Naperol Investments Ltd Directors Report

TO THE MEMBERS

The Directors take pleasure in presenting their Seventieth Annual Report on the business and operations of the Company and the Audited Financial Statements for the year ended March 31,2024.

1. FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars	Financial Year Ended
	March 31, 2024	March 31, 2023
Total Income	192.04	189.29
Profit before tax / (Loss) and exceptional items	(60.96)	(23.79)
Exceptional Items	-	37,633.07
Profit /(Loss) before tax after exceptional items	(60.96)	37,609.28
Tax Expense	(24.41)	84.21
Net Profit / (Loss)after Tax	(36.55)	37525.07
Dividend paid on Equity Shares*	57.47	287.35

Note:

* 1.00 per Share and Rs. 5.00 per Share for financial years 2022-23 and 2021-22, respectively.

2. DIVIDEND

Due to accumulated losses, the Board of Directors of the Company were unable to recommend any Dividend during the financial year 2023-24.

3. TRANSFER TO RESERVES

During the year under review, no transfers were made to reserves.

4. COMPOSITE SCHEME OF ARRANGEMENT

The Board of Directors at its meeting held on March 09, 2021 and September 20, 2022 approved the draft Composite Scheme of Arrangement and the amendments thereto respectively, amongst the Company (Transferee or Demerged Company), Naperol Investments Limited [amalgamated with the Company] (the Transferor Company) and NPL Chemicals Limited [now known as National Peroxide Limited] (the Resulting Company / NPL) and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 (the Scheme). The Scheme, inter-alia, provided for:

(a) the demerger, transfer and vesting of the Demerged Undertaking (as defined in the Scheme) from the Company into the Resulting Company on a going concern basis, and the consequent issue of shares by the Resulting Company in the manner set out in the Scheme;

(b) the amalgamation of the Transferor Company with the Company in the manner set out in the Scheme; and

(c) the reduction of the share capital of the Resulting Company in the manner set out in this Scheme.

The Scheme was approved by the Honble National Company Law Tribunal, Mumbai Bench on May 04, 2023. The Scheme was made effective on September 11, 2023 upon receipt of all requisite approvals, with the Appointed Date of the Scheme being April 01,2022.

5. CHANGE OF NAME

As provided in the Scheme, the name of the Company was changed from "National Peroxide Limited" to "Naperol Investments Limited" and a Certificate of Incorporation consequent to change of name was obtained from Registrar of Companies, Mumbai on December 28, 2023.

6. STATE OF COMPANYS AFFAIRS

As per the financial statements for the year ended March 31,2024, the gross sales and other income for the year under review was Rs. 192.04 Lakhs as against Rs. 189.29 Lakhs for the previous year. The profit/(loss) before tax was Rs. (60.96) Lakhs and the profit/(loss) after tax was Rs. (36.55) Lakhs for the year under review as against Rs. 37,609.28 Lakhs and Rs. 37,525.07 Lakhs respectively, for the previous year.

7. CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY

Pursuant to the Scheme becoming effective on September 11, 2023, the chemical business of the Company was transferred and vested in NPL and erstwhile Naperol Investments Limited was amalgamated with the Company, respectively, with effect from the Appointed Date i.e. April 01, 2022 as defined in the Scheme. The Company shall continue with the investments and leasing business.

Further, during the year under review, the Company has amended the main object clause of the Memorandum of Association (MOA) to facilitate diversification into areas which would be profitable for the Company as part of diversification plans. This would enable the Company to enlarge the area of operations and carry on its business economically and efficiently and the proposed activities can be, under the existing circumstances, conveniently and advantageously combined with the present activities of the Company.

The Board of Directors has approved the said amendments in the main object clause of the MOA at the meeting held on February 07, 2024. Further, the approval of the shareholders was obtained by way of Postal Ballot process on March 28, 2024. The Registrar of Companies has thereafter approved the amendment with effect from May 07, 2024. The commencement of activities for the diversification are in process.

8. PUBLIC DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 ("Act") read with Companies (Acceptance of Deposits) Rules, 2014.

9. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the year under review and pursuant to the effectiveness of the Scheme the erstwhile subsidiary companies viz; Naperol Investments Limited (now amalgamated with the Company) and NPL ceased to be subsidiaries of the Company with effect from September 11, 2023 and September 27, 2023 respectively. Pursuant to the Scheme, the accounting treatment of the cessation of subsidiaries was given in the revised Financial Statements of 2022-23.

Thus, as on date there is no subsidiary, associate or joint venture company of the Company and hence the reporting of highlights of performance of subsidiaries, associates and joint Venture companies and their contribution to overall performance of the Company pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014 during the period is not applicable. The provisions of Section 129(3) of the Act read with Rule 5 of The Companies (Accounts) Rules, 2014 pertaining to AOC-1 and Section 136 pertaining to placing the financials of the subsidiaries on the website of the Company are also not applicable.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as Listing Regulations), the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual Report.

11. CORPORATE GOVERNANCE

In terms of Regulation 34 of Listing Regulations, a report on Corporate Governance along with a Certificate from a Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance, is appended as Annexure I.

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations read with relevant Circulars issued thereunder, the Business Responsibility and Sustainability Report (BRSR) for the financial year 2023-24, prepared based on the framework of the National Guidelines on Responsible Business Conduct and in the format prescribed by SEBI, is appended as Annexure II.

13. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility

Policy) Rules, 2014 and Schedule VII to the Act, your Company has undertaken projects in accordance with the CSR Policy. The details of the CSR projects, unspent CSR amount and reason for the amount being unspent are given in Annexure IN.

14. DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy which endeavours dual objective of appropriate reward to shareholders through dividends and ploughing back earnings to support sustained growth. The policy is available on the website of the Company at https://www.naperolinvestments.com/ BoardPolicies.

15. RELATED PARTY TRANSACTIONS

The framework for dealing with related party transactions is given in the Corporate Governance Report. During the year under review, the Company did not enter into any contracts / arrangements / transactions with related parties referred in Section 188(1) of the Act, read with the rules made thereunder. All the related party transactions were in the ordinary course of business and on an arms length basis and therefore, disclosure in Form AOC-2 is not applicable to the Company. There were no material significant related party transactions entered into by the Company during the year that required shareholders approval under Regulation 23 of the Listing Regulations. The Related Party Transactions Policy as approved by the Board has been uploaded on the Companys website. In accordance with Ind AS-24, the Related Party Transactions are disclosed in the Notes to Financial Statements for the financial year 2023-24.

16. WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Act and Regulation 22 of the Listing Regulations, your Company has adopted Whistle Blower Policy. The details of the same are provided in the Corporate Governance Report.

17. RISK MANAGEMENT

Your Company has a well-defined risk management policy. The Company has in place a mechanism to inform the Board about the risk assessment and minimisation procedures and undertakes periodical review of the same to ensure that the risks are identified and controlled by means of properly defined framework.

The details of the Risk Management Committee and policy are given in the Corporate Governance Report.

18. DETAILS OF BOARD MEETINGS

During the year, seven (7) Board Meetings were held. The details of the meetings are provided in the Corporate Governance Report.

19. BOARD COMMITTEES

The Board currently has five (5) committees, viz., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee.

All the recommendations made by the Committees were accepted by the Board.

A detailed update on the Committees, its composition, number of Committee meetings held and attendance of the Directors at each meeting is provided in the Corporate Governance Report.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by rotation

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Dr. (Mrs.) Minnie Bodhanwala (DIN: 00422067), Non-Executive Director, retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment.

The Nomination and Remuneration Committee and the Board of Directors at their Meeting held on July 31, 2024, recommended the re-appointment of Dr. (Mrs.) Minnie Bodhanwala for approval of the Members at the ensuing AGM of the Company.

The Board is of the opinion that Dr. (Mrs.) Minnie Bodhanwala possesses the requisite knowledge, skills, expertise and experience to contribute to the growth of the Company. The Board recommends re-appointment of Dr. (Mrs.) Minnie Bodhanwala for the consideration of the Members of the Company at the forthcoming AGM.

Brief Profile and other information of Dr. (Mrs.) Minnie Bodhanwala as required under Regulation 36(3) of Listing Regulations and Secretarial Standard - 2 are given in the Notice of the AGM. The above proposal for re-appointment forms part of the Notice of the AGM.

Appointment / Re-appointment / Re-designation and Resignation

The Board of Directors on February 07, 2023, based on the recommendation of Nomination and Remuneration Committee, appointed Ms. Parvathi Menon (DIN: 02874749) as an Additional and Non-Executive Independent Director of the Company for a period of 5 (five) years w.e.f February 07, 2023 upto February 06, 2028, subject to approval of the Members. Subsequently, the Members through Postal Ballot on April 28, 2023, approved the appointment of Ms. Parvathi Menon as Non-Executive Independent Director of the Company for a period of 5 (five) years w.e.f February 07, 2023 upto February 06, 2028.

Pursuant to the Scheme becoming effective, the services of Mr. Rajiv Arora (DIN - 08730235), erstwhile CEO & Director, were transferred to NPL with effect from September 11, 2023. On recommendation of Nomination and Remuneration Committee, the Board of Directors on September 26, 2023, approved the re-designation of Mr. Rajiv Arora as Non-Executive Non-Independent Director, liable to retire by rotation. Further, the Members of the Company have approved the said re-designation at 69th AGM of the Company held on November 28, 2023.

Mr. Viraf R. Mehta (DIN: 00352598) was appointed as an Independent Director of the Company for a period of 5 (five) consecutive years with effect from July 4, 2019, upto July 3, 2024. The Members have confirmed his appointment at their 65th AGM held on August 6, 2019. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 9, 2024, proposed the re-appointment of Mr. Viraf R. Mehta as an Independent Director of the Company for a second term of 5 (five) consecutive years commencing from July 4, 2024 upto July 3, 2029, not liable to retire by rotation, subject to the approval of the Members. Subsequently, approval of the Members was sought by way of Postal Ballot on June 27, 2024.

The Board of Directors on July 31,2024, based on the recommendation of Nomination and Remuneration Committee, appointed Mr. Keki Manchersha Elavia (DIN: 00003940) as an Additional Director in the category of Non-Executive Independent Director of the Company for a period of 5 (five) consecutive years w.e.f July 31, 2024 upto July 30, 2029, subject to approval of the Members. The necessary resolution proposing the appointment of Mr. Keki Manchersha Elavia (DIN: 00003940) is being placed before the Members for approval.

Brief Profile and other information of Mr. Keki Manchersha Elavia as required under Regulation 36(3) of Listing Regulations and Secretarial Standard - 2 are given in the Notice of the AGM. The above proposal for appointment forms part of the Notice of the AGM.

Mr. Rajesh Batra (DIN: 00020764) who was re-appointed as an Independent Director of the Company to hold office for a second term of 5 (five) consecutive years commencing from August 11, 2019 upto August 10, 2024 will cease to hold office with effect from close of business hours of August 10, 2024. The Board places on record its appreciation for the invaluable contribution and guidance rendered by Mr. Rajesh Batra during his tenure as an Independent Director of the Company.

Key Managerial Personnel

Mr. Conrad Fernandes, Chief Financial Officer of the Company had tendered his resignation and was relieved from his duties with effect from close of business hours of May 31,2023. The Board places on record its appreciation for Mr. Conrad Fernandes for his contribution during his tenure as Chief Financial Officer of the Company.

Based on the recommendation of Nomination and Remuneration Committee and approval of Audit Committee, the Board of Directors approved the appointment of Mr. Pravin Shetty as Chief Financial Officer and Key Managerial Personnel of the Company with effect from May 31,2023.

Pursuant to the Scheme become effective, the services of Mr. Rajiv Arora, CEO, Mr. Pravin Shetty, Chief Financial Officer and CS Heena Shah, Company Secretary and Compliance Officer, were transferred to NPL with effect from September 11, 2023. On the recommendation of the Nomination and Remuneration Committee and as approved by the Board of Directors, Mr. Rajiv Arora was re-designated from Whole time Director to Non-Executive Non-Independent Director with effect from September 26, 2023.

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its Meeting held on October 20, 2023 appointed the following Key Managerial Personnel(s) of the Company with effect from October 20, 2023:

i. Mr. Chirag Kothari as Manager,

ii. Mr. Shailesh Sawant as Chief Financial Officer and

iii. Mr. Arpit Maheshwari as Company Secretary and Compliance Officer.

The Members have provided their consent for the appointment of Mr. Chirag Kothari as Manager of the Company for a period of five (5) years with effect from October 20, 2023 till October 19, 2028 at their 69th AGM of the Company held on November 28, 2023.

Mr. Shailesh Sawant, Chief Financial Officer of the Company had tendered his resignation and was relieved from his duties with effect from close of business hours of July 05, 2024. The Board places on record its appreciation for Mr. Shailesh Sawant for his contribution during his tenure as Chief Financial Officer of the Company.

Based on the recommendation of Nomination and Remuneration Committee and approval of Audit Committee, the Board of Directors approved the appointment of Mr. Deepak Kumar as Chief Financial Officer and Key Managerial Personnel of the Company with effect from July 31,2024.

Mr. Arpit Maheshwari, Company Secretary & Compliance Officer of the Company had tendered his resignation on July 31, 2024 and will be relieved from his duties with effect from close of business hours of September 02, 2024. The Board places on record its appreciation for Mr. Arpit Maheshwari for his contribution during his tenure as Company Secretary & Compliance Officer.

21. Declaration by Independent Directors:

Your Company has received the Declaration of Independence from all the Independent Directors stating that they meet the independence criteria as prescribed under Section 149(6) of the Act, Rule 6 of The Companies (Appointment and Qualification of Director) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations. Further, the Companys Independent Directors have affirmed that they have followed the Code for Independent Directors as outlined in Schedule IV to the Act.

22. BOARD EVALUATION

The details of evaluation of Directors, Committees and Board as a whole are given in the Corporate Governance Report.

23. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

• in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

• they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

• they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• they have prepared the Annual Accounts on a going concern basis;

• they have laid down internal financial controls to be followed by the Company and that such internal controls are adequate and were operating effectively; and

• they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

24. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, a copy of the Annual Return of the Company is uploaded on the website of the Company at https://naperolinvestments.com/AnnualReturn.

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The details of adequacy of Internal Financial Controls are given in the Management Discussion and Analysis Report.

26. SHARE CAPITAL

During the year under review, there has been no change in the paid-up share capital of the Company. However, pursuant to the effectiveness of the Scheme, the authorised share capital of the Company increased to Rs. 25,50,00,000 being 2,55,00,000 equity shares of Rs. 10/- each.

27. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in Notes to the Financial Statements.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

The Honble National Company Law Tribunal, Mumbai Bench has approved the Scheme vide its order dated May 04, 2023. Further, SEBI/BSE has approved the Scheme on September 11, 2023. Apart from the above, there has been no significant and material orders passed by the regulators, courts and tribunals impacting the going concern status and the Companys operations in future.

29. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF FINANCIAL YEAR

There are no applications made or any proceeding pending during the year under review under the Insolvency and Bankruptcy Code, 2016.

30. DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONGWITH THE REASONS THEREOF

During the year under review, there was no instance of one-time settlement with banks or financial institutions.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Upon the Scheme becoming effective with effect from September 11, 2023, the demerged undertaking, i.e. chemicals business was transferred and vested to NPL with effect from Appointed Date April 1,2022. In view of the present nature of business, use of electrical energy is almost negligible. The Companys operations are not energy intensive nor does it require adoption of specific technology. There were no Foreign Exchange Earnings and Outgo for the remaining business of the Company.

32. AUDITORS AND AUDIT REPORTS

32.1 Statutory Auditors

M/s. Kalyaniwalla and Mistry LLP Chartered Accountants, (FRN 104607W/W100166) have been appointed as the Statutory Auditors of the Company, for the first term of five (5) consecutive years, from the conclusion of the 68th AGM held on September 13, 2022 upto the conclusion of the 73rd AGM to be held in the financial year 2027-28. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

There are no qualifications, reservations or adverse remarks made in the Statutory Auditors Report for the financial year 2023-24.

32.2 Internal Auditors:

M/s. PKF Sridhar and Santhanam, LLP have carried out Internal Audit of the Company for financial year 2023-24. The Board of Directors at their Meeting held on February 04, 2024 have re-appointed them as Internal Auditors of the Company for the financial year 2024-25.

32.3 Cost Auditors

During the year under review, the cost records were maintained pursuant to Section 148 of the Act read with Rule 14 of the Companies (Cost Records and Audit) Amendment Rules, 2014. Pursuant to the effectiveness of the Scheme and transfer and vesting of chemical business undertaking to NPL effective from

September 11, 2023 with effect from Appointed Date April 01,2022 and hence the appointment of Cost Auditor and obtaining of their Report is not applicable to the Company during the year under review.

32.4 Secretarial Auditors and Secretarial Audit Report

In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Parikh & Associates, Practicing Company Secretaries, have been appointed as Secretarial Auditors of the Company to carry out Secretarial Audit. The Report of the Secretarial Auditors is appended as Annexure IV.

The Company has complied with Secretarial Standards issued by The Institute of Company Secretaries of India on Board and General Meetings.

There are no qualifications, reservations or adverse remarks made in the Secretarial Auditors Report for the financial year 2023-24.

3. REPORTING OF FRAUDS

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act.

1. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has constituted an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of employees at workplace. No complaints were received during the year under review.

5. NOMINATION AND REMUNERATION POLICY

The details of the Companys Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees are given in the Corporate Governance Report and is disclosed on the website of the Company https://www.naperolinvestments.com/BoardPolicies.

36. PARTICULARS OF EMPLOYEES

Upon the Scheme becoming effective, the demerged undertaking, i.e. chemical business along with its employees including Key Managerial Personnel, were transferred and vested to NPL with effect from the Appointed Date April 01,2022.

Accordingly, the statement containing the details of the Remuneration of Directors, KMPs and Employees as required in terms of provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is prepared considering the details of employees who continued with the Company and is appended as Annexure V.

37. CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER CERTIFICATION

In terms of Regulation 17(8) of the Listing Regulations, the Company has obtained Compliance Certificate from the Manager and the Chief Financial Officer.

38. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR AND BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT - None

39. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation to the Customers, Vendors, Bankers, Shareholders, Central and State Governments and Regulatory Authorities for their continued co-operation and support. Your Directors also take this opportunity to acknowledge the dedicated efforts made by employees for their contribution to the achievements of the Company.

	On behalf of Board of Directors
	Ness N. Wadia
	Chairman
Mumbai, July 31,2024	(DIN: 00036049)