Vapi Paper Mills Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 47th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31st, 2021.

1. Financial summary or hiqhliqhts/Performance of the Company (Standalone)

The Boards Report shall be prepared based on the stand alone financial statements of the company.

Particulars 2020-2021 2019-2020
(Amt in Rs.) (Amt in Rs.)
Revenue from Operations 2,30,65,419 2,50,17,055
Other Income 55,21,079 75,44,604
Total Income 2,85,86,498 3,25,61,659
Expenses
Operating expenditure 2,30,34,297 24828782
Depreciation and amortization expense 18,60,393 13,37,299
Total expenses 2,48,94,690 2,61,66,081
Profit before finance costs and tax 36,91,808 63,95,578
Finance costs 0 1,23,779
Exceptional Items 79,021 11,33,301
Profit before tax (PBT) 36,12,787 51,38,498
Tax expense 5,15,000 0
Profit for the year 30,97,787 51,38,498
Opening balance of retained earnings (14,61,72,937) (15,13,11,435)
Closing balance of retained earnings (14,30,75,150) (14,61,72,937)

2. Impact of COVID 19 Pandemic on the performance

The outbreak of the deadly COVID-19 virus and the ensuing lockdown imposed across the country affected business operations primarily in the 1st Quarter 2020-2021. As the health of the employees and workers became a priority, stoppage of operations for an uncertain period resulted in a large financial burden on the one hand and workforce idling on the other. COVID-19 is an unprecedented challenge. The lockdown gave India time to make a concerted effort to flatten the outbreak curve. However, towards later part of the year consequent to significant opening of the economic activity across the nation the demand picked up compared to that during the initial period of Covid-19.

3. Companys performance

During the year Company has earned revenue of Rs 2.30 Crore (Previous year Rs. 2.50 Crore) and earned a profit of Rs 30.97 Lacs (Previous year Profit Rs. 51.38 Lacs).

The company continues to safeguard company assets in a conservative manner and continues to constantly evaluate value enhancing opportunities for the company. It is stated long term goal of the company in case of any transactions to be net worth positive and to improve financial position of the company to enable long term value creation for shareholders by increase in share value, dividends and/or share buybacks.

4. Dividend

Considering the financial position of the company and to conserve valuable resources, the Directors do not recommend a dividend for the period under consideration.

5. Human Resources

During the year, relations with employees remained cordial.

Your Company has always believed that Human Resource is the most important resource and continues to work for its development. The functioning and activities were further aligned to Companys Business objectives. The Human Resource Development activities focused on multi-skill training, performance etc.

6. Subsidiary companies

The Company does not have any subsidiary, associate companies & joint ventures. There has been no material change in the nature of the business of the subsidiaries.

7. Particulars of loans, guarantees and investments

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

8. Deposits

The Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made there under. There were no unclaimed or unpaid deposits as on March 31, 2020.

9. Extract Of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I.

10. Related Party Transactions

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

11. Significant Orders Passed By The Regulators, Courts Or Tribunal Impacting Going Concern And Companys Operations

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or companys operations in future.

12. Material Changes And Commitments If Any Affecting The Financial Position Of The Company

No material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors Report.

13. Directors Responsibility Statement

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-

(a) In the preparation of the annual accounts, 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 and loss of the company for that period;

(c) The directors had 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;

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

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

15. Independent Directors Meeting

As per Para V11 (1) of Schedule 1V to the Companies Act 2013,Independent Directors (IDs) are required to hold at least one meeting without the attendance of Non-independent directors and members of management. For the financial year 2020-21, the IDs of a company have not been able to hold such a meeting, the same shall not be viewed as a violation as per Ministry of Corporate Affairs Circular No. 11/2020 dated 24th March 2020.

16. Directors and Key Managerial Personnel Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Mr. Rajeev Patel, (DIN: 00510532), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Key Managerial Personnel(KMP)

The following have been designated as the Key Managerial Personnel of the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr.No. Name of the Person Designation
1. Mr. Manoj Patel Managing Director
2. Mr. Rajeev Patel Chief Financial Officer
3. Ms. Priyanka Kunwar Company Secretary

There has been no change in the KMPs during the year under review.

There has been no change in the constitution of Board of Directors of the Company during the financial year 2020-21. Re-appointment of Independent Directors for a Second Term

Mr. Himanshu Harish Ruia (DIN: 07572617), Independent Director of the Company is proposed to be re-appointed as an Independent Director of the Company at this Annual General Meeting for a second term of five consecutive years in accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.

Re-Appointment of Mr. Manoj Ramanbhai Patel as the Chairman and Managing Director of the Company

Mr. Manoj Patel (DIN: 00485197), Managing Director of the Company is proposed to be reappointed as a Chairman and Managing Director of the Company at this Annual General Meeting for a next year of Five Consecutive years in accordance with the provisions of the Companies Act,2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.

None of the Director resigned from the directorship of the Company during the year.

17. Particulars of Employees

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

18. Vigil Mechanism

In accordance with the provisions of the Act and listing regulations, Vigil Mechanism for directors and employees to report genuine concerns has been established.

19. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 5 (Five ) Board Meetings were held.

Sr.No. Date of Meeting
1 30/06/2020
2 14/08/2020
3 02/09/2020
4 13/11/2020
5 13/02/2021

20. Statutory Auditor

Members of the Company at the Annual General Meeting that was held on 30th September, 2019 have reappointed M/s Chirag N. Shah & Associates, Chartered Accountant(Firm Registration No. 118215W), as a Statutory Auditor of the Company for a period of 5 years which term expires on 30th September 2024 subject to the ratification at every Annual General Meeting and as per Notification issued by MCA the Company need not place the resolution for ratification at the AGM and hence no resolution is placed before the AGM.

21. Auditors Report

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

22. Cost Auditors

The Company is not required to maintain cost records as per The Companies (Cost Records and Audit) Amendments Rules, 2014.

23. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. Anjana Manseta & Co., Practicing Company Secretary has been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.

24. Audit Committee

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further during the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee. During the financial year ended on 31st March 2021, the Audit Committee met Four times on 30/06/2020, 14/08/2020, 13/11/2020 and 13/02/2021.

25. Nomination and Remuneration Committee

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

26. Stakeholders Relationship Committee

As per Section 178(5) of Companies Act, the Board of Directors of a company has constituted a Stakeholder Relationship Committee consisting of a Chairperson and such other members as may be decided by the Board. The Committee has been constituted to strengthen the investor relations and to inter-alia, look into issues relating to shareholders grievances pertaining to transfer of shares, non- receipt of declared dividends, non-receipt of Annual Report, issues concerning de-materialization etc.

27. Risk management policy

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

28. Details Of Policy Developed And Implemented By The Company On Its Corporate Social Responsibility Initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

29. Internal financial control systems and their adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

30. Significant & Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status Of The Company

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations.

31. Particulars Of Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013, read with The Companies (Accounts) Rules, 2014, is to be regarded as Nil. The Company has not entered into any technology transfer agreement.

32. Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors
Place : Mumbai
Date :04/06/2021
SD/- SD/-
MANOJ R PATEL RAJEEV PATEL
MANAGING DIRECTOR DIRECTOR
DIN 00485197 DIN 00510532