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To, The Members,
ARMS PAPER LIMITED
Your Directors take pleasure in presenting the 36th Annual Report of your Company together with Audited Accounts for the year ended 31st March, 2019.
1. FINANCIAL HIGHLIGHTS:
Your companys performance for the financial year 2018-19 is summarized below:-
|(Rs. in lacs)||(Rs. in lacs)|
|Profit (Loss) Before Taxes||9.40||9.31|
|Net Tax Expense||(2.33)||13.34|
|Profit/ (Loss) for the period (After Tax)||7.07||(4.03)|
Your Company has earned total revenue of Rs. 5185.77 Lacs as compared to Rs. 5861.82 Lacs in the previous year. The total expenditure incurred during the year was Rs. 5176.36 Lacs as compared to Rs. 5852.51 Lacs in the previous year. The Net Profit after taxation during the year under review is Rs. 7.07 Lacs as compared to previous years Loss of Rs. 4.03 Lacs in the previous year. Your Directors are exploring various new business opportunities that will enable the Company to improve its financial position.
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, 2019.
4. PUBLIC DEPOSITS:
Your Company has not accepted any deposits from public during the year under review.
Shri Pawanjitsingh Negi, Director retires at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
Shri Shashikant Thakar, has been appointed as Additional Director of the Company in the Board meeting held on 24th April, 2019. His appointment is placed for confirmation at item no. 4 for your approval.
Shri Santoshkumar Pandey, has been appointed as Additional Director of the Company in the Board meeting held on 24th April, 2019. His appointment is placed for confirmation at item no. 5 for your approval. He is also appointed as Chief Financial Officer of the Company w.e.f. 24/04/2019.
Shri Sanjay Gupta, has been appointed as Additional Director of the Company in the Board meeting held on 24th April, 2019. He is also appointed as Whole time Director of the Company w.e.f. 24/04/2019 and his appointment is placed for confirmation at item no. 6 & 11 as Special Resolution.
Shri Rushal Patel, Shri Nishant Kumar, Shri Nikhil Rajpuria and Smt. Rima Mehta has resigned from the office of Director of the Company. The Board places on record its appreciation for the services rendered by them in their tenure as Directors of the Company.
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 has appropriate combination of 1 Non-Executive Chairman, 3 Independent Directors.
The Board of Directors is in continuous search for a Woman Director and Independent Directors to further strengthen the Composition of the Board.
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 6 times on the following dates: 28th May, 2018, 1st August, 2018, 13th August, 2018 15th September, 2018, 3rd November, 2018, and 14th February, 2019.
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 & 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 2018-19, the Audit Committee met 4 times on the following dates: 28th May, 2018, 13th August, 2018, 15th September, 2018 and 14th February, 2019.
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 2018-19 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, 2019 and of the profits for the year ended 31st March, 2019;
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
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
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.
10. STATUTORY AUDITORS AND THEIR REPORT
The Audit Committee has informed the Board that the as per Section 139 of the Companies Act 2013, current term of Statutory Auditors i.e. M/s. J. R. Purohit & Co., has been ended and cannot be re-appointed for further term. Considering the said facts and on the recommendation of the Audit Committee, Board has appointed M/s. Shah and Shah, Chartered Accountants as the Statutory Auditors of the Company under Casual Vacancy. 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..
The Auditors Report does not contain any qualification, reservation or any adverse remark.
11. SEBI ORDER IN THE MATTER OF SHAREPRO SERVICES INDIA PRIVATE LIMITED
On 7th August, 2018, SEBI had issued Notice under section 4(1) of SEBI (Procedure of holding inquiry and imposing Penalties by adjudicating officer) Rules, 1995, in the matter of non conduction of Forensic Audit of alleged fraud by Sharepro Services India Private Limited with respects to dividends paid and transfer of securities and to which Company had replied and an order dated 1st November, 2018 was passed by the adjudicating officer and Penalty of Rs. 150000/- was levied on the Company.
Board accepted the fact that due to poor financial condition of the Company at the given point of time, Company was in non-compliance with the order of the SEBI for conducting forensic audit of Sharepro Services India Private Limited and thus the penalty levied by the SEBI is accepted and the same has been paid on 6th December, 2018. The matter stands settled as of date.
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 2018-19.
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 RNCA & Associates., Chartered Accountants, as the Internal Auditors of the Company for conducting internal audit for the financial year 2019-20.
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 2018-19. The Secretarial Audit Report issued in Compliance with SEBI (LODR) by Ms. Viral Garachh. 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 the Company for conducting audit for the year 2018-19, has given following qualifications in her report
"Section 149 of the companies Act, 2013 and regulation 17 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 has not been complied with.
Section 203 of the Companies Act, 2013 has not been complied with.
Board of Directors of the Company is not duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors as there is no executive directors in the board of directors of the Company
16.MANAGEMENTS 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 complied with the remarks mentioned in the report in the due course. With respects to non appointment of Key Managerial Personnel, your Directors has appointed Mr. Santosh Pandey and Mr. Sanjay Gupta as Chief Financial Officer and Whole Time Director respectively on 24/04/2019 thus the same has been complied
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.
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). 52,17,172 nos. of equity shares forming 94.54% of the equity share capital of the Company stands dematerialized on 31st March, 2019.
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.
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||Shashikant Thakar|