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Arrow Greentech Ltd.

BSE: 516064 Sector: Industrials
NSE: ARROWGREEN ISIN Code: INE570D01018
BSE LIVE 11:48 | 23 Nov 534.00 49.75
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NSE 11:35 | 23 Nov 535.50 48.70
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HIGH

555.00

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OPEN 509.95
PREVIOUS CLOSE 484.25
VOLUME 23529
52-Week high 715.00
52-Week low 415.00
P/E 38.61
Mkt Cap.(Rs cr) 627
Buy Price 531.95
Buy Qty 50.00
Sell Price 534.15
Sell Qty 100.00
OPEN 509.95
CLOSE 484.25
VOLUME 23529
52-Week high 715.00
52-Week low 415.00
P/E 38.61
Mkt Cap.(Rs cr) 627
Buy Price 531.95
Buy Qty 50.00
Sell Price 534.15
Sell Qty 100.00

Arrow Greentech Ltd. (ARROWGREEN) - Director Report

Company director report

To The Members

The Directors of Arrow Greentech Limited present the 25 Annual Report on the operationsof the Company together with the Audited th Accounts for the year ended 31March 2017. st

Financial Results

(Rupees in thousands)

Particulars 2016-2017 2015-2016
Total income 319148 280043
Profit (Loss) before finance cost Depreciation and Amortization expenses exceptional items & Tax 167920 168546
Less : Finance Cost - -
Less : Depreciation and Amortization expenses 12542 9751
Less: Exceptional items - -
Profit Before Tax (PBT) 155378 158795
Less : Provision for Taxation
- Current Tax 22134 49000
- Deferred Tax 2978 (603)
- Tax in respect of Earlier Years 1588 (1895)
Profit After Tax (PAT) 128679 112293
Add : Balance brought forward 119705 64866
Less : Tax & Dividend Adjustment - (57453)
Balance carried to Balance Sheet 248383 119705

Operations:

The total income from operations including other income for the financial year underreview amounted to Rs.3191.48 Lacs as compared to Rs. 2800.43 Lacs in the previous year.The Company has earned net profit of Rs. 1286.79 Lacs under review after providing fordepreciation of Rs. 125.42 Lacs and taxation of Rs. 267.00 Lacs. After adjustment ofbrought forward balance of Rs. 1197.05 Lacs from previous year Rs. 2483.83 Lacs hasbeen carried to the Balance Sheet.

Transfer to Reserves

The Board of Directors has not recommended transfer of any amount of profit to reservesduring the year under review. Hence the entire amount of profit for the year under reviewhas been carried to the Profit and Loss account.

Business outlook and future prospects:

Business outlook and future prospects of the Company is discussed in detail inManagement Discussion and Analysis Report attached herewith.

Dividend

Your Directors have recommended a Dividend of 45% and also recommended a specialdividend of 11% on occasion of 25 year of th operation of the company on 11739948Equity Shares of the face value of Rs. 10/- i.e. Rs. 5.6/- per equity share for thefinancial year ended 31 March 2017 subject to the approval of the shareholders at theensuing Annual General Meeting of the Company. The dividend st would be payable to allthose Shareholders whose names appear in the Register of Members as on the Book ClosureDate.

Public Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

Conservation of energy technology absorption and foreign exchange earnings and outgo

a) Conservation of Energy and Technology Absorption

(i) The Company has paid special attention to the conservation of energy as a matter ofprincipal and policy. This has been reflected in the selection of equipment at the projectstage.The cost of power has kept to the minimum by optimum operation. Regular preventivemaintenance has helped to operate unit efficiently.

(ii) Additional investment and proposals if any are being implemented for reductionof Conservation of Energy.

(iii) Impact of the measures at (i) and (ii) above for reduction of energy consumptionand consequent impact on the cost of production of goods is not ascertainable.

(b) Foreign Exchange earning and outgo

Foreign Exchange earnings Rs. 2308.31Lacs (previous year Rs. 1719.64 Lacs)

Foreign Exchange outgo Rs. 220.84 Lacs (previous year Rs. 78.42 Lacs)

Auditors And Auditors' Report

StatutoryAuditors

M/s. Haribhakti & Co. LLP the Statutory Auditors of the Company will hold officetill the ensuing Annual General Meeting. As per provisions of Section 139 of the CompaniesAct 2013 read with Companies (Audit and Auditors) Rules 2014 an audit firm can beappointed as Statutory Auditors of the Company only for two terms each term consisting offive consecutive years.

M/s. Haribhakti & Co. LLP the Statutory Auditors of the Company who hold officeuntil the conclusion of the ensuing Annual General Meeting is proposed to be re-appointedas Statutory Auditors of the Company for the financial year 2017-18. The said Auditor havegiven a written consent and also issued Certificate pursuant to Section 139 of theCompanies Act 2013.

Auditors' Report

In respect to observations made by the Auditors in their report your Directors wouldlike to state as under:

1) Regarding payment of undisputed statutory due we state that the company is inprocess of payment of the same with appropriate authorites.

Secretarial Auditor:

The Board has appointed M/s Rajendra & Co. Practising Company Secretary toconduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report forthe financial year ended March 31 2017 is annexed herewith marked as ANNEXURE I to thisReport. The Secretarial Audit Report does not contain any qualification reservation oradverse remark.

Internal Auditor:

The Company has appointed M/s. J.A. Rajani & Co. Chartered Accountants Mumbai asits Internal Auditor w.e.f 1 October 2016 in st place of M/s Dhaker and KadgeChartered Accountants Mumbai who have resigned from the service of Internal Auditorw.e.f 1 October 2016. The Internal Auditor monitors and evaluates the effectiveness andadequacy of internal control system in the Company st its compliances with operatingsystems accounting procedure and policies at all locations of the Company and reports thesame on quarterly basis to the Audit Committee.

Particulars of Loans Guarantees or Investments:

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act2013.

The details of the investments made by company is given in the notes to the financialstatements

Subsidiaries

As on March 31 2017 there were 2 subsidiaries and 1 step down subsidiary of theCompany:

Direct Indian subsidiary:

Arrow Secure Technology Private Limited (WOS of the Company)

Direct Foreign subsidiary:

Arrow Green Technologies (UK) Limited (WOS of the Company)

Step down subsidiary:

Advance IP Technologies Limited (Subsidiary of Arrow Green Technologies (UK) Limited)

Arrow Realty Limited (WOS of Arrow Green Technologies (UK) Limited) (Arrow RealtyLimited has been merged with Arrow Green Technologies (UK) Ltd on 4th January2017)

Pursuant to Section 129(3) of the Act a statement containing the salient features ofthe financial statements of each of the subsidiary in the prescribed form AOC-1 asAnnexure II to this Report the financial statements of the subsidiaries are kept forinspection by the shareholders at the Registered Office of the Company. The said financialstatements of the subsidiaries are also available on the website of the Companywww.arrowgreentech.com under the Investors Section.

A report on the performance and financial position of the each of the subsidiaries inthe AOC-1 is annexed to the report and hence not repeated here for the sake of brevityunder Rule 8 of the Companies (Accounts) Rules 2014.

The Company has also formulated a Policy for determining material subsidiaries whichis uploaded on the website of the Company i.e. www.arrowgreentech.com and can be accessedat

http://www.arrowgreentech.com/images/policies/Policy_on_Material_Subsidiaries.pdf

Consolidated Financial Statements

Your Directors have pleasure in attaching the Consolidated Financial Statementspursuant to Section 129(3) of the Act and SEBI Listing Regulations and prepared inaccordance with the Accounting Standards prescribed by the Institute of CharteredAccountants of India in this regard.

In accordance with the Section 129(3) of the Act and Accounting Standard (AS) 21 onConsolidated Financial Statements the audited Consolidated Financial Statements areprovided in this Annual Report.

Corporate Governance

Your Company is in compliance with the Corporate Governance guidelines as laid out inthe SEBI Listing Regulations.

As per Regulation 34 (3) read with Schedule V of the SEBI Listing Regulations aseparate section on corporate governance practices followed by the Company together witha certificate from M/s. Haribhakti & Co. LLP Chartered Accountants confirmingcompliance forms an integral part of this Report.

The annual report of the Company contains a certificate by the Chairman and ManagingDirector in terms of SEBI Listing Regulations on the compliance declarations received fromthe Directors and the Senior Management personnel and a Certificate by M/s. Haribhakti& Co. LLP Chartered Accountants who have examined the requirements of CorporateGovernance with reference to SEBI Listing Regulations and have certified the complianceas required under SEBI Listing Regulations.

Internal control systems and their adequacy:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and the auditor has notidentified any material weakness relating to financial reporting

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as " ANNEXURE III".

SHARE CAPITAL

The Paid up Share Capital as on 31.3.2017 was Rs.11.74 crore. During the year underreview the Company has not issued any shares.

Directors and Key Managerial Personnel

During the year the tenure of Mr. Shilpan Patel as Chairman & Managing Directorand Mr. Neil Patel as Wholetime Director of the Company expired on 31 March 2017. TheBoard of Directors of the Company at its Meeting held on 27 May 2017 subject to the st thapproval of the shareholders re-appointed Mr. Shilpan Patel as Chairman & ManagingDirector and Mr. Neil Patel who was earlier designated as Whole time Director of theCompany be and is hereby re-designated as Joint Managing Director for a further term of 3(three) years with effect from 1 April 2017. st The Board upon the recommendations of theNomination and Remuneration Committee at its Meeting held on 13 February 2017 thappointed Mr. Dinkarray Trivedi (DIN: 00380306) as an Additional (Independent) Director.w.e.f. 13 February 2017. Necessary th resolution for seeking approval of members for hisappointment in the said office is included in the Notice of Annual General Meeting.

In accordance with the provisions of the Act none of the Independent Directors isliable to retire by rotation. Pursuant to the provisions of Section 152 of the CompaniesAct 2013 Mr. Neil Patel shall retire by rotation at the ensuing Annual General Meetingand being eligible offer himself for re-appointment. The Board recommends hisappointment.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of Independence as prescribed under Section149(6) of the Act and Regulation 16 (1) (b) of the SEBI Listing Regulations.

Details of the Director seeking appointment at the Annual General Meeting as requiredin terms of Regulation 36(3) of the SEBI Listing Regulations is provided in the Annexureto the Explanatory Statement to the Notice.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company are Mr. Shilpan Patel Chairman & Managing Director Mr. Neil Patel WholeTime Director Mr. Hitesh Punglia Chief Financial Officer and Ms. Poonam Bansal CompanySecretary of the Company. The Remuneration and other details of Key Managerial Personnelfor the financial year ended March 31 2017 are mentioned in the Extract of the AnnualReturn which is attached to the Board's Report.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulation 2015the Board has carried out an evaluation of its own performance the directors individuallyas well as the evaluation of the working of its Audit Appointment & RemunerationCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.

Meetings

During the year four Board Meetings and four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

Further a separate Meeting of the Independent Directors of the Company was also heldon 13 February 2017 whereat the prescribed th items enumerated under Schedule IV to theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 were discussed.

Audit Committee

The Audit Committee comprises Independent Directors namely of Mr. Harish Mishra Mr.Haresh Mehta and Ms. Suneeta Thakur and Executive Director Mr. Neil Patel . The Chairmanof the Committee is Mr. Harish Mishra. All the recommendations made by the Audit Committeewere accepted by the Board.

Vigil Mechanism / Whistle Blower Policy:

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement includes an Ethics & Compliance Task Force comprisingsenior executives of the Company. Protected disclosures can be made by a whistle blowerthrough an e-mail or dedicated telephone line or a letter to theTask Force or to theChairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policymay be accessed on the Company's website at the link:

http://www.arrowgreentech.com/images/policies/Whistle%20Blower%20Policy.pdf

Nomination and Remuneration Committee

As at March 31 2017 the Nomination and Remuneration Committee comprised of threeIndependent Directors namely Mr. Haresh Mehta Mr. Harish Mishra and Mr. Dinesh Modi.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy recommended by the Nomination and RemunerationCommittee is duly approved by the Board of Directors of the Company and the RemunerationPolicy of the Company may be accessed on the Company's website at the link:

http://www.arrowgreentech.com/images/policies/nomination-remuneration-policy.pdf

Corporate Social Responsibility Initiatives

Pursuant to Section 135 of the Act a Corporate Social Responsibility (CSR) Committeewas constituted. As at March 31 2017 the CSR Committee comprised of one ExecutiveDirector and two Independent Directors namely Mr. Shilpan Patel Mr. Haresh Mehta and Mr.Harish Mishra.

Corporate Social Responsibility Policy recommended by CSR Committee of the Directorshas been approved by the Board of Directors of the Company. The same is available on thewebsite of the Company may be accessed on the Company's website at the link:http://www.arrowgreentech.com/images/policies/CSR_Policy.pdf

The disclosure relating to the amount spent on Corporate Social Responsibilityactivities of the Company for the financial year ended March 31 2017 is attached to thisReport as Annexure-IV.

Related Party Transactions:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial

Personnel or other designated persons which may have potential conflict with interestof the company at large

Particulars of Employees and related disclosures

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Financial Statement are being sent to the Members and others entitled theretoexcluding the information on employees' particulars which is available for inspection bythe Members at the Registered Office of the Company during business hours on working daysof the Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.

Risk management policy

Pursuant to the requirement of Section 134 (3) (n) of the Act the Company has in placea structured risk management policy. The Risk management process is designed to safeguardthe organisation from various risks through adequate and timely actions. It is designed toanticipate evaluate and mitigate risks in order to minimize its impact on the business.

Directors' Responsibility Statement

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

i) in the preparation of the annual accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures; ii) thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are responsible and prudent so as to give a true and fairview of the state of affairsof the Company for the financial yearended on 31st March 2017and of the profit/loss of the Company for the period under review; iii) the directors hadtaken proper and sufficient care of the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; iv) the directors hadprepared the accounts on a going concern basis. v) The directors had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively. vi) The directors had devised proper systemto ensure compliance with the provisions of all applicable laws and that such system wereadequate and operating effectively.

Industrial Relations:

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

General

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.

2. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

3. Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

Acknowledgements:

Your Directors would like to express their grateful appreciation for the assistance andco-operation received from the Financial Institution Banks Government AuthoritiesVendors and Shareholders and all organizations connected with its business during the yearunder review. Your Directors also wish to place a record their deep sense of appreciationfor the committed services of Executives Staff and Workers of the Company.

For and on behalf of the Board of Directors
Place: Mumbai Shilpan P. Patel
Date: 27 May 2017 th Chairman & Managing Director
DIN: 00341068