DIRECTORS' REPORT To, The Members, ARMS PAPER LIMITED, AHMEDABAD 1. Your Directors take pleasure in presenting the 32nd Annual Report of your Company together with Audited Accounts for the year ended 31st March, 2015. 2. OPERATIONS: Your Company has earned total revenue of Rs. 9640.40 Lacs as compared to Rs. 6093.76 Lacs in the previous year. The total expenditure incurred during the year was Rs. 9604.95 Lacs as compared to Rs. 6057.97 Lacs in the previous year. The Net Profit after taxation during the year under review is Rs. 23.68 Lacs as compared to Rs. 25.50 Lacs in the previous year. Your Directors are exploring various new business opportunities that will enable the Company to improve its financial position. 3. DIVIDEND: With a view to conserve the resources, your Directors do not recommend any dividend on the 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. 5. DIRECTORS: Smt. Rima Mehta has been appointed as an additional director and holds office upto the ensuing Annual General Meeting of the Company as required pursuant to the provisions of section 149 of the Companies Act, 2013. Shri Dharmesh Agrawal was appointed as Chief Financial Officer of the company w.e.f. 22nd April, 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 being 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. The Board meets at regular interval with gap between two meetings not exceeding 120 days. During the year under the review, the Board met 7 times on the following dates: 10th April, 2014, 30th May, 2014, 5th July, 2014, 14th August, 2014,15th September, 2014,13th November, 2014 and 13th February, 2015. 7. COMPOSITION OF AUDIT AND RISK MANAGEMENT COMMITTEE: In compliance with the requirement of Section 177 of the Companies Act, 2013, the Board of Directors has constituted the Audit Committee. The members of the Audit Committee possess financial/accounting expertise and exposure. The Audit Committee of the Company also carries out the role of Risk Management Committee and hence, it has been renamed as Audit and Risk Management Committee in the Board Meeting held on 14th August, 2014. The Audit & Risk Management Committee comprises of the Independent Directors of the Company under the Chairmanship of Mr. Pawanjit Singh Negi. The other independent directors of the Committee are Mr. Nishant Kumar and Mr. Nikhil Rajpuria. For the Finanacial year 2014-15, the Audit Committee met 5 times on the following dates: 22nd May, 2014, 30th May, 2014, 12th August, 2014, 14th November,2014 and 14th February, 2015. The recommendations given by the Audit Committee are considered and reviewed by the members of the Board of the Company. However, there is no such case, where the Board dissented 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 financial statements for FY 2014-15, the Board of Directors states that: a) In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 st March, 2015 and of the profits for the year ended 31st March, 2015; c) the Directors have taken proper and sufficientcare for maintenance of adequate accounting records i n a c c o rd a n c e w it h t h e p r o v i s i o ns of th e Companies Act, 2013 for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively. f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 9. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING 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 to the 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 considers the requirement of the skill on the Board, integrity of the persons having standing in their respective field/ profession and who can effectively contribute to the Company's business and policy decisions, recommend the appointment to the Board for approval. The Committee has approved a policy with respect to the appointment and remuneration of the Directors and Senior Management personnel. 10. STATUTORY AUDITORS AND THEIR REPORT: M/s. J. R. Purohit & Co., Chartered Accountants, the Statutory Auditors of the Company 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 the rules framed there under for ratification as Statutory Auditors of the Company. The Auditors' Report does not contain any qualification, reservation or any adverse remark. 11. CORPORATE GOVERNANCE REPORT: Pursuant to revised clause 49 of the Listing Agreement notified by SEBI vide its Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014, the Report on Corporate Governance and Management Discussion & Analysis Report are not applicable to the Company, as the paid up equity share capital of the Company is less than Rs. 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, as the Internal Auditors of the Company for conducting internal audit for the financial year 2015-16. 13. SECRETARIAL AUDIT REPORT: Pursuant to Section 204 read with Section 134(3) of the Companies Act, 2013, the Board of Directors has appointed M/s. Yogesh Chhunchha & Co., Company Secretaries, Ahmedabad as Secretarial Auditor of the Company for FY 2014-15. The Secretarial Audit Report provided by M/s Yogesh Chhunchha & Co. is annexed with the Board's report as Annexure A. 14. CODE OF CONDUCT: The Company has adopted a Code of Business Conduct based on the business principles of the Company. The Board has laid down the code of conduct for all Board members and Senior management of the Company. The code of conduct has been posted on the website of the company. All Board members and Senior management personnel affirms the compliance with the code on an annual basis in the prescribed format. 15. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149: The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the applicable provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement. 16. DEMATERIALIZATION: The Equity shares of the Company are in compulsory demat segment and are available for trading in the depositorysystem ofboth National SecuritiesDepository Ltd (NSDL) and the Central DepositoryServices(India) Ltd. (CDSL). 52,15,221 nos. of equity shares forming 94.51% of the equity share capital of the Company stands dematerialized on 31st March, 2015. 17. LISTING OF SHARES: The Equity Shares of the Company are listed on the BSE Limited, the nation-wide Stock Exchange. Your Company has paid annual listing fees for financial year 2015-16 to BSE Limited and annual custodial fees to National Securities Depository Limited and 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 the Companies Act, 2013, hence it is not applicable. 19. CORPORATE SOCIAL RESPONSIBILITY (CSR): Provisions of Corporate Social Responsibility (CSR) are currently not applicable to the Company 20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The details relating to conservation of energy, technology absorption, foreign exchange earnings and outgo prescribed under Section 134 (3)(m) of the Companies Act, 2013 read with 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 (Appointment and 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 required under 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 support and confidence received from its Bankers and employees of the Company. For and on behalf of the Board of Directors Rushal Patel Chairman (DIN-06575447) Place : Ahmedabad Date : 13th August, 2015 |