| Dear Members,
The Directors present the 55th Annual Report together with the Audited
Financial Statement of the Company for the financial year ended 31st
March 2015.
1. FINANCIAL RESULTS
Particulars Year ended Year ended
31st March 31st March
2015 2014
(Rs. in lacs) (Rs. in lacs)
Sales and Other Income 103.17 50.95
Operating Profit (7.12) (36.83)
Less: Interest and Finance Charges 0.63 1.87
Less: Depreciation 30.00 31.37
Profit Before Exceptional Items (23.51) (70.07)
Exceptional Items:
Profit on Sales of Assets 263.75 -
Profit Before Tax After Exceptional 240.24 (70.07)
Items
Less: Provision for Tax:
Current Tax 44.09 -
Deferred Tax Credit/(Debit) 67.27 (5.32)
Tax for Earlier Years - -
Profit After Tax 128.88 (64.75)
Add: Balance Brought Forward from 106.38 181.62
Previous Year
Balance Available for Appropriation 235.26 116.87
Appropriations:
Proposed Dividend - -
Corporate Dividend Tax - -
Transfer to General Reserve - -
Balance Carried to Balance Sheet 235.26 116.87
2. OPERATIONS
The Company has been engaged in the manufacture of engineering items
namely equipment for the Sugar industry. However, it has temporarily
stopped manufacturing operations to revisit the costing of its
products.
3. DIVIDEND
Your Directors do not recommend any dividend on the equity shares for
the year ended 31st March 2015.
4. TRANSFER TO RESERVES
The Company has proposed not to transfer any amount to General Reserve.
5. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the
Directors' confirm that:
1. In the preparation of Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures.
2. The directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit and loss
account of the Company for that year.
3. Proper and sufficient care has been taken for maintaining 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.
4. The Annual Accounts have been prepared on a going concern basis.
5. The company has followed a proper internal financial control and
that such internal financial controls are adequate and were operating
effectively.
6. A system has been devised to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and
operating effectively.
6. FIXED DEPOSITS
The Company has not accepted any deposits within the meaning of Section
73(1) of the Companies Act, 2013 and the rules made thereunder.
7. EXTRACT OF ANNUAL RETURN
The extract of Annual Return of the Company is annexed herewith as
Annexure 1 of this Report.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under the Act, are provided in Annexure 2 to this Report.
9. PARTICULARS REGARDING DIRECTORS, KEY MANAGERIAL PERSONNEL AND
REMUNERATION PAID TO DIRCTOR AND KEY MANAGERIAL PERSONNEL.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rules forms part of the
Report. None of the employees of the Company is drawing remuneration in
excess of the limits prescribed under the Act and Rules forming part
thereof.
10. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS
Pursuant to Section 149 (4) of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules, 2014 the
Central Government has prescribed that your Company shall have minimum
two Independent Directors.
Your company has following Independent Directors:
Sr. Name of the Independent Date of appointment/ Date of passing
No. Director reappointment of Special
resolution, if
any
1. Mr. Ashok Ashtekar* 15/07/2014 15/07/2014
2. Mr. Narayan Varma 15/07/2014 15/07/2014
3. Mr. Vikram Bhat 15/07/2014 15/07/2014
4. Mrs. Ramola Mahajani 08/07/2015 In the forth
coming Annual
General
Meeting
* Mr. Ashok Ashtekar expired on 25th December 2014.
All the above Independent Directors meet the criteria of 'independence'
prescribed under section 149(6) and have submitted declaration to the
effect that they meet with the criteria of independence as required
under section 149 (7) of the Companies Act, 2013.
11. RELATED PARTY TRANSACTION
The company has entered into transactions with related parties in
accordance with the provisions of the Companies Act, 2013 and the
particulars of the contracts or arrangements with related parties
referred to in Section 188 (1), as prescribed in Form AOC-2 of the
rules prescribed under Chapter IX relating to Accounts of Companies
under the Companies Act, 2013 is appended as Annexure 3 of the Report.
Your Directors draw attention of the members to Note 30 to the
financial statement, which sets out related party disclosures.
12. MEETINGS OF BOARD
Five meetings of the Board of Directors were held during the year.
Details are as under:
Sr. Date of the Directors Present Directors to whom
No Meeting Leave of Absence
was granted
1. 08/05/2014 Mr. H. B. Doshi Mr. Ashok Ashtekar
Mr. Nihal Doshi
Mr Narayan Varma
Mr Vikram Bhat
2. 13/08/2014 Mr. H. B. Doshi -
Mr. Nihal Doshi
Mr Narayan Varma
Mr Vikram Bhat
Mr. Ashok Ashtekar
3. 13/11/2014 Mr. H. B. Doshi Mr. Ashok Ashtekar
Mr. Nihal Doshi
Mr Narayan Varma
Mr Vikram Bhat
4. 15/01/2015 Mr.H. B. Doshi -
Mr. Nihal Doshi
Mr Narayan Varma
Mr Vikram Bhat
5. 05/02/2015 Mr. H. B. Doshi -
Mr Narayan Varma
Mr Vikram Bhat .
13. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
Sr. Name of the Director Particulars Date of change
No
1. Mr. Ashok Ashtekar Cessation due to 25th December 2015
death
2. Mrs Ramola Mahajani Appointment as 8th July 2015
Independent
Director
14. CORPORATE GOVERNANCE
As per the requirements of SEBI regarding Listing Agreement and further
with reference to Circular dated September 2014 stating amendment as,
"The Clause 49 of the Listing Agreement shall be applicable to all
companies whose equity shares are listed on a recognized stock
exchange. However, compliance with the provisions of Clause 49 shall
not be mandatory, for the time being, in respect of the following class
of companies, i.e. companies having paid up equity share capital not
exceeding Rs. 10 crore and Net Worth not exceeding Rs. 25 crores, as on
the last day of the previous financial year." Since the Company's net
worth does not exceed the said limit, the Corporate Governance report
is not prepared.
15. AUDITORS AND AUDIT REPORT
M/s V. Sankar Aiyar and Co., Chartered Accountants, Statutory Auditors
of your company, retires at the ensuing Annual General Meeting and is
eligible for reappointment. The Auditors have confirmed their
eligibility to the effect that their re-appointment, if made, would be
within the prescribed limits under the Act and that they are not
disqualified for re-appointment. There are no qualifications,
reservation or adverse remarks or disclaimers made by the statutory
Auditors of the Company in their Report.
16. COST AUDITORS
With reference to the Companies (Cost Records and Audit) Rules 2014, as
prescribed by the Central Government in Sub-sections (1) and (2) of
Section 469 and Section 148 of the companies Act, 2013 (18 of 2013),
the Company is not covered under amended rules of the Companies (Cost
Records and Audit) Rules, 2014, Rule 3(ii) for maintenance of Cost
records with effect from financial year 2014-15.
17. SECRETARIAL AUDITORS
The Board has appointed M/s. Bipin Raje and Associates as Secretarial
Auditors of the Company, according to the provisions of Section 204 of
the Companies Act, 2013 for conducting Secretarial Audit of the Company
for the financial year 2014-2015. The Secretarial Audit Report for the
financial year ended 31st March 2015 is annexed herewith.
Additionally, the Secretarial Auditors have made the following
observations:
1. "The Company has not complied with provisions of Section 203 of the
Companies Act, 2013 read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014".
The Board has taken note of the same and efforts are being made to
recruit suitable candidates at the earliest. At present, Mr. Snehal
Shah, Group CFO, has been looking after the finance functions of the
Company. Similarly Ms. Neha Oza has been looking after the secretarial
functions of the Company.
2. "With the coming into force of the Companies Act, 2013, several
regulations of the Articles of Association of the Company require
alterations or deletions as they are based on the Companies Act, 1956,
or contain specific reference thereto. The Company has, so far, not
carried out such modifications / deletions or adoption of new set of
Articles."
The Board has taken note of the observation.
18. RISK MANAGEMENT
The Company has set in motion a system for management of risk
associated with the orderly functioning of the Company. The Audit
Committee has been mandated the accountability for integration of risk
management practices into day to day activities.
19. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operations
was observed.
20. VIGIL MECHANISM
Your company believes in promoting a fair, transparent, ethical and
professional work environment. The Board of Directors of the Company
has established a Whistle Blower Policy under Vigil the Mechanism in
accordance with the provisions of the Companies Act, 2013 and the
Listing Agreement for reporting the genuine concerns or grievances or
concerns of actual or suspected fraud or violation of the Company's
Code of Conduct.
21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
No case of sexual harassment was reported during the year.
22. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED.
Particulars of loans given. Investments made and Guarantees given and
Securities provided are given in the financial statements and notes to
accounts.
Your Director take this opportunity to place on record their sincere
appreciation for the timely assistance and cooperation extended by
Financial Institutions, Company's Bankers and various Government
Agencies / Bodies and look forward to receive their continued support.
Your Directors also wish to place on record their appreciation for the
cooperation extended / services rendered by the workmen, staff,
executives, dealers, customers and all others concerned. Your
Directors also express thanks to the shareholders for their support to
and confidence reposed in the Company.
For ACROW INDIA LTD.
H. B. Doshi
Chairman
29th May 2015
Registered Office:
Plot No 2 & 3, Ravalgaon - 423108,
Taluka Malegaon, District - Nashik,
Maharashtra, India
CIN: L13100MH1960PLC011601
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