Shreenath Paper Products Ltd Directors Report

To,

The Members of

SHREENATH PAPER PRODUCTS LIMITED

The Directors have pleasure in presenting before you the Annual Report of the Company together with audited annual financial statements, for the year ended 31st March, 2024.

FINANCIAL RESULTS:

The performance during the year ended March 31, 2024 has been as under:

Amount in Rs.

Particulars	FY 2023-24	FY 2022-23
Sales & other Income (Net)	189,66.82,430	206.69,91,035
Expenses	183,78.20.798	200,80,86,382
Profit Before Tax	5,88,61,632	5,89.04,654
Less: Provision for Tax	1.50,50,222	1.49,83.798
Profit after Tax	4,38,11,410	4,39,20,856
Add: Profit brought forward from last year	8,66,06,985	4,26,86,129
Amount available for appropriation Appropriations:	13.04,18,380	8,66,06,985
Dividend paid	-	-
Tax on dividend	-	-
Bonus Issue	8,45,35,000	-

THE STATE OF COMPANY AFFAIRS:

During the year under consideration, your company has earned a total income of Rs. 185,84,82,852/- as compared to Rs. 204 43.77,499/- of previous year and earned profit after tax of Rs. 4,38,11,410 during the year as against Rs. 4.39.20,856/- that of previous year.

DETAILS OF SUBSIDIARIES, JOINT VENTURES (JV) OR ASSOCIATE COMPANIES (AC):

The Company does not have a Subsidiary Company, an Associate Company or a Joint Venture.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES. JOINT VENTURES (JV), ASSOCIATE COMPANIES (AC):

The Company does not have a Subsidiary Company, an Associate Company or a Joint ? Venture.

AMOUNTS PROPOSED TO BE CARRIED TO ANY RESERVES:

The company has not transferred any amounts to reserves during the year

DIVIDEND:

Considering the performance of the Company and long term plans, it was thought desirable to retain the earnings of the company. Hence the Directors have not recommended dividend for the year ended on 31st March 2024.

INCREASE IN CAPITAL

• During the year under review, Company increased its Authorised Capital from Rs. 90,00,000 divided into 9,00,000 Equity Shares of Rs. 10 each to Rs. 25,00,00,000 divided into 2,50,00,000 Equity Shares of Rs. 10 each.

The paid up capital of the Company increased from Rs. 74,69,000 divided into 7,46,900 Equity Shares of Rs. 10 each to Rs. 14,34,42,000 divided into 1,43.44,200 Equity Shares of Rs. 10 each.

MATERIAL CHANGES IF ANY BETWEEN THE END OF THE FINANCIAL YEAR 31.03.2024 OF THE COMPANY AND THE DATE OF THE REPORT:

There are no material changes and commitment affecting the financial position of the Company till the date of this report. The company has filed DRHP with Stock Exchange and the same is approved. We expect to bring out the Initial Public Offer of our shares during the second half of FY2024 25 itself.

DIRECTORS:

Dr Aditya Narayandas Daultabadkar, Non-Executive Director being liable to rotation, is eligible to get re-appointed.

APPOINTMENT AND OR RESIGNATION OF KEY MANAGERIAL PERSONNEL:

The company being a public limited company the details of appointment and or resignation of Key Managerial Personnel as required under Rule 8(5) (iii) of the Companies (Accounts) Rules, 2014 are applicable.

Following Key Managerial Personnel have been appointed on the Board:

Name	Designation	Date of Appointment
CS Neetika Sanket Sakla	Company Secretary	28.04.2023
CA Vijay Dwarkadas Shah	Independent Director	12.06.2023
Dr Aditya Narayandas Daultabadkar	Independent Director	12.06.2023
Mrs Neha Nagar	Woman Independent Director	12.06.2023
Mr. Ronak Harish Parekh	CEO	28.11.2023
Mr. Navneetdas Vallabhdas Parekh	CFO	10.07.2023

NUMBER OF BOARD MEETINGS HELD:

Details of Board Meetings held during the financial year 2023-24 as required u/s 134(3)(b) of the Companies Act, 2013 are as under:

Sr No	Date of Meetings
1	01/04/2023
2	28/04/2023
3	15/05/2023
4	12/06/2023
5	10/07/2023
6	14/07/2023
7	18/08/2023
8	09/10/2023
9	11/10/2023
10	01/11/2023
11	28/11/2023
12	09/12/2023
13	26/12/2023
14	01/01/2024
15	15/03/2024
16	21/03/2024

Details regarding attendance of the Directors at the Board Meetings held during the Financial Year 2023-24 and at the last Annual General Meeting held on 30th September 2023 are given below:

Name	Category	Attendanr Meeting	;e at Board	Attendance at AGM held on 30th
		Held	Attended	September 2023
Alok Parekh	Managing Director	16	16	Yes
Ronak Parekh	Whole Time Director/CEO	16	16	Yes
Neha Nagar	Independent Director	16	12	No
Vijay Dwarkadas Shah	Independent Director	16	12	No
Aditya Narayandas Daultabadkar	Independent Director	16	12	No
Harish Parekh*	Director	16	4	Yes
Navneetdas Parekh*	Director	16	4	Yes

Resigned from Board of Directors w.e.f. July 10, 2023.

DECLARATIONS BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have given their respective declaration as required under Section 149(7) of the Act to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act.

All Independent Directors have also complied with Code for Independent Directors prescribed in Schedule IV to the Act.

They have also given their annual affirmation on compliance with the Code of Conduct for the Board of Directors and Senior Management of the Company. Further, there has been no , change in the circumstances affecting their status as an Independent Directors of the Company.

BOARD COMITTEES:

Details of the Board Committees and other related information are provided hereunder:

• Audit Committee

Name	Position in the Committee
Vijay Shah	Chairman
Neha Nagar	Member

Alok Parekh Member

* Nomination and Remuneration Committee

Name	Position in the Committee
Neha Nagar	Chairman
Vijay Shah	Member
Aditya Daultabadkar	Member

• Stakeholders Relationship Committee

Name	Position in the Committee
Neha Nagar	Chairman
Alok Parekh	Member
Ronak Parekh	Member

• CSR Committee

Name	Position in the Committee
Neha Nagar	Chairman
Aditya Daultabadkar	Member
Ronak Parekh	Member

. The Company Secretary of the Company acts as the Secretary of all Board Committees.

A) AUDIT COMMITTEE:

BRIEF DESCRIPTION OF TERMS OF REFERENCE

1) Oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2) Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors:

4) Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

i. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

ii. Changes, if any, in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by management;

iv. Significant adjustments made in the financial statements arising out of audit findings;

I

v. Compliance with listing and other legal requirements relating to financial statements:

vi. Disclosure of any related party transactions;

vii. Modified opinion(s) in the draft audit report.

5) Reviewing, with the management, the half yearly financial statements before submission to the board for approval.

6) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/Draft Prospectus/ Prospectus /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7) Review and monitor the auditors independence, performance and effectiveness of audit process.

8) Approval or any subsequent modification of transactions of the company with related parties:

9) Scrutiny of inter-corporate loans and investments:

10) Valuation of undertakings or assets of the company, wherever it is necessary;

11) Evaluation of internal financial controls and risk management systems;

12) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems

13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14) Discussion with internal auditors any significant findings and follow up there on.

15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

18) To review the functioning of the Whistle Blower mechanism.

19) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

20) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

21) Reviewing the utilization of loans and/ or advances from/investment by the holding \ company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the

subsidiary, whichever is lower including existing loans / advances / investments j existing as on the date of coming into force of this provision

22) Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

23) Carrying out any other functions required to be carried out by the Audit Committee as contained in the Listing Regulations or any other applicable law, as and when amended from time to time.

During the year under review, there has been no meeting of Audit Committee.

B) NOMINATION AND REMUNERATION COMMITTEE:

BRIEF DESCRIPTION OF TERMS OF REFERENCE

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees:

• Formulation of criteria for evaluation of Independent Directors and the Board:

• Devising a policy on Boord diversity

• Identifying people who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend their appointment to the Board.

During the year under review, 1 meeting of Nomination and Remuneration Committee was held on March 21,2024

Companys Policy On Directors Appointment And Remuneration:

The Nomination & Remuneration Committee (NRC) has adopted a policy which, inter-alia, deals with the manner and selection of Board of Directors and key Managerial Personnel and their remuneration.

Criteria Of Selection Of Non-Executive Directors

The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board.

In case of appointment of Independent Directors, the NRC shall satisfy itself with regard to , the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

The NRC shall ensure that candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

The NRC shall consider the followina attributes / criteria, whilst recommendina to the Board

the candidature for appointment as Director:

* Qualification, expertise and experience of the Directors in their respective fields:

• Personal. Professional or business standing.

Performance Evaluation

Pursuant to the provisions of the Act, the Board has carried out the annual performarrcer evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the

composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Boaid. who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

Observations of Board evaluation carried out for the year: No observations.

Previous years observations and actions taken: Since no observations were received, no actions were taken.

Proposed actions based on current year observations: Since no observations were received, , no actions were taken.

Remuneration of The Directors / Key Managerial Personnel (KMP) / Employees:

The details of remuneration paid / payable to the executive directors for financial year 2023- 24 is as under:

Particulars	Alok Parekh. Director	Managing Ronak Parekh, Director 8. CEO	Whole-Time
Salary	27,00.000	27,00,000
Contribution to Other Funds	Provident & -
Gratuity	-	-

The details of remuneration Daid / oavable to Kev Manaaerial Personnel is as under:

Particulars	Neetika Sakle, Company Secretary	Navneetdas Parekh, CFO
Salary	96,000	30,00,000
Contribution to Provident &	-	-
Other Funds
Gratuity	-	-

The details of sitting fees paid / payable to Non-Executive Directors is as under:

Particulars	Neha Nagar, Independent Director	Vijay Shah, Independent Director	Aditya Daultabadkar, Non-Execufive Director
Salary	-	-
Contribution Provident & Funds
Gratuity

DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLETIME DIRECTOR FROM THE COMPANYS HOLDING OR SUBSIDIARY COMPANY:

As the compony does not have any Holding or Subsidiary Company, the provisions of this Section do not apply to the company.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The company has been addressing various risks impacting the company and the policy of the company on risk management is provided as required under the provisions of Section 134(3) (n) as under:

The company has established a risk management policy commensurate with the size and pursuant to the nature of business of the company, the Company is also in the process of skill development of the employees to improve the quality and efficiency.

The operational risks of fire and accidents etc are mitigated through insurance cover, safety norms and continued training to employees. Further, the company has entered into a Debtors Insurance Contract with a leading Insurance Company which covers the entire risk of non-realization of debtors.

DEPOSITS:

The Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014. is given herein below:

A. CONSERVATION OF ENERGY

The Company is not covered under the list of specified industries, however required conservation measures are already taken to insure power consumption to the extent necessary.

B. TECHNOLOGY ABSORPTION

, Since no Technology has been acquired by the Company, the question of

Technology Absorption, Adaption and Innovation does not arise.

C. FOREIGN EXCHANGE EARNINGS & OUTGO:

Foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows.

Amount in Rs.

Particulars	2023-24	2023-24
Foreign Exchange Earnings in terms of actual inflows	NIL	NIL
Foreign Exchange Outgo in terms of actual outflows	NIL	NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The company has spent the CSR amount to the tune of Rs. 2,70,000/- by making payment of same to vijay Kiida Mandal a CSR registered trust having CSR registration number CSR00010175.

The company has formed the CSR Committee amongst its Board of Directors and the committee has drawn out the CSR Policy according to the Companies Act, 2013. The Disclosure of CSR expenditure is annexed in Annexure 1.

. SECRETARIAL AUDIT REPORT:

The provisions of related to Secretarial Audit Report as mentioned in section 204 of the Companies Act, 2013 do not apply to the Company.

AUDITORS:

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s. Ratan Chandak & Co, Chartered Accountants, were appointed as statutory auditors of the Company in casual vacancy in Extra-Ordinary General Meeting held on December 21, 2023 till the ensuing Annual General Meeting. M/s. Ratan Chandak & Co LLP, Chartered Accountants have expressed their inability to be appointed as Statutory Auditor for a period of five years in ensuing Annual General Meeting.

The company has received a certificate from the M/s S H Dama & Associates (Firm Registration No 125932W) as Statutory Auditor in the Annual General Meeting. M/s S H Dama & Associates stated to the effect that their appointment, if made, would be within the prescribed limits under section 139 of the Companies Act, 2013. Your Directors recommend • their appointment as Statutory Auditor ot the Company,

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, the Directors state that:

a) in the preparation of the Annual Accounts for the year 31.03.2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures:

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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 of the Company for the period;

c) the directors had taken proper and sufficient care tor 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;

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

e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

A) REPLY TO AUDITORS QUALIFICATION OR REMARKS OR OBSERVATIONS:

The Statutory Auditors Report to the shareholders does not contain any qualification, adverse remarks or observation.

B) DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS: [SECTION 143(12)]:

There were no frauds reported by the auditors under Section 143(12) of the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN:

In accordance with the Act, the annual return in the prescribed format is available on the website of the Company at https://shreenathpgper,com/

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loan or guarantee or security or made any financial investment during the financial year.

PARTICULARS OF RELATED PARTY TRANSACTIONS:

The Company did not enter into any materially significant related party transactions, which had potential conflict with the interest of the Company at large. The related party transactions entered into with the related parties as defined under the Act during the financial years were in the ordinary course of business and at arms length basis, the same have been approved by the Audit Committee/ Board of Directors. Transactions with the related parties are disclosed under Notes forming part to the financial statements in the Annual Report. The Board of Directors have approved a policy of related party transactions which has been uploaded on the website of the Company at https://shreenathpaper.com/

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There were no instances during the year attracting the provisions of Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014.

, DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Internal Control Systems and their Adequacy:

Management has put in place effective Internal Control Systems which are commensurate with nature and size of business to provide reasonable assurance for:

• Safeguarding Assets and their usage.

• Maintenance of Proper Accounting Records and

• Adequacy and Reliability of the information used for carrying on Business Operations.

Proper and appropriate mechanism and systems are in place to monitor and review financial transactions on periodic basis.

CORPORATE GOVERNANCE CERTIFICATE:

The provisions of Listing Agreement related to Corporate Governance Certificate are not applicable to the Company.

VIGIL MECHANISM:

As the Company has not borrowed money from Banks and Public Financial Institutions in excess of Rs.50 Crore, therefore provisions of related to Vigil Mechanism are not applicable to the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24:

No of complainfs received: NIL No of complaints disposed off: NIL

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS: [SECTION 143(12)]:

There were no frauds reported by the auditors under Section 143(12) of the Companies Act, 2013

ACKNOWLEDGEMENT:

Directors take this opportunity to express their sincere appreciation for the services rendered by the Companys Bankers, Consultants and Advisors, Material Suppliers, Customers and Shareholders for their continued support and guidance. The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees of the Company at all levels.