To The Members
ARMS PAPER LIMITED
Your Directors take pleasure in presenting the 35th Annual Report of yourCompany together with Audited Accounts for the year ended 31st March 2018.
1. FIRST YEAR OF IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS (Ind AS)
This is the first year of implementation of Indian Accounting Standards (Ind AS). Thestandalone financial statements for the year ended 31st March 2018 have beenprepared in accordance with the Accounting Standards (Ind AS) notified under Section 133of the Companies Act 2013 read with Companies (Accounts) Rules 2014. The financialstatements for the year ended on 31st March 2017 have been restated inaccordance with Ind AS for comparative information.
2. FINANCIAL HIGHLIGHTS:
Your companys performance for the financial year 2017-18 is summarized below:-
| ||2017-18 ||2016-17 |
| ||(Rs. in lacs) ||(Rs. in lacs) |
|Total Revenue ||5861.82 ||1549.03 |
|Total Expenses ||5852.51 ||1553.56 |
|Profit (Loss) Before Taxes ||9.31 ||(4.04) |
|Net Tax Expense ||13.34 ||(0.22) |
|Profit/ (Loss) for the period ||(4.03) ||(3.82) |
|(After Tax) || || |
Your Company has earned total revenue of Rs. 5861.82 Lacs as compared to Rs. 1549.03Lacs in the previous year. The total expenditure incurred during the year was Rs. 5852.51Lacs as compared to Rs. 1553.56 Lacs in the previous year. The Net Loss after taxationduring the year under review is Rs. 4.03 Lacs as compared to previous years Loss ofRs. 3.82 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 2018.
5. PUBLIC DEPOSITS:
Your Company has not accepted any deposits from public during the year under review.
27th Annual Report 2009-10
Shri Rushal Patel Director retires at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment.
7. 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 requiredpursuant to 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 5 times on the following dates: 29th May 2017 11thAugust 2017 30th August 2017 28th November 2017 and 8thFebruary 2018.
8. 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 2017-18 the Audit Committee met 4 times on the followingdates: 29th May 2017 11th August 2017 28th November2017 and 8th February 2018.
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.
9. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134 (3) of the Companies Act 2013 in relation to the financialstatements for FY 2017-18 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 2018 and ofthe profits for the year ended 31st March 2018; c) the Directors have takenproper and sufficient care for maintenance of adequate accounting records in accordancewith the provisions of the Companies Act 2013 for safeguarding the assets of the Companyand 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
10.POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING 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.
11. 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 PeerReview Board of the Institute of Chartered Accountants of India. furnished a certificateregarding their eligibility for re-appointment as Statutory Auditors of the Companypursuant to Section 139 (1) of the Companies Act 2013 read with rules. The Board ofDirectors recommends their re-appointment.
The Auditors Report does not contain any qualification reservation or anyadverse remark.
12.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 2017-18.
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.
14.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 2017-18. The Secretarial Audit Report provided by Ms. ViralGarachh. is annexed with the Boards report as Annexure A.
15.SECRETARIAL AUDITORS REMARKS
Ms. Viral Garachh Company Secretary who was appointed as Secretarial Auditor for theCompany for conducting audit for the year 2017-18 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%."
16.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.
17.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.
18.STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUBSECTION (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). 5215.172 nos. of equity shares forming94.61% of the equity share capital of the Company stands dematerialized on 31stMarch 2017.
20. LISTING OF SHARES:
The Equity Shares of the Company are listed on the BSE Limited the nation-wide StockExchange.
21.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.
22.CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions of Corporate Social Responsibility (CSR) are currently not applicable to theCompany.
23.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.
24.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.
27th Annual Report 2009-10
25.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.
26.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: 13/08/2018 ||Chairman |
| ||DIN: 06575447 |