Konndor Industries Ltd Directors Report.

To, The Members,

ARMS PAPER LIMITED

AHMEDABAD

Your Directors take pleasure in presenting the 35th Annual Report of your Company 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). The standalone financial statements for the year ended 31st March, 2018 have been prepared in accordance with the Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The financial statements for the year ended on 31st March, 2017 have been restated in accordance with Ind AS for comparative information.

2. FINANCIAL HIGHLIGHTS:

Your company’s 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)

3. OPERATIONS:

Your Company has earned total revenue of Rs. 5861.82 Lacs as compared to Rs. 1549.03 Lacs in the previous year. The total expenditure incurred during the year was Rs. 5852.51 Lacs as compared to Rs. 1553.56 Lacs in the previous year. The Net Loss after taxation during the year under review is Rs. 4.03 Lacs as compared to previous year’s Loss of Rs. 3.82 Lacs in the previous year. Your Directors are exploring various new business opportunities that will enable the Company to improve its financial position.

4. 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, 2018.

5. PUBLIC DEPOSITS:

Your Company has not accepted any deposits from public during the year under review.

27th Annual Report 2009-10

6. DIRECTORS:

Shri Rushal Patel, Director retires at the ensuing Annual General Meeting and being eligible, 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 persons having expertise in their respective areas. It has appropriate combination of 1 Non-Executive Chairman, 3 Independent Directors and 1 Woman Director as required pursuant to the provisions of Section 149 of the Companies Act, 2013.

The Board meets at regular interval with gap between two meetings not exceeding 120 days. Additional meetings are held as and when necessary. During the year under the review, the Board met 5 times on the following dates: 29th May, 2017, 11th August, 2017, 30th August, 2017 28th November, 2017, and 8th February, 2018.

8. 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 & Risk Management Committee. The members of the Audit & Committee possess financial/accounting expertise and exposure.

The Audit 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 2017-18, the Audit Committee met 4 times on the following dates: 29th May, 2017, 11th August, 2017, 28th November, 2017 and 8th February, 2018.

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.

9. DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134 (3) of the Companies Act, 2013, in relation to the financial statements for FY 2017-18 the Board of Directors state 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 judgments 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 31st March, 2018 and of the profits for the year ended 31st March, 2018; c) the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the 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

10.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

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 on the Board, integrity of the persons having standing in their respective field/profession and who can effectively contribute to the Companys 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.

11. 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. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. furnished a certificate regarding their eligibility for re-appointment as Statutory Auditors of the Company, pursuant to Section 139 (1) of the Companies Act, 2013 read with rules. The Board of Directors recommends their re-appointment.

The Auditors’ Report does not contain any qualification, reservation or any adverse 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 of the Company is less than Rs. 10 Crore and net worth of the Company is less than Rs. 25 Crores as on the last date of Financial year 2017-18.

13.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 2016-17.

14.SECRETARIAL AUDIT REPORT

Pursuant to Section 204 read with Section 134(3) of the Companies Act, 2013, the Board of Directors has appointed Ms. Viral Garachh., Company Secretary, Ahmedabad as Secretarial Auditor of the Company for FY 2017-18. The Secretarial Audit Report provided by Ms. Viral Garachh. is annexed with the Board’s report as Annexure A.

15.SECRETARIAL AUDITORS’ REMARKS

Ms. Viral Garachh, Company Secretary who was appointed as Secretarial Auditor for the Company for conducting audit for the year 2017-18, has given following qualifications in her report

"The Company has not complied with the provisions of section 203 of the Companies Act, 2013 with regards to appointment of the key managerial personnel.

The Company has not complied with section 93 of the Companies Act, 2013, with regards to filing of form MGT-10 which is required to be filed for change in the position of the holding of the promoter and promoter group for more than 2%."

16.MANAGEMENT’S VIEW ON REMARKS

With reference to the remarks provided in the Secretarial Audit Report, Board of Directors of the Company has considered the remarks and has decided to comply with the remarks mentioned in the report in the due course. With respects to non appointment of Key Managerial Personnel, your Directors were not able to find any suitable candidate for the post and thus the position of KMP remains vacant. Your Directors will strive harder to find 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 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.

18.STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUBSECTION (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 applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

19.DEMATERIALIZATION

The Equity shares of the Company are in compulsory demat segment and are available for trading in the depository system of both National Securities Depository Ltd (NSDL) and the Central Depository Services (India) Ltd. (CDSL). 52,15.172 nos. of equity shares forming 94.61% of the equity share capital of the Company stands dematerialized on 31st March, 2017.

20. LISTING OF SHARES:

The Equity Shares of the Company are listed on the BSE Limited, the nation-wide Stock Exchange.

21.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.

22.CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of Corporate Social Responsibility (CSR) are currently not applicable to the Company.

23.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.

24.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.

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 required under Section 134 (a) of the Companies Act, 2013, is attached as Annexure B to this Report.

26.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
Place : Ahmedabad Rushal patel
Date: 13/08/2018 Chairman
DIN: 06575447