Neeraj Paper Marketing Ltd Directors Report.

Dear Members,

Your directors have pleasure in presenting you their 24 Annual Report on the business and operations of the company together with the Audited Financial Statement of the Company for the year ended 31 March 2019.

FINANCIAL RESULTS (AS PER IND AS):
(INR in Lacs)
CURRENT YEAR 31/03/2019 PREVIOUS YEAR 31/03/2018
Net Sale/Income from Operations 25220.46 32858.26
Other Income 13.30 28.70
Total Income 25233.76 32886.96
Profit before Finance Charges, Depreciation & Tax 671.67 1122.70
Finance Charges 505.01 931.10
Depreciation 37.89 32.26
Profit Before Tax before exceptional items 128.77 159.34
Exceptional items 45.68 316.59
Profit Before Tax after exceptional items 83.09 (157.25)
Provision for Tax 49.31 52.70
Profit After Tax 33.78 (209.95)
Balance of Profit Brought Forward 391.42 601.37
Balance available for appropriation 425.20 391.42
Proposed Dividend on equity shares - -
Tax on proposed Dividend - -
Transfer to General Reserve - -
Surplus carried to next years account 425.20 391.42
Earning Per Share(EPS) -
Basic 0.31 -1.91
Diluted 0.31 -1.91

DIVIDEND:

As company required funds for business and growth, no Dividend is recommended for the year 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 was no dividend declared and paid last year.

OPERATIONAL REVIEW:

The Turnover for the Financial Year ended on 31/03/2019 is Rs. 25,220.46 Lacs as compared to Rs. 32,858.26 Lacs last year. Net profit of the company before exceptional items and tax is Rs.128.77 Lacs as compared to 159.34 Lacs last year. However, during the year some expenditures of exceptional nature have arisen, which is Rs. 45.68 Lacs on account of Income Tax liability and Service Tax liability of earlier years. The company is engaged in marketing business of variety of paper like duplex, kraft, waste paper, art paper, poster paper etc.

Further, it is hereby informed that the company has satisfied the borrowing amount availed from the Bank of Maharashtra amounting to Rs. 20 Cr and the said facility stands closed w.e.f. 18 April 2019. The company has also repaid the borrowing amount due to Bank of India and has applied for NOC, however it is still awaited from the Bank.

The Company has transferred its entire holding of equity shares in associate companies "Brina Gopal Traders Pvt Ltd and Swabhiman Vyapar Pvt Ltd. After disinvestment, the companies no longer are associates of Neeraj Paper Marketing Limited.

FUTURE PROSPECTS

According to the "India Paper & Paper Products Market by Application, by Raw Material, Competition, Forecast & Opportunities, 2024", the demand for domestic paper in India rose from 9.4 million tonnes in FY08 to 15.4 million tonnes in FY16. Despite the continuous growth in the industry, per capita paper consumption in the country stands at a little over 14 kg, which is still well below the global average of 57 kg and considerably below 200 kg in North America.

The Indian paper & paper products market is projected to grow from $ 8.6 billion in 2018 to $ 13.4 billion by 2024, exhibiting a CAGR of 7.8% during 2019-2024.Growing manufacturing sector, requirement of better quality packaging of FMCG products marketed through organized retail and the demand for the upstream market of paper products, such as tissue paper, filter paper, tea bags, light weight online coated paper and medical grade coated paper are expected to drive the paper & paper products market in India in coming years.

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 affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.

However, the company has satisfied the borrowing amount availed from the Bank of Maharashtra amounting to Rs. 20 Cr and the said facility stands closed w.e.f. 18 April 2019.

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 significant 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 complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. 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. However unsecured loans from promoters/directors or relatives of promoters in pursuance of the stipulation of lending bank have been received during the financial year 2018-19. Details of the same has been mentioned in the Note No. 37 in the financial statement

AUDITOR AND AUDITORS 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 on 28 September, 2017, for a term of five consecutive years to hold office from the conclusion of the 22 Annual General Meeting until the conclusion of 27th Annual General Meeting of the Company to be held in the calendar year 2022. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors was required to be ratified by Members at every Annual General Meeting.

However, in accordance with the Companies Amendment Act, 2017, effective on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required 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 of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Report on the financial statements for the year ended March 31, 2019.

(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 Shailly Goel & Co., Company Secretaries to undertake the Secretarial Audit of the company for the financial year 2018-19. The Secretarial Audit Report is annexed herewith as Annexure I.

The Board noted the observation made in the Secretarial Audit report and explained that company has complied with the provisions of all the applicable laws except company did not submit their financial results for the quarter ended March 2018 within the stipulated time period to the Bombay Stock Exchange (BSE). In this regard, the Board wishes to submit that company is regular in making the compliances and this default was made due to the technical error of the system & not intentional on the part of the company. Also, the company has paid the entire penalty amount to the Stock Exchange.

(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 Records and Audit) Rules 2014, the Company is not required to appoint cost auditor for audit of cost records.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31/03/2019, there were no associate companies of the Company.

During the year, the Company had disinvested the entire holding of equity shares in associate companies "Brina Gopal Traders Pvt Ltd." and "Swabhiman Vyapaar Pvt Ltd." After disinvestment, the companies are no longer are associates of Neeraj Paper Marketing Limited.

SHARE CAPITAL

The paid up equity share capital as on 31/03/2019 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.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92(3) and Section 134(3)(a) read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure II and is attached to this Report and is also available on the website of company.

The company has filed its annual return for the financial year ended 31/03/2018 & the same has been uploaded on the website of the Company under the link https://www.neerajpaper.com/FormfMGTf7.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.

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:

(A) Conservation of Energy:

All efforts are made to conserve and optimize use of energy with continuous monitoring and 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 made towards technology absorption during the financial year.

(C) Foreign exchange earnings and Outgo:

There is no Foreign exchange earnings of the company during the financial year. However, there was outflow of Rs. 107,898,921.42/- (USD 1,582,554.49) during the year.

DIRECTORS AND KEY MAGAERIAL PERSONNEL:

During the year Ms. Vaishali Mathpal, Company Secretary and Compliance Officer of the Company has resigned w.e.f 8 October 2018 and further on the recommendation of Nomination And Remuneration Committee, the Board has appointed in its meeting held on 22 October 2018, Ms. Mansi as Company Secretary and Compliance Officer of the Company.

The term of Mr. Deepak Goel and Mr. Parveen Kumar Goel, holding position of Whole Time Director of the Company is ending on 1 September 2019, the Board on recommendation of Nomination And Remuneration Committee, approved and 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 the resolution.

The first term of Mr. Shubhakar Pathak (DIN: 02371350) and Ms. Sonal (DIN: 06953152), Independent Directors of the Company is ending on 29th September, 2019. They have expressed their inability to continue as Independent Director for the Second term. Pursuant to the recommendation of Nomination And Remuneration Committee, and the Board at its meeting held on 13 August 2019, approved and recommended to the members of the Company, appointment of Ms. Neha Agarwal and Ms. Pooja Bhardwaj as Independent Director of the Company, for a term of five consecutive years w.e.f. 30 September, 2019 to 29 September, 2024. Accordingly, special resolution for their appointment is included in the Notice of ensuing AGM for approval of members of the Company.

Also the first term of Mr. Ankur Sangal (DIN: 01095679), Independent Director is ending on 29 September, 2019 and he is eligible and provided his consent to be reappointed as Independent Director for the second term. Pursuant to the recommendation of Nomination And Remuneration Committee, the Board at its meeting held on 13 August 2019, approved and recommended to the members of the Company, re-appointment of Mr. Ankur Sangal as a Non-Executive Independent Director of the Company, not liable to retire by rotation for a second term of five consecutive years w.e.f. 30 September, 2019 to 29 September, 2024. Accordingly, special resolution for his re-appointment is included in the Notice of ensuing AGM for approval of members of the Company.

The company has received the declarations from the proposed Independent Directors confirming that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Listing Regulations.

In accordance with the provisions of Companies Act, 2013 and Articles of Association of the Company, Mr. Amit Agarwal, Executive Director of the Company retire by rotation at the ensuing Annual General meeting and being eligible offer himself for re-appointment.

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, 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.

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 Companies Act, 2013 and listing agreement were adhered to while considering the time gap between 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.

During the year under review, the company has amended the Whistle Blower Policy pursuant to the amendment made in the SEBI (PIT), Regulations, 2015.

The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.neerajpaper.com/index.php?page=vigilfmechanism.

COMMITEES OF THE BOARD

a) AUDIT COMMITTEE

As on 31/03/2019, the Audit committee comprises of the following directors:

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

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

b) NOMINATION AND REMUNERATION COMMITTEE

As on 31/03/2019, the Nomination and Remuneration Committee comprises of the following directors:

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

c) STAKEHOLDER RELATIONSHIP COMMITTEE:

During the year, Mr. Ankur Sangal, Independent Director of the company appointed as member of the Stakeholder Relationship Committee in the Board Meeting held on 13.02.2019 as required in Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 as amended and as on 31/03/2019 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 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.

However, detail of guarantees which is outstanding as on 31/03/2019 is provided in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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

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

During the year under review, the company has amended the policy on Related Party Transactions as approved by the Board and is uploaded on the Companys website under the link at https://www.neerajpaper.com/POLICY%20FOR%20RELATED%20PARTY%20TRANSACTION-2.pdf

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

MANAGERIAL REMUNERATION

Disclosure under Rule 5 of Companies (Appointment and Remuneration) Rules, 2014 is attached as Annexure IV.

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 financial risk, political risk, fidelity risk, legal risk.

As a matter of policy, these risks are assessed and the company has not identified 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 affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors 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.

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 the company and that such internal financial controls are adequate and were operating effectively.

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 effectively.

PARTICULARS OF EMPLOYEES

During the year, there is no employee drawing remuneration in excess of the limits specified 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 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 the year 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 sexual harassment reported to the Company pursuant to the 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 Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in the Listing Regulation.

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 efforts and spirit of dedication shown by the employees, officers 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.

By Order of the Board
For NEERAJ PAPER MARKETING LIMITED
Sd/- Sd/-
DEEPAK GOEL
(WHOLE-TIME-DIRECTOR)
PARVEEN KUMAR GOEL (WHOLE-TIME-DIRECTOR)
DATED: 13 AUGUST, 2019
PLACE: DELHI DIN: 00200527 DIN: 00014638