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Neeraj Paper Marketing Ltd.

BSE: 539409 Sector: Others
NSE: N.A. ISIN Code: INE894J01019
BSE LIVE 15:23 | 21 Aug 13.60 0.48
(3.66%)
OPEN

13.60

HIGH

13.60

LOW

13.60

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 13.60
PREVIOUS CLOSE 13.12
VOLUME 380
52-Week high 13.60
52-Week low 5.80
P/E 20.00
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 13.60
Sell Qty 115.00
OPEN 13.60
CLOSE 13.12
VOLUME 380
52-Week high 13.60
52-Week low 5.80
P/E 20.00
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 13.60
Sell Qty 115.00

Neeraj Paper Marketing Ltd. (NEERAJPAPERMKT) - Director Report

Company director report

Dear Members

Your directors have pleasure in presenting you their 21st Annual Report on the businessand operations of the company together with the Audited Financial Statement of the Companyfor the year ended 31st March 2016.

FINANCIAL RESULTS (STANDALONE):

(INR in Lacs)

CURRENT YEAR PREVIOUS YEAR
31.03.2016 31.03.2015
Net Sale/Income from 38073.90 31003.09
Operations
Other Income 23.34 21.83
Total Income 38097.24 31024.91
Profit before Finance Charges Depreciation & Tax 1088.81 1128.8
Finance Charges 962.76 1015.94
Depreciation 25.98 25.12
Profit Before Tax 100.07 87.74
Provision for Tax 32.80 28.11
Profit After Tax 67.27 59.63
Balance of Profit Brought 455.84 396.21
Forward
Balance available for appropriation 523.21 455.84
Proposed Dividend on equity shares - -
Tax on proposed Dividend - -
Transfer to General Reserve - -
Surplus carried to next year’s account 523.21 455.84
Earning Per Share(EPS) -
Basic 0.61 0.54
Diluted 0.61 0.54

DIVIDEND:

As company required funds for business and growth no Dividend is recommended for theyear under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

OPERATIONAL REVIEW:

The Turnover for the Financial Year ended on 31.03.2016 is Rs. 38073.90 Lacs ascompared to 31003.09 Lacs last year. The Net Profit (Before Tax) of the Company is Rs.100.07 Lacs as compared to 87.74 Lacs last year. The company is engaged in marketingbusiness of waste Paper finished Paper steel etc. The turnover and net profit of thecompany has increased as compared to last year.

During the financial year 2015-16 the securities of the company got listed on BombayStock Exchange Limited w.e.f. 27/10/2015.

FUTURE PROSPECTS

According to "India Paper Industry Forecast & Opportunities 2017" thepaper industry in India is expected to grow at the CAGR of around 9.6% during 2012-2017which will make the revenues of paper industry of India to reach up to USD 11.83 Billionby 2017. All this has always shown an upward trend in the requirement of paper which ourcompany is taking maximum advantage of and is trading more & more products andvarieties in order to cater the needs of the industry as well as the consumers.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company’s operations in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Internal Audit Department monitors and evaluates theefficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company andits subsidiaries. Based on the report of internal audit function process owners undertakecorrective action in their respective areas and thereby strengthen the controls.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

AUDITORS AND AUDITOR’S REPORT:

a) STATUTORY AUDITORS

M/s Goel Singhal & Associates Chartered Accountants Muzaffarnagar were appointedas Statutory Auditors for a period of three years in the Annual General Meeting held on30/09/2014. Their continuance of appointment and payment of remuneration are to beconfirmed and approved in the ensuing Annual General Meeting. The Company has received acertificate from the above Auditors to the effect that if they are reappointed it wouldbe in accordance with the provisions of Section 141 of the Companies Act 2013.

The Notes on financial statement referred to in the Auditors’ Report areself-explanatory and do not call for any further comments. The Auditors’ Report doesnot contain any qualification reservation or adverse remark.

b) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Shailly Goel & Co. Company Secretaries to undertake the Secretarial Auditof the company. The Secretarial Audit Report is annexed herewith as "Annexure1". The Secretarial Auditors’ Report does not contain any qualificationreservation or adverse remark.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

No company has become or ceased to be the Subsidiary Joint Venture And AssociateCompany of the company during the Financial Year.

As on 31/03/2016 there were two Associate companies:

1) Brinagopal Traders Pvt Ltd

2) Swabhiman Vyapaar Pvt Ltd.

The details of financial performance of Associate Company are furnished in Annexure Ito the consolidated Financial Statement.

SHARE CAPITAL

The paid up equity share capital as on 31/03/2016 was Rs. 110000000/- Crore. Furtherthe company has not bought back any of its securities has not issued any Sweat EquityShares has not provided any Stock Option Scheme to the employees and no Bonus Shares wereissued during the year under review.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in AnnexureII and is attached to this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING

AND OUTGO ETC:

Information on conservation of Energy Technology absorption Foreign Exchange earningsand outgo required to be disclosed under Section 134 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 are provided hereunder:

(A) Conservation of Energy:

All efforts are made to conserve and optimize use of energy with continuous monitoringand to reduce its electricity consumption during the financial year.

(B) Technology absorption:

Since the company is involved in the trading activities no specific expenses are madetowards technology absorption during the financial year.

(C) Foreign exchange earnings and Outgo:

There is no Foreign exchange earnings of the company during the financial year.However there was outflow of Rs. 7309611/- (USD 113033.12) during the year.

DIRECTORS AND KEY MAGAERIAL PERSONNEL:

The company has received the declarations from all the Independent directors confirmingthat they meet the criteria of independence as provided under Section 149(6) of theCompanies Act 2013 and Listing Regulations.

In accordance with the provisions of Companies Act 2013 and Articles of Association ofthe Company Mr. Parveen Kumar Goel Director of the Company retire by rotation at theensuing Annual General meeting and being eligible offer himself for re-appointment.

Mr. Biresh Kumar Das has resigned from the post of Company Secretary of the companyw.e.f. 31/07/2016 and

Ms. Vaishali Mathpal has been appointed as the Company Secretary of the company w.e.f01/08/2016.

a) Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Listing Regulation the Boardhas carried out an annual performance evaluation of its own performance and the directorsindividually. The manner in which the evaluation has been carried out has been explainedin the Corporate Governance Report.

b) Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

c) Meetings

During the year Seven Board Meetings and one independent directors’ meeting washeld. The Details of which are given in Corporate Governance Report. The provisions ofCompanies Act 2013 and listing agreement were adhered to while considering the time gapbetween two meetings.

VIGIL MECHANSIM

Pursuant to the Listing Regulation and as per Section 177 of the Companies Act 2013the company has established a vigil mechanism/Whistle Blower policy for the directors andemployees to report genuine concerns or grievances about unethical behavior actual orsuspected fraud or violation of the company’s Code of Conduct or Ethics Policy. TheVigil Mechanism Policy has been uploaded on the website of the Company athttp://www.neerajpaper.com/index.php?page=vigil_mechanism.

COMMITEES OF THE BOARD

a) AUDIT COMMITTEE

As on 31/03/2016 the Audit committee comprises of the following directors:

Mr. Ankur Sangal (Non- Executive Independent Director) - Chairman
Ms. Sonal (Non- Executive Independent Director) Member
Mr. Amit Agarwal (Non-Executive Director) Member

All the recommendations made by Audit committee were accepted by the Board.

b) NOMINATION AND REMUNERATION COMMITTEE

As on 31/03/2016 the Nomination and Remuneration Committee comprises of the followingdirectors:

Mr. Ankur Sangal (Non- Executive Independent Director) - Chairman
Ms. Sonal (Non- Executive Independent Director) Member
Mr. Amit Agarwal (Non-Executive Director) Member

c) STAKEHOLDER RELATIONSHIP COMMITTEE:

As on 31/03/2016 Stakeholder Relationship Committee comprises of the followingdirectors:

Mr. Amit Agarwal Chairman
Mr. Deepak Goel Member

The committee specifically looks into the redressing of the Shareholder/ Investorcomplaints like non-receipt of share certificate after transfer non-receipt of AnnualReport and to approve the share transfer. The Board has designated the company secretaryof the company as the compliance officer.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable. However detail of guarantees or investment which are outstanding as on31/03/2016 is provided in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm’slength basis. There are no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also the Boardfor approval.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany’s website under the link athttp://www.neerajpaper.com/index.php?page=code_conduct.

Particulars of contracts or arrangements or transactions in Form AOC-2 is attached asAnnexure III.

MANAGERIAL REMUNERATION

Disclosure under Rule 5 of Companies (Appointment and Remuneration) Rules 2014 isattached as Annexure IV.

RISK MANAGEMENT POLICY

In accordance with Companies Act 2013 and listing Regulation the Board members wereinformed about risk assessment and minimization procedures after which the Board formallyadopted steps for framing implementing and monitoring the risk management plan for thecompany.

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

In today’s challenging and competitive environment strategies for mitigatinginherent risks in accomplishing the growth plans of the Company are imperative. The commonrisks inter alia are: Regulations competition Business risk Investments retention oftalent and expansion of facilities. Business risk inter-alia further includes financialrisk political risk fidelity risk legal risk.

As a matter of policy these risks are assessed and the company has not identified anyelement of risk which may threaten the existence of the company.

CORPORATE SOCIAL RESPONSIBILITY

As per Companies Act 2013 provisions of Corporate Social Responsibility are notapplicable to the company.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

PARTICULARS OF EMPLOYEES:

During the year there is no employee drawing remuneration in excess of the limitsspecified under Companies Act 2013 and rules made thereunder .

Internal Complaint Committee

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexures together with theCertificate from the auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in the Listing Regulation.

ACKNOWLEGEMENT:

Your Directors take this opportunity to convey their deep sense of gratitude forvaluable assistance and Co Operation extended to the Company by all valued CustomersBankers and various departments of government and local authorities.

Your Directors also wish to place on record their sincere appreciation for the valuedcontribution unstinted efforts and spirit of dedication shown by the employees officersand the executives at all levels which contributed in no small measure to the progressand the high performance of the Company during the Year under review.

On behalf of the Board
DATED: 12th August 2016 For NEERAJ PAPER MARKETING LIMITED
PLACE: DELHI
Sd/- Sd/-
DEEPAK GOEL PARVEEN KUMAR GOEL
(WHOLE TIME DIRECTOR) (WHOLE TIME DIRECTOR)
DIN: 00200527 DIN: 00014638