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Arrow Textiles Ltd.

BSE: 533068 Sector: Industrials
NSE: ARROWTEX ISIN Code: INE933J01015
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HIGH

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OPEN 36.05
PREVIOUS CLOSE 36.65
VOLUME 5288
52-Week high 59.70
52-Week low 26.40
P/E 16.17
Mkt Cap.(Rs cr) 68.64
Buy Price 36.05
Buy Qty 476.00
Sell Price 0.00
Sell Qty 0.00
OPEN 36.05
CLOSE 36.65
VOLUME 5288
52-Week high 59.70
52-Week low 26.40
P/E 16.17
Mkt Cap.(Rs cr) 68.64
Buy Price 36.05
Buy Qty 476.00
Sell Price 0.00
Sell Qty 0.00

Arrow Textiles Ltd. (ARROWTEX) - Director Report

Company director report

TO THE SHAREHOLDERS

Your Directors have pleasure in presenting the Eighth Directors’ Report of yourCompany along with the financial statements for the financial year ended 31stMarch 2015.

1. Operating Results

Certain key aspects of your Company’s performance during the financial year ended31st March 2015 as compared to the previous financial year are summarisedbelow:

(Rs. in ‘000)

Particulars Year Ended 31.03.2015 Year Ended 31.03.2014
Income for the year 479767.55 427388.03
Profit before Interest Depreciation and Tax 121318.45 100397.97
Finance Charges 13056.79 15954.45
Profit before Depreciation and Taxes 108261.66 84443.52
Depreciation & Amortisation 39007.15 31738.64
Provisions for Taxation/ Deferred Tax 21953.70 16928.24
Prior Period Items / Exceptional Items 5.86 33.22
Minority Interest & Profit from Associate Company Nil Nil
Net Profit for the Current Year 47294.95 35743.42
Earlier Years Balance Brought forward 64894.13 30780.76
Net Profit available for Appropriation 112189.08 66524.18
Transfer to General Reserves Nil Nil
Balance carried to Balance Sheet 112189.08 66524.18

2. Dividend

The Directors do not recommend any dividend for the Financial Year ended 31stMarch 2015.

3. Share Capital

There was no change in the Company’s share capital during the year under review.

The Company’s paid up equity share capital remained at Rs. 190439390 comprisingof 19043939 equity shares of Rs. 10/- each.

4. OVERVIEW OF OPERATIONS:

During the year under review your Company recorded a total income of Rs. 479767.55(‘000) and Net Profit of Rs. 47294.95 (‘000). For further information kindlyrefer to Management Discussion and Analysis Report forming part of this Annual report.

5. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act 2013and as prescribed in Form No. MGT-9 of the Companies (Management and Administration)Rules 2014 is appended as Annexure I to this Annual Report.

6. NUMBER OF MEETINGS OF THE BOARD

The Board met four times in financial year 2014-15 viz. on 28th May 20144th August 2014 5th November 2014 and 2nd February2015.

7. Directors’ RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

i. In the preparation of the annual accounts for financial year ended 31stMarch 2015 the applicable accounting standards have been followed along with properexplanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at 31st March 2015 and of theprofit of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts for financial year ended 31st March2015 on a ‘going concern’ basis.

v. The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and have been operatingefficiently.

vi. The Directors have devised proper systems to ensure compliance with provisions ofall applicable laws and that such systems were adequate and operating effectively.

8. DECLARATION BY INDEPENDENT Directors

The Independent Directors of the Company have submitted the declaration of Independenceas required under Section 149(7) of the Companies Act 2013 confirming that they meet thecriteria of independence under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.

9. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Companies Act 2013is appended as Annexure II to this Annual Report.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2014-15 your Company has entered into transactions withrelated parties as defined under section 2(76) of the Companies Act 2013 read with theCompanies (Specification and Definitions Details) Rules 2014 in accordance with theprovisions of the Companies Act 2013 Rules issued thereunder and Clause 49 of theListing Agreement. During the financial year 2014-15 the Company has not entered intotransactions with related parties which qualify as material transactions under the ListingAgreement. The Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act 2013 readwith Rule 8(2) of the Companies(Accounts) Rules 2014 is set out as Annexure III tothis Annual Report.

The details of related party transactions as required under Accounting Standard-18 areset out in notes to accounts to the Financial Statements forming part of this AnnualReport.

Policy on related party transactions is available on Company’s website and thesame may be accessed at the linkhttp://www.arrowtextiles.com/Related-Party-Transaction-Policy.pdf.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the Report.

13. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134(3)(m) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 is given in Annexure IV to thisAnnual Report.

14. BUSINESS RISK MANAGEMENT

Pursuant to Clause 49 of the Listing Agreement the Company has constituted a RiskManagement Committee (RMC). The Committee comprises of Mr. Aditya Mangaldas Mr. ChandArora and Mr. Aurobind Patel. Terms of Reference of Risk Management Committee are asfollows:

1. To lay down a framework for identification measurement analysis evaluationprioritization mitigation & reporting of various risks in line with the RiskManagement Policy of the Company.

2. To review the strategies policies frameworks models and procedures that lead tothe identification measurement reporting and mitigation of various risks.

3. To implement risk mitigation plans in the interest of the Company.

4. To help the Board define the risk appetite of the organization and to ensure thatthe risk is not higher than the risk appetite determined by the Board.

5. To safeguard Company’s properties interests and interest of all stakeholders.

6. To evolve the culture processes and structures that are directed towards theeffective management of potential opportunities and adverse effects which the businessand operations of the Company are exposed to.

7. To optimize a balance between the cost of managing risk and the anticipatedbenefits.

8. To monitor the effectiveness of risk management functions throughout theorganization. Ensure that infrastructure resources and systems are in place for riskmanagement and are adequate to maintain a satisfactory level of risk managementdiscipline.

9. To create awareness among the employees to assess risks on a continuous basis and toensure that risk awareness culture is pervasive throughout the organization.

10. To review issues raised by Internal Audit that impact the risk managementframework.

11. To review and approve risk disclosure statements.

The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company’s competitive advantage.

The business risk framework defines the risk identification and its management approachacross the enterprise at various levels including documentation and reporting. Theframework helps in identifying risks trend exposure and potential impact analysis on aCompany’s business.

15. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy for Directors and Employees to reportgenuine concerns and to provide for adequate safeguards against victimization of personswho may use such mechanism. The said policy is posted on the Company’s websitewww.arrowtextiles.com.

16. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual evaluation of its own performanceperformance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria for theBoard its Committees and Directors.

The Board’s functioning was evaluated on various aspects including inter aliadegree of fulfillment of key responsibilities Board structure and compositionestablishment and delineation of responsibilities to various Committees effectiveness ofBoard processes information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the management outside Board/ CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement by allBoard members.

Areas on which the Committees of the Board were assessed included degree of fulfillmentof key responsibilities adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Board as a whole. The Nomination and RemunerationCommittee also reviewed the performance of the Board its Committees and of the Directors.

17. SUBSIDIARY COMPANIES

The Company does not have any subsidiaries. However the Company has formulated policyfor determining material subsidiary and the same is available on Company’s websiteand the same may be accessed at the linkhttp://www.arrowtextiles.com/Policy-for-Determining-Material-Subsidiaries.pdf.

18. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013

During the year under review the Company has not accepted any deposit from the public.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

20. INTERNAL CONTROL SYSTEM

The Company has an internal financial control system commensurate with the size andscale of its operations and the same has been operating effectively. The Internal Auditorevaluates the efficacy and adequacy of internal control system accounting procedures andpolicies adopted by the Company for efficient conduct of its business adherence toCompany’s policies safeguarding of Company’s assets prevention and detectionof frauds and errors and timely preparation of reliable financial information etc. Basedon the report of internal audit function process owners undertake corrective action intheir respective areas and thereby strengthen the controls. Significant audit observationsand corrective actions thereon are presented to the Audit Committee of the Board.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6)(e) of the Companies Act 2013 Mr.Chand Arora (DIN : 00016583) Director of the Company will retire by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Chand Arora (DIN : 00016583) Managing Director and Ms. Sushama Vesvikar CompanySecretary of the Company are the Key Managerial Personnel as per the provisions of Section203 of the Companies Act 2013 and Rules made there under and were already in officebefore the commencement of the Companies Act 2013. Further during the year pursuant toprovisions of the Companies Act 2013 Mr. Ulhas Jagannath Kale was appointed as KeyManagerial Personnel of the Company to be designated as Chief Financial Officer (CFO) ofthe Company w.e.f. 4th August 2014.

Further Mr. Harshvardhan Piramal (DIN : 00044972) ceased to be a Director of theCompany w.e.f. 25th September 2014. The Board places on record itsappreciation for the valuable services and guidance given by Mr. HarshavardhanPiramal (DIN : 00044972) to the Company during his tenure as Director of the Company.

22. AUDITORS

1. Statutory Auditor

The Board of Directors recommends to re-appoint M/s. Amit Desai & Co. CharteredAccountants as Statutory Auditors of the Company who were appointed as Statutory Auditorsof the Company at last Annual General Meeting to hold office from the conclusion of 7thAnnual General Meeting till the conclusion of 10th Annual General meetingsubject to ratification of their appointment at every Annual General Meeting. The Board ofDirectors of the Company at its meeting held on 12th May 2015 recommended tomembers of the Company ratification of appointment of M/s. Amit Desai & Co. CharteredAccountants as the Statutory Auditors of the Company for financial year 2015-2016.

There are no qualifications reservations or adverse remarks or disclaimers made byStatutory Auditors in their report.

Your Company has received a letter from M/s. Amit Desai & Co. to the effect thattheir re-appointment if made would be under the second and third proviso to Section 139(1) of the Act and that they are not disqualified within the meaning of Section 141 of the2013 Act read with Rule 4(1) of the Companies (Audit and Auditors) Rules 2014.

2. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed A. K. Jain & Co. a firm of Company Secretaries in Practice to undertakethe Secretarial Audit of the Company for the year ended 31st March 2015. TheSecretarial Audit Report is annexed as Annexure V to this Annual Report.

There are no qualifications reservations or adverse remarks or disclaimers made bySecretarial Auditor of the Company in his secretarial audit report.

23. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement the Management Discussion &Analysis Report and Corporate Governance Report together with Certificate from PracticingCompany Secretary on compliance with the conditions of Corporate Governance as laid downforms part of this Annual Report.

24. AUDIT COMMITTEE OF THE COMPANY:

The Company’s Audit Committee comprises the following Directors:

1. Mr. Aditya Mangaldas (Chairman);

2. Mr. Chand Arora;

3. Mr. Aurobind Patel

The composition of the Audit Committee is in compliance with the requirements ofSection 177 of the Companies Act 2013 and Clause 49 of the Listing Agreement.

25. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules and disclosures pertaining to remunerationand other details as required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are providedin Annexure VI to this Annual Report.

26. ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation of the co-operation received fromshareholders bankers and other business constituents during the year under review. YourDirectors also wish to place on record their deep sense of appreciation for the commitmentdisplayed by all executives officers and staff resulting in the successful performanceof the Company during the year.

By Order of the Board of Directors
JAYDEV MODY
Mumbai 27th July 2015 Chairman

Registered Office:

Plot No. 101-103

19th Street MIDC

Satpur Nasik - 422 007 Maharashtra.

CIN: L51494MH2008PLC178384

Email ID: secretarial@arrowtextiles.com

Website: www.arrowtextiles.com

Tel No : 91-253-3918200

Fax No : 91-253-3918220

ANNEXURE I

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH 2015

[PURSUANT TO SECTION 92(3) AND RULE 12(1) OF THE COMPANIES (MANAGEMENT ANDADMINISTRATION) RULES 2014]

I. REGISTRATION AND OTHER DETAILS

i. CIN L51494MH2008PLC178384
ii. Registration Date 30th January 2008
iii. Name of the Company Arrow Textiles Limited
iv. Category / Sub-Category of the Company Category: Company Limited by Shares
Sub-category : Indian Non-Government Company
v. Address of the Registered office and contact details Plot No. 10-103
19th Street MIDC
Satpur Nasik - 422 007 Maharashtra.
Email ID: secretarial@arrowtextiles.com
Tel No : 91-253-3918200
Fax No : 91-253-3918220
vi. Whether listed company (Yes / No) Yes
vii. Name Address and Contact details of Registrar and Transfer Agent if any Freedom Registry Limited
Plot No. 101/102 19th Street MIDC
Satpur Nashik - 422 007 Maharashtra.
Email ID : support@freedomregistry.in
Tel No : 91-253-2354032 2363372
Fax : 91-253-2351126

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of theCompany on standalone basis are as under:

Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the Company
1. Woven Tape 2473 23.55
2. Woven Label 2679 36.81
3. Fabric Printed Label 2699 39.14

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No. Name and Address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable Section
NA*

* The Company does not have any subsidiary.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

No. of shares held at the beginning of the year No. of shares held at the end of the year
Sr. no. Category of Shareholders Demat Physical Total % of Total shares Demat Physical Total % of Total shares % Change during year
A. Promoters
1) Indian
a) Individual/HUF 58671 0 58671 0.31 68671 0 68671 0.36 0.05
b) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00
c) State Govt (s) 0 0 0 0.00 0 0 0 0.00 0.00
d) Bodies Corp. 75117 0 75117 0.39 65117 0 65117 0.34 (0.05)
e) Banks/ FI 0 0 0 0.00 0 0 0 0.00 0.00
f) Any Other 0 0 0 0.00 0 0 0 0.00 0.00
(f1) Trusts 12935228 0 12935228 67.93 12936114 0 12936114 67.93 0.00
Sub-total (A) (1):- 13069016 0 13069016 68.63 13069902 0 13069902 68.63 0.00
2) Foreign
a) NRIs- Individuals 0 0 0 0.00 0 0 0 0.00 0.00
b) Other- Individuals 0 0 0 0.00 0 0 0 0.00 0.00
c) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0.00
d) Banks/ FI 0 0 0 0.00 0 0 0 0.00 0.00
e) Any Other 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (A) (2):- 0 0 0 0.00 0 0 0 0.00 0.00
Total Shareholding of Promoters (A) = (A) (1)+(A)(2) 13069016 0 13069016 68.63 13069902 0 13069902 68.63 0.00
B. Public Shareholding
1) Institutions
a) Mutual Funds / UTI 0 0 0 0.00 0 0 0 0.00 0.00
b) Banks / FI 2287 0 2287 0.01 2287 0 2287 0.01 0.00
c) Central Govt. 0 0 0 0.00 0 0 0 0.00 0.00
d) State Govt.(s) 0 0 0 0.00 0 0 0 0.00 0.00
e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
g) FIIs 0 0 0 0.00 0 0 0 0.00 0.00
h) Foreign Venture Capital 0 0 0 0.00 0 0 0 0.00 0.00
Funds
i) Others (specify) 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total (B)(1): 2287 0 2287 0.01 2287 0 2287 0.01 0.00
2) Non-Institutions
a) Bodies Corporate
i) Indian 1382623 9463 1392086 7.31 719626 9463 729089 3.83 (3.48)
ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00
b) Individuals
i) Individual Shareholders holding nominal share capital upto share capital upto Rs. 1 lakh 3958180 457676 4415856 23.19 4481921 443183 4925104 25.86 2.67
ii) Individual Shareholders holding nominal share capital in excess of Rs. 1 lakh 134500 0 134500 0.71 246369 0 246369 1.29 0.59
c) Others (specify)
(c1) Clearing Member 3538 0 3538 0.02 25981 0 25981 0.14 0.12
(c2) NRIs 25170 1486 26656 0.14 43721 1486 45207 0.24 0.10
Sub-Total (B)(2): 5504011 468625 5972636 31.36 5517618 454132 5971750 31.36 0.00
Total Public Shareholding (B)=(B)(1)+(B)(2) 5506298 468625 5974923 31.37 5519905 454132 5974037 31.37 0.00
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0.00 0 0 0 0.00 0.00
Grand Total (A+B+C) 18575314 468625 19043939 100.00 18589807 454132 19043939 100.00 0.00

(ii) Shareholding of Promoters

No.of shares held at the beginning of the year No.of shares held at the end of the year
Sr. no. Name of Shareholders Number of shares held % of total Shares of the Company % of Shares Pledged / encumbered to total shares Number of shares held % of total Shares of the Company % of Shares Pledged / encumbered to total shares % change in shareholding during the year
1 Jaydev Mody 281 0.00 0.00 281 0.00 0.00 0.00
2 Ambika G. Singhania - Kothari 11842 0.06 0.00 11842 0.06 0.00 0.00
3 Gopika Singhania 10966 0.06 0.00 10966 0.06 0.00 0.00
4 Chand Vishnudatta Arora 24877 0.13 0.00 24877 0.13 0.00 0.00
5 Highland Resorts LLP 38097 0.20 0.00 28097 0.15 0.00 (0.05)
6 Aarti Management Consultancy Pvt. Ltd. 2 0.00 0.00 2 0.00 0.00 0.00
7 Aditi Management Consultancy Pvt. Ltd. 2 0.00 0.00 2 0.00 0.00 0.00
8 Anjoss Trading Pvt. Ltd. 2 0.00 0.00 2 0.00 0.00 0.00
9 Delta Corp Ltd. 2 0.00 0.00 2 0.00 0.00 0.00
10 Onestar Mercantile Company Pvt. Ltd. 37012 0.19 0.00 37012 0.19 0.00 0.00
11 *Aryanish Finance & Investments Pvt. Ltd. 4313082 22.65 0.00 4313254 22.65 0.00 0.00
12 *Bayside Property Developers Pvt. Ltd. 4310855 22.64 0.00 4311569 22.64 0.00 0.00
13 *Delta Real Estate Consultancy Pvt. Ltd. 4311291 22.64 0.00 4311291 22.64 0.00 0.00
14 Kalpana Singhania 10705 0.06 0.00 15705 0.08 0.00 0.02
15 Urvi Piramal A 0 0.00 0.00 5000 0.03 0.00 0.03
Total 13069016 68.63 0.00 13069902 68.63 0.00 0.00

*Aryanish Finance and Investments Private Limited Bayside Property Developers PrivateLimited and Delta Real Estate Consultancy Private Limited are holding Equity Shares in thecapacity of trustees for Aarti J Mody Trust Aditi J Mody Trust and Anjali J. Mody Trustrespectively.

(iii) Change in Promoters’ Shareholding (please specify if there is no change)

Sr. no. Name Shareholding Date Increase / (Decrease) in Shareholding Reason Cumulative Shareholding during the year (01.04.2014 to 31.03.2015)
No. of Shares at the beginning (01.04.2014) / end of the year (31.03.2015) % of total Share of the Company No of Shares % of total Shares of the Company
1 Jaydev Mody 281 0.00 01.04.2014 0 Nil movement during the year 281 0.00
281 0.00 31.03.2015
2 Ambika G. Singhania -Kothari 11842 0.06 01.04.2014 0 Nil movement during the year 11842 0.06
11842 0.06 31.03.2015
3 Gopika Singhania 10966 0.06 01.04.2014 0 Nil movement during the year 10966 0.06
10966 0.06 31.03.2015
4 Chand Arora 24877 0.13 01.04.2014 0 Nil movement during the year 24877 0.13
24877 0.13 31.03.2015
5 Highland Resorts LLP 38097 0.20 01.04.2014
04.09.2014 (5000) Transfer 33097 0.17
18.09.2014 (5000) Transfer 28097 0.15
28097 0.15 31.03.2015
6 Aarti Management Consultancy Pvt. Ltd. 2 0.00 01.04.2014 0 Nil movement during the year 2 0.00
2 0.00 31.03.2015
7 Aditi Management Consultancy Pvt. Ltd. 2 0.00 01.04.2014 0 Nil movement during the year 2 0.00
2 0.00 31.03.2015
8 Anjoss Trading Pvt. Ltd. 2 0.00 01.04.2014 0 Nil movement during the year 2 0.00
2 0.00 31.03.2015
9 Delta Corp Ltd. 2 0.00 01.04.2014 0 Nil movement during the year 2 0.00
2 0.00 31.03.2015
10 Onestar Mercantile Company Pvt. Ltd. 37012 0.19 01.04.2014 0 Nil movement during the year 37012 0.19
37012 0.19 31.03.2015
11 *Aryanish Finance & Investments Pvt. Ltd. 4313082 22.65 01.04.2014
07.04.2014 50 Transfer 4313132 22.65
09.04.2014 122 Transfer 4313254 22.65
4313254 22.65 31.03.2015
12 *Bayside Property Developers Pvt. Ltd. 4310855 22.64 01.04.2014 439 Transfer 4311294 22.64
02.04.2014 100 Transfer 4311394 22.64
04.04.2014 175 Transfer 4311569 22.64
4311569 22.64 31.03.2015
13 *Delta Real Estate Consultancy Pvt. Ltd 4311291 22.64 01.04.2014 0 Nil movement during the year 4311291 22.64
4311291 22.64 31.03.2015
14 Urvi Piramal A 0 0.00 01.04.2014
04.09.2014 5000 Transfer 5000 0.03
5000 0.03 31.03.2015
15 Kalpana Singhania 10705 0.06 01.04.2014
18.09.2014 5000 Transfer 15705 0.08
15705 0.08 31.03.2015

*Aryanish Finance and Investments Private Limited Bayside Property Developers PrivateLimited and Delta Real Estate Consultancy Private Limited are holding Equity Shares in thecapacity of trustees for Aarti J Mody Trust Aditi J Mody Trust and Anjali J. Mody Trustrespectively.

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

Sr. no. Name Shareholding Date Increase / (Decrease) in Shareholding Reason Cumulative Shareholding during the year (01.04.2014 to 31.03.2015)
No. of Shares at the beginning (01.04.2014) / end of the year (31.03.2015) % of total Share of the Company No of Shares % of total Shares of the Company
1 IDBI Trusteeship Services Ltd.(India Advantage Fund III)# 862800 4.53 01.04.2014
17.10.2014 (243) Transfer 862557 4.53
24.10.2014 (8193) Transfer 854364 4.49
31.10.2014 (1051) Transfer 853313 4.48
14.11.2014 (312739) Transfer 540574 2.84
21.11.2014 (279338) Transfer 261236 1.37
28.11.2014 (100000) Transfer 161236 0.85
05.12.2014 (70761) Transfer 90475 0.48
12.12.2014 (6269) Transfer 84206 0.44
19.12.2014 (84206) Transfer 0 0.00
0 0.00 31.03.2015
#Ceased to be in the list of Top 10 shareholders as on 31-03-2015. The same is reflected above since the shareholder was one of the Top 10 shareholder as on 01.04.2014.
2. New Deal Multitrade Pvt. Ltd. 182000 0.96 01.04.2014 0 Nil movement during the year 182000 0.96
182000 0.96 31.03.2015
3. Sudhir Nagesh Lolayekar 134500 0.71 01.04.2014 0 Nil movement during the year 134500 0.71
134500 0.71 31.03.2015
4. Rajiv Narenkumar Punater # 97548 0.51 01.04.2014
09.05.2014 (1500) Transfer 96048 0.50
01.08.2014 (1483) Transfer 94565 0.50
19.09.2014 (2000) Transfer 92565 0.49
30.09.2014 (12000) Transfer 80565 0.42
03.10.2014 (1150) Transfer 79415 0.42
10.10.2014 (2500) Transfer 76915 0.40
17.10.2014 (1828) Transfer 75087 0.39
07.11.2014 (3000) Transfer 72087 0.38
14.11.2014 (4750) Transfer 67337 0.35
21.11.2014 (702) Transfer 66635 0.35
28.11.2014 (5500) Transfer 61135 0.32
05.12.2014 (4500) Transfer 56635 0.30
12.12.2014 (1900) Transfer 54735 0.29
19.12.2014 (7000) Transfer 47735 0.25
31.12.2014 (6000) Transfer 41735 0.22
09.01.2015 (1735) Transfer 40000 0.21
06.03.2015 (4000) Transfer 36000 0.19
13.03.2015 (6500) Transfer 29500 0.15
20.03.2015 (4500) Transfer 25000 0.13
27.03.2015 (14000) Transfer 11000 0.06
31.03.2015 (1900) Transfer 9100 0.05
9100 0.05 31.03.2015
# Ceased to be in the list of Top 10 shareholders as on 31-03-2015. The same is reflected above since the shareholder was one of the Top 10 shareholder as on 01.04.2014.
5. Kishor Gopalji Sheth 92658 0.49 01.04.2014
20.03.2015 (1000) Transfer 91658 0.48
31.03.2015 (6000) Transfer 85658 0.45
85658 0.45 31.03.2015
6. Puregold Trading Company Pvt. Ltd. # 73643 0.39 01.04.2014
02.05.2014 (500) Transfer 73143 0.38
09.05.2014 (966) Transfer 72177 0.38
16.05.2014 (3545) Transfer 68632 0.36
23.05.2014 (2000) Transfer 66632 0.35
30.05.2014 (2000) Transfer 64632 0.34
06.06.2014 (8000) Transfer 56632 0.30
13.06.2014 (3700) Transfer 52932 0.28
20.06.2014 (500) Transfer 52432 0.28
04.07.2014 (3500) Transfer 48932 0.26
11.07.2014 (3500) Transfer 45432 0.24
25.07.2014 (2000) Transfer 43432 0.23
08.08.2014 (1000) Transfer 42432 0.22
14.08.2014 (1100) Transfer 41332 0.22
29.08.2014 (450) Transfer 40882 0.21
12.09.2014 (4500) Transfer 36382 0.19
19.09.2014 (1000) Transfer 35382 0.19
09.01.2015 (10783) Transfer 24599 0.13
16.01.2015 (14500) Transfer 10099 0.05
23.01.2015 (5000) Transfer 5099 0.03
30.01.2015 (3000) Transfer 2099 0.01
06.02.2015 (500) Transfer 1599 0.01
13.02.2015 (1599) Transfer 0 0.00
0 0.00 31.03.2015
# Ceased to be in the list of Top 10 shareholders as on 31-03-2015. The same is reflected above since the shareholder was one of the Top 10 shareholder as on 01.04.2014.
7. Cyrus Shavak Patel # 60000 0.32 01.04.2014
13.06.2014 (20000) Transfer 40000 0.21
31.12.2014 (40000) Transfer 0 0.00
0 0.00 31.03.2015
# Ceased to be in the list of Top 10 shareholders as on 31-03-2015. The same is reflected above since the shareholder was one of the Top 10 shareholder as on 01.04.2014.
8. Rama Jaisukhlal 55270 0.29 01.04.2014
Vora # 11.07.2014 (30270) Transfer 25000 0.13
30.09.2014 (25000) Transfer 0 0.00
0 0.00 31.03.2015
# Ceased to be in the list of Top 10 shareholders as on 31-03-2015. The same is reflected above since the shareholder was one of the Top 10 shareholder as on 01.04.2014.
9. Jatin Liladhar 52926 0.28 01.04.2014
Dedhia # 31.12.2014 (17926) Transfer 35000 0.18
09.01.2015 (10000) Transfer 25000 0.13
16.01.2015 (10000) Transfer 15000 0.08
06.03.2015 (5000) Transfer 10000 0.05
27.03.2015 (10000) Transfer 0
0 0.00 31.03.2015
# Ceased to be in the list of Top 10 shareholders as on 31-03-2015. The same is reflected above since the shareholder was one of the Top 10 shareholder as on 01.04.2014.
10. Puneeta Akash Tandon 52072 0.27 01.04.2014
# 21.11.2014 (52072) Transfer 0 0.00
0 0.00 31.03.2015
# Ceased to be in the list of Top 10 shareholders as on 31-03-2015. The same is reflected above since the shareholder was one of the Top 10 shareholder as on 01.04.2014.
11. Ashok Gopaldas Patel 50000 0.26 01.04.2014
# 28.11.2014 50000 Transfer 100000 0.53
100000 0.53 31.03.2015
# Not in the list of Top 10 shareholders as on 01-04-2014. The same has been reflected above since the shareholder was one of the Top 10 shareholders as on 31.03.2015.
12. A C Agarwal Share 0 0.00 01.04.2014
Brokers Pvt. Ltd. # 30.09.2014 2500 Transfer 2500 0.01
14.11.2015 (2500) Transfer 0 0.00
09.01.2015 250 Transfer 250 0.00
06.03.2015 32837 Transfer 33087 0.17
27.03.2015 6000 Transfer 39087 0.21
31.03.2015 12000 Transfer 51087 0.27
51087 0.27 31.03.2015
# Not in the list of Top 10 shareholders as on 01-04-2014. The same has been reflected above since the shareholder was one of the Top 10 shareholders as on 31.03.2015.
13. Garett Thomas # 0 0.00 01.04.2014
06.03.2015 55167 Transfer 55167 0.29
55167 0.29 31.03.2015
# Not in the list of Top 10 shareholders as on 01-04-2014. The same has been reflected above since the shareholder was one of the Top 10 shareholders as on 31.03.2015.
14. Bonanza Portfolio Ltd. # 441 0.00 01.04.2014
20.06.2014 200 Transfer 641 0.00
04.07.2014 9000 Transfer 9641 0.05
11.07.2014 (8500) Transfer 1141 0.01
18.07.2014 (500) Transfer 641 0.00
25.07.2014 588 Transfer 1229 0.01
01.08.2014 (88) Transfer 1141 0.01
08.08.2014 (500) Transfer 641 0.00
14.08.2014 11 Transfer 652 0.00
22.08.2014 (11) Transfer 641 0.00
29.08.2014 3189 Transfer 3830 0.02
05.09.2014 (836) Transfer 2994 0.02
12.09.2014 831 Transfer 3825 0.02
19.09.2014 (3184) Transfer 641 0.00
14.11.2014 2500 Transfer 3141 0.02
21.11.2014 (500) Transfer 2641 0.01
05.12.2014 (100) Transfer 2541 0.01
19.12.2014 1450 Transfer 3991 0.02
31.12.2014 2035 Transfer 6026 0.03
09.01.2015 5100 Transfer 11126 0.06
16.01.2015 (1300) Transfer 9826 0.05
23.01.2015 1650 Transfer 11476 0.06
30.01.2015 2100 Transfer 13576 0.07
06.02.2015 (1975) Transfer 11601 0.06
13.02.2015 382 Transfer 11983 0.06
20.02.2015 (1100) Transfer 10883 0.06
27.02.2015 5900 Transfer 16783 0.09
06.03.2015 200 Transfer 16983 0.09
13.03.2015 6350 Transfer 23333 0.12
20.03.2015 6450 Transfer 29783 0.16
27.03.2015 12146 Transfer 41929 0.22
31.03.2015 5600 Transfer 47529 0.25
47529 0.25 31.03.2015
# Not in the list of Top 10 shareholders as on 01-04-2014. The same has been reflected above since the shareholder was one of the Top 10 shareholders as on 31.03.2015.
15. Dipak Kanayalal Shah # 0 0.00 01.04.2014
11.07.2014 15000 Transfer 15000 0.08
29.08.2014 15000 Transfer 30000 0.16
12.09.2014 7786 Transfer 37786 0.20
19.09.2014 1400 Transfer 39186 0.21
30.09.2014 20158 Transfer 59344 0.31
03.10.2014 5000 Transfer 64344 0.34
17.10.2014 656 Transfer 65000 0.34
24.10.2014 7000 Transfer 72000 0.38
07.11.2014 3000 Transfer 75000 0.39
75000 0.39 31.03.2015
# Not in the list of Top 10 shareholders as on 01-04-2014. The same has been reflected above since the shareholder was one of the Top 10 shareholders as on 31.03.2015.
16. Lukman Munavar Patel # 0 0.00 01.04.2014
06.03.2015 50000 Transfer 50000 0.26
50000 0.26 31.03.2015
# Not in the list of Top 10 shareholders as on 01-04-2014. The same has been reflected above since the shareholder was one of the Top 10 shareholders as on 31.03.2015.
17. Satya Prakash Mittal # 0 0.00 01.04.2014
14.09.2014 67354 Transfer 67354 0.35
21.11.2014 86979 Transfer 154333 0.81
28.11.2014 (55) Transfer 154278 0.81
05.12.2014 5 Transfer 154283 0.81
12.12.2014 345 Transfer 154628 0.81
31.12.2014 (10056) Transfer 144572 0.76
09.01.2015 (26291) Transfer 118281 0.62
30.01.2015 (1696) Transfer 116585 0.61
06.02.2015 (2065) Transfer 114520 0.60
13.02.2015 (1586) Transfer 112934 0.59
20.02.2015 (1065) Transfer 111869 0.59
111869 0.59 31.03.2015
# Not in the list of Top 10 shareholders as on 01-04-2014. The same has been reflected above since the shareholder was one of the Top 10 shareholders as on 31.03.2015.

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. no. Name Shareholding Date Increase / (Decrease) in Shareholding Reason Cumulative Shareholding during the year (01.04.2014 to 31.03.2015)
No. of Shares at the beginning (01.04.2014) / end of the year (31.03.2015) % of total Share of the Company No of Shares % of total Shares of the Company
1 Jaydev Mody 281 0.00 01.04.2014 0 Nil movement during the year 281 0.00
281 0.00 31.03.2015
2 Chand Arora 24877 0.13 01.04.2014 0 Nil movement during the year 24877 0.00
24877 0.13 31.03.2015
3 Aditya Mangaldas 0 0.00 01.04.2014 0 Nil movement during the year 0 0.00
0 0.00 31.03.2015
4 Aurobind Patel 0 0.00 01.04.2014 0 Nil movement during the year 0 0.00
0 0.00 31.03.2015
5 Harshvardhan Piramal 0 0.00 01.04.2014 - Ceased to be a Director w.e.f. 25.09.2014 - -
6 Anjali Mody 0 0.00 04.08.2014# 0 Nil movement during the year 0 0.00
0 0.00 31.03.2015
7 Dr. Vrajesh Udani 0 0.00 04.08.2014# 0 Nil movement during the year 0 0.00
0 0.00 31.03.2015
8 Ulhas Jagannath Kale * 2135 0.00 04.08.2014#
25.09.2014 (2135) Transfer 0 0.00
0 0.00 31.03.2015
9 Sushama Vesvikar 0 0.00 01.04.2014
11.09.2014 1 Transfer 1 0.00
1 0.00 31.03.2015

# Date of appointment

* Holding as a second holder with Anjali Ulhas Kale

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due forpayment Rs. in ‘000

Sr. no. Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
(Rs.) (Rs.) (Rs.) (Rs.)
Indebtedness at the beginning of the financial year 01/04/2014
i) Principal Amount 71674.00 1223.13 Nil 72897.13
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due 113.68 Nil Nil 113.68
Total (i+ii+iii) 71787.68 1223.13 Nil 73010.81
Change in Indebtedness during the financial year 2014-15
Addition 60691.75 Nil Nil 60691.75
Reduction 22867.68 355.15 Nil 23222.83
Net Change (+) 37824.07 (-) 355.15 Nil (+) 37468.92
Indebtedness at the end of the financial year 31/03/2015
i) Principal Amount 108920.00 867.98 Nil 109787.98
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due 691.75 Nil Nil 691.75
Total (i+ii+iii) 109611.75 867.98 Nil 110479.73

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

Rs. in‘000

Sr. no. Particulars of Remuneration Name of MD / WTD / Manager Total Amount
1. Gross salary
a. Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 6705.61 6705.61
b. Value of perquisites u/s 17(2) Income-tax Act 1961 Nil Nil
c. Profits in lieu of salary under section 17(3) Income-tax Act 1961 Nil Nil
2. Stock Option Nil Nil
3. Sweat Equity Nil Nil
4. Commission 1800.00 1800.00
- as % of profit
- others specify…
5. Others please specify Nil Nil
Total (A) 8505.61 8505.61
Ceiling as per the Act 5 % of Net Profit as per 3912.71
Section 198

B. Remuneration to Other Directors

Rs. in‘000

Sr. no. Particulars of Remuneration Name of Director Total Amount
1. Independent Directors Aditya Mangaldas Aurobind Patel Dr. Vrajesh Udani
Fee for attending board / committee meetings (Rs.) 30 30 15 75
Commission (Rs.) 0 0 0 0
Others please specify (Rs.) 0 0 0 0
Total (1) (Rs.) 30 30 15 75
2. Other Non-Executive Directors Jaydev Mody Anjali Mody Harshvardhan Piramal
Fee for attending board / committee meetings (Rs.) 5 15 15 35
Commission (Rs.) 0 0 0 0
Others please specify (Rs.) 0 0 0 0
Total (2) (Rs.) 5 15 15 35
Total (B)=(1+2) (Rs.) 110
Total Managerial Remuneration (A+B) (Rs.) 8615.61
Overall Ceiling as per the Act (%) 1% of the Net Profits equivalent to Rs. 782.54 with respect to the ceiling for the Company applicable for the financial year covered by this Report

C. Remuneration to Key Managerial Personnel Other Than MD / Manager / WTD:

Rs. in‘000

Sr. no. Particulars of Remuneration Name of Key Managerial Personnel Total Amount
Chief Financial Officer Company Secretary
(Mr. Ulhas Jagannath Kale) (Ms. Sushama Vesvikar)
1. Gross salary
a. Salary as per provisions contained in section 17(1) of the 1026.60 424.60 1451.20
Income-tax Act 1961
b. Value of perquisites u/s 17(2) Income-tax Act 1961 Nil Nil Nil
c. Profits in lieu of salary under section 17(3) Income-tax Nil Nil Nil
Act 1961
2. Stock Option Nil Nil Nil
3. Sweat Equity Nil Nil Nil
4. Commission Nil Nil Nil
- as % of profit
- others specify…
5. Others please specify Nil Nil Nil
Total 1026.60 424.60 1451.20

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Sr. no. Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT / COURT] Appeal made if any (give details)
A. COMPANY
Penalty None None None None None
Punishment None None None None None
Compounding None None None None None
B. DIRECTORS
Penalty None None None None None
Punishment None None None None None
Compounding None None None None None
C. OTHER OFFICERS IN DEFAULT
Penalty None None None None None
Punishment None None None None None
Compounding None None None None None

ANNEXURE II

NOMINATION AND REMUNERATION POLICY

The Board of Directors of Arrow Textiles Limited ("the Company") renamed andre-constituted the "Nomination and Remuneration Committee" at its Meeting heldon 4th August 2014.

1. OBJECTIVE

The Nomination and Remuneration Committee and this Policy shall be in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto andClause 49 under the Listing Agreement (as amended from time to time) The Key Objectives ofthe Committee would be:

1.1. To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.

1.2. To evaluate the performance of the members of the Board and provide necessaryreport to the Board for further evaluation of the Board.

1.3. To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.

1.4. To provide to Key Managerial Personnel and Senior Management reward linkeddirectly to their effort performance dedication and achievement relating to theCompany’s operations.

1.5. To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

1.6. To devise a policy on Board diversity.

1.7. To develop a succession plan for the Board and to regularly review the plan.

2. DEFINITIONS

2.1. Act means the Companies Act 2013 and Rules framed thereunder as amended fromtime to time.

2.2. Board means Board of Directors of the Company.

2.3. Directors mean Directors of the Company.

2.4. Key Managerial Personnel means

2.4.1. Managing Director;

2.4.2. Whole-time Director;

2.4.3. Chief Financial Officer;

2.4.4. Company Secretary; and

2.4.5. such other officer as may be prescribed.

2.5. Senior Management means personnel of the company who are members of its coremanagement team excluding the Board of Directors including Functional Heads.

3. ROLE OF COMMITTEE

3.1 The Committee shall:

3.1.1. Formulate the criteria for determining qualifications positive attributes andindependence of a Director. 3.1.2. Identify persons who are qualified to become Directorand persons who may be appointed in Key Managerial in accordance with the criteria laiddown in this policy.

3.1.3.Recommend to the Board appointment remuneration and removal of Director KMPand Senior Management Personnel.

3.2. Policy for appointment and removal of Director KMP and Senior Management

3.2.1. Appointment criteria and qualifications

a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.

b) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion todecide whether qualification expertise and experience possessed by a person is sufficient/ satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as ManagingDirector or Whole-time Director who has attained the age of seventy years. Provided thatthe term of the person holding this position may be extended beyond the age of seventyyears with the approval of shareholders by passing a special resolution based on theexplanatory statement annexed to the notice for such motion indicating the justificationfor extension of appointment beyond seventy years.

3.2.2.Term / Tenure

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Managing Director orWhole-time Director for a term not exceeding five years at a time. No re-appointment shallbe made earlier than one year before the expiry of term.

b) Independent Director:

- An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board’s report.

- No Independent Director shall hold office for more than two consecutive terms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly. However if a person who hasalready served as an Independent Director for 5 years or more in the Company as on October1 2014 or such other date as may be determined by the Committee as per regulatoryrequirement; he/ she shall be eligible for appointment for one more term of 5 years only.

- At the time of appointment of Independent Director it should be ensured that numberof Boards on which such Independent Director serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed company or such othernumber as may be prescribed under the Act.

3.2.3.Evaluation

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).

3.2.4.Removal

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations thereunder the Committee may recommend tothe Board with reasons recorded in writing removal of a Director KMP or SeniorManagement Personnel subject to the provisions and compliance of the said Act rules andregulations.

3.2.5.Retirement

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

3.3. Policy relating to the Remuneration for the Managing Director or Whole-timeDirector KMP and Senior Management Personnel

3.3.1.General:

a) The remuneration / compensation / commission etc. to the Managing Director orWhole-time Director KMP and Senior Management Personnel will be determined by theCommittee and recommended to the Board for approval. The remuneration / compensation /commission etc. shall be subject to the prior/post approval of the shareholders of theCompany and Central Government wherever required.

b) The remuneration and commission to be paid to the Managing Director or Whole-timeDirector shall be in accordance with the percentage / slabs / conditions laid down as perthe provisions of the Act and in line with the Company’s policy.

c) Increments to the existing remuneration/ compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Managing Director or Whole-time Director.

d) Where any insurance is taken by the Company on behalf of its Managing Director orWhole-time Director Chief Executive Officer Chief Financial Officer the CompanySecretary and any other employees for indemnifying them against any liability thepremium paid on such insurance shall not be treated as part of the remuneration payable toany such personnel. Provided that if such person is proved to be guilty the premium paidon such insurance shall be treated as part of the remuneration.

3.3.2.Remuneration to Whole-time / Executive / Managing Director KMP and SeniorManagement Personnel:

a) Fixed pay:

The Managing Director or Whole-time Director/ KMP and Senior Management Personnel shallbe eligible for a monthly remuneration as may be approved by the Board on therecommendation of the Committee. The breakup of the pay scale and quantum of perquisitesincluding employer’s contribution to P.F pension scheme medical expenses clubfees etc. shall be decided and approved by the Board/ the Person authorized by the Boardon the recommendation of the Committee and approved by the shareholders and CentralGovernment wherever required.

b) Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Managing Director or Whole-time Director inaccordance with the provisions of Schedule V of the Act and if it is not able to complywith such provisions with the previous approval of the Central Government.

c) Provisions for excess remuneration:

If any Managing Director or Whole-time Director draws or receives directly orindirectly by way of remuneration any such sums in excess of the limits prescribed underthe Act or without the prior sanction of the Central Government where required he / sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.

3.3.3.Remuneration to Non-Executive / Independent Director:

a) Remuneration / Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentionedin the Articles of Association of the Company and/or the Act.

b) Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall not exceed Rs. One Lac per meeting of the Board or Committee or such amount as maybe prescribed by the Central Government from time to time.

c) Commission:

Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Act.

d) Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

4. MEMBERSHIP

4.1 The Committee shall consist of a minimum 3 non-executive Directors majority ofthem being independent. 4.2 Minimum two (2) members shall constitute a quorum for theCommittee meeting.

4.3 Membership of the Committee shall be disclosed in the Annual Report.

4.4 Term of the Committee shall be continued unless terminated by the Board ofDirectors.

5. CHAIRPERSON

5.1 Chairperson of the Committee shall be an Independent Director.

5.2 Chairperson of the Company may be appointed as a member of the Committee but shallnot be a Chairman of the Committee.

5.3 In the absence of the Chairperson the members of the Committee present at themeeting shall choose one amongst them to act as Chairperson.

5.4 Chairman of the Nomination and Remuneration Committee meeting could be present atthe Annual General Meeting or may nominate some other member to answer theshareholders’ queries.

6. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may berequired.

7. COMMITTEE MEMBERS’ INTERESTS

7.1 A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.

7.2 The Committee may invite such executives as it considers appropriate to bepresent at the meetings of the Committee.

8. SECRETARY

The Company Secretary of the Company shall act as Secretary of the Committee.

9. VOTING

9.1 Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.

9.2 In the case of equality of votes the Chairman of the meeting will have a castingvote.

10. NOMINATION DUTIES

The duties of the Committee in relation to nomination matters include:

10.1 Ensuring that there is an appropriate induction in place for new Directors andmembers of Senior Management and reviewing its effectiveness;

10.2 Ensuring that on appointment to the Board Non-Executive Directors receive aformal letter of appointment in accordance with the Guidelines provided under the Act;

10.3 Identifying and recommending Directors who are to be put forward for retirement byrotation.

10.4 Determining the appropriate size diversity and composition of the Board;

10.5 Setting a formal and transparent procedure for selecting new Directors forappointment to the Board;

10.6 Developing a succession plan for the Board and Senior Management and regularlyreviewing the plan;

10.7 Evaluating the performance of the Board members and Senior Management in thecontext of the Company’s performance from business and compliance perspective;

10.8 Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract.

10.9 Delegating any of its powers to one or more of its members or the Secretary of theCommittee;

10.10 Recommend any necessary changes to the Board; and

10.11 Considering any other matters as may be requested by the Board.

11. REMUNERATION DUTIES

The duties of the Committee in relation to remuneration matters include:

11.1 to consider and determine the Nomination and Remuneration Policy based on theperformance and also bearing in mind that the remuneration is reasonable and sufficient toattract retain and motivate members of the Board and such other factors as the Committeeshall deem appropriate all elements of the remuneration of the members of the Board.

11.2 to approve the remuneration of the Senior Management including key managerialpersonnel of the Company maintaining a balance between fixed and incentive pay reflectingshort and long term performance objectives appropriate to the working of the Company.

11.3 to delegate any of its powers to one or more of its members or the Secretary ofthe Committee.

11.4 to consider any other matters as may be requested by the Board.

11.5 Professional indemnity and liability insurance for Directors and seniormanagement.

12. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be minuted and signed by the Chairman of the Committeeat the subsequent meeting. Minutes of the Committee meetings will be tabled at thesubsequent Board and Committee meeting.

ANNEXURE III

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Account) 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 thereto

1. Details of contracts or arrangements or transactions not at arm’s lengthbasis.

Name(s) of Related Party and nature of relationship
Nature of contracts/arrangements/transactions
Duration of the contracts/arrangements/ transactions
Salient terms of the contracts or arrangements or transactions including the value if any
Justification for entering into such contracts or arrangements or transaction NIL
Date(s) of approval by the Board
Amount paid as advances if any
Date on which the special resolution was passed in the general meeting as required under first proviso to section 188

2. Details of the material contracts or arrangements or transactions atarm’s length basis

Name(s) of Related Party and nature of relationship
Nature of contracts/arrangements/transactions
Duration of the contracts/arrangements/ transactions NA
Salient terms of the contracts or arrangements or transactions including the value if any
Date(s) of approval by the Board
Amount paid as advances if any

ANNEXURE IV

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO AS REQUIRED UNDER SECTION 134(3)(M) OF THE COMPANIES ACT2013 READ WITH THE COMPANIES (ACCOUNTS) RULES 2014

(A) CONSERVATION OF ENERGY

(i) Steps taken or impact on conservation of energy

The Company continues its policy of giving priority to energy conservation measuresincluding regular review of energy generation and consumption and effective control onutilization of energy. The following energy conservation methods were implemented duringthe year :

a) Use of energy efficient equipments.

b) Intensified Internal Audit aimed at detecting wastage of electricity.

c) Campaign based synchronisation of utilities with plant operations.

d) The Company has installed Airnet Aluminum piping in place of regular GI piping forCompressed air system. Due to this the pressure drop in the system has decreased sizablythereby saving in electrical energy by 7 %

e) The Company has installed LED street light fitting in place of regular fluorescentfittings.

The impact of above energy conservation measures is that it has resulted in improvementof power factor consequential tarrif benefits.

(ii) Steps taken by the Company for utilizing alternate sources of energy : Nil
(iii) Capital investment on energy conservation equipments : Rs. 700000/-

(B) TECHNOLOGY ABSORPTION

(i) Efforts made towards technology absorption

(a) The Company is using latest technology machines since 4 to 5 years. The Company isusing Airjet label weaving imported machines in place of earlier rapier technology.

(b) The Company has developed B2B software through which our customers can see almostall the information they require online 24X7. Using our software they can create anartwork for multilingual wash-care labels online by punching a few variable information.With help of ERP & B2B software we have overhauled our entire service approach toexceed our customers growing expectations.

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution

(a) Quality and productivity improvement.

(b) Cost reduction.

(c) Energy consumption.

(d) Lower wastages.

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)

(a) the details of technology imported : Nil

(b) the year of import : Nil

(c) whether the technology been fully absorbed : Nil

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof : Nil

(iv) The expenditure incurred on Research and Development

Not identified separately.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year the foreign exchange outgo was Rs. 80222.34 (‘000) (L.Y. Rs.32560.53 (‘000)) the foreign exchange earned was Rs. 2412.02 (‘000) (L.Y. Rs.27040.99 (‘000)).

ANNEXURE V

Form No. MR-3

SECRETARIAL AUDIT REPORT

For The financial year ended on 31st March 2015

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Arrow Textiles Limited

Plot No.101-103

19th Street MIDC Satpur

Nashik - 422077.

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Arrow Textiles Limited(hereinafter called "The Company"). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and 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 the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2015complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2015 according to the provisions of:

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

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings. (Not Applicable to the Company during the AuditPeriod);

(v) 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 AuditPeriod);

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 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 Company 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) Regulations 1998(Not Applicable to the Company during the Audit Period).

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India (Notnotified and hence not applicable during the audit period);

(ii) The Equity Listing Agreements entered into by the Company with Stock Exchangesi.e. BSE Limited and National Stock Exchange of India Ltd.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines standards etc. mentioned above.

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 in advance and a system exists for seeking andobtaining further information and clarifications on the agenda items before the meetingand for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

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.

We further report that during the audit period the specific events/actions which mayhave major bearing on the Company’s affairs in pursuance of the above referred lawsrules regulations guidelines standards etc. are mentioned below:

Sr. No. Date of event Details of the specific events / actions bearing on Company’s affairs pursuance of the above referred laws rules regulations guidelines etc.
1. 12.09.2014 The Company has passed the following Special Resolutions through Postal Ballot results of which were declared on 12th September 2014
a) Pursuant to Section 180 1 (c) of the Act authorizing the Board of Directors for borrowing monies not exceeding amounting to Rs. 250 Crores over and above the aggregate of the paid- up share capital and free reserves of the Company.
b) Pursuant to Section 180 (1) (a) of the Act for creation of mortgage charge and/or hypothecation for an amount as approved under Section 180 (1) (c).
c) Pursuant to Section 186 of the Act for give loan(s) to any person(s) or body corporate(s) and/or give any guarantee/ provide any security(ies) in connection with loan(s) made to any person(s) or body corporate(s) and to acquire by way of subscription purchase or otherwise the securities of anybody corporate(s)up to a limit not exceeding Rs. 250 Crores.

 

For A K Jain & Co.
Company Secretaries
Place: Mumbai Ashish Kumar Jain
Date: 27th July 2015 Proprietor

ANNEXURE-VI

Disclosures pursuant to Section 197(12) of the Companies Act 2013 and Rule 5(1) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are as under

(i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2014-15

Sr. No. Name of Director Remuneration of Director for Financial Year 2014-15 (Rs. in ‘000) Ratio of remuneration of each Director to median remuneration of employees
Non-Executive Directors
1 Mr. Jaydev Mody 5.00 0.03
2 Mr. Aditya Mangaldas 30.00 0.18
3 Mr. Harshvardhan Piramal * 15.00 0.09
4 Mr. Aurobind Patel 30.00 0.18
5 Dr. Vrajesh Udani * 15.00 0.09
6 Ms. Anjali Mody * 15.00 0.09
Executive Directors
7 Mr. Chand Arora 8505.61 51.23

* These Directors were on the Board only for part of the financial year 2014-15.

(ii) The percentage increase in remuneration of each Director Chief Financial OfficerCompany Secretary or Manager if any for the financial year 2014-15

Sr. No. Name of Director / KMP Remuneration of Director / KMP for Financial Year 2014-15 (Rs. in ‘000) % of increase in Remuneration in the Financial Year 2014-15
1 Mr. Jaydev Mody 5.00 Nil
2 Mr. Aditya Mangaldas 30.00 Nil
3 Mr. Harshvardhan Piramal * 15.00 Nil
4 Mr. Aurobind Patel 30.00 Nil
5 Dr. Vrajesh Udani * 15.00 Nil
6 Ms. Anjali Mody * 15.00 Nil
7 Mr. Chand Arora (Managing Director) 8505.61 Nil
8 Mr. Ulhas Kale (Chief Financial Officer) 1026.60 12.24
9 Ms. Sushama Vesvikar (Company 424.60 9.55
Secretary)

* These Directors were on the Board only for part of the financial year 2014-15.

(iii) The percentage increase in median remuneration of employees for the financialyear 2014-15

9.21%

(iv) The number of permanent employees on the rolls of the Company as on 31stMarch 2015

268

(v) The explanation on the relationship between average increase in remuneration andcompany performance during the financial year 2014-15

The criteria for increase in the remuneration amongst other things is also related tothe Individual performance the Company’s performance and such other factors moreparticularly described in the Nomination and Remuneration Policy of Directors KeyManagerial Personnel and Senior Management forming part of this Report.

The average increase in the remuneration of the employee during the FY 2014-15 wasaround 10% to 12%.

(vi) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company during the financial year 2014-15

Particulars Rs. in ‘000
Remuneration of Managing Director and the Key Managerial Personnel (KMP) during the financial year 2014-15 (aggregated) 9956.81
Revenue from operations 479045.83
Remuneration (as % of Revenue from operations) 2.08%
Profit before tax (PBT) 69248.65
Remuneration (as % of PBT) 14.38%

(vii) Variation in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company incomparision to the rate at which the Company came out with the last public offer in caseof listed companies and in case of unlisted companies the variations in the net worth ofthe Company as at the close of the current financial year and previous financial year

Particulars Unit Unit As at 31st March 2015 As at 31st March 2014 Variation
Closing rate of shares Rs. 26.80 5.03 432.80%
EPS (Consolidated) Rs. 2.48 1.88 31.91%
Market Capitalisation Rs. in ‘000 510377.56 95791.01 432.80%
Price Earnings Ratio Ratio 10.81 2.68 303.56%

Comparison of share price at the time of last public offer and market price of theshare of 31st March 2015

Market price as on 31st March 2015 Rs. 26.80
Price at the time of Rights Issue in 2011 Rs. 11
% increase of Market price over the price at the time of Rights Issue 143.64%

(viii)Average percentile increase already made in the salaries of employees other thanmanagerial personnel in the last financial year and its comparision with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.

The average percentage increase made in the salaries of total employees other than theKey Managerial Personnel for FY 2014-15 is around 10% to 12% while the average increasein the remuneration of the Key Managerial Personnel is 1.55%. This increment is in linewith the factors outlined in point (5) above.

(ix) Comparision of each remuneration of the Key Managerial personnel against theperformance of the Company.

Particulars Managing Director Chief Financial Officer Company Secretary
Rs. in ‘000 Rs. in ‘000 Rs. in ‘000
Remuneration 8505.61 1026.60 424.60
Revenue 479045.83 479045.83 479045.83
Remuneration (as % of Revenue) 1.78% 0.21% 0.09%
Profit before tax (PBT) 69248.65 69248.65 69248.65
Remuneration (as % of PBT) 12.28% 1.48% 0.61%

(x) The Key parameters for any variable component of remuneration availed by theDirectors

There were no variable component of remuneration availed by the Directors during theyear under review.

(xi) Ratio of the remuneration of the highest paid Director to that of the employeeswho are not Directors but receive remuneration in excess of the highest paid Directorduring the year

There are no employees of the Company who receive remuneration in excess of the highestpaid Director of the Company.

(xii) Affirmation that the remuneration is as per the remuneration policy of theCompany

It is affirmed that the remuneration paid is as per the Remuneration Policy forDirectors Key Managerial Personnel and other employees adopted by the Company.

Particulars in terms of the provisions of Section 197(12) of the Act read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014

Name of the Employee Designation Remuneration Nature of Employment Qualifications and Experience Date of Commencement of Employment Age Last Employment % of Equity Shares Relationship with Other Directors
Chand Arora Managing Director Rs. 8505616 Permanent Bachelors degree in Science Experience -30 years 30.01.2008 62 Arrow Webtex Limited 0.13% -

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