Your directors have pleasure in presenting you their 27thAnnual Report onthe business and operations of the company together with the Audited Financial Statementof the Company for the year ended 31st March 2022.
FINANCIAL RESULTS (AS PER IND AS)
(INR in Lacs)
| ||CURRENT YEAR ||PREVIOUS YEAR |
| ||31/03/2022 ||31/03/2021 |
|Net Sale/Income from Operations ||13503.30 ||10908.36 |
|Other Income ||1.35 ||0.96 |
|Total Income ||13504.65 ||10909.32 |
|Profit before Finance Charges Depreciation & Tax ||282.15 ||279.67 |
|Finance Charges ||161.35 ||182.13 |
|Depreciation ||40.15 ||42.35 |
|Profit Before Tax before exceptional items ||80.65 ||55.19 |
|Exceptional items ||52.07 ||0 |
|Profit Before Tax after exceptional items ||132.72 ||55.19 |
|Provision for Tax ||42.72 ||14.23 |
|Profit After Tax ||90 ||40.96 |
|Balance of Profit Brought Forward ||542.55 ||501.59 |
|Balance available for appropriation ||632.55 ||542.55 |
|Proposed Dividend on equity shares ||- ||- |
|Tax on proposed Dividend ||- ||- |
|Transfer to General Reserve ||- ||- |
|Surplus carried to next year's account ||632.55 ||542.55 |
|Earning Per Share(EPS) - Basic ||0.82 ||0.37 |
|Diluted ||0.82 ||0.37 |
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.
During the Financial year 2021-22 the government has issued orders of lockdown duringthe first quarter during the month of April and May. Due to lockdown there was slightimpact on the revenue of the company in the first quarter ended 30th June 2021.
The Turnover for the Financial Year ended on 31/03/2022 is Rs. 13503.30Lacs as comparedto Rs. 10908.36 Lacs last year. Net profit of the company before exceptional items and taxis Rs. 80.65Lacs as compared to Rs. 55.19Lacs last year. The company is engaged inmarketing business of variety of paper like duplex kraft waste paper art paper posterpaper etc.
As per a report by IPMA on the paper industry India's Exports of paper &paperboard in the first nine months of FY2021-22 have already overtaken record exportsachieved in the entire FY2020-21.
Meanwhile the paper industry has wholeheartedly welcomed the recent announcement ofthe government in Union Budget 2022-23 on the need for faster environmental clearance aspart of its larger goal of 'ease of doing business' and legislative changes to promoteagroforestry and private forestry to increase green cover in the country.
"A single window portal PARIVESH for all green clearances was launched in 2018.It has been instrumental in reducing the time required for approvals significantly. Thescope of this portal will now be expanded to provide information to the applicants. Basedon the location of units information about specific approvals will be provided. It willenable application for all four approvals through a single form and tracking of theprocess through Centralised Processing Centre-Green (CPC-Green). The policies and requiredlegislative changes to promote agroforestry and private forestry will be brought in"said Finance Minister Nirmala Sitharaman while presenting the budget.
Mr. A.S. Mehta President Indian Paper Manufacturers Association (IPMA) and President& Executive Director JK Paper Ltd. is optimistic about this development."Policies and legislative changes to promote agroforestry will certainly provide afillip to the efforts of the paper industry" he said.
New innovations and trends are constantly emerging in the paper industry. The novelcoronavirus has brought a focus on cleanliness creating new opportunities for tissue andtoilet papers. Within the past year the e-commerce boom has created a structural changein consumer habits. With the increase in online shopping there has been a significantsurge in corrugated and containerboard demand. According to a recent report by ratingagency CRISIL a strong revival in consumer spending amid the waning impact of theCOVID-19 pandemic will help the paper packaging industry bounce back with a revenue growthof 15 percent this fiscal.
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 andcomplexity of its operations. The Internal Audit Department monitors and evaluates theefficacy and adequacy of internal control system in the Company its compliancewithoperating systems accounting procedures and policies at all locations of the Company.Based on the report of internal audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls.
The Company has neither accepted nor renewed any deposits during the year under review.The Company has not taken any unsecured loans from promoters/ directors during thefinancial year 2021-22.
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. Their tenureis expiring at the forthcoming Annual General Meeting. On the basis of recommendation ofAudit committee it is proposed to appoint M/s Goel Singhal & Associates CharteredAccountants Muzaffarnagar (Firm Registration number 006496C) as Statutory Auditor of thecompany for a term of five consecutive years from the conclusion of the ensuing AGM untilthe conclusion of the 32ndAGM to be held in the year2027.
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 Report on the financial statements for the yearended March 31 2022.
(b) 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 Audit ofthe company for the financial year 2021-22.The Secretarial Audit Report is annexedherewith as 'Annexurel'.
The Board noted that there is no observation made in the Secretarial Audit report forthe financial year ended 31st March 2022.
(c) 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 31/03/2022 there were no associate companies of the Company.
The paid up equity share capital as on 31/03/2022 was Rs. 110000000. Further thecompany 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.
Pursuant to the provisions of Section 92(3) and Section 134(3) (a) of Companies Act2013 the company has filed its annual return for the financial year ended 31/03/2021 &the same has been uploaded on the website of the Company under the link https://www.neeraipaper.com/annual-retums
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 no Foreign exchange earnings and outflow of the company during the financialyear.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review there is no change in the Board of Directors. However Mr.Ankur Sangal who was the Independent Director of the Company has given his resignationfrom the post of directorship which will be effective from 30th September 2022. TheDirector has given the confirmation that he is resigning due to some personal reasons andthere are no other material reasons other than those provided. On the basis ofrecommendation of Nomination and Remuneration Committee the Board at its meeting held on29th August 2022 recommended and approved the appointment of Mr. GaganAgarwal as Independent Non- Executive Director of the company for a term of fiveconsecutive years w.e.f 30/09/2022. Accordingly Special Resolution for his appointment isincluded in the notice of ensuing Annual General Meeting for approval of members of thecompany.
The term of Mr. Deepak Goel and Mr. Parveen Kumar Goel holding position of Whole TimeDirector of the Company ended on 12th August 2022. The Board on recommendationof Nomination And Remuneration Committee approved in the Board Meeting held on 10.08.2022and recommended to the members of the Company re appointment of Mr. Deepak Goel and Mr.Parveen Kumar Goel as Whole Time Directors of the Company on the terms specified in theresolution.
The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise in the fields of legal industryexperience strategy finance and governance IT and human resources safety andsustainability etc. and that they hold the highest standards of integrity.
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 Director of the Company retire by rotation at theensuing Annual General meeting and being eligible offer himself for re-appointment.
The Board recommends the resolutions for your approval for the above appointment. .
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.
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.
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 2021 to 30th March 2022 the Audit Committeecomprised of the following members:
|1. Mr. AnkurSangal ( Non-Executive Independent Director) ||Chairman |
|2. Mr. AmitAgarwal ( 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 2021 to 31st March 2022 the Nomination andRemuneration Committee comprised of the following members:
|1. Mr. AnkurSangal (Non- Executive Independent Director) ||Chairman |
|2. Ms. Pooja Bhardwaj (Non- Executive Independent Director) ||Member |
|3. Mr. AmitAgarwal (Non-Executive Director) ||Member |
c) STAKEHOLDER RELATIONSHIP COMMITTEE:
As on 31/03/2022the committee comprised of the following directors as members:
|Mr. AmitAgarwal (Non-Executive Director) ||Chairman |
|Mr. Deepak Goel(Whole Time Director) ||Member |
|Mr. AnkurSangal (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 31/03/2022 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.
The Related Party Transactions Policy as approved by the Board is uploaded on theCompany's website under the link at https://www.neeraipaper.com/ POLICY %20 FOR %20RELATED %20 PARTY %20 TRANSACTIQN-2.pdf
Particulars of contracts or arrangements or transactions in Form AOC-2 are attached asAnnexure II.
Disclosure under Rule 5 of Companies (Appointment and Remuneration) Rules 2014 isattached as Annexure III.
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.
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 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 IV.
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.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016
During the year under review there is no application made or any proceeding pendingunder the Insolvency and Bankruptcy Code 2016.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS
During the year under review there has been no one time settlement of Loans taken fromBanks and Financial Institutions.
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.
| ||By the order of the Board || |
| ||For NEERAJ PAPER MARKETING LIMITED || |
| ||Sd/- ||Sd/- |
|DATED: 29th August 2022 ||DEEPAK GOEL ||PARVEEN KUMAR GOEL |
| ||(WHOLE-TIME-DIRECTOR) ||(WHOLE-TIME-DIRECTOR) |
|PLACE: DELHI ||DIN: 00200527 ||DIN:00014638 |