder} __________ {Joint holder(s)}	________ {First holder} __________ {Joint holder(s)}	________ {First holder} __________ {Joint holder(s)}	________ {First holder} __________ {Joint holder(s)}	________ {First holder} __________ {Joint holder(s)}	________ {First holder} __________ {Joint holder(s)}	________ {First holder} __________ {Joint holder(s)}	________ {First holder} __________ {Joint holder(s)}
	________ _______ _______ ________ Resident Non-Resident Savings Current _______ _______

I / We hereby declare that the particulars given above are correct and complete. If credit is not effected for reasons of incomplete or incorrect information, I / we would not hold the Company responsible.

Place:

Signature of the First holder

Date :

Name of the First holder

Note: In case, shares are held in electronic form, kindly submit ECS particulars to your Depository Participants (DPs)

Certi�cate of the Member’s Bank

Certi�ed that the particulars of the Bank Account furnished above are correct as per our records.

Bank Stamp:

Signature of the authorized Official of the Bank

Date:

Note: Please attach a photocopy of Cheque issued by your Bank relating to your bank account for verifying the accuracy of the code number.

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Annual Report 2021 - 2022