ARMS PAPER LIMITED
Your Directors take pleasure in presenting the 33rd Annual Report of yourCompany together with Audited Accounts for the year ended 31st March 2016.
1. FINANCIAL HIGHLIGHTS:
Your companys performance for the financial year 2015-16 is summarized below:-
| ||2015-16 ||2014-15 |
| ||(Rs in lacs) ||(Rs in lacs) |
|Total Revenue ||5348.10 ||9640.40 |
|Total Expenses ||5350.39 ||9604.95 |
|Profit (Loss) Before Taxes ||(2.29) ||35.45 |
|Net Tax Expense ||0.05 ||(1177) |
|Profit/ (Loss) for the period(After ||Tax) (1.69) ||23.68 |
Your Company has earned total revenue of Rs. 5348.10 Lacs as compared to Rs. 9640.40Lacs in the previous year. The total expenditure incurred during the year was Rs. 5350.39Lacs as compared to Rs. 9604.95 Lacs in the previous year. The Net Loss aftertaxationduring the year under review is Rs. 1.69 Lacs as compared to previous years profitof Rs. 23.68 Lacs in the previous year. Your Directors are exploring various new businessopportunities that will enable 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 2016.
4. PUBLIC DEPOSITS:
Your Company has not accepted any deposits from public during the year under review.
5. DIRECTORS & KEY MANAGERIAL PERSONNEL :
Shri Nishant Kumar Director retires at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment.
Shri Udit Vora was appointed as Company Secretary and Compliance Officer of the companyw.e.f. 28th September 2015.
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. It has appropriate combination of 1Non-Executive Chairman 3 Independent Directors and 1 Woman Director as required pursuantto the provisions of Section 149 of the Companies Act 2013.
The Board meets at regular interval with gap between two meetings not exceeding 120days. Additional meetings are held as and when necessary. During the year under thereview the Board met 9 times on the following dates: 22nd April 2015 30thMay 2015 3rd July 2015 14th August 2015 14thSeptember 2015 28th September 2015 7th November 2015 12thFebruary 2016 and 2nd March 2016.
7. COMPOSITION OF AUDIT AND RISK MANAGEMENT COMMITTEE:
In compliance with the requirement of Section 177 of the Companies Act 201 3 theBoard of Directors has constituted the Audit & Risk Management Committee. The membersof the Audit & Risk Management Committee possess financial/accounting expertise andexposure.
The Audit & Risk Management Committee comprises of the Independent Directors of theCompany under the Chairmanship of Mr. Pawanjit Singh Negi. The other independent directorsin the Committee are Mr. Nishant Kumar and Mr. Nikhil Rajpuria.
For the Finanacial year 2015-16 the Audit Committee met 4 times on the followingdates: 30th May 201514th August 201507th November2015 and 12th February 2016.
The recommendations given by the Audit Committee are considered and reviewed by themembers of the Board of the Company. However there is no such case where the Boarddissented or did not accept the recommendation of the Audit Committee.
8. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134 (3) of the Companies Act 2013 in relation to the financialstatements for FY 2015-16 the Board of Directors state 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 judgments 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 2016 and of the profitsfor the year ended 31st March 2016;
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 OTHERMATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:
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 28th September 2015.
The Nomination & Remuneration Committee considers the requirement of the skill onthe Board integrity of the persons having standing in their respective field/ professionand who can effectively contribute to the Companys business and policy decisionsrecommend 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 to
hold office till 36th Annual General Meeting are subject to ratification.They have confirmed their eligibility under Section 141 of the Companies Act 2013 and therules framed there under for ratification as Statutory Auditors of the Company. Asrequired under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the auditors have also confirmed that they hold a valid certificate issued by the PeerReview Board of the Institute of Chartered Accountants of India. They have furnished acertificate regarding their eligibility for reappointment as Statutory Auditors of theCompany pursuant to Section 139 (1) of the Companies Act 2013 read with rules. The Boardof Directors recommends their re-appointment.
The Auditors Report does not contain any qualification reservation or anyadverse remark.
11. CORPORATE GOVERNANCE REPORT:
Pursuant to Regulation 1 5 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Report on Corporate Governance and ManagementDiscussion & Analysis Report are not applicable to the Company as the paid up equityshare capital of the Company is less than Rs. 10 Crore and net worth of the Company isless than Rs. 25 Crores as on the last date of Financial year 2015-16.
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 year2016-17.
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 2015-16. The Secretarial Audit Reportprovided by M/s Yogesh Chhunchha & Co. is annexed with the Boards report as AnnexureA.
14. CODE OF CONDUCT:
The Company has adopted a Code of Business Conduct based on the business principles ofthe Company. 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 asapplicable regulations of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
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). 5216321 nos. of equity shares forming94.53% of the equity share capital of the Company stands dematerialized on 31stMarch 2016.
17. LISTING OF SHARES:
The Equity Shares of the Company are listed on the BSE Limited the nation-wide StockExchange.
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 (3)(m) of the Companies Act 2013 readwith Rule 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 ACKNOWLEDGEMENTS:
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 : 12th August 2016 ||Chairman |
| ||(DIN-06575447) |