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Vapi Paper Mills Ltd.

BSE: 502589 Sector: Industrials
NSE: N.A. ISIN Code: INE464D01014
BSE 00:00 | 20 Jan 44.30 2.10






NSE 05:30 | 01 Jan Vapi Paper Mills Ltd
OPEN 44.30
52-Week high 44.30
52-Week low 14.70
P/E 45.20
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 44.30
CLOSE 42.20
52-Week high 44.30
52-Week low 14.70
P/E 45.20
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vapi Paper Mills Ltd. (VAPIPAPERMILLS) - Director Report

Company director report


The Members

Your Directors have pleasure in presenting their 47th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31st 2021.

1. Financial summary or hiqhliqhts/Performance of the Company (Standalone)

The Board's Report shall be prepared based on the stand alone financial statements ofthe company.

Particulars 2020-2021 2019-2020
(Amt in Rs.) (Amt in Rs.)
Revenue from Operations 23065419 25017055
Other Income 5521079 7544604
Total Income 28586498 32561659
Operating expenditure 23034297 24828782
Depreciation and amortization expense 1860393 1337299
Total expenses 24894690 26166081
Profit before finance costs and tax 3691808 6395578
Finance costs 0 123779
Exceptional Items 79021 1133301
Profit before tax (PBT) 3612787 5138498
Tax expense 515000 0
Profit for the year 3097787 5138498
Opening balance of retained earnings (146172937) (151311435)
Closing balance of retained earnings (143075150) (146172937)

2. Impact of COVID 19 Pandemic on the performance

The outbreak of the deadly COVID-19 virus and the ensuing lockdown imposed across thecountry affected business operations primarily in the 1st Quarter 2020-2021. Asthe health of the employees and workers became a priority stoppage of operations for anuncertain period resulted in a large financial burden on the one hand and workforce idlingon the other. COVID-19 is an unprecedented challenge. The lockdown gave India time to makea concerted effort to flatten the outbreak curve. However towards later part of the yearconsequent to significant opening of the economic activity across the nation the demandpicked up compared to that during the initial period of Covid-19.

3. Company's performance

During the year Company has earned revenue of Rs 2.30 Crore (Previous year Rs. 2.50Crore) and earned a profit of Rs 30.97 Lacs (Previous year Profit Rs. 51.38 Lacs).

The company continues to safeguard company assets in a conservative manner andcontinues to constantly evaluate value enhancing opportunities for the company. It isstated long term goal of the company in case of any transactions to be net worth positiveand to improve financial position of the company to enable long term value creation forshareholders by increase in share value dividends and/or share buybacks.

4. Dividend

Considering the financial position of the company and to conserve valuable resourcesthe Directors do not recommend a dividend for the period under consideration.

5. Human Resources

During the year relations with employees remained cordial.

Your Company has always believed that Human Resource is the most important resource andcontinues to work for its development. The functioning and activities were further alignedto Company's Business objectives. The Human Resource Development activities focused onmulti-skill training performance etc.

6. Subsidiary companies

The Company does not have any subsidiary associate companies & joint ventures.There has been no material change in the nature of the business of the subsidiaries.

7. Particulars of loans guarantees and investments

The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

8. Deposits

The Company has not accepted any deposits from the public within the meaning of Section73 and 76 of the Companies Act 2013 and Rules made there under. There were no unclaimedor unpaid deposits as on March 31 2020.

9. Extract Of Annual Return

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I.

10. Related Party Transactions

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

11. Significant Orders Passed By The Regulators Courts Or Tribunal Impacting GoingConcern And Company's Operations

To the best of our knowledge the company has not received any such orders passed bythe regulators courts or tribunals during the year which may impact the going concernstatus or company's operations in future.

12. Material Changes And Commitments If Any Affecting The Financial Position Of TheCompany

No material changes and commitments affecting the financial position of the companyhave occurred between the end of financial year to which the financial statements relateand the date of the Directors'' Report.

13. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that-

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

14. Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.

15. Independent Directors' Meeting

As per Para V11 (1) of Schedule 1V to the Companies Act 2013Independent Directors(IDs) are required to hold at least one meeting without the attendance of Non-independentdirectors and members of management. For the financial year 2020-21 the IDs of a companyhave not been able to hold such a meeting the same shall not be viewed as a violation asper Ministry of Corporate Affairs Circular No. 11/2020 dated 24th March 2020.

16. Directors and Key Managerial Personnel Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 and Mr.Rajeev Patel (DIN: 00510532) Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for re-appointment.

Key Managerial Personnel(KMP)

The following have been designated as the Key Managerial Personnel of the Companypursuant to sections 2(51) and 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014:

Sr.No. Name of the Person Designation
1. Mr. Manoj Patel Managing Director
2. Mr. Rajeev Patel Chief Financial Officer
3. Ms. Priyanka Kunwar Company Secretary

There has been no change in the KMPs during the year under review.

There has been no change in the constitution of Board of Directors of the Companyduring the financial year 2020-21. Re-appointment of Independent Directors for a SecondTerm

Mr. Himanshu Harish Ruia (DIN: 07572617) Independent Director of the Company isproposed to be re-appointed as an Independent Director of the Company at this AnnualGeneral Meeting for a second term of five consecutive years in accordance with theprovisions of Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended.

Re-Appointment of Mr. Manoj Ramanbhai Patel as the Chairman and Managing Director ofthe Company

Mr. Manoj Patel (DIN: 00485197) Managing Director of the Company is proposed to bereappointed as a Chairman and Managing Director of the Company at this Annual GeneralMeeting for a next year of Five Consecutive years in accordance with the provisions of theCompanies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as amended.

None of the Director resigned from the directorship of the Company during the year.

17. Particulars of Employees

The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(2) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

18. Vigil Mechanism

In accordance with the provisions of the Act and listing regulations Vigil Mechanismfor directors and employees to report genuine concerns has been established.

19. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.During the year 5 (Five ) Board Meetings were held.

Sr.No. Date of Meeting
1 30/06/2020
2 14/08/2020
3 02/09/2020
4 13/11/2020
5 13/02/2021

20. Statutory Auditor

Members of the Company at the Annual General Meeting that was held on 30th September2019 have reappointed M/s Chirag N. Shah & Associates Chartered Accountant(FirmRegistration No. 118215W) as a Statutory Auditor of the Company for a period of 5 yearswhich term expires on 30th September 2024 subject to the ratification at every AnnualGeneral Meeting and as per Notification issued by MCA the Company need not place theresolution for ratification at the AGM and hence no resolution is placed before the AGM.

21. Auditors' Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

22. Cost Auditors

The Company is not required to maintain cost records as per The Companies (Cost Recordsand Audit) Amendments Rules 2014.

23. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under M/s. Anjana Manseta& Co. Practicing Company Secretary has been appointed Secretarial Auditors of theCompany. The report of the Secretarial Auditors is enclosed as Annexure II to this report.The report is self-explanatory and do not call for any further comments.

24. Audit Committee

The Audit Committee acts in accordance with the terms of reference specified by theBoard of Directors of the Company. Further during the period under review the Board ofDirectors of the Company had accepted all the recommendations of the Committee. During thefinancial year ended on 31st March 2021 the Audit Committee met Four times on 30/06/202014/08/2020 13/11/2020 and 13/02/2021.

25. Nomination and Remuneration Committee

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.

26. Stakeholders Relationship Committee

As per Section 178(5) of Companies Act the Board of Directors of a company hasconstituted a Stakeholder Relationship Committee consisting of a Chairperson and suchother members as may be decided by the Board. The Committee has been constituted tostrengthen the investor relations and to inter-alia look into issues relating toshareholders grievances pertaining to transfer of shares non- receipt of declareddividends non-receipt of Annual Report issues concerning de-materialization etc.

27. Risk management policy

A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements of risk if any this in theopinion of the Board may threaten the existence of the company.

28. Details Of Policy Developed And Implemented By The Company On Its Corporate SocialResponsibility Initiatives

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

29. Internal financial control systems and their adequacy

The details in respect of internal financial control and their adequacy are included inthe Management Discussion and Analysis which is a part of this report.

30. Significant & Material Orders Passed By The Regulators Or Courts Or TribunalsImpacting The Going Concern Status Of The Company

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operations.

31. Particulars Of Conservation Of Energy Technology Absorption And Foreign ExchangeEarnings And Outgo

There was no technology absorption and no foreign exchange earnings or outgo duringthe year under review. Hence the information as required under Section 134(3)(m) of theCompanies Act 2013 read with The Companies (Accounts) Rules 2014 is to be regarded asNil. The Company has not entered into any technology transfer agreement.

32. Disclosure Under The Sexual Harassment Of Women At Workplace (PreventionProhibition And Redressal) Act 2013

The Company has in place a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the requirements of The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

33. Acknowledgements

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

For and on behalf of the Board of Directors
Place : Mumbai
Date :04/06/2021
SD/- SD/-
DIN 00485197 DIN 00510532