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Acrow India Ltd.

BSE: 513149 Sector: Engineering
NSE: N.A. ISIN Code: INE950D01012
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P/E 19.99
Mkt Cap.(Rs cr) 11.36
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OPEN 177.50
CLOSE 177.55
VOLUME 1
52-Week high 219.55
52-Week low 79.00
P/E 19.99
Mkt Cap.(Rs cr) 11.36
Buy Price 0.00
Buy Qty 0.00
Sell Price 177.50
Sell Qty 9.00

Acrow India Ltd. (ACROWINDIA) - Director Report

Company director report

Dear Members

Your Directors present the 55th Annual Report together with the Audited FinancialStatement of the Company for the financial year ended 31st March 2015.

1. FINANCIAL RESULTS

Particulars Year ended 31st March 2015 Year ended 31st March 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 Items 240.24 (70.07)
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 Previous Year 106.38 181.62
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 equipmentfor the Sugar industry. However it has temporarily stopped manufacturing operations torevisit the costing of its products.

3. DIVIDEND

Your Directors do not recommend any dividend on the equity shares for the year ended31st 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 beenfollowed along with proper explanation relating to material departures.

2. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss account of the Company for that year.

3. Proper and sufficient care has been taken for maintaining adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets 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 internalfinancial controls are adequate and were operating effectively.

6. A system has been devised to ensure compliance with the provisions of all applicablelaws 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 theCompanies Act 2013 and the rules made there under.

7. EXTRACT OF ANNUAL RETURN

The extract of Annual Return of the Company is annexed herewith as Annexure 1 of thisReport.

8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure 2 to this Report.

9. PARTICULARS REGARDING DIRECTORS KEY MANAGERIAL PERSONNEL AND REMUNERATION PAID TODIRCTOR AND KEY MANAGERIAL PERSONNEL.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rules forms part of the Report. None of the employees of theCompany is drawing remuneration in excess of the limits prescribed under the Act and Rulesforming 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 hasprescribed that your Company shall have minimum two Independent Directors.

Your company has following Independent Directors:

Sr. No. Name of the Independent Director Date of appointment / reappointment Date of passing 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 forthcoming Annual General Meeting

* Mr. Ashok Ashtekar expired on 25th December 2014.

All the above Independent Directors meet the criteria of 'independence' prescribedunder section 149(6) and have submitted declaration to the effect that they meet with thecriteria 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 theprovisions of the Companies Act 2013 and the particulars of the contracts or arrangementswith related parties referred to in Section 188 (1) as prescribed in Form AOC-2 of therules prescribed under Chapter DC relating to Accounts of Companies under the CompaniesAct 2013 is appended as Annexure 3 of the Report. Your Directors draw attention of themembers 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 asunder:

Sr. No Date of the Meeting Directors Present Directors to whom 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
MrVikramBhat .

13. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr. No Name of the Director Particulars Date of change
1. Mr. Ashok Ashtekar Cessation due to death 25 December 2015
2. Mrs Ramola Mahajani Appointment as Independent Director 8 July 2015

14. CORPORATE GOVERNANCE

As per the requirements of SEBI regarding Listing Agreement and further with referenceto Circular dated September 2014 stating amendment as "The Clause 49 of the ListingAgreement shall be applicable to all companies whose equity shares are listed on arecognized stock exchange. However compliance with the provisions of Clause 49 shall notbe 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 notexceeding Rs. 25 crores as on the last day of the previous financial year." Sincethe Company's net worth does not exceed the said limit the Corporate Governance report isnot prepared.

15. AUDITORS AND AUDIT REPORT

M/s V. Sankar Aiyar and Co. Chartered Accountants Statutory Auditors of your companyretires at the ensuing Annual General Meeting and is eligible for reappointment. TheAuditors have confirmed their eligibility to the effect that their re-appointment ifmade would be within the prescribed limits under the Act and that they are notdisqualified for re-appointment. There are no qualifications reservation or adverseremarks 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 bythe Central Government in Sub-sections (1) and (2) of Section 469 and Section 148 of thecompanies Act 2013 (18 of 2013) the Company is not covered under amended rules of theCompanies (Cost Records and Audit) Rules 2014 Rule 3(ii) for maintenance of Cost recordswith effect from financial year 2014-15.

17. SECRETARIAL AUDITORS

The Board has appointed M/s. Bipin Raje and Associates as Secretarial Auditors of theCompany according to the provisions of Section 204 of the Companies Act 2013 forconducting Secretarial Audit of the Company for the financial year 2014-2015. TheSecretarial 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 Act2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules2014".

The Board has taken note of the same and efforts are being made to recruit suitablecandidates at the earliest. At present Mr. Snehal Shah Group CFO has been looking afterthe finance functions of the Company. Similarly Ms. Neha Oza has been looking after thesecretarial functions of the Company.

2. "With the coming into force of the Companies Act 2013 several regulations ofthe Articles of Association of the Company require alterations or deletions as they arebased on the Companies Act 1956 or contain specific reference thereto. The Company hasso far not carried out such modifications / deletions or adoption of new set ofArticles."

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 theorderly functioning of the Company. The Audit Committee has been mandated theaccountability 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 tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operations was observed.

20. VIGIL MECHANISM

Your company believes in promoting a fair transparent ethical and professional workenvironment. The Board of Directors of the Company has established a Whistle Blower Policyunder Vigil the Mechanism in accordance with the provisions of the Companies Act 2013 andthe Listing Agreement for reporting the genuine concerns or grievances or concerns ofactual or suspected fraud or violation of the Company's Code of Conduct.

21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

No case of sexual harassment was reported during the year.

22. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED.

Particulars of loans given Investments made and Guarantees given and Securitiesprovided are given in the financial statements and notes to accounts.

Your Director take this opportunity to place on record their sincere appreciation forthe timely assistance and cooperation extended by Financial Institutions Company'sBankers and various Government Agencies / Bodies and look forward to receive theircontinued support. Your Directors also wish to place on record their appreciation for thecooperation extended / services rendered by the workmen staff executives dealerscustomers and all others concerned. Your Directors also express thanks to the shareholdersfor 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

ANNEXURE1 Form No. MGT-9

Extract of Annual Return as on the Financial Year ended on 31st March 2015

[Pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

1. REGISTRATION AND OTHER DETAILS

Sr. No Particulars Details
i) CTN L13100MH1960PLC011601
ii) Registration Date 10/03/1960
iii) Name of the Company Acrow India Limited
iv) Category / Sub-Category of the Company Indian Non-Government Company Limited by Shares
v) Address of the Registered office and contact details Plot No 2 & 3 Ravalgaon-423108 Taluka Malegaon District Nashik Maharashtra India. Tel No: (02554) 645913 / 645914
vi) Whether listed company Yes
vii) Name Address and Contact details of Registrar and Transfer Agent if any Freedom Registry Ltd. Plot No. 101/102 19th Street MIDC Industrial Area Satpur Nashik

2. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated:

Sr. No Name & Description of main products / services NIC Code of the product / service % of Total Turnover
i) Sugar Machinery 4451604 100%

3. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No Name and Address of the Company CIN/GLN Holding / Subsidiary/Associate % of shares held Applicable Section
i) Carina Finvest Ltd. U67120MH1996PLC101364 Associate 49.38 2(6)

4. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) a.Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

Demat Physical Total % of total Demat Physical Total % of total

% Change during the year

A. Promoter
(1) Indian
a) Individual/HUF 800 14500 15300 2.39 800 14500 15300 2.39 -
b) Central Govt - - - - - - - - -
c) State Govt - - - - - - - - -
d) Bodies Corp. - 333600 333600 52.13 - 333600 333600 52.13 -
e) Banks / FI - - - - - - - - -
f) Any Other - - - - - - - - -
Sub-total (A)(1): 800 348100 348900 54.52 800 348100 348900 54.52 -
(2) Foreign
a) NRIs-Individuals - - - - - - - - -
b) Other-Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks / FI - - - - - - - - -

 

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

Demat Physical Total % of total Demat Physical Total %of total

% Change during the year

e) Any Other - - - - - - - -
Sub-total (A)(2): - - - - - - - - -
Total shareholding of Promoter (A)=(A)(1)+(A)(2) 800 348100 348900 54.52 800 348100 348900 54.52 -
B. Public Shareholding
1. Institutions
a) Mutual Funds - - - - - - - - -
b) Banks/FI - - - - - - - - -
c) Central Govt. - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs - - - - - - - - -
h) Foreign Venture Capital Funds - - - - - - - - -
i) Others (specify) - - - - - - - - -
Sub-total (B)(1):

-

-

-

-

-

-

-

-

2. Non-Institutions
a) Bodies Corp.
i) Indian 11487 400 11887 1.86 13206 300 13506 2.11 0.25%
ii) Overseas - - - - - - - - -
d) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 200065 56169 256234 40.04 201658 54269 255927 39.99 0.05%
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 14525 14525 2.27 14525

-

14525 2.27 -
c) Others (specify)
i) NRIs 8454 - 8454 1.32 7142 - 7142 1.12 0.20%
Sub-total (B)(2): 234531 56569 291100 45.48 236531 54569 291100 45.48 -
Total Public Shareholding (B)=(B)(1)+(B)(2) 234531 56569 291100 45.48 236531 54569 291100 45.48 -
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 235331 404669 640000 100 237331 402669 640000 100 -

b. Shareholding of Promoter

Shareholding at the beginning of the year

Shareholding at the end of the year

Sr. No Shareholder's Name No. of Shares % of total shares of the Company % of shares Pledged/enc umbered to total shares No. of Shares % of total shares of the Company % of shares Pledged/enc umbered to total shares % change in shareholding during the year
1 Harshavardhan Doshi 9200 1.44 - 9200 1.44 - -
2 Carina Finvest Limited 316000 49.38 - 316000 49.38 - -
3 The Ravalgaon Sugar Farm Ltd.

17600

2.75

17600

2.75

4 Lamya H. Doshi 2000 0.31 - 2000 0.31 - -
5 Nihal Doshi 1900 0.30 - 1900 0.30 - -
6 Lalan Ajay Kapadia 2200 0.34 - 2200 0.34 - -

c. Change in Promoters' Shareholding (Please specify if there is no change)

Sr. No

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total shares of the company No. of Shares % of total shares of the company
1. At the beginning of the year 348900 54.52 348900 54.52
2. Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):
3. At the End of the year 348900 54.52 348900 54.52

d. Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Sr. No For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares % of Total Shares of the Company No. of Shares % of Total Shares of the Company
1. Preeti Krishnagopal Chandak

14525

2.27%

14525

2.27%

2. Kamalini Bahubali

7175

1.12%

7175

1.12%

3. Dipti K Somaiya

6749

1.05%

6851

1.07%

4. Rajasekhar Guttikonda

2369

0.37%

5040

0.79%

5. Bharat Madhukarbhai Simpy 5000 0.78% 5000 0.78%
6. Paresh Rambilas Jhawar

4158

0.65%

4158

0.65%

7. Vimladevi Rameshbhai Udernani 3677 0.57% 3677 0.57%
8. Hiralal Gandalal Mehta 3600 0.56% 3600 0.56%
9. Meenal Sinsinwar 3411 0.53% 3411 0.53%
10. Guttikonda Ramesh Babu 3062 0.48% 3062 0.48%

e. Shareholding of Directors and Key Managerial Personnel

Sr. No. For Each of the Director / KMP*

Shareholding

Date

Increase / Decrease during the year

Reasons

Cumulative shareholding during the year

No. of Shares % of Total Shares of the Company No. of Shares % of Total Shares of the Company
1. Harshavardhan Doshi 9200 1.44 01/04/2014

No movement during the year

9200 1.44
Chairman 9200 1.44 31/03/2015
2. Nihal Doshi 1900 0.30 01/04/2014

No movement during the year

1900 0.30
Director 1900 0.30 31/03/2015
3. Narayan Varma 0 0.00 01/04/2014

No movement / holding

0 0.00
Director 0 0.00 31/03/2015

during the year

4. Vikaram Bhat Director 0 0 0.00 0.00 01/04/2014 31/03/2015

No movement / holding during the year

0 0.00
5. Ashok Ashtekar 0 0.00 01/04/2014

No movement / holding

0 0.00
Director (expired on 25th Dec 2014) 0 0.00 31/03/2015

during the year

7. Mrs Ramola Mahajani 0 0.00 01/04/2014

No movement / holding

0 0.00
Director (appointed on 8th July 2015) 0 0.00 31/03/2015

during the year

* No Key Managerial Person is holding any shares of the company 5. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment (Rs. in lacs)

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount - 135.84 - 135.84
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - -
Total (i+ii+iii) - 135.84 - 135.84
Change in Indebtedness during the financial year
Addition - - - -
Reduction - 22.55 - 22.55
Net Change - 22.55 - 22.55
Indebtedness at the end of the financial year
i) Principal Amount - 113.29 - 113.29
ii) Interest due but not paid - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - 113.29 - 113.29

6. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Remuneration to Managing Director Whole-time Director and/or Manager

Sr. No. Particulars of Remuneration

Name of MD/WTD/Manager

Total Amount
Mr. Harshavardhan Mr. Nihal Doshi
Doshi (Chairman) (Director)
1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961 - - -
(b) Value of perquisites u/s 17(2) of the Income Tax Act 1961 - - -
(c) Profits in lieu of salary u/s 17(3) of the Income Tax Act 1961 - - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission / Performance Pay
- as % of profit - - -
- others specify..... - - -
5 Others please specify - - -
Total (A)

Ceiling as per the Act:

The total managerial remuneration payable in respect of financial year 2014-2015 shallnot exceed eleven percent of the net profit of the Company for financial year 2014-2015 orif the same exceeds it shall be within the limits of Schedule V Part II of the CompaniesAct 2013. The remuneration paid to Directors during the year is within the statutorylimit as specified above. (None of the Directors draw any remuneration)

b. Remuneration to other Directors:

Sr. No. Particulars of Remuneration Mr. H.B. Doshi Mr. Nihal Doshi Mr Narayan Varma Mr Vikram Bhat Mr. Ashok Ashtekar* Mrs Ramola Mahajani*
1 Independent Directors
Fees for attending Board/Committee meetings

Rs.7500

Rs.6000

Rs. 13500

Rs. 13500

Rs.3000 -
Commission - - - - -
Others please specify - - - - -
Total (1)
2 Other Non-Executive Directors
Fees for attending Board/Committee meetings
Commission - - - - -
Others please specify - - - - -
Total (2) - - - - -
Total (B) = (l+2)
Total Managerial Remuneration

Overall Ceiling as per the Act:

Sitting fee payable to the Director for attending the meeting of the Board or Committeeshall not exceed one lakh rupees per meeting of the Board or Committee meeting.

* Mr. Ashok Ashtekar expired on 25th December 2014

* Mrs. Ramola Mahajani appointed by Board of Directors on 8th July 2015

c. Remuneration to Key Managerial Personnel Other than MD/Manager/WTD

Sr. No Particulars of Remuneration

Key Managerial Personnel

CEO Company Secretary CFO Total
1. Gross Salary - - - -
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961 - - - -
(b) Value of perquisites u/s 17(2) of Income Tax Act 1961 - - - -
(c) Profits in lieu of salary u/s 17(3) of Income Tax Act 1961 - - - -
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission / Performance Pay - - - -
- as % of profit - - - -
- others specify - - - -
5 Others please specify - - - -
Total - - - -

Note: The post of CEO Company Secretary and CFO are vacant.

7. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: No Penalty

ANNEXURE2

Conservation of Energy Technology Absorption and Foreign Exchange

1. CONSERVATION OF ENERGY:

1. In order to conserve energy preventive maintenance of the Plant & Machinery iscarried out on a regular basis. The production is taken in batches to obtain optimumoutput. For the manufacture of Company's products mainly electrical power is used. Dieseloil is also used to an extent for operating mobile crane and other material handlingequipments.

2. No additional investment for reduction of energy consumption is envisaged during theyear.

3. The average cost of energy consumed in relation to the total cost of production isnegligible. Consequently a significant impact is not expected on the cost of production onaccount of reduction in the consumption of energy.

2. TECHNOLOGY ABSORPTION:

1. Research & Development (R&D)

a. Specified areas in which R& D carried out by the Company: Efforts are continuedon regular basis for further improvement in quality of the products. Improving andmaintaining the quality of certain key raw materials mainly steel paints etc. are alsogiven proper attention.

b. Benefits derived as a result of the above R&D- Maintenance of quality standards.

c. Future Plan of Action: Steps are continuously taken for the development of newproducts up-gradation of technology and improvement of product quality with an aim ofoffering better products to the customers.

d. Expenses on R & D: The expenses incurred by the Company on R & D areprimarily for testing of the product quality and specifications. Amount spent on suchactivity will therefore not to be treated as expenses on Research and Development.

2. Technical Absorption Adaptation and Innovation:

a. Effort in brief made for Technical Absorption Adaptation and Innovation on thebasis of the Company's own R& D activities: Absorption and adaptation of the newtechnology is a continuous process to meet the specific needs of the local market.

b. Benefit derived as a result of the above efforts: Improvement of product qualitycost effectiveness and energy conservation are the major benefits.

c. Imported Technology:

i. Technology imported : For Automatic Weighing and Bagging Machines.
ii. Year of Import: 1995-96
iii. Has technology been fully absorbed? Yes

3. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year there were no exports sales.

ANNEXURE3 FormAOC2

[Pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014]

Form for disclosure of particulars of contracts / arrangements entered into by thecompany with related parties referred to in sub-section (1) of Section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso theretoDetails of material contracts or arrangement or transactions at arm's length basis:

Sr. No. Particulars Details
1 Name(s) of the related party and nature of relationship The Ravalgaon Sugar Farm Ltd - Associate Company
2 Nature of contracts / arrangements / transactions Sale of Property
3 Duration of the contracts / arrangements / transactions One Time Transaction
4 Salient Terms of the contracts or arrangements or transactions including the value if any At the then prevailing Real Estate Prices in the Market. Value of transaction is Rs. 200 lakhs
5 Date of approvals if any Board of Directors Approval - 15* January 2015. Shareholders Approval - 20 February 2015
6 Amount paid as advances if any NIL

For Acrow India Ltd

H. B. Doshi

Chairman

SECRETARIAL AUDIT REPORT (For the Financial Year Ended 31st March 2015) Form No. MR-3[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014] To the Members of Acrow IndiaLimited

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s Aw India Limited(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corpoi conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the company and also information provided bythe Company its officers agents and authorized representatives during the conduct ofsecretarial audit we hereby report that in i opinion the company has during the auditperiod (financial year commencing 01st April 2014 and ending on 31st March 2015) compliedwith the statutt provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner e subjectto the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by Acrow India Limited ("the Company") for I financial yearended on 31st March 2015 according to the provisions of:

1. The Companies Act 2013 (the Act) and the rules made thereunder;

2. The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

3. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

4. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investmei Overseas Direct Investment and ExternalCommercial Borrowings;

5. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; - Not applicable to the Company during the audit period.

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guideline 1999 and The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 notified on 28th October 2014. Notapplicable to the Company during the audit period.

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; Not applicable to the Compan during the audit period.

f. The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client.

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; Not applicable to the Company during the audit period and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; Not applicable to the Company during the audit period

We have also examined compliance with the applicable clauses of the following:

1. Secretarial Standards issued by The Institute of Company Secretaries of India. (Notnotified and hence not mandatory during the audit period)

2. The Listing Agreements entered into by the Company with the Bombay Stock ExchangeLimited.

During the period under review the Company has generally complied with the provisionsof the Act Rules Regulations Guidelines Standards etc. mentioned above subject to thefollowing observations:

Observations

1. As per the information and explanations provided by the Company its officersagents and authorised representatives during the conduct of secretarial audit we reportthat the provisions of the Foreign Exchange Management Act 1999 and the Rules andRegulations made thereunder to the extent of :

a. External Commercial Borrowings were not attracted to the Company under the financialyear under report;

b. Foreign Direct Investment (FDI) were not attracted to the company under thefinancial year under report;

c. Overseas Direct Investment by Residents in Joint Venture / Wholly Owned Subsidiaryabroad were not attracted to the company under the financial year under report.

2. As per the information and explanations provided by the company its officersagents and authorised representatives during the conduct of Secretarial Audit we reportthat the Company has not made any GDRs/ADRs or any Commercial Instrument under thefinancial year under report

3. We have solely relied on the information and representation made by the Company itsofficers agents and authorised representatives during the conduct of secretarial auditfor systems and mechanism formed by the Company for compliances under other applicableActs Laws and Regulations to the Company.

4. We report that the Company has not complied with provisions of Section 203 of theCompanies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

5. We further report that with the coming into force of the Companies Act 2013 severalregulations of the Articles of Association of the Company require alterations or deletionsas they are based on the Companies Act 1956 or contain specific reference thereto. TheCompany has so far not carried out such modifications/deletions or adoption of new set ofArticles.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance except in few casesand a system exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.

I/we further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I/we further report that during the audit period the company has:

1. Taken Major decisions in pursuance to section 180 of the Companies Act 2013 at itsEOGM held on 20th February 2015.

Place: Mumbai Date: 29th May 2015

For BIPIN RAJE AND ASSOCIATES

Bipin Raje ACS 6092 CP 6147

ANNEXURE A

To the Members of Acrow India Limited

Our report of even dated is to be read along with this letter.

1. Maintenance of Secretarial Records is the responsibility of the Company. Ourresponsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected in thesecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the company.

4. Wherever required we have obtained the Management Representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws rulesregulations standards is the responsibility of the Management. Our examination waslimited to the verification of procedures on test basis.

6. The secretarial audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which Management has conducted theaffairs of the Company.

Place: Mumbai

Date: 29th May 2015

For BIPIN RAJE AND ASSOCIATES

Bipin Raje

ACS 6092

CP 6147

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