ARMS PAPER LIMITED
Your Directors take pleasure in presenting the 34th Annual Report of yourCompany together with Audited Accounts for the year ended 31st March 2017.
1. FINANCIAL HIGHLIGHTS:
Your company's performance for the financial year 2016-17 is summarized below:-
| ||2016-17 ||2015-16 |
| ||(' in lacs) ||(' in lacs) |
|Total Revenue ||1549.03 ||5348.10 |
|Total Expenses ||1553.56 ||5350.39 |
|Profit (Loss) Before Taxes ||(4.04) ||(2.29) |
|Net Tax Expense ||(0.22) ||0.05 |
|Profit/ (Loss) for the period(After Tax) (3.82) ||(1.69) |
Your Company has earned total revenue of Rs. 1549.03 Lacs as compared to Rs. 5348.10Lacs in the previous year. The total expenditure incurred during the year was Rs. 1553.56Lacs as compared to Rs. 5350.39 Lacs in the previous year. The Net Loss after taxationduring the year under review is Rs. 3.82 Lacs as compared to previous year's Loss of Rs.1.69 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 2017.
4. PUBLIC DEPOSITS:
Your Company has not accepted any deposits from public during the year under review.
5. DIRECTORS :
Shri Pawanjitsingh Negi Director retires at the ensuing Annual General Meeting andbeing eligible 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 persons having expertise in their respective areas. It hasappropriate combination of 1 Non-Executive Chairman 3 Independent Directors and 1Woman Director as required pursuant to the provisions of Section 149 of the CompaniesAct 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 6 times on the following dates: 28th May 2016 16thJuly 2016 12th August 2016 12th November 2016 13thFebruary 2017 and 31st March 2017.
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 & Risk Management Committee. The members of theAudit & Committee possess financial/accounting expertise and exposure.
The Audit Committee comprises of the Independent Directors of the Company under theChairmanship of Mr. Pawanjit Singh Negi. The other independent directors of the Committeeare Mr. Nishant Kumar and Mr. Nikhil Rajpuria.
For the Finanacial year 2016-17 the Audit Committee met 4 times on the followingdates: 28th May 2016 12th August 2016 12th November2016 and 13th February 2017.
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 2016-17 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 2017 and ofthe profits for the year ended 31st March 2017;
c) the Directors have taken proper and sufficient care for maintenance of adequateaccounting records
in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; 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 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 Company's 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 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. Asrequired under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the auditors have also confirmed that they hold a
valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India. furnished a certificate regarding their eligibility forre-appointment as Statutory Auditors of the Company pursuant to Section 139 (1) of theCompanies Act 2013 read with rules. The Board of Directors recommends theirreappointment.
The Auditors' Report does not contain any qualification reservation or any adverseremark.
11. CORPORATE GOVERNANCE REPORT:
Pursuant to Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 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 Rs. 10 Crore and net worth of the Company is less than Rs. 25Crores as on the last date of Financial year 2016-17.
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 Ms. Viral Garachh. Company Secretary Ahmedabad as SecretarialAuditor of the Company for FY 2016-17. The Secretarial Audit Report provided by Ms. ViralGarachh. is annexed with the Board's report as Annexure A.
14. SECRETARIAL AUDITORS REMARKS
Ms. Viral Garachh Company Secretary who was appointed as Secretarial Auditor for theCompany for conducting audit for the year 2016-17 has given following qualifications inher report
"The Company has not complied with the provisions of section 203 of the CompaniesAct 2013 with regards to appointment of the key managerial personnel.
The Company has not complied with section 93 of the Companies Act 2013 with regardsto filing of form MGT- 10 which is required to be filed for change in the position of theholding of the promoter and promoter group for more than 2%."
15. MANAGEMENTS VIEW ON REMARKS
With reference to the remarks provided in the Secretarial Audit Report Board ofDirectors of the Company has considered the remarks and has decided to comply with theremarks mentioned in the report in the due course. With respects to non appointment of KeyManagerial Personnel your Directors were not able to find any suitable candidate for thepost and thus the position of KMP remains vacant. Your Directors will strive harder tofind a suitable candidate and will comply with the law.
16. 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.
17. 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). 5214.972 nos. of equity shares forming94.61% of the equity share capital of the Company stands dematerialized on 31stMarch 2017.
19. LISTING OF SHARES:
The Equity Shares of the Company are listed on the BSE Limited the nation-wide StockExchange.
20. 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.
21. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Provisions of Corporate Social Responsibility (CSR) are currently not applicable to theCompany.
22. 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.
23. 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.
24. 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 thisReport.
25. 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 ||: 11th August 2017 ||Chairman |
| || ||(DIN-06575447) |