You are here » Home » Companies » Company Overview » Neeraj Paper Marketing Ltd

Neeraj Paper Marketing Ltd.

BSE: 539409 Sector: Others
NSE: N.A. ISIN Code: INE894J01019
BSE 00:00 | 20 Oct 12.36 0
(0.00%)
OPEN

12.36

HIGH

12.36

LOW

12.36

NSE 05:30 | 01 Jan Neeraj Paper Marketing Ltd
OPEN 12.36
PREVIOUS CLOSE 12.36
VOLUME 1001
52-Week high 15.75
52-Week low 10.00
P/E 23.32
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.36
CLOSE 12.36
VOLUME 1001
52-Week high 15.75
52-Week low 10.00
P/E 23.32
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Neeraj Paper Marketing Ltd. (NEERAJPAPERMKT) - Director Report

Company director report

Dear Members

Your directors have pleasure in presenting you their 25thAnnual Report onthe business and operations of the company together with the Audited Financial Statementof the Company for the year ended 31st March 2020.

FINANCIAL RESULTS (AS PER IND AS):

(INR in Lacs)

CURRENT YEAR 31/03/2020 PREVIOUS YEAR 31/03/2019
Net Sale/Income from Operations 14426.71 25220.46
Other Income 1.49 13.30
Total Income 14428.20 25233.76
Profit before Finance Charges Depreciation & Tax 3 29 .21 671.67
Finance Charges 221.12 505.01
Depreciation 44.59 37.89
Profit Before Tax before exceptional items 63.50 128.77
Exceptional items 0 45.68
Profit Before Tax after exceptional items 63.50 83.09
Provision for Tax -12.89 49.31
Profit After Tax 76.39 33.78
Balance of Profit Brought Forward 425.20 391.42
Balance available for appropriation 501.59 425.20
Proposed Dividend on equity shares - -
Tax on proposed Dividend - -
Transfer to General Reserve - -
Surplus carried to next year's account 501.59 425.20
Earning Per Share(EPS) - Basic 0.69 0.31
Diluted 0.69 0.31

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 31/03/2020 is Rs. 14426.71 Lacs ascompared to Rs. 25220.46 Lacs last year. Net profit of the company before exceptionalitems and tax is Rs.63.50 Lacs as compared to Rs. 128.77Lacs last year. The company isengaged in marketing business of variety of paper like duplex kraft waste paper artpaper poster paper etc.

FUTURE PROSPECTS

According to the "Paper Mart (A biomonthly magazine for Paper Industries inIndia)" the demand for domestic paper in India rose from 9.4 million tonnes in FY08to 15.4 million tonnes in FY16; and it continues to rise. Besides the Indian paper andpaper products market is projected to grow from USD 8.6 billion in 2018 to USD 13.4billion by 2024 exhibiting a CAGR of 7.8 percent during 2019 to 2024.

Also according to India Paperex (A Unified Business Platform for Paper Industry) thepaper and board industry in India is considering this transition phase as a greatopportunity coupled with the challenge of providing affordable alternatives. Paper millsare conducting various trials to make paper and paperboard for the intended use likecarrying wrapping protecting packing and holding as a container.

Under the baseline scenario by 2024-25 domestic consumption is projected to rise to23.5-million tpa and production to 22.0- million tpa. About one million tpa of integratedpulp paper and paperboard capacity is required to be created in India on an annual basisover the current capacity to meet the growing demand.

India is the fastest growing market for paper globally and it presents an excitingscenario; paper consumption is poised for a big leap forward in sync with the economicgrowth.

The paper imports continue to surge even as domestic paper manufacturers limp back torestart production after the COVID outbreak. In a communication to the government theIndian Paper Manufacturers Association (IPMA) said both inward and outward supply chainsof the paper industry have been totally disrupted and are yet to recover fully.

IPMA also mentioned that taking advantage of the situation import of paper has beenrising steadily. The paper imports have risen 2 percent to Rs. 1870 crore (Rs. 1830crore) in the first 11 months of FY20. Even after the Covid outbreak there in NovemberChina has managed to export paper worth Rs. 1773 crore (Rs.1831 crore) to India.

Also the paper cardboard and duplex board are being used for giving facility oftemporary beds to the COVID 19 patients this has increased the supply of paper board andits other products.

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

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which these 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 andcomplexityof its operations. The Internal Audit Department monitors andevaluates theefficacy and adequacy of internal control system in the Company its compliancewithoperating systems accounting procedures and policies at all locations of the Companyandits subsidiaries. Based on the report of internal audit function process ownersundertake corrective 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.As well as the Company has not taken any unsecured loans from promoters/ directors orrelatives of promoters during the financial year 2019-20.

AUDITOR AND AUDITOR'S REPORT:

(a) STATUTORY AUDITOR

M/s. Rajeev Singal & Co. Chartered Accountants (Firm Registration No.008692C)were appointed as Statutory Auditors of your Company at the Annual General Meeting held on28th September 2017 for a term of five consecutive years to hold office fromthe conclusion of the 22ndAnnual General Meeting until the conclusion of 27thAnnual General Meeting of the Company to be held in

the calendar year 2022. As per the provisions of Section 139 of the Companies Act2013 the appointment of Auditors was required to be ratified by Members at every AnnualGeneral Meeting.

However in accordance with the Companies Amendment Act 2017 effective on 7th May2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors is notrequired to be ratified at every Annual General Meeting from now onwards.

The Report given by the Auditors on the financial statement of the Company is part ofthis Report. There has been no qualification reservation adverse remark or disclaimergiven by the Statutory Auditors in their Reporton the financial statements for the yearended March 31 2020.

(a) SECRETARIAL AUDITOR

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 for the financial year 2019-20.The Secretarial Audit Report is annexedherewith as 'Annexure I'.

The Board noted that there is no observation made in the Secretarial Audit report forthe financial year ended 31st March 2020.

(b) COST AUDITOR

As your company is trading company & due to non - applicability of section 148 andapplicable provisions of the Companies Act 2013 and the Companies (Cost Records andAudit) Rules 2014 the Company is not required to appoint cost auditor for audit of costrecords.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31/03/2020 there were no associate companies of the Company.

SHARE CAPITAL

The paid up equity share capital as on 31/03/2020 was Rs. 110000000. Further thecompany has not bought back any of its securities has not issued any Sweat Equity Shareshas not provided any Stock Option Scheme to the employees and no Bonus Shares were issuedduring the year under review.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92(3) and Section134(3)(a) read with Rule 12 of the Companies (Management and administration) Rules 2014is furnished in Annexure II and is attached to this Report and is also available on thewebsite of company.

The company has filed its annual return for the financial year ended 31/03/2019&the same has been uploaded on the website of the Company under thelinkhttps://www.neeraipaper.com/Form MGT 7.pdf

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India and approved by the Central Government underSection 118(10) of the Act.

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 Foreign exchange earnings of Rs. 3790310.15 (USD 57627.6) during thefinancial year. However there was outflow of Rs. 4456208.15/- (USD 68362.48) during theyear.

DIRECTORS AND KEY MAGAERIAL PERSONNEL

During the year under review as the term of Mr. Deepak Goel and Mr. Parveen Kumar Goelholding position of Whole Time Director of the Company ended on 1st September2019 the Board on recommendation of Nomination and Remuneration Committee approved andalso the members of the Company in Annual General Meeting held on 30thSeptember 2019 approved re appointment of Mr. Deepak Goel and Mr. Parveen Kumar Goel asWhole Time Directors of the Company on the terms specified in the resolution.

The first term of Mr. Shubhakar Pathak (DIN: 02371350) and Ms. Sonal (DIN: 06953152)Independent Directors of the Company ended on 29th September 2019. They had expressedtheir inability to continue as Independent Director for the Second term. Pursuant to therecommendation of Nomination and Remuneration Committee and the Board at its meeting heldon 13th August 2019 and members of the Company in Annual General Meeting heldon 30th September 2019 approved appointment of Ms. Neha Agarwal and Ms. PoojaBhardwaj as Independent Director of the Company for a term of five consecutive yearsw.e.f. 30th September 2019 to 29th September 2024.

Also the first term of Mr. Ankur Sangal (DIN: 01095679) Independent Director ended on29th September 2019 and he is eligible and provided his consent to bereappointed as Independent Director for the second term. Pursuant to the recommendation ofNomination And Remuneration Committee the Board at its meeting held on 13thAugust 2019 and members of the Company in Annual General Meeting held on 30thSeptember 2019 approved re-appointment of Mr. Ankur Sangal as a Non-Executive IndependentDirector of the Company not liable to retire by rotation for a second term of fiveconsecutive years w.e.f. 30th September 2019 to 29th September2024.

The company had received the declarations from 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. Praveen Kumar Goel Executive Director of the Company retire by rotationat the ensuing Annual General meeting and being eligible offer himself for reappointment.

The Board recommends the resolutions for your approval for the above appointments. .

a) Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Listing Regulation theannual evaluation of the performance of the Board its Committees and of individualdirectors has been made. The manner in which the evaluation has been carried out has beenexplained in 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 five Board Meetings and one independent directors' meeting was held.The Details of which are given in Corporate Governance Report. The provisions of CompaniesAct2013 and listing agreement were adhered to while considering the time gap between twomeetings.

VIGIL MECHANISM

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 behaviour actual orsuspected fraud or violation of the company's Code of Conduct or Ethics Policy.

COMMITEES OF THE BOARD

a) AUDIT COMMITTEE

From 1st April 2019 to 30th September 2019 the Audit Committeecomprised of the following members:

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

During the year the Audit Committee of the Company reconstituted with the approval ofBoard in their meeting held on 30th September 2019 and as on 31stMarch 2020 the committee comprised of the following members:

1. Mr. Ankur Sangal ( Non-Executive Independent Director) - Chairman
2. Mr. Amit Agarwal ( Non-Executive Director) - Member
3. Ms. Neha Agarwal( Non-Executive Independent Director) - Member

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

b) NOMINATION AND REMUNERATION COMMITTEE

From 1st April 2019 to 30th September 2019 the Nomination andRemuneration Committee comprised of the following members:

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

During the year the Nomination and Remuneration Committee of the Company reconstitutedwith the approval of Board in their meeting held on 30th September 2019 and ason 31st March 2020 the committee comprised of the following members:

1. Mr. Ankur Sangal (Non- Executive Independent Director) - Chairman
2. Ms. Pooja Bhardwaj (Non- Executive Independent Director) - Member
3. Mr. Amit Agarwal (Non-Executive Director) - Member

c) STAKEHOLDER RELATIONSHIP COMMITTEE:

As on 31/03/2020 the committee comprised of the following directors as members:

Mr. Amit Agarwal (Non-Executive Director) -Chairman
Mr. Deepak Goel(Whole Time Director) - Member
Mr. Ankur Sangal (Non-Executive Independent Director) - Member

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 which is outstanding as on 31/03/2020 is provided in theNotes 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's lengthbasis. There are no materially significant related party transactions made by the Companywith Promoters Directors Key Managerial Personnel or other designated persons which mayhave 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.

Policy on Related Party Transactions is uploaded on the Company's website under thelink at

https://www.neeraipaper.com/POLICY%20FOR%20RELATED%20PARTY%20TRANSACTIQN-2.pdf

Particulars of contracts or arrangements or transactions in Form AOC-2 are 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 mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Investments retention of talentand expansion of facilities. Business risk inter-alia further includes financial riskpolitical 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.

i) 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 there under.

However the prescribed information of Employees as required under Section 134(3)(q)read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel)Rules 2014 is attached herewith as Annexure V.

INTERNAL COMPLAINT COMMITTEE

The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.

Further your Directors state that during the year under review company has compliedwith the provisions relating to constitution of Internal Complaint Committee under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and there were no cases of sexual harassment reported to the Company pursuant to thesexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) 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 Annexure 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.

.