Neeraj Paper Mkt Director Discussions


Dear Members,

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Your directors have pleasure in presenting you their 28 Annual Report on the business and operations of the company together with the Audited

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Financial Statement of the Company for the year ended 31 March 2023.

FINANCIAL SUMMARY

PARTICULARS

CURRENT YEAR 31/03/2023

PREVIOUS YEAR 31/03/2022

Net Sale/Income from Operations

21992.07

13503.30

Other Income

2.91

1.35

Total Income

21994.98

13504.65

Profit before Finance Charges, Depreciation & Tax

320.25

282.15

Finance Charges

208.98

161.35

Depreciation

38.63

40.15

Pro it Before Tax before exceptional items

72.64

80.65

Exceptional items

0

52.07

Pro it Before Tax after exceptional items

72.64

132.72

Provision for Tax

21.13

42.72

Profit After Tax

51.51

90

Balance of Pro it Brought Forward

632.55

542.55

Balance available for appropriation

684.06

632.55

Proposed Dividend on equity shares

-

-

Tax on proposed Dividend

-

-

Transfer to General Reserve

-

-

Surplus carried to next years account

684.06

632.55

Earning Per Share (EPS) -

Basic

0.47

0.82

Diluted

0.47

0.82

DIVIDEND:

As company required funds for business and growth, no Dividend is recommended for the year under review.

TRANSFER TO RESERVE

During the year under review, no amount was transferred to General Reserve.

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 was no dividend declared and paid last year.

OPERATIONAL REVIEW:

The Turnover for the Financial Year ended on 31/03/2023 is Rs. 21992.07Lacs as compared to Rs. 13503.30 Lacs last year. Net pro it of the company before exceptional items and tax is Rs. 72.64Lacs as compared to Rs. 80.65 Lacs last year. The company is engaged in marketing business of variety of paper like duplex, kraft, waste paper, art paper, poster paper etc. During the _inancial year, there is no change in the nature of business of company

FUTURE PROSPECTS

The Indian paper and paperboard packaging market is projected to grow at a CAGR of 6.6 per cent until 2027. The industry witnessed a rise in sales volumes, higher production, and a remarkable 45 per cent growth in sales revenues in FY23.

Paper industry is expected to grow in sync with economic growth recording 6-8% growth per annum.

Paper Industry in India is exhibiting one of the fastest growths being witnessed anywhere in the world and is most likely to continue this growth trajectory in the years to come as Indian economy is better placed to weather the storm caused by global upheavals, said A S Mehta, President, Indian Paper Manufacturers Association (IPMA).

The Global Indian Paper & Pulp Market is growing at a CAGR of 13.4% during forecasting period 2022-2029.

The global paper and paperboard packaging market size was worth around USD 203 billion in 2021 and is predicted to grow to around USD 243

billion by 2030 with a compound annual growth rate (CAGR) of roughly 2.25% between 2022 and 2030.

The packaging paper segment has grown quickly, thanks partly to the ourishing e-commerce sector, particularly after the Covid-19 pandemic. According to one estimate, Indias e-commerce business is expected to grow from $29 billion in 2020 to just over $100 billion by 2025. This trend has led to a growing need for packaging materials, including corrugated boxes, cartons, and wrapping papers.

E ective and ef icient packaging solutions have become paramount as more consumers turn to online shopping for their daily needs. In addition,

packaging paper and paperboard provide an eco-friendly solution for businesses seeking to deliver their products safely and ef iciently.

Rising income has boosted consumer spending, with more people buying products with high-quality packaging solutions. The Indian paper

industry has tapped into this opportunity by capitalizing on the growing demand for high-quality paperboard and packaging paper.

The increasing demand for high-quality paperboard and packaging paper has encouraged paper manufacturers to introduce innovative products and expand their distribution channels. In addition, increasing consumer demand has allowed them to cater to a broader range of consumers who demand safe and secure packaging solutions.

Consumer preferences are also undergoing a signi icant transformation, as 60% of consumers indicate that socially responsible or sustainable products constituted at least half of their most recent purchases. Moreover, almost 50% of global consumers have acknowledged paying a premium, averaging 59%, for sustainable or socially responsible products.

The market shift towards sustainable and environmentally friendly products, combined with the upsurge in e-commerce and rising income

levels, has created a favourable environment for paper manufacturers to invest in paperboard and packaging paper.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE

ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments a ecting the _inancial position of the Company occurred between the ends of the _inancial year to which

these _inancial statements relate on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN

STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no signi icant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys

operations in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexityof its operations. The Internal Audit Department monitors andevaluates the ef icacy and adequacy of internal control system in the Company, its compliancewith operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake 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.The Company has not taken any unsecured loans from directors during the _inancial year 2022-23.

AUDITOR AND AUDITORS REPORT:

(a) STATUTORY AUDITOR

M/s. Goel Singhal & Associates, Chartered Accountants, Muza arnagar, (Firm Registration number 006496C) were appointed as Statutory

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Auditors of your Company at the 27 Annual General Meeting held on 30 September, 2022, for a term of _ive consecutive yearsto hold of ice from

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the conclusion of the 27 Annual General Meeting until the conclusion of 32 Annual General Meeting of the Company to be held in the calendar year 2027.

The Report given by the Auditors on the _inancial statement of the Company is part of this Report. There has been no quali ication, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Reporton the _inancial statements for the year ended March 31, 2023.

(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 has appointed ShaillyGoel& Co., Company Secretaries to undertake the Secretarial Audit of the company for the _inancial year 2022-23.The Secretarial Audit Report is annexed herewith as Annexure I.

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The Board noted that there is no observation made in the Secretarial Audit report for the _inancial year ended 31 March 2023.

(c) COST AUDITOR

As your company is trading company &due to non applicability of section 148 and applicable provisions of the Companies Act, 2013 and the Companies (Cost Recordsand Audit) Rules 2014, the Company is not required to appoint cost auditor for audit of cost records.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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As on 31 March, 2023, there were no associate, Subsidiary or Joint Venture of the Company.

SHARE CAPITAL

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The paid up equity share capital as on 31 March, 2023 was Rs. 11,00,00,000. Further the company has not bought back any of its securities, has not issued any Sweat Equity Shares, has not provided any Stock Option Scheme to the employees and no Bonus Shares were issued during the year under review.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of Companies Act 2013 the company has _iled its annual return for the _inancial

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year ended 31 March, 2022 & the same has been uploaded on the website of the Company under the

linkhttps://www.neerajpaper.com/ les/annual-returns/NEERAJ_ARET_FY2021-22.pdf.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

LISTING WITH STOCK EXCHANGES:

The Company con irms that it has paid the Annual Listing Fees for the year 2023-2024 to BSE Limited where the Companys Shares are listed.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO ETC

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

Since the company is not a manufacturing company, thereforethe conservation of Energy, Technology absorption is not applicable.

(A) Conservation of Energy:

All e orts are made to conserve and optimize use of energy with continuous monitoring and to reduce its electricity consumption during the _inancial year.

(i) the steps taken or impact on conservation of energy; -NIL

(ii) the steps taken by the company for utilising alternate sources of energy; -NIL (iii) the capital investment on energy conservation equipments; -NIL

(B) Technology absorption:

Since the company is involved in the trading activities, no speci ic expenses are made towards technology absorption during the _inancial year.

(i) the e orts made towards technology absorption; -NIL

(ii) the bene its derived like product improvement, cost reduction, product development or import substitution; -NIL

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the _inancial year) -NIL

(a) the details of technology imported; (b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development. -NIL

(C) Foreign exchange earnings and Outgo:

There is no Foreign exchange earnings and out lowof the company during the _inancial year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review there is change in the Board of Directors of the company.Mr. Ankur Sangal (DIN :01095679 ) Non- Executive Independent Director of the company, has resigned with e ect from 30th September, 2022 due to other personal commitments and reasons, which is causing dif iculty in devoting time for execution of his duties as an independent Directors of the company. Further he also con irmed to the company that he has no other material reasons other than those provided.

Further to _ill the vacancy on the basis of recommendation of Nomination And Remuneration Committee, the Board in its meeting held on 29th August, 2022 recommended and approved the appointment of Mr. Gagan Aggarwal (DIN: 07530116)asNon- Executive Independent Director of the company for the term of First Five years w.e.f 30th September, 2022 and Shareholders of the company approved the appointment of Mr. Gagan

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Aggarwal (DIN: 07530116) as Non- Executive Independent Director of the company for the term of First Five years w.e.f 30 September, 2022 by the way of Special resolution passed in the 27th Annual General Meeting held on 30th September, 2022.

gn:justify;mso-pagination: none;mso-layout-grid-align:none;text-autospace:none>During the year under review there is change in the Key Managerial Personnel of the company. Ms. Mansi, Company Secretary of the Company has resigned from her post w.e.f 02.09.2022 due to some commitments and personal growth. Further to _ill the vacancy and on the basis of recommendation of the Nomination & Remuneration Committee, the Board approved the appointment of Ms. Deepa Kumari as Company

Secretary of the Company w.e.f 03.09.2022 in the Board meeting held on 29th August 2022.

Further, the term of Mr. Deepak Goel (DIN 00200527) and Mr. Parveen Kumar Goel(DIN 00014638), holding position of Whole Time Director of the Company ended on 12th August 2022. On the basis of recommendation of Nomination and Remuneration Committee, the Board in its meeting held on 10th August, 2022 and Shareholder in the 27th Annual General Meeting held on 30th September, 2022 approved the reappointment of Mr. Deepak Goel and Mr. Parveen Kumar Goel as Whole Time Director of the Company for the term of next three years with e ect from 10th August, 2022 by the way of Special resolution.

Except that there was no change in the Key Managerial Personnel of the Company.

In terms of the Act, the following are the KMPs of the Company as on 31st March 2023:

1. Mr. Deepak Goel

- Whole Time Director

2. Mr. Parveen Kumar Goel

- Whole Time Director

3. Ms. Deepa Kumari

- Company Secretary

4. Mr.Vipin Kumar Goel

- Chief Financial Of icer

The company had received the declarations from the Independent Directors con irming that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Listing Regulations.The names of all the Independent Directors of the Company have been included in the Independent Directors databank maintained by Indian Institute of Corporate A airs (“IICA”).

The Board is of the opinion that the Independent Directors of the Company possess requisite quali ications, experience and expertise in the _ields of legal, industry experience, strategy, _inance and governance, IT and human resources, safety and sustainability, etc. and that they hold the highest standards of integrity.

In accordance with the provisions of Companies Act, 2013 and Articles of Association of the Company, Mr. Amit Agarwal (DIN: 01336763),Director of the Company retire by rotation at theensuing Annual General meeting and being eligible o er himself for reappointment.

The Board recommend the resolution for your approval for the above reappointment. .

a) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulation, the annual evaluation of the performance of the Board, its Committees and of individual directors has been made. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

b) Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.The Remuneration Policy is stated in the Corporate Governance Report.The policy is

available on the website of the company under the link https://www.neerajpaper.com/ les/polices-disclosures/pd_10.pdf.

c) Meetings

During the year _iveBoard Meetings and one independent directors meeting was held. The Details of which are given in CorporateGovernance Report.The provisions of Companies Act,2013 and listing regulations were adhered to while considering the time gapbetween two meetings.

VIGIL MECHANISM

Pursuant to the Listing Regulation and as per Section 177 of the Companies Act, 2013 the company has established a vigil mechanism/Whistle Blower policy for the directors and employees to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the companys Code of Conduct or Ethics Policy.The policy is available on the website of the company under the link

https://www.neerajpaper.com/ les/vigil-mechanism/vg_0001.pdf.

COMMITEES OF THE BOARD a) AUDIT COMMITTEE

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From 1 April, 2022 to 30 September, 2022, the Audit Committee comprised of the following members:

1. Mr. Ankur Sangal *( Non-Executive Independent Director)

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Chairman

2. Mr. AmitAgarwal ( Non-Executive Director)

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Member

3. Ms. Neha Agarwal( Non-Executive Independent Director)

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Member

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During the year the Audit Committee of the Company reconstituted with the approval of Board in their meeting held on 29 August 2022

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w.e.f 30 September, 2022 and as on 31stMarch 2023 the committee comprised of the following members:

1. Mr. Gagan Aggarwal *( Non-Executive Independent Director)

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Chairman

2. Mr. AmitAgarwal ( Non-Executive Director)

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Member

3. Ms. Neha Agarwal( Non-Executive Independent Director)

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Member

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*Mr. Ankur Sangal resigned from the directorship on 10th August, 2022 w.e.f 30 September, 2022 and Mr. Gagan Aggarwal was

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Non-Executive Independent director of the company w.e.f 30 September, 2022. All the recommendations made by Audit committee were accepted by the Board. b) NOMINATION AND REMUNERATION COMMITTEE

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From 1 April, 2022 to 30 September, 2022, the Nomination and Remuneration Committee comprised of the following members:

1. Mr. Ankur Sangal*(Non- Executive, Independent Director)

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Chairman

2. Ms. Pooja Bhardwaj (Non- Executive, Independent Director)

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Member

3. Mr. AmitAgarwal (Non-Executive Director)

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Member

During the year the Nomination and Remuneration Committee of the Company reconstituted with the approval of Board in their meeting

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held on 29 August 2022 w.e.f 30 September, 2022 and as on 31stMarch 2023 the committee comprised of the following members:

1. Mr. Gagan Aggarwal* (Non- Executive, Independent Director)

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Chairman

2. Ms. Pooja Bhardwaj (Non- Executive, Independent Director)

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Member

3. Mr. AmitAgarwal (Non-Executive Director)

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Member

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*Mr. Ankur Sangal resigned from his directorship on 10thAugust, 2022 w.e.f 30 September, 2022 and Mr. Gagan Aggarwal was appointed as

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Non-Executive Independent director of the company w.e.f 30 September, 2022.

c) STAKEHOLDER RELATIONSHIP COMMITTEE:

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From 1 April, 2022 to 30 September, 2022, the Stakeholder Relationship Committeecomprised of the following members:

1. Mr. AmitAgarwal (Non-Executive Director)

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Chairman

2. Mr. Deepak Goel(Whole Time Director)

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Member

3. Mr. Ankur Sangal *(Non-Executive Independent Director)

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Member

During the year the Stakeholder Relationship Committee of the Company reconstituted with the approval of Board in their meeting held on 29thAugust 2022 w.e.f 30th September, 2022 and as on 31stMarch 2023, the committee comprised of the following members:

1. Mr. Amit Agarwal (Non-Executive Director)

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Chairman

2. Mr. Deepak Goel (Whole Time Director)

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Member

3. Mr. Gagan Aggarwal* (Non-Executive Independent Director)

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Member

*Mr. Ankur Sangal resigned from his directorship on 10th August, 2022 w.e.f 30th September, 2022 and Mr. Gagan Aggarwal was appointed as Non-Executive Independent director of the company w.e.f 30th September, 2022.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

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However, detail of guarantees which is outstanding as on 31 March, 2023 is provided in the Notes to the Financial Statements under Note No. 31.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the _inancial year with related partieswere in the ordinary course of business and on an arms length basis. There are no materially signi icant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential con lict with the interest of the Company at large.

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

The Related Party Transactions Policy as approved by the Board is uploaded on the Companys website under the link at

https://www.neerajpaper.com/ les/polices-disclosures/pd_03.pdf.

Particulars of contracts or arrangements or transactions in Form AOC-2 are attached as Annexure II.

MANAGERIAL REMUNERATION

Disclosure under Rule 5(1)of Companies (Appointment and Remuneration) Rules, 2014read with The Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is attached as Annexure III.

RISK MANAGEMENT POLICY

In accordance with Companies Act, 2013 and listing Regulation, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Investments, retention of talent and expansion of facilities.Business risk, inter-alia, further includes _inancial risk, political risk, _idelity risk, legal risk.

As a matter of policy, these risks are assessed and the company has not identi ied any element of risk which may threaten the existence of the company.

CORPORATE SOCIAL RESPONSIBILITY

As per Companies Act, 2013, provisions of Corporate Social Responsibility are not applicable to the company.

DIRECTORS RESPONSIBILITY STATEMENT:

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

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of a airs of the Company at the end of the _inancial year and of the pro it or loss of the Company for the year under review.

iii) The directors have taken proper and suf icient 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.

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

v) The directors had laid down internal _inancial controls to be followed by the company and that such internal _inancial controls are adequate and were operating e ectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating e ectively.

PARTICULARS OF EMPLOYEES

The prescribed information of Employees as required under Section 134(3)(q) read with Rule 5 (2) and (3) 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 the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Further, your Directors state that during theyear under review, company has complied with the provisions relating to constitution of Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and there were no cases of sexualharassment reported to the Company pursuant tothe sexual 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 an integral part of this Report are set out as separate Annexure, together with the Certi icate from the auditors of the Company regarding compliancewith the requirements of Corporate Governance as stipulated in the Listing Regulation.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

ACKNOWLEGEMENT

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co-operation extended to the Company by all valued Customers, Bankers and various departments of government and local authorities.

Your Directors also wish to place on record their sincere appreciation for the valued contribution,unstinted e orts and spirit of dedication shown by the employees, of icers and the executives at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the Year under review.