Vapi Paper Mills Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 46th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31st, 2020.

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

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

Particulars 2019-2020 2018-2019
(Amt in Rs.) (Amt in Rs.)
Revenue 2,50,17,055 2,10,81,921
Other Income 75,44,604 78,27,848
Total Income 3,25,61,659 2,89,09769
Expenses
Operating expenditure 2,48,28,782 2,60,38,230
Depreciation and amortization expense 13,37,299 20,95,303
Total expenses 2,61,66,081 2,81,33,533
Profit before finance costs and tax 52,62,277 1,25,907
Finance costs 1,23,779 3,92,271
Profit before tax (PBT) 51,38,498 (2,66,364)
Tax expense 0 0
Profit for the year 51,38,498 (2,66,364)
Attributable to: Shareholders of the Company (7,87,78,892) (8,39,17,389)
Non-controlling interests NA NA
Opening balance of retained earnings (15,13,11,437) (15,10,45,073)
Closing balance of retained earnings (14,61,72,939) (15,13,11,437)

2. COVID-19

In the March month of FY 2020, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees and labours. As of March 31, 2020, work from home was enabled for employee and Vapi plant has started the manufacturing operations subject to compliance with the conditions and directions as mentioned in guidelines or order of respective state government and Ministry of Home Affairs, Government of India.

3. Companys performance

The company has continued to rationalize the business mix to improve on its financial condition. Profit for the year has increased to 51.38 lacs from loss of Rs.2.66 lacs in the previous year.

The company continues to safeguard company assets in a conservative manner and continue to constantly evaluate value enhancing opportunities for the company. It is the stated long term goal of the company in case of any such transaction 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 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

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

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. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. Directors and Key Managerial Personnel

In accordance with the Companies Act, 2013, Mrs. Laxmiben Jayantibhai Patel (DIN 00510582), Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for reappointment

The Board of Directors had appointed Ms. Priyanka Mohan Kunwar as a Company Secretary of the Company w.e.f 01st July, 2019.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2020 are:

1) Manoj Ramanbhai Patel- Chairman and Managing Director

2) Rajeev Ramanbhai Patel- Whole Time Director (Chief Financial Officer)

3) Priyanka Mohan Kunwar- Company Secretary

14. 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.

15. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 7 (Seven) Board Meetings were held.

Sr.No. Date of Meeting
1 30/05/2019
2 01/07/2019
3 13/07/2019
4 12/08/2019
5 03/09/2019
6 13/11/2019
7 13/02/2020

16. Auditors

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 Accountants, as a Statutory Auditor of the Company for a period of 5 years which term expires on 30th September 2024.

As required under the provisions of section 139(1) of the Companies Act, 2013, the Company has received a written consent from M/s Chirag N. Shah & Associates, Chartered Accountants, to their appointment and a Certificate, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed there under and that they satisfy the criteria provided in section 141 of the Companies Act, 2013.

17. 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.

18. Cost Auditors

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

19. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. Anjana Manseta & Co., Practicing Company Secretary have 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.

20. Audit Committee

The Company is not required to constitute an Audit Committee since it does not fall within the class of companies prescribed under The Companies (Meetings of the Board and its Powers) Rules, 2014.

21. Nomination and Remuneration Committee and Stakeholders Relationship Committee

The Company is not required to constitute a Nomination and Remuneration Committee since it does not fall within the class of companies prescribed under The Companies (Meetings of the Board and its Powers) Rules, 2014.

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.

22. 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.

23. 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.

24. 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

25. 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.

26. 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.

27. 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.

28. 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
SD/-
Place : Mumbai
Date : 30-06-2020 Manoj R. Patel
Managing Director
(Din No. 00485197)