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Directors Report of Arms Papers Ltd. Company
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Directors Report of Arms Papers Ltd.

Mar 31, 2013

To, The Members of ARMS PAPER LIMITED, AHMEDABAD

the Directors take pleasure in presenting the 30th Annual Report of your Company together with Audited Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS:

Your company''s performance for the financial year 2012-2013 is summarized below:

2012-13 2011-12 ( Rs.in lacs) (Rs. in lacs)

Total Revenue 4774.36 982.95

Total Expenses 4740.91 952.60

Profit Before Taxes 33.45 30.35

Net Tax Expense (11.24) (9.33)

Profit/ (Loss) for the period (After Tax) 22.21 21.02

OPERATIONS:

Your Company has earned total revenue of Rs.4774.36 Lacs as compared to Rs.982.95 Lacs in the previous year. The total expenditure incurred during the year was Rs. 4740.91 Lacs as compared to Rs. 952.60 Lacs in the previous year. The Net Profit after taxation during the year under review is Rs. 22.21 Lacs as compared to Rs. 21.02 Lacs in the previous year. Your Directors are exploring various new business opportunities that will enable the Company to improve its financial position.

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, 2013.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under, during the year under review.

DIRECTORS:

During the year under review, Shri Rushal Patel, Shri Yogesh Varia & Shri Pawanjit Singh Negi were appointed as Additional Directors of the Company with effect from 13th May, 2013. They hold office up to the ensuing Annual General Meeting of the company. Shri Yogesh Varia was also appointed as Executive Director of the Company w.e.f. 13th May, 2013.

Shri Hemant Mehta and Shri Arvind Baldwa, Directors had resigned from the directorship of the Company w.e.f. 13th May, 2013 on account of their pre-occupation. Shri Jamnaprasad Maheshwari, Managing Director of the Company has resigned from the directorship of the Company w.e.f. 30th May, 2013. The Board places on record its appreciation for the services rendered by Shri Jamnaprasad Maheshwari, Shri Hemant Mehta and Shri Arvind Baldwa during their tenure as Director of the Company.

Shri Nishant Kumar retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(1) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures, if any.

(2) the directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the Profit for the year ended on that date.

(3) the directors to the best of their knowledge and ability have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) the directors have prepared the Annual Accounts on a "going concern basis".

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of Energy and Technology Absorption are not applicable. There were no foreign exchange transactions during the year.

PARTICULARS OF EMPLOYEES:

The information required as per sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended and forming part of the Directors'' Report for the year ended 31st March, 2013 is NIL.

CORPORATE GOVERNANCE:

A report on the Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as also the Management Discussion and Analysis Report as stiputed under clause 49 of the Listing Agreement are annexed to this Report.

DEMATERIALISATION:

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). As on 31st March, 2013, 5212821 nos. of equity shares forming 94.47% of the equity share capital of the Company stands dematerialized.

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 2013-14 to BSE Limited and annual custodial fees to National Securities Depository Limited and Central Depository Services (India) Limited.

AUDITORS :

M/s. Talati & Talati, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting of the company and have expressed their unwillingness for reappointment as Statutory Auditors of the Company. M/s. Pary & Co., Chartered Accountants, Ahmedabad, have given a written confirmation as per the provisions of Section 224(1B) of Companies Act, 1956, for being appointed as Statutory Auditors of the Company.

Your Directors recommend appointment of M/s. Pary & Co., Chartered Accountants, as the Statutory Auditors of the Company for the current financial year and fixation of their remuneration.

AUDITORS'' REPORT:

There is no qualification, observations or adverse comments in the Auditors'' Report and hence it does not call for any further explanation.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to acknowledge the co- operation received from Bankers of the Company, Government Agencies and Shareholders for their co- operation.

For and on behalf of the Board of Directors

Place : Ahmedabad Rushal Patel

Date : 30th May, 2013 Chairman


Mar 31, 2012

To,The Members of ARMS PAPER LIMITED, AHMEDABAD

The Directors have pleasure in presenting the 29th Annual Report on the business and operations of the Company together with Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

Your company's performance for the financial year 2011-2012 is summarized below:

2011-12 2010-11 (Rs. in lacs) (Rs. in lacs)

Total Revenue 982.95 1332.60

Total Expenses 952.60 1279.59

Profit/(Loss) Before Taxes 30.35 53.01

Net Tax Expense (9.33) (0.05)

Profit/(Loss) for the period(After Tax) 21.02 52.96

OPERATIONS:

Your Company has earned a total revenue of Rs.982.95 Lacs as compared to Rs. 1332.60 Lacs in the previous year. The total expenditure incurred during the year was Rs. 952.60 Lacs as compared to Rs, 1279.59 Lacs in the previous year. The Net Profit after taxation during the year under review is Rs. 21.02 Lacs as compared to Rs. 52,96 Lacs in the previous year. Your Directors are exploring various new business opportunities that will enable the Company to improve its financial position.

DIVIDEND:

With a view to conserve the resources, your Directors do not recommend any dividend on the equity share capital of the Company tor the year ended 31st March, 2012

AUDIT COMMITTEE:

The Audit Committee was reconstituted during the year under review and it consists of following members:

1. Shri Hemant Mehta Chairman

2. Shri Nishant Kumar Member

3. Shri Nikhil Rajpuna Member

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

DIRECTORS:

During the year under review, Shri Kirit Patel, Director of the Company resigned from the directorship of the Company w.e.f. 1st March, 2012, on account of his pre-occupation. The Board places on record appreciation for the services rendered by Shri Kirit Patel during his tenure as Director of the Company.

Shri Nikhil Rajpuria and Shri Hemant Mehta retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Sub section 2AA of Section 217 of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is, hereby confirmed that

(1) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures, if any.

(2) the directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of "the Company as at 31st March, 2012 and of the Profit for the year ended on that date.

(3) the directors to the best of their knowledge and ability have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) the directors have prepared the Annual Accounts on a "going concern basis".

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Since the Company is not engaged in any manufacturing activity, particulars under Section 217(1)(e) of the Companies Act, 1956, regarding Conservation of Energy and Technology Absorption are not applicable. There were no foreign exchange transactions during the year.

PARTICULARS OF EMPLOYEES:

The information required as per sub-section (2A) of Section 217 of the Companies Act. 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended and forming part of the Directors' Report for the year ended 31st March, 2012 is NIL.

CORPORATE GOVERNANCE:

Our Board with well qualified independent Directors' guidance and team work and various committees constituted under corporate governance, is in a position to excel in its activities with complete fair and transparent practices. The Board committees regularly scrutinize the policies and proposals made by the operating management and also provide an unbiased independent assessment of the business procedures.

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis Report and a Report on Corporate Governance are given as Annexure to this Report.

A certificate from the Statutory Auditors of the Company regarding compliance by the Company of the conditions stipulated under Clause 49 of the Listing Agreement is attached to this Report.

The Company is in process of implementing the Corporate Governance Voluntary Guidelines 2009, issued by Ministry of Corporate Affairs, in December, 2009.

DEMATERIALISATION:

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). As on 31st March, 2012, 5201821 nos. of equity shares forming 94.27% of the equity share capital of the Company stands dematerialized.

LISTING OF SHARES:

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE), the nationwide Stock Exchange.

Your Company has paid annual listing fees for financial year 2012-13 to Bombay Stock Exchange Limited and annual custodial fees to National Securities Depository Limited and Central Depository Services (India) Limited.

AUDITORS AND AUDITORS' REPORT :

M/s. Talati & Talati, Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received confirmation that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

Your Directors recommend re-appointment of M/s. Talati & Talati, Chartered Accountants, as the Statutory Auditors of the Company for the current financial year and fixation of their remuneration.

There is no qualification, observations or adverse comments in the Auditors' Report and hence it does not call for any further explanation.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to acknowledge the co-operation received from Bankers of the Company, Government Agencies and Shareholders for their co-operation.

For and on behalf of the Board of Directors

Jamna Prasad Maheshwari

Chairman & Managing Director

Place : Ahmedabad

Date : 29th May,2012

 
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