Neeraj Paper Marketing Ltd Directors Report

Dear Members,

Your directors have pleasure in presenting you their 29 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 2024.

FINANCIAL SUMMARY

PARTICULARS	CURRENT YEAR 31/03/2024	PREVIOUS YEAR 31/03/2023
Net Sale/Income from Operations	15839.03	21992.07
Other Income	4.74	2.91
Total Income	15843.77	21994.98
Profit before Finance Charges, Depreciation & Tax	358.58	320.25
Finance Charges	242.83	208.98
Depreciation	36.17	38.63
Pro it Before Tax before exceptional items	79.59	72.64
Exceptional items	0	0
Profit Before Tax after exceptional items	79.59	72.64
Provision for Tax	22.57	21.13
Profit After Tax	57.02	51.51
Balance of Pro it Brought Forward	684.06	632.55
Balance available for appropriation	741.08	684.06
Proposed Dividend on equity shares	-	-
Tax on proposed Dividend	-	-
Transfer to General Reserve	-	-
Surplus carried to next years account	741.08	684.06
Earning Per Share(EPS) -
Basic	0.52	0.47
Diluted	0.52	0.47

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.

STATE OF COMPANY AFFAIRS:

The Turnover for the Financial Year ended on 31/03/2024 is Rs.15839.03 Lacs as compared to Rs. 21992.07 Lacs last year. Net pro it of the company before exceptional items and tax is Rs.79.59 Lacs as compared to Rs. 72.64 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 financial year, there is no change in the nature of business of company.

FUTURE PROSPECTS

The global paper industrys value added is estimated to be approximately USD 266.4 billion in 2024. A compound growth rate of 3.79+ is forecasting (CAGR 2024 2028). Output in the Pulp & Paper market is projected to amount to US$0.91tn in 2024.

Paper is a versatile material that can be used for various activities. Today range of aspects impact the paper industry. It includes sustainability, digitalization, technology, and changing consumer preferences

PAPER INDUSTRY 2024 WORTH

? Value added in the Pulp & Paper market is projected to amount to US$266.40bn in 2024. A compound annual growth rate of 1.61% is expected (CAGR 2024 2028).

? The number of enterprises in the Pulp & Paper market is projected to amount to 72.84k in 2024.

? A compound annual growth rate of 3.79% is expected (CAGR 2024 2028).

? Output in the Pulp & Paper market is projected to amount to US$0.91tn in 2024.

? A compound annual growth rate of 2.62% is expected (CAGR 2024 2028).

? A compound annual growth rate of 0.49% is expected (CAGR 2024 2028).

? The number of employees in the Pulp & Paper market is projected to amount to 3.54m in 2024.

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.

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 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.

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 ef icacy and adequacy of internal control system in the Company, its compliance with 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 financial year 2023-24.

AUDITOR AND AUDITORS REPORT:

(a) STATUTORY AUDITOR

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

Auditors of your Company at the 27 Annual General Meeting held on 30 September, 2022, for a term of five consecutive years to hold of ice from 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 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, 2024. Further, no fraud is reported by auditors under sub-section (12) of section 143 in their Report on the financial statements for the year ended March 31, 2024.

(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 Anuradha Bhatia & Associates., Company Secretaries to undertake the Secretarial Audit of the company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as

Annexure I.

The Board noted that there is no observation made in the Secretarial Audit report for the financial year ended 31 March 2024.

The Annual Secretarial Compliance Report issued by M/s Anuradha Bhatia & Associates pursuant to Regulation 24(A) of SEBI (LODR) Regulations, 2015 was submitted to stock exchange in time.

(c) COST RECORD AND 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, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act 2013, is not required by the Company and the Company is not required to appoint cost auditor for audit of cost records.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31 March, 2024, there were no associate, Subsidiary or Joint Venture of the Company.

SHARE CAPITAL

The paid up equity share capital as on 31 March, 2024 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 filed its annual return for the financial year ended 31 March, 2023 & the same has been uploaded on the website of the Company under the link https://www.neerajpaper.com/ iles/annual-returns/NEERAJ_ARET_FY2022-23.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 firms 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, therefore the conservation of Energy, Technology absorption is not applicable.

(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.

(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 financial year.

(i) the efforts 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 financial 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 _low of the company during the financial year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there is no change in the Board of Directors of the company and Key Managerial Personnel.

However, the _irst term of Ms. Pooja Bhardwaj (DIN: 05158206) and Ms. Neha Agarwal (DIN: 07143026), as Independent Directors on the Board of the company is expiring on 29 September, 2024. On the basis of recommendation of Nomination and Remuneration Committee and after considering their eligibility and receiving their consent to be re-appointed as Independent Directors for the second term, the Board of Directors in their meeting held on 12 August, 2024, recommended and approved the reappointment of Ms. Pooja Bhardwaj (DIN: 05158206) and Ms. Neha Agarwal (DIN: 07143026), as Independent Directors on the Board of the company for a term of five consecutive years w.e.f 30 September, 2024. Accordingly, Special Resolution for their appointment is included in the notice of ensuing Annual General Meeting for approval of members of the company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, Pro iciency, 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.

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.

In accordance with the provisions of Companies Act, 2013 and Articles of Association of the Company, Mr. Praveen Kumar Goel (DIN 0014638), Whole Time Director of the Company retire by rotation at the ensuing Annual General meeting and being eligible offer himself for reappointment.

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 2024:

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

*Ms. Deepa Kumari Company Secretary of the Company had resigned from the position of Company Secretary effective from closing of working hours on 29 June 2024.

The Company had appointed Ms. Deepa Kumari as Company Secretary & Compliance Officer of the Company with effect from 12 August 2024.

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/ iles/polices-disclosures/pd_10.pdf.

c) Meetings

During the year four Audit Committee meeting, one Nomination and Remuneration Committee Meeting, eight Stakeholder Committee Meeting and four Board Meetings and one independent directors meeting were held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing regulations were adhered to while considering the time gap between two meetings. Date of meetings are as follows:

S.no. Type of meeting	Date of meeting
1 Board Meeting	30/05/2023
2 Board Meeting	11/08/2023
3 Board Meeting	10/11/2023
4 Board Meeting	12/02/2024
5 Audit committee meeting	30/05/2023
6 Audit committee meeting	11/08/2023
7 Audit committee meeting	10/11/2023
8 Audit committee meeting	12/02/2024
9 Nomination and Remuneration Committee Meeting	26/07/2023
10 Stakeholder Committee Meeting	03/04/2023
11 Stakeholder Committee Meeting	19/04/2023
12 Stakeholder Committee Meeting	30/05/2023
13 Stakeholder Committee Meeting	21/07/2023
14 Stakeholder Committee Meeting	06/12/2023
15 Stakeholder Committee Meeting	08/01/2024
16 Stakeholder Committee Meeting	01/02/2024
17 Stakeholder Committee Meeting	26/03/2024

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

From 1 April, 2023 to 31 March 2024, the Audit Committee comprised of the following members:

1. Mr. Gagan Aggarwal ( Non-Executive Independent Director)	- Chairman
2. Mr. Amit Agarwal ( 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 1 April, 2023 to 31 March 2024, the Nomination and Remuneration Committee comprised of the following members:

1. Mr. Gagan Aggarwal (Non- Executive, Independent Director)	- Chairman
2. Ms. Pooja Bhardwaj (Non- Executive, Independent Director)	- Member
3. Mr. Amit Agarwal (Non-Executive Director)	- Member

c) STAKEHOLDER RELATIONSHIP COMMITTEE:

From 1 April, 2023 to 31 March 2024, the Stakeholder Relationship Committee comprised of the following members:

1. Mr. Amit Agarwal (Non-Executive Director)	-Chairman
2. Mr. Deepak Goel (Whole Time Director)	- Member
3. Mr. Gagan Aggarwal (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, Corporate Guarantee granted by the company to Indian Bank (Formerly Known as Allahabad Bank) for the Loan availed by Bindal Merchandise has been released by the Bank on 31/03/2024.

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 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/ iles/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 financial 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 financial 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 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

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 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 Certi icate from the auditors of the Company regarding compliance with 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 efforts 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.