Neeraj Paper Marketing Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors have pleasure in presenting you their 30^th Annual Report on the business and operations of the company together with the Audited
Financial Statement of the Company for the year ended 31^st March 2025.

FINANCIAL SUMMARY

PARTICULARS	CURRENT YEAR	PREVIOUS YEAR
	31/03/2025	31/03/2024
Net Sale/Income from Operations	19686.63	15839.03
Other Income	3.86	4.74
T otal Income	19690.49	15843.77
Profit before Finance Charges, Depreciation & Tax	330.61	358.58
Finance Charges	254.62	242.83
Depreciation	32.99	36.17
Profit Before Tax before exceptional items	43.00	79.59
Exceptional items	0	0
Profit Before Tax after exceptional items	43.00	79.59
Provision for Tax	18.33	22.57
Profit After Tax	24.66	57.02
Balance of Profit Brought Forward	741.08	684.06
Balance available for appropriation	765.74	741.08
Proposed Dividend on equity shares	-	-
Tax on proposed Dividend	-	-
T ransfer to General Reserve	-	-
Surplus carried to next year''s account	765.74	741.08
Earning Per Share(EPS) - Basic	0.22	0.52
Diluted	0.22	0.52

DIVIDEND

As company required funds for business and growth, no Dividend is recommended for the year under review.

TRANSFERTO 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 31/03/2025 is Rs.19686.63 Lacs as compared to Rs. 15839.03 Lacs last year. Net profit of the
company before exceptional items and tax is Rs.43.00 Lacs as compared to Rs. 79.59 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

India stands as one of the largest manufacturers and consumers of paper globally. With a wide range of products including writing and printing
paper, newsprint, packaging paper, and tissue paper, the paper industry emerges as one of the fast-growing businesses in India.

Currently, the paper industry in India is valued with a revenue of approximately 80,000 crore rupees annually. India is home to around 850 paper
mills, which collectively produce about 25 million tonnes of paper each year. This production volume is expected to rise to approximately 35
million tonnes by the fiscal year 2030, reflecting the robust demand for paper products across various sectors.

The paper industry in India is set for significant growth. The growth of the paper industry in India not only generates substantial revenue but also
contributes to the nation''s economy and creates employment opportunities. With current conditions, the paper industry employs around 5 lakh
employees directly and around 15 lakh indirectly.

The rising literacy rates, increased industrial activity, advancements in technology, sustainable practices and greater demand for packaging
materials are the factors that are promising 6% to 7% annual growth in the paper industry in India.

With such promising growth in the future of the paper industry in India, it has become one of the best business ideas and investments to start
with.

Key Drivers of Growth

1. Rise in Literacy and Education: The educational institutions, publishers, and offices are significant consumers of the paper. These
consumers drive the increasing demand, and with the increasing literacy rates, and growth of the education sector the demand for
paper production is on the rise.

2. Economic Growth and Urbanization: The future growth of the paper industry in India is driven by the economic growth and the
urbanization as well. This trend directly boosts the demand for packaging paper as packaged goods increase with urbanization.

3. Digital Media and Paper Coexistence: Despite the digital revolution, paper remains indispensable in many areas. Physical books,
newspapers, and documents still hold value for a considerable segment of the population, ensuring a steady demand for paper.

4. Sustainable Packaging: There is a global shift towards sustainable and eco-friendly packaging solutions. As consumers and
companies alike become more environmentally conscious, the demand for recyclable and biodegradable paper products is expected to
rise, presenting an opportunity for the Indian paper industry to innovate and expand.

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 COMPANY''S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s
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. 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 2024-25.

AUDITOR AND AUDITOR''S REPORT:

(a) STATUTORYAUDITOR

M/s. Goel Singhal & Associates, Chartered Accountants, Muzaffarnagar, (Firm Registration number 006496C) were appointed as Statutory
Auditors of your Company at the 27^th Annual General Meeting held on 30^th September, 2022, for a term of five consecutive years to hold office from
the conclusion of the 27^th Annual General Meeting until the conclusion of 32^nd 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, 2025.
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, 2025.

(b) SECRETARIAL AUDITOR

In alignment with the aforementioned regulatory framework including the amendments made by SEBI and the provisions of the Companies Act,
2013 regarding Secretarial Audit and appointment of Secretarial Auditor, the Board of Directors of your Company based on the
recommendations of the Audit Committee at its Meeting held on 08^th August, 2025, approved and recommended to the Shareholders for their
approval, appointment of M/s. Anuradha Bhatia and Associates, a peer reviewed firm of Company Secretaries in whole time practice, as the
Secretarial Auditors of the Company for a term of 5 consecutive years starting from 1st April, 2025 to 31^st March, 2030.

Further, 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 2024-25. 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^st March 2025.

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^stMarch, 2025, there were no associate, Subsidiary or Joint Venture of the Company.

SHARE CAPITAL

The paid up equity share capital as on 31^st March, 2025 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.

ANNUALRETURN

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^st March, 2024 & the same has been uploaded on the website of the Company under the link
https://www.neeraipaper.com/files/annual-reports/NEERAt AR 2023-24.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 confirms that it has paid the Annual Listing Fees for the year 2024-2025 to BSE Limited where the Company''s 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.

1. the steps taken or impact on conservation of energy; -NIL

2. the steps taken by the company for utilising alternate sources of energy; -NIL

3. the capital investment on energy conservation equipments; -NIL

(B) Technology absorption:

Since the company is involved in the trading activities, no specific expenses are made towards technology absorption during the financial year.

(i) the efforts made towards technology absorption; -NIL

(ii) the benefits 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 flow of the company during the financial year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, Ms. Deepa Kumari, Company Secretary and Compliance Officer of the Company has resigned w.e.f 29^th June 2024 and further on
the recommendation of Nomination and Remuneration Committee, the Board has again appointed Ms. Deepa Kumari in its meeting held on 12^th
August 2024, Ms. Deepa Kumari is Company Secretary and Compliance Officer of the Company.

The first term of Ms. Pooja Bhardwaj (DIN: 05158206) and Ms. Neha Agrawal (DIN: 07143026) as Independent Directors ended on 29th
September, 2024 and they were eligible and provided their 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 12^th August 2024, and members of the
Company in Annual General Meeting held on 27^th September 2024 approved the re-appointment of Ms. Pooja Bhardwaj and Ms. Neha Agrawal as
a Non-Executive Independent Directors of the Company, not liable to retire by rotation for a second term of five consecutive years w.e.f. 30^th
September, 2024 to 29^th September, 2029.

The term of Mr. Deepak Goel (DIN: 00200527), Whole time Director and Mr. Parveen Kumar Goel, (DIN: 0014638), Whole time Director of the
Company is ending on 09^th August 2025. Pursuant to the recommendation of Nomination & remuneration committee, the board at its meeting
held on 08^th August 2025 approved and recommended to the members of the Company, the re appointment of Mr. Deepak Goel and Mr. Parveen
Kumar Goel for a further period of 3 years as Whole Time Directors respectively w.e.f 09^th August 2025. Accordingly, Special resolutions for
approval of their re appointment and remuneration are included in the Notice of ensuing AGM of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, Proficiency, experience and expertise
in the fields of legal, industry experience, strategy, finance 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 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 (DIN 01336763),
Director of the Company retire by rotation at the ensuing Annual General meeting and being eligible offer himself for reappointment.

a) Performance Evaluation of Board, Committees and Directors

During the financial year, formal annual evaluation of the Board, its committees and individual Directors was carried out pursuant to the
Performance Evaluation Policy of the Company. The Nomination and Remuneration Committee has devised the criteria for evaluation of the
performance of the Directors including the Independent Directors. The said criteria specify certain parameters like attendance, acquaintance
with business, communication inter se between board members, effective participation, domain knowledge, compliance with code of conduct,
vision and strategy, benchmarks established by global peers etc., which is in compliance with applicable laws, regulations and guidelines.

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent
Directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. In accordance with the
manner of evaluation specified by the Nomination and Remuneration Committee, the performance evaluation of the Independent Directors was
carried out by the entire Board excluding the director being evaluated. The performance evaluation of the Non Independent Directors and the
Board was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit,
Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation
process.

A structured questionnaire covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance of specific duties, obligations and governance was prepared after taking into
consideration the Guidance note issued by SEBI vide circular no, CMD/CIR/P/2017/004 dated 05.01.2017 and based on response received from
directors.

Evaluation of Committees

The performance evaluation of Committees was based on criteria such as structure and composition of Committees, attendance and

participation of member of the Committees, fulfilment of the functions assigned to Committees by the Board and applicable regulatory
framework, frequency and needs within and outside the Company, demonstrated and effective communication skills, adequacy of time allocated
at the Committee Meetings to fulfil duties assigned to it, adequacy and timeliness of the Agenda and Minutes circulated, comprehensiveness of
the discussions and constructive functioning of the Committees, effectiveness of the Committee''s recommendation for the decisions of the Board,
etc.

Evaluation of Directors and Board

A separate exercise was carried out to evaluate the performance of Individual Directors and the Board as a whole. The performance evaluation of
the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of Board
was based on criteria inter alia, including Structure of the Board, Meetings of the Board, Functions of the Board, Role and responsibilities of the
Board, Governance and compliance, Evaluation of Risks, Corporate culture and values etc.

Criteria for Independent Directors

The performance evaluation of Independent Directors was based on various criteria, inter alia, including qualification, experience, , core skill, ,
ability and willingness to speak up, ability to carry others, ability to disagree, stand his/her ground, Participation of the Directors in the Board
proceedings and his / her effectiveness, The devotion of sufficient time and attention towards professional obligations for independent decisions
and acting in the best interest of the Company, Provides strategic guidance to the Company and determines important policies with a view to
ensuring long-term viability and strength, Bringing external expertise and independent judgment that contributes to the objectivity of the
Board''s deliberation, particularly on issues of strategy, performance, and conflict management etc.

The results of the Evaluation for the year under review were shared with the Board, Chairman of respective Committees and individual Directors.
The results of Evaluation showed high level of commitment and Engagement of Board, its various Committees and Senior leadership.

As part of the outcome of the Performance Evaluation exercise it was noted that the Board is Independent, operates at a high level of Governance
Standards and is committed to creating value for all stakeholders. It was also noted that the Meetings of the Board are well planned and run
effectively by the Chair, its Committees are managed well and continue to perform on their respective focus areas of Governance and Internal
Controls.

Based on the outcome of the Evaluation of the year under review, the Board has agreed to maintain the High Standards of Governance, Visibility
and Interaction in the coming years.

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 highlights of this policy are as follows:

1. Criteria of selection of Non- Directors

a) The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors
having expertise in the fields of marketing, finance, taxation, law, governance and general management.

b) In case of appointment of Independent Directors, the Committee 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.

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

d) The Committee shall consider the following attributes/criteria, whilst recommending to the Board the candidature for appointment as
Director.

i. Qualification, expertise and experience of the Directors in the irrespective fields;

ii. Personal, Professional or business standing;

iii. Diversity of the Board.

e) In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation of the Director
and his engagement level.

2. Remuneration

The Non -Executive Directors shall be entitled to receive remuneration by way of sitting fees for participation in the Board / Committee meetings
and commission as detailed hereunder:

i. A Non-Executive Director shall be entitled to receive sitting fees for each meeting of the Board or Committee meeting attended by
him/her at his/her discretion of such sum as may be approved by the Board of Directors within the overall limits prescribed under the
Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014;

ii. The Independent Directors of the Company shall not be entitled to participate in the Stock Option Scheme of the Company, if any,
introduced by the Company.

Managing Director & Whole Time Director - Criteria for selection / appointment

For the purpose of selection of the Managing Director or Whole Time Director the Committee shall identify persons of integrity who possess
relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if any,
received from any member of the Board.

The Committee will also ensure that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the
Companies Act, 2013 or other applicable laws.

Remuneration for the Managing Director or Whole Time Director

i. At the time of appointment or re-appointment, the Managing Director or Whole Time Director may be paid such remuneration as may
be mutually agreed between the Company (which includes the nomination & Remuneration Committee and the Board of Directors) and
the Managing Director or Whole Time Director within the overall limits prescribed under the Companies Act, 2013.

ii. The remuneration shall be subject to the approval of the Members of the Company in General Meeting.

iii. The remuneration of the Managing Director or Whole Time Director shall comprise only of the fixed component. The fixed
component shall comprise salary, allowances, perquisites, amenities and retiral benefits.

Remuneration Policy for the Senior Management Employees

1. In determining the remuneration of the Senior Management Employees (i.e. KMPs and senior officers just one level below the Chief
Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are
not part of the Board of Directors) and shall specifically include the functional heads) the Committee shall ensure / consider the relationship
of remuneration and performance benchmark is clear;

2. The Managing Director or Whole Time Director will carry out the individual performance review based on the standard appraisal matrix and
shall take into account the appraisal score card and other factors and thereafter shall recommend the annual increment and performance
incentive to the Committee for its review and approval.

3. The policy is available on the website of the company under the link https://www.neeraipaper.com/files/polices-disclosures/pd 10.pdf.

c) Board Meetings

During the year Six Board Meetings were held. Date of meetings are as follows:

S.no.	Type of meeting	Date of meeting	Total no. of members as on the date of meeting	Attendance
				No. of members Attended	% of attendanc e
1	Board Meeting	30-05-2024	6	6	100%
2	Board Meeting	15-07-2024	6	6	100%
3	Board Meeting	12-08-2024	6	6	100%
4	Board Meeting	07-10-2024	6	6	100%
5	Board Meeting	12-11-2024	6	6	100%
6	Board Meeting	12-02-2025	6	6	100%

d) Committee Meetings

During the year four Audit Committee meeting, one Nomination and Remuneration Committee Meeting, four Stakeholder Relationship
Committee Meeting held. Date of meetings are as follows:

S.no.	Type of meeting	Date of meeting	Total no. of members as on the date of meeting	Attendance
				No. of members Attended	% of attendance
1	Audit committee meeting	29-05-2024	3	3	100%
2	Audit committee meeting	12-08-2024	3	3	100%
3	Audit committee meeting	12-11-2024	3	3	100%
4	Audit committee meeting	12-02-2025	3	3	100%
5	Stakeholder Committee Meeting	18-04-2024	3	3	100%
6	Stakeholder Committee Meeting	02-08-2024	3	3	100%
7	Stakeholder Committee Meeting	24-08-2024	3	3	100%
8	Stakeholder Committee Meeting	13-09-2024	3	3	100%
9	Nomination and Remuneration Committee Meeting	02-08-2024	3	3	100%

e) Independent Director Meeting

During the year, there is one meeting of Independent Directors which was held on 20^th March 2025 without the presence of non-independent
directors and members of the management and all the independent directors shall endeavor to be present at such 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 company''s Code of Conduct or Ethics Policy.The policy is available on the website of the company under the link
https://www.neeraipaper.com/files/vigil-mechanism/vg 0001.pdf.

COMMITEES OF THE BOARD

a) AUDIT COMMITTEE

From 1^st April, 2024 to 31^st March 2025, 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^st April, 2024 to 31^st March 2025, 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^st April, 2024 to 31^st March 2025, 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.

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 arm''s 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.

The Company has not entered into Material Related Party Transactions as per the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements), 2015 and a confirmation to this effect as required under section 134(3)(h) of the Companies Act,
2013 is given in Form AOC-2 as Annexure II, which forms part of this Annual Report.

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 Company''s website under the link at
https://www.neeraipaper.com/files/polices-disclosures/pd 03.pdf.

A particular of contracts or arrangements or transactions in Form AOC-2 is attached as Annexure II. Detailed disclosure of related party
transactions are also provided in Note No.34 of Financial Statement.

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 obiective 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 today''s 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

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.

NUMBER OF EMPLOYEES AS ON THE CLOSURE OF THE FINANCIAL YEAR

The number of employees as on the closure of financial year is stated as below:

Male	8
Female	9
Transgender	0

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.

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

a) No. of complaints filed during the year: Nil

b) No. of complaints disposed during the year: Nil

c) No. of complaints pending as on end of the financial year: Nil

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.

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.

STATEMENT RELATING TO MATERNITY BENEFIT ACT, 1961

During the year under review, the Company has complied with the provisions of Maternity benefit Act, 1961.

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, 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 the order of the Board
For NEERAJ PAPER MARKETING LIMITED

Sd/- Sd/-

Deepak Goel Parveen Kumar Goel

(Whole-Time-Director) (Whole-Time-Director)

DIN: 00200527 DIN: 00014638

Add: 218-222, Agarwal Add: 218-222, Agarwal

^DATED: °⁸''^{h Au}g^ust 2025 Prestige Mall, Near M2K Cinema Prestige Mall, Near M2K Cinema

PLACE_: DELHI Pitampura, Delhi-110034 Pitampura, Delhi-110034

---

Mar 31, 2024

Your directors have pleasure in presenting you their 29^th Annual Report on the business and operations of the company together with the Audited Financial Statement of the Company for the year ended 31^st March 2024.

FINANCIAL SUMMARY

(INR in Lacs)
PARTICULARS	CURRENT YEAR	PREVIOUS YEAR
	31/03/2024	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	3 58.58	320.25
Finance Charges	242.83	208.98
Depreciation	36.17	38.63
Profit 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 Profit Brought Forward	684.06	632.55
Balance available for appropriation	741.08	684.06
Proposed Dividend on equity shares	-	-
T ax on proposed Dividend	-	-
Transfer to General Reserve	-	-
Surplus carried to next year’s 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 profit 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 industry''s 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 flourishing e-commerce sector, particularly after the Covid-19 pandemic. According to one estimate, India''s 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 COMPANY''S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s 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. 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 AUDITOR''S REPORT:(a) STATUTORY AUDITOR

M/s. Goel Singhal & Associates, Chartered Accountants, Muzaffarnagar, (Firm Registration number 006496C) were appointed as Statutory Auditors of your Company at the 27^th Annual General Meeting held on 30^th September, 2022, for a term of five consecutive years to hold office from the conclusion of the 27^th Annual General Meeting until the conclusion of 32^nd 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^st 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^stMarch, 2024, there were no associate, Subsidiary or Joint Venture of the Company.

SHARE CAPITAL

The paid up equity share capital as on 31^st 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^st March, 2023 & the same has been uploaded on the website of the Company under the link https://www.neeraipaper.com/files/annual-returns/NEERAt 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 confirms that it has paid the Annual Listing Fees for the year 2023-2024 to BSE Limited where the Company''s 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 specific expenses are made towards technology absorption during the financial year.

(i) the efforts made towards technology absorption; -NIL

(ii) the benefits 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 flow 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 first 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^th 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^th 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^th 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, Proficiency, experience and expertise

in the fields of legal, industry experience, strategy, finance 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 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. 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 Officer

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

The Company had appointed Ms. Deepa Kumari as Company Secretary & Compliance Officer of the Company with effect from 12^th 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.neeraipaper.com/files/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 company''s Code of Conduct or Ethics Policy.The policy is available on the website of the company under the link https://www.neeraipaper.com/files/vigil-mechanism/vg 0001.pdf.

COMMITEES OF THE BOARDa) AUDIT COMMITTEE

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

1. Mr. AmitAgarwal (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 arm''s 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.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website under the link at https://www.neeraipaper.com/files/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 today''s 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

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 Certificate 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, 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.

---

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting you their 20th Annual Report on the business and operations of the company together with the Audited Financial Statement of the Company for the year ended 31st March 2015.

FINANCIAL RESULTS (STANDALONE): (INR in Lacs)

CURRENT YEAR PREVIOUS YEAR 31.03.2015 31.03.2014

Net Sale/Income from 31003.09 38391.60 Operations

Other Income 21.83 20.66

Total Income 31024.91 38412.26

Profit before Finance Charges, 1129.77 1013.22 Depreciation & Tax

Finance Charges 1015.94 888.42

Depreciation & Amortization 26.09 17.65

Profit Before Tax 87.74 107.14

Provision for Tax 28.11 34.66

Profit After Tax 59.63 72.47

Balance of Profit Brought 396.21 323.73 Forward

Balance available for 455.84 396.21 appropriation

Proposed Dividend on equity - - shares

Tax on proposed Dividend - -

Transfer to General Reserve

Surplus carried to next year's 455.84 396.21 account

Earning Per Share(EPS) -

Basic 0.54 0.66

Diluted 0.54 0.66

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 31.03.2015 is Rs. 31003.09 Lacs as compared to 38391.60 Lacs last year. The Net Profit (Before Tax) of the Company is Rs 87.74 Lacs as compared to 107.14 Lacs last year. The company is engaged in marketing business of waste Paper, finished Paper, steel etc. Steel Industry scenario is under global recession since last year and paper Industry is also suffering in present scenario of paper industry. Due to this recession, the turnover of the company has fallen as compared to the last year and consequently the net profit of the company has also dipped.

FUTURE PROSPECTS

India's paper industry is worth Rs. 225 billion. It accounts for about 1.6 per cent of the world's production of paper and paperboard. In India, the demand for paper is set to far surpass supply and is expected to reach the level of 110 lakh tones by 2015. It is said that if the gross domestic product (GDP) grows at 10 per cent, paper demand will grow at 8 per cent. The per capita consumption is poised for a big leap forward in sync with the economic growth. A modest pick in the Economy will boost the business of the company. Further, the company is planning to explore new areas of expansion of its business.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this 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 COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's 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.

AUDITORS AND AUDITOR'S REPORT:

a) STATUTORY AUDITORS

M/s Goel Singhal & Associates, Chartered Accountants, Muzaffarnagar were appointed as Statutory Auditors for a period of three years in the Annual General Meeting held on 30/09/2014. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

b) SECRETARIAL AUDITORS

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. The Secretarial Audit Report is annexed herewith as 'Annexure 1'. The Board noted the Observation made in the Secretarial Audit Report and explained that there was 'search and seizure' operation by the Department of Income Tax on March 07, 2014 under section 132 of the Income Tax Act, 1961. During these operations, certain books of accounts and records were seized by the authorities. Due to this operation, company could not provide the Audited results to Stock Exchange as per listing Agreement. However, the approval of Accounts was in compliance with the Companies Act, 2013.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

No company has become or ceased to be the Subsidiary, Joint Venture And Associate Company of the company during the Financial Year.

As on 31/03/2015, there were two Associate companies:

1) Brinagopal Traders Pvt Ltd

2) Swabhiman Vyapaar Pvt Ltd.

The statement containing silent feature of the financial statement of associate company is annexed in financial statement.

SHARE CAPITAL

The paid up equity share capital as on 31/03/2015 was Rs. 11,00,00,000/- Crore. 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 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure II and is attached to this Report.

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. 12,65,481/- (USD 20677.80) during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

At the 19th Annual General Meeting of the company held on 30/09/2014, Mr. Shubhakar Pathak, Mr. Ankur Sangal and Ms. Sonal have been appointed as Non-Executive Independent directors of the company for the term of 5 years with effect from 30th September, 2014 upto 29th September, 2019. The members also approved the reappointment of Mr. Deepak Goel and Mr. Praveen Kumar Goel as Whole Time Directors of the company.

The company has received the declarations from all the Independent directors confirming that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

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

Mr. Biresh Kumar Dass was appointed as Company Secretary on 01/04/2014 and Mr. Vipin Kumar Goel was appointed as Chief Financial Officer of the company on 04/10/2014.

a) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance and the directors individually. 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 twenty 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 MECHANSIM

Pursuant to clause 49 of the Listing Agreement 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 behavior, actual or suspected fraud or violation of the company's Code of Conduct or Ethics Policy. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.neeraipaper,com/index.php?page=vigil mechanism.

COMMITEES OF THE BOARD

a) AUDIT COMMITTEE

During the year, the company reconstituted the Audit committee comprising 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

During the year, the company reconstituted the Nomination and Remuneration Committee comprising 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:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board has constituted Shareholder Grievance & Transfer Committee as Stakeholder Relationship Committee comprising of the following directors:

Mr. Amit Agarwal - Chairman

Mr. Deepak Goel - Member

The committee specifically looks into the redressing of the Shareholder/ Investor complaints like non-receipt of share certificate after transfer, non-receipt of Annual Report, and to approve the share transfer. The Board has designated the company secretary of the company as the compliance officer.

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 or investment which are outstanding as on 31/03/2015 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 arm's 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.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website under the link at http://www.neeraipaper.com/index,php?page=code conduct.

Particulars of contracts or arrangements or transactions in Form AOC-2 is 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 Clause 49 of the listing agreement 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 today's 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 is 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 thereunder .

Internal Complaint Committee

Your Directors further state that during the year under review, there were no cases filed 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 Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

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.

On behalf of the Board For NEERAJ PAPER MARKETING LIMITED

Sd/-

DATED: 14th August, 2015 DEEPAK GOEL PLACE: DELHI (CHAIRMAN)

---

Mar 31, 2014

Dear Members,

The directors have pleasure in presenting you their 19th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2014.

The working of the company during the year under review has been highlighted below:

1. FINANCIALRESULTS:

(INR in Lacs)

CURRENT YEAR PREVIOUS YEAR 31.032014 31.03.2013

Net Sale/Income from 38391.60 43665.00

Operations

Other Income 20.66 18.03

Total Expenditure 37399.04 42543.36

Profit before Finance Charges 1013.22 1139.67

& Depreciation

Finance Charges 888.42 994.90

Depreciation & Amortization 17.65 15.12

Profit Before Tax 107.14 129.65

Provision for Tax 34.66 43.01

Profit After Tax 72.47 86.64

Paid-Up Share Capital 1100.00 1100.00

Reserve & Surplus 1327.96 1255.49

Book Value per share 22.07 21.41

2. PROGRESS & PROSPECT:

The Turnover for the Financial Year ended on 31.03.2014 is Rs. 38391.60 Lacs as compared to 43665 Lacs last year. The Net Profit (Before Tax) of the Company is Rs 107.14 Lacs as compared to 129.65 Lacs last year.

3. DIVIDEND

As company required funds for business and growth, no Dividend is recommended for the year under review.

4. AUDITORS:

M/s Goel Singhal & Associates, Chartered Accountants, Muzaffarnagar retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

5. AUDITORS REPORT:

The notes to the accounts referred to in Auditors Report are self explanatory and, therefore, do not call for any further explanation Under Section 217(3) of the Companies Act, 1956.

6. DIRECTORS:

Pursuant to Section 149 of the Companies Act, 2013, the Board at its meeting held on 2nd September, 2014 recommended appointment of Mr. Shubhakar Pathak and Mr. Ankur Sangal as Independent Directors of the Company, not liable to retire by rotation for a period of five years from the date of its 19th Annual General Meeting subject to approval of the Members of the Company. These Directors have given the declarations to the Board that they meet the criteria of independence as provided under Section 149(6) of the said Act and also confirmed that they will abide by the provisions as mentioned in Schedule IV of the Companies Act, 2013.

In accordance with the provisions of Companies Act, 2013 and Articles of Association of the Company, Mr. Praveen Kumar Goel, Director of the Company retire by rotation at this meeting and being eligible offer himself for re-appointment.

As per the requirement of Companies Act, 2013, every listed company is required to appoint a woman Director on the Board of the company. The company is also required to appoint an independent director as per the provisions of Clause 49 of Listing Agreement. The Board of Directors of the Company at their meeting held on 2nd September, 2014 formed an opinion that Ms. Sonal is person of integrity and possesses relevant expertise and experience for being appointed as an Independent Director of the Company. The Company has received a notice in writing from a member proposing her candidature for the office of Director.

The Board recommends the resolutions for your approval for the above appointments.

7. DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of section 58-A of the Companies Act, 1956 and rules framed there under.

8. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

As required under clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report forms part of this report and is annexed herewith

9. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 3 Ist March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That 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) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a "going concern'basis.

10. PARTICULARS OF EMPLOYEES:

During the year, there has been no employee in receipt of remuneration in excess of the amount mentioned under section 217(2A) of the Companies Act, 1956.

11. AUDIT COMMITTEE:

The Board of the Company has constituted an Audit Committee consisting of three directors viz: Mr. ShubhakarPathak - Chairman Mr.AmitAgarwal - Member

Mr.AnkurSangal - Member

The terms of reference stipulated by the Board to the audit committee and includes

- review the Company's financial reporting process and its financial statements,

- review the accounting and financial policies,

-review the efficacy ofthe internal control mechanism and monitor risk management,

-review the reports furnished by internal and statutory auditors and ensure that suitable follow up & action is taken, - examine accountancy, taxation and disclosure aspects of all significant transaction.

12. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 ofthe Companies Act, 2013, the Board ofthe company has constituted a Nomination and Remuneration Committee consisting of three directors:

Mr. Shubhakar Pathak - Chairman Mr. Amit Agarwal - Member

Mr. Ankur Sangal - Member

Role ofNomination and Remuneration Committee:

(1) The Nomination and Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance.

(2) The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

13. STAKEHOLDER RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 ofthe Companies Act, 2013, the Board has reconstituted Shareholder Grievance & Transfer Committee as Stakeholder Relationship Committee comprising ofthe following directors:

Mr. Amit Agarwal - Chairman

Mr. Deepak Goel - Member

The committee specifically looks into the redressing ofthe Shareholder/ Investor complaints like non-receipt of share certificate after transfer, non-receipt of Annual Report, and to approve the share transfer. The Board has designated the company secretary ofthe company as the compliance officer.

14. CORPORATE GOVERNANCE

Particulars & Disclosers attached.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The Company being engaged in trading activities only, the requirements for disclosure of particulars with respect to Conservation of energy & Technology absorption are not applicable to the company.

16. FOREIGN EXCHANGE:

During the year under review, the company has not used or earned any foreign exchange.

17. 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 Company 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.

DATED: 2ndSEPTEMBER, 2014 On behalf of the Board

PLACE: DELHI For NEERAJ PAPER MARKETING LIMITED

Sd/-

DEEPAK GOEL

(CHAIRMAN)

---

Mar 31, 2013

Dear Members,

The directors have pleasure in presenting you their 18th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2013.

The working of the company during the year under review has been highlighted below:

1. FINANCIAL RESULTS: (INR in Lacs)

CURRENT YEAR PREVIOUS YEAR 31.03.2013 31.03.2012

Net Sale/Income from Operations 43665.00 25479.60

Other Income 18.03 5.65

Total Expenditure 42543.36 24820.31

Profit before Finance Charges & Depreciation 1139.67 664.94

Finance Charges 994.90 531.30

Depreciation & Amortization 15.12 13.73

Profit Before Tax 129.65 119.91

Provision for Tax 43.01 39.75

Profit After Tax 86.64 80.16

Reserve & Surplus

Book Value per share 21.41 1910

2. PROGRESS & PROSPECT:

This year is a great year for the Company the Company utilized total working capital and beats its estimates. The Turnover for the Financial Year ended on 31.03.2013 is Rs. 43665.00 Lacs, which is an increase of 71.37% compared to last year and 104% of projected turnover. The Net Profit (Before Tax) of the Company is Rs 129.64 Lacs, which is an increase of 8.16% compared to last year.

3. DIVIDEND

As Company required funds for business and growth, no Dividend is recommended for the year under review

4. AUDITORS :

M/s Goel Singhal & Associates, Chartered Accountants, Muzaffarnagar retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

5. AUDITORS REPORT :

The notes to the accounts referred to in Auditors Report are self explanatory and, therefore, do not call for any further explanation under Section 217(3) of the Companies Act, 1956.

6. DIRECTORS :

In accordance with the provisions of Companies Act, 1956 and Articles of Association of the Company, Mr. Amit Agarwal and Mr. Ankur Sangal, Directors of the Company retire by rotation at this meeting and being eligible offer himself for re-appointment.

7. DEPOSITS :

The Company has not accepted any deposits from the public within the meaning of section 58-A of the Companies Act, 1956 and rules framed there under.

8. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

As required under clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report forms part of this report and is annexed herewith

9. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2013; the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That 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) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a 'going concern' basis.

10. PARTICULARS OF EMPLOYEES:

During the year, there has been no employee in receipt of remuneration in excess of the amount mentioned under section 217(2A) of the Companies Act, 1956.

11. AUDIT COMMITTEE:

The Board of the Company has constituted an Audit Committee consisting of three directors viz:

Mr. Shubhakar Pathak, Chairman, and members are: Mr. Deepak Goel, Mr. Ankur Sangal

The terms of reference stipulated by the Board to the audit committee and includes

-review the Company's financial reporting process and its financial statements,

-review the accounting and financial policies,

-review the efficacy of the internal control mechanism and monitor risk management,

-review the reports furnished by internal and statutory auditors and ensure that suitable follow up & action

is taken,

-examine accountancy, taxation and disclosure aspects of all significant transaction.

12. CORPORATE GOVERNANCE - Particulars & Disclosers attached.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION :

The Company being engaged in trading activities only, the requirements for disclosure of particulars with respect to Conservation of Energy & Technology absorption are not applicable to the company.

14. FOREIGN EXCHANGE :

During the year under review, the Company has not used or earned any foreign exchange.

15. 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 Company 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.

On behalf of the Board

For NEERAJ PAPER MARKETING LIMITED

Sd/-

DEEPAK GOEL

DATED: 30th May, 2013 (CHAIRMAN)

PLACE: Delhi

---

Mar 31, 2012

Dear Members,

The directors have pleasure in presenting you their 17th Annual Report together with the Audited Statement of Accounts of

the Company for the year ended 31st March 2012.

The working of the company during the year under review has been highlighted below:

1. FINANCIAL RESULTS:

(INRinLacs)

CURRENT YEAR PREVIOUS YEAR 31.03.2012 31.03.2011

Net Sale/Income from 25479.60 8372.04

Operations

Other Income 5.65 0.33

Total Expenditure 24820.31 8088.81

Gross Profit before Finance 664.94 283.56

Charges & Depreciation

Finance Charges 531.30 191.34

Depreciation & Amortization 13.73 10.76

Profit Before Tax 119.91 81.46

Provision for Tax 39.75 25.48

Profit After Tax 80.16 55.98

Paid-Up Share Capital 814.29 314.29

Reserve & Surplus 740.28 160.12

Book Value per share 19.10 15.10

2. PROGRESS PROSPECT

The performance of the company is excellent; it has achieved its Projected Turnover with Net Sales/Income from Operations of Rs. 25479.60 Lacs during the current year, an increase of 304.34% compared to last year. The Net Profit (Before Tax) of the Company is Rs 119.86 Lacs, which is an increase of 147.13% compared to Last year. For Current Financial year (2012-13) the Company has set-out its target of sales Rs.417 Crores.

4. DIVIDEND

As company required funds for business and growth, no Dividend is recommended for the year under review.

5. AUDITORS:

M/s Goel Singhal & Associates, Chartered Accountants, Muzaffarnagar retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

6. AUDITORS REPORT:

The notes to the accounts referred to in Auditors Report are self explanatory and, therefore, do not call for any further explanation Under Section 217(3) of the Companies Act, 1956.

7. DEFECTORS:

In accordance with the provisions of Companies Act, 1956 and Articles of Association of the Company, Mr. Parveen Kumar Goel, Director of the Company retire by rotation at this meeting and being eligible offer himself for re- appointment.

8. DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of section 58-A of the Companies Act, 1956 and rules framed there under.

9. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

As required under clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report forms part of this report and is annexed herewith

10. DIRECTORS'RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2012; the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) That 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) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a' going concern 'basis.

11. PARTICULARS OF EMPLOYEES:

During the year, there has been no employee in receipt of remuneration in excess of the amount mentioned under section 217(2A) of the Companies Act, 1956.

12. AUDIT COMMITTEE:

The Board of the Company has constituted an Audit Committee consisting of three directors viz:

Mr. Shubhakar Pathak, Chairman,

and members are:

Mr. Deepak Goel, ,

Mr. Ankur Sangal

The terms of reference stipulated by the Board to the audit committee and includes-review the Company's financial reporting process and its financial statements'-review the accounting and financial policies,-review the efficacy of the internal control mechanism and monitor risk management, -review the reports furnished by internal and statutory auditors and ensure that suitable follow up & action is taken, -examine accountancy, taxation and disclosure aspects of all significant transaction.

13. CORPORATE GOVERNANCE-Particulars & Disclosers attached.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The Company being engaged in trading activities only, the requirements for disclosure of particulars with respect to Conservation of energy & Technology absorption are not applicable to the company.

15. FOREIGN EXCHANGE:

During the year under review, the company has not used or earned any foreign exchange.

16. ACKNOWLEDGMENT:

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 Company 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.

On behalf of the Board

DATED: 28th May, 2012 For NEERAJ PAPER MARKETING LIMITED

PLACE: DELHI

Sd/-

DEEPAKGOEL

(CHAIRMAN)

---

Mar 31, 2011

Dear Members,

The directors have pleasure in presenting you their 16th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2011.

The working of the company during the year under review has been highlighted below:

1. FINANCIAL RESULTS:

(Rs. in Lacs)

CURRENT YEAR PREVIOUS YEAR 31.03.2011 31.03.2010

Net Sale/Income from Operations 8372.04 3580.25

Other Income 0.33 5.23

Total Expenditure 8089.58 3474.59

Gross Profit Before

Finance Charges & Depreciation 282.79 110.89

Finance Charges 191.34 65.57

Depreciation 9.99 9.35

Profit Before Tax 81.46 35.97

Income tax Refund - -

Provision for Taxation

-Current Tax 25.73 11.62

-Provision for taxation written back - -

-Fringe Benefit Tax - -

-Deferred Tax (0.25) (0.04)

Profit After Tax 55.98 24.39

Paid-Up Share Capital 314.29 314.29

Reserve & Surplus 160.12 104.14

Book Value per share 15.10 13.31

2. PROGRESS & PROSPECT:

The performance of the company is excellent; it has achieved its Projected Turnover with Net Sales/Income from Operations of Rs. 8372.04 Lacs during the current year, an increase of 133.84% compared to last year. The Net Profit (Before Tax) of the Company is Rs 81.46 Lacs, which is an increase of 126.47% compared to Last year.

The company is working on expansion of its trading business and opened branches in different places and projected turnover for the next financial is Rs. 600 Crores and above. Keeping view of the expansion plan the company arranged working capital facilities from public sector banks and issued further Equity Shares on preferential basis subject to the approval of the Stock Exchanges and concerned authorities.

The expansion of business includes marketing of Kraft Paper, Duplex Board, and Poster Paper, Writing Paper etc of some other well established and reputed Paper Manufacturing Companies along with the existing companies and by opening marketing offices throughout the country. The Branches opened at Faridabad, Baddi (HP), Kashipur, Jamshedpur and Patna and to be opened at such other places to achieve the projected target of next 3years.

4. DIVIDEND

As company required funds for business and growth, no Dividend is recommended for the year under review.

5. AUDITORS:

M/s Goel Singhal & Associates, Chartered Accountants, Muzaffarnagar retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

6. AUDITORS REPORT:

The notes to the accounts referred to in Auditors Report are self explanatory and, therefore, do not call for any further explanation Under Section 217(3) of the Companies Act, 1956.

7. DIRECTORS:

In accordance with the provisions of Companies Act, 1956 and Articles of Association of the Company, Mr. Amit Aggarwal, Director of the Company retire by rotation at this meeting and being eligible offer himself for re- appointment. Mr. Ankur Sangal has been appointed as Director w.e.f from 09.04.2011.

8. DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of section 58-A of the Companies Act, 1956 and rules framed there under.

9. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

As required under clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report forms part of this report and is annexed herewith

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That 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) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a Rs,going concern' basis.

11. PARTICULARS OF EMPLOYEES:

During the year, there has been no employee in receipt of remuneration in excess of the amount mentioned under section 217(2A) of the Companies Act, 1956.

12. AUDIT COMMITTEE:

The Board of the Company has constituted an Audit Committee consisting of three directors viz:

Mr. Shubhakar Pathak, Chairman, and members are:

Mr. Deepak Goel, Mr. Amit Agarwal

The terms of reference stipulated by the Board to the audit committee and includes -review the Company's financial reporting process and its financial statements, -review the accounting and financial policies,

-review the efficacy of the internal control mechanism and monitor risk management,

-review the reports furnished by internal and statutory auditors and ensure that suitable follow up & action is taken,

-examine accountancy, taxation and disclosure aspects of all significant transaction.

13. CORPORATE GOVERNANCE - Particulars & Disclosers attached.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The Company being engaged in trading activities only, the requirements for disclosure of particulars with respect to Conservation of energy & Technology absorption are not applicable to the company.

15. FOREIGN EXCHANGE:

During the year under review, the company has not used or earned any foreign exchange.

16. 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 Company 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.

On behalf of the Board

For NEERAJ PAPER MARKETING LIMITED

Sd/-

DEEPAK GOEL

DATED: 8th July, 2011 (CHAIRMAN)

PLACE: DELHI