ARMS PAPER LIMITED
Your Directors take pleasure in presenting the 32nd Annual Report of yourCompany together with Audited Accounts for the year ended 31st March 2015.
1. FINANCIAL HIGHLIGHTS:
Your companys performance for the financial year 2014-15 is summarized below:-
| ||2014-15 ||2013-14 |
| ||(' in lacs) ||(' in lacs) |
|Total Revenue ||9640.40 ||6093.76 |
|Total Expenses ||9604.95 ||6057.97 |
|Profit Before Taxes ||35.45 ||35.79 |
|Net Tax Expense ||(11.77) ||(10.30) |
|Profit/ (Loss) for the period(After Tax) ||23.68 ||25.50 |
Your Company has earned total revenue of Rs. 9640.40 Lacs as compared to Rs. 6093.76Lacs in the previous year. The total expenditure incurred during the year was Rs. 9604.95Lacs as compared to Rs. 6057.97 Lacs in the previous year. The Net Profit after taxationduring the year under review is Rs. 23.68 Lacs as compared to Rs. 25.50 Lacs in theprevious year. Your Directors are exploring various new business opportunities that willenable the Company to improve its financial position.
With a view to conserve the resources your Directors do not recommend any dividend onthe equity share capital of the Company for the year ended 31st March 2015.
4. PUBLIC DEPOSITS:
Your Company has not accepted any deposits from public during the year under review.
Smt. Rima Mehta has been appointed as an additional director and holds office upto theensuing Annual General Meeting of the Company as required pursuant to the provisions ofsection 149 of the Companies Act 2013.
Shri Dharmesh Agrawal was appointed as Chief Financial Officer of the company w.e.f. 22ndApril 2014. He has resigned as CFO of the Company w.e.f. 30th June 2015
Shri Nikhil Rajpuria Director retires at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment.
6. COMPOSITION AND NUMBER OF MEETINGS OF THE BOARD:
The Board of Directors of the Company consists of well qualified and experinced personshaving expertise in their respective areas.
The Board meets at regular interval with gap between two meetings not exceeding 120days. During the year underthereviewtheBoardmet7timesonthefollowing dates: 10thApril 2014 30th May 2014 5th July 2014 14th August2014 15th September 2014 13th November 2014 and 13thFebruary 2015.
7. COMPOSITION OF AUDIT AND RISK MANAGEMENT COMMITTEE:
In compliance with the requirement of Section 177 of the Companies Act 2013 the Boardof Directors has constituted the Audit Committee. The members of the Audit Committeepossess financial/accounting expertise and exposure.
The Audit Committee of the Company also carries out the role of Risk ManagementCommittee and hence it has been renamed as Audit and Risk Management Committee in theBoard Meeting held on 14th August 2014.
The Audit & Risk Management Committee comprises of the Independent Directors of theCompany under the Chairmanship of Mr. Pawanjit Singh Negi. The other independent directorsoft he Committee are Mr. Nishant Kumar and Mr. Nikhil Rajpuria.
For the Finanacial year 2014-15 the Audit Committee met 5 times on the followingdates: 22nd May 2014 30th May 2014 12th August 201414th November2014 and 14th February 2015.
The recommendations given by the Audit Committee are considered and reviewed by themembers of the BoardoftheCompany.Howeverthereisnosuchcase where the Board dissented ordid not accept the recommendation of the Audit Committee.
8. DIRECTORS' RESPONSIBILITY
In terms of Section 134 (3) of the Companies Act 2013 in relation to the financialstatements for FY 2014-15 the Board of Directors states that:
a) In preparation of the annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures if any;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on 31st March 2015 and ofthe profits for the year ended 31st March 2015;
c) the Directors have taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and
d) the financial statements have been prepared on a going concern basis.
e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
9. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS POSITIVE
ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3)OF SECTION 178:
Pursuant to the provisions of Section 178 of the Companies Act 2013 as applicable tothe Company the Company has renamed its Nomination Committee as "Nomination &Remuneration Committee" in the Board meeting held on 14th August 2014.The Composition of the Nomination & Remuneration Committee is as under:
1. Shri Pawanjit Singh Negi - Independent Director
2. Shri Nishant Kumar - Independent Director
3. Shri Nikhil Rajpuria - Independent Director
4. Shri Rushal Patel - Director
The Committee met once on 14th August 2014.
The Nomination & Remuneration Committee considerstherequirementoftheskillontheBoardintegrityof the persons having standing in theirrespective field/ profession and who can effectively contribute to the Companysbusiness and policy decisions recommend the appointment to the Board for approval.
The Committee has approved a policy with respect to the appointment and remuneration ofthe Directors and Senior Management personnel.
10. STATUTORY AUDITORS AND THEIR REPORT:
M/s. J. R. Purohit & Co. Chartered Accountants the Statutory Auditors of theCompany who were appointed at the 31st Annual General Meeting of the Company tohold office till 36th Annual General Meeting are subject to ratification. Theyhave confirmed their eligibility under Section 141 of the Companies Act 2013 and therules framed there under for ratification as Statutory Auditors of the Company.
The Auditors Report does not contain any qualification reservation or anyadverse remark.
11. CORPORATE GOVERNANCE REPORT:
Pursuant to revised clause 49 of the Listing AgreementnotifiedbySEBIvideitsCircularNo.CIR/CFD/POLICY CELL/7/2014 dated 15thSeptember 2014 the Report on Corporate Governance and Management Discussion &Analysis Report are not applicable to the Company as the paid up equity share capital ofthe Company is less than ' 10 Crore.
12. INTERNAL AUDITORS:
Pursuant to the provisions of Section 138 read with Rule 13 of the Companies (Accounts)Rules 2014 your Company has appointed M/s S. Khemka & Co. Chartered Accountants asthe Internal Auditors of the Company for conducting internal audit for the financial year2015-16.
13. SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 read with Section 134(3) of the Companies Act 2013 the Boardof Directors has appointed M/s. Yogesh Chhunchha & Co. Company Secretaries Ahmedabadas Secretarial Auditor of the Company for FY 2014-15. The Secretarial Audit Reportprovided by M/s Yogesh Chhunchha & Co. is annexed with the Boards report asAnnexure A.
14. CODE OF CONDUCT:
TheCompanyhasadoptedaCodeofBusinessConduct based on the business principles of theCompany. The Board has laid down the code of conduct for all Board members and Seniormanagement of the Company. The code of conduct has been posted on the website of thecompany. All Board members and Senior management personnel affirms the compliance with thecode on an annual basis in the prescribed format.
15. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OFSECTION 149:
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of Independence as prescribed under the applicable provisionsof the Companies Act 2013 read with the Schedules and Rules issued thereunder as well asClause 49 of the Listing Agreement.
The Equity shares of the Company are in compulsory demat segment and are available fortrading in the depository system of both National Securities Depository Ltd (NSDL) and theCentral Depository Services (India) Ltd. (CDsL). 5215221 nos. of equity shares forming94.51% of the equity share capital of the Company stands dematerialized on 31stMarch 2015.
17. LISTING OF SHARES:
The Equity Shares of the Company are listed on the BSE Limited the nation-wide StockExchange.
Your Company has paid annual listing fees for financialyear2015-16toBSELimitedandannualcustodialfees to National Securities Depository Limitedand Central Depository Services (India) Limited.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year no transactions fall under the purview of Section 188 of theCompanies Act 2013 hence it is not applicable.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Provisions of Corporate Social Responsibility (CSR) are currently not applicable to theCompany.
20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details relating to conservation of energy technology absorption foreign exchangeearnings and outgo prescribed under Section 134 ?(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Account) Rules 2014 are not applicable to the Company.
21. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are not applicable to the Company.
22. THE EXTRACT OF THE ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT 9 as requiredunder Section 134
(a) of the Companies Act 2013 is attached as Annexure B to this Report.
23. APPRECIATION AND
The Board of Directors places on record their appreciation for the continued supportand confidence received from its Bankers and employees of the Company.
|For and on behalf of the Board of Directors |
|Place : Ahmedabad ||Rushal Patel |
|Date : 13th August 2015 ||Chairman |
| ||(DIN-06575447) |