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Acrow India Ltd.

BSE: 513149 Sector: Engineering
NSE: N.A. ISIN Code: INE950D01012
BSE 00:00 | 25 May 136.50 6.30
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NSE 05:30 | 01 Jan Acrow India Ltd
OPEN 136.50
PREVIOUS CLOSE 130.20
VOLUME 85
52-Week high 174.00
52-Week low 109.00
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 136.50
CLOSE 130.20
VOLUME 85
52-Week high 174.00
52-Week low 109.00
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Acrow India Ltd. (ACROWINDIA) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Sixtieth (61st) Annual Reporttogether with the Audited Financial Statement of the Company for the financial year ended31st March 2021.

1. FINANCIAL RESULTS

Particulars Year ended 31st March 2021 Year ended 31st March 2020
(Rs. in lacs) (Rs. in lacs)
Sales and Other Income 59.73 93.04
Operating Profit (8.40) 1.90
Less: Interest and Finance Charges 0.02 0.30
Less: Depreciation 24.01 27.44
Profit Before Exceptional Items (32.43) (25.84)
Exceptional Items: - -
Profit on Sales of Assets - -
Profit Before Tax After Exceptional Items (32.43) (25.84)
Less: Provision for Tax:
Current Tax - -
Deferred Tax Credit / (Debit) 7.81 (1.46)
Tax for Earlier Years (26.26) 5.76
Profit/Loss After Tax (13.98) (30.15)
Add: Balance Brought Forward from Previous Year 1414.22 1444.37
Balance Available for Appropriation 1400.24 1414.22
Appropriations:
Proposed Dividend - -
Corporate Dividend Tax - -
Transfer to General Reserve - -
Balance Carried to Balance Sheet 1400.24 1414.22

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 2021.

4. TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to theReserves for the year under review.

5. CHANGES IN NATURE OF THE BUSINESS IF ANY

There was no change in the nature of business or operations of the Company whichimpacted the financial position of the Company during the year under review.

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

There have been no material changes and commitments which affect the financialposition of the company which have occurred between the end of the financial year to whichthe financial statements relate and the date of this Report.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. The Directors and Key Managerial Personnel of the Company as on 31st March 2021 areas under:

Sr. Name No. Designation DIN
1. Mr. Harshavardhan B. Doshi Chairman 00688736
2. Mr. Vikram Bhat Independent Director 00551104
3. Mrs. Ramola Mahajani Independent Director 00613428
4. Mr. Sanjay Shirgaonkar Independent Director 08352288
5. Mr. Nihal Doshi Non-Executive Director 00246749
6. Ms. Jonita D'souza Company Secretary -
7. Mrs. Vaishali Karyekar Chief Financial Officer -
8. Mr. Dipak Malji Ahire Manager -

ii. During the Financial Year 2020-21:

The Members of the Company at the 60th Annual General Meeting held on September 302020 on the recommendation of the Board of Directors appointed Mr. Dipak Malji Ahire asthe Manager and Key Managerial Personnel of the Company for a period of 5 years witheffect from September 04 2020 to September 03 2025.

The Board of Directors of the Company at its Meeting held on September 04 2020appointed Mrs. Vaishali Karyekar as the Chief Financial Officer and Key ManagerialPersonnel of the Company.

iii. Director liable to retire by Rotation

In accordance with the provisions of Section 152(6) of the Act Mr. Nihal DoshiDirector (DIN: 00246749) will retire by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment.

The Board recommends his re-appointment for the consideration of the Members of theCompany at the 61st Annual General Meeting (AGM). Brief profile of Mr. Nihal Doshi formspart of the Notice convening the 61st Annual General Meeting.

8. INDEPENDENT DIRECTORS

Your Company has received declaration from all the Independent Directors confirmingthat they meet the criteria of independence laid down in Section 149(6) of the CompaniesAct 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. The IndependentDirectors have complied with the Code for Independent Directors prescribed in Schedule IVto the Companies Act 2013. There has been no change in the circumstances affecting theirstatus as Independent Directors during the year under review.

9. MEETINGS OF BOARD

Six meetings of the Board of Directors were held during the year. The Meetings wereheld on June 29 2020 September 04 2020 October 27 2020 November 26 2020 February09 2021 and March 30 2021 respectively. The time gap between any two meetings did notexceed one hundred and twenty days.

Sr. No. Name No. Of Board Meeting
1. Mr. Harshavardhan B. Doshi 6
2. Mr. Vikram Bhat 6
3. Mrs. Ramola Mahajani 6
4. Mr. Sanjay Shirgaonkar 6
5. Mr. Nihal Doshi 6

10. COMMITTEES OF THE BOARD:

As on March 31 2021 the Board has constituted Three (3) Committees viz; AuditCommittee Nomination and Remuneration Committee and Stakeholder Relationship Committee.

i. AUDIT COMMITTEE:

Your Company has constituted an Audit Committee as per section 177 of the CompaniesAct 2013 and regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The composition of the Audit committee is as follows:

Name Designation Nature of Directorship
Mr. Vikram Bhat Chairman Independent Director
Mrs. Ramola Mahajani Member Independent Director
Mr. Sanjay Shirgaonkar Member Independent Director
Mr. Nihal Doshi Member Non-Executive Director

All the members have the ability to understand and analyze the financial statements.All the recommendations made by the Audit Committee were accepted by the Board. TheCompany Secretary acts as a Secretary to the Committee.

Meetings & Attendance:

The details of Meetings held during the year are as follows:

Number of Meetings: Five (5)

Dates of Meetings: June 29 2020 September 04 2020 October 27 2020 November 262020 February 09 2021.

ii. NOMINATION AND REMUNERATION COMMITTEE

The constitution of the Nomination and Remuneration Committee is in compliance with theprovisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015.

The Composition of the Nomination and Remuneration Committee is as follows:

Name Designation Nature of Directorship
Mrs. Ramola Mahajani Chairman Independent Director
Mr. Vikram Bhat Member Independent Director
Mr. Sanjay Shirgaonkar Member Independent Director

Meetings & Attendance:

The details of Meetings held during the year are as follows:

Number of Meetings: Two (2)

Dates of Meetings: June 29 2020 and September 04 2020.

iii. STAKEHOLDER RELATIONSHIP COMMITTEE

The stakeholder relationship committee is constituted as per the provisions of Section178(5) of the Companies Act 2013 and Regulation 20 of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015.

The composition of the Stakeholders' Relationship Committee is as follows:

Name Designation Nature of Directorship
Mrs. Ramola Mahajani Chairperson Independent Director
Mr. Vikram Bhat Member Independent Director
Mr. Nihal Doshi Member Non-Executive Director

Meetings & Attendance:

The details of Meetings held during the year are as follows:

Number of Meetings: One (1)

Dates of Meetings: February 09 2021.

11. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) of the Companies Act 2013 the Directors confirm that:

a. In the preparation of Annual Accounts the applicable Accounting Standards have beenfollowed and there have been no material departures from the same.

b. 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.

c. 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.

d. The Annual Accounts have been prepared on a going concern basis.

e. The company has followed a proper internal financial control and that such internalfinancial controls are adequate and were operating effectively.

f. A system has been devised to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.

12. PUBLIC DEPOSITS

During the year under review the Company has not accepted or renewed any deposits frompublic falling within the purview of provisions of Section 73 and 76 of the Companies Act2013 ("the Act") and Rules framed thereunder.

13. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are annexedas Annexure "1" to this Report and the same is available on the website of theCompany at the web-link: www.acrowindia.com

14. CORPORATE GOVERNANCE

Since the Company's paid up equity share capital and Net worth was within thresholdlimit of Rs. 10 Crores and Rs. 25 Crores respectively as on the last day of the previousfinancial year i.e. as on March 312020 by virtue of Regulation 15 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the compliance with thecorporate governance provisions as specified in regulations 17 to 27 and clause (b) to (i)of sub-regulation (2) of regulation 46 and para C D and E of schedule V are notapplicable to the Company. Hence Corporate Governance does not form part of this Board'sReport.

15. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and ScheduleV of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is furnishedas Annexure 2.

16. REPORTING OF FRAUDS BY AUDITOR:

During the year under review neither the statutory auditors nor the secretarialauditor has reported to the Audit Committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's report.

17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013

The particulars of Loan Guarantees and Investments covered under section 186 of theCompanies Act 2013 have been disclosed in Notes to the Financial Statement.

18. 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 isappended as Annexure 3 to the Report. Your Directors draw attention of the members to NoteNo. 30 to the financial statement which sets out related party disclosures.

19. EMPLOYEES PARTICULARS AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure "4" to this Report.

The details of the employee who was in receipt of the remuneration amounting to thelimits stipulated in Section 197(12) of the Act read with Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed asAnnexure "5" to this Report.

20. AUDITORS

a. STATUTORY AUDITORS

At the 59th Annual General Meeting of the Company held on September 27 2019 M/s.Patkar & Pendse Chartered Accountants (ICAI Firm Registration No. 107824W) wereappointed as Statutory Auditors of the Company for a period of 4 years from the conclusionof the 59th Annual General Meeting up to the conclusion of the 63rdAnnual General Meeting.

M/s. Patkar and Pendse Chartered Accountants vide their letter dated October 28 2020resigned as Statutory Auditors of the Company. The reason for the Resignation stated thatthe Senior Auditor Partner's health affected the Firm's capacity and capability to handlethe audits and other attestation assignments in the future where he was activelyinvolved. The other partners inducted into the Firm as Partners w.e.f. 1.4.2020 wereattempting to reorganize the activities of the Firm to meet commitments in these uncertainand challenging times. In the above circumstances and to ensure no disruption to theCompany's time and work schedule the Auditors resigned.

Therefore pursuant to the provisions of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 (including any statutory modification(s) orenactments(s) thereof for the time being in force) in place of the casual vacancy causedby the resignation of M/s. Patkar & Pendse Chartered Accountants the members of theCompany at its Extra Ordinary General Meeting held on December 29 2020 appointed M/s.Anil Masand & Co. Chartered Accountants (ICAI Firm Registration Number 100412W) asAuditor of the Company from November 26 2020 up to conclusion of the forthcoming AnnualGeneral Meeting.

The Auditor's Report to the Members on the Financial Statements of the Company for theyear ended March 31 2021 does not contain any qualifications reservations or adverseremarks.

The Board of Directors recommend the appointment of M/s. Anil Masand & Co.Chartered Accountants as the Statutory Auditors from the conclusion of the Sixty FirstAnnual General Meeting up to the conclusion of the Sixty Fifth Annual General Meeting ofthe Company.

b. COST AUDITORS

With reference to the Companies (Cost Records and Audit) Rules 2014 as prescribed bythe Central Government in Section 148 of the Companies Act 2013 the Company is notcovered under the rules of the Companies (Cost Records and Audit) Rules 2014 formaintenance of Cost records.

c. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s. S. R. Padhye& Co. Practicing Company Secretary (CP No. 1559) was appointed to undertakeSecretarial Audit for the financial year 2020-21. The Secretarial Auditor's Report isannexed as Annexure "6" to this Report.

The Secretarial Auditor's Report for the year ended March 312021 does not contain anyqualifications reservations or adverse remarks.

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s. S. R. Padhye& Co. Practicing Company Secretary (CP No. 1559) was appointed to undertakeSecretarial Audit for the financial year 2020-21. The Secretarial Auditor's Report isannexed as Annexure "6" to this Report.

The Secretarial Audit Report contains the following qualification reservation orremarks as follows:

i. During the year ended March 312021 the Company had not complied with provisions ofclause (iii) of sub section (1) of Section 203 of the Companies Act 2013 till 3rd ofSeptember 2020. The Company has now complied with provisions of clause (iii) of subsection (1) of Section 203 of the Companies Act 2013 and the company has now appointed aChief Financial Officer w. e. f. September 4 2020.

ii. The company has received a show cause notice dated 29.11.2019 bearing number17/1/2018/IEPFA/ INSP1/206(4)/SCN/1F4NF/WR/MUM/130 from IEPF Authority under section124(7) of Companies Act 2013 and rules made thereunder.

Management's Reply:

i. The Company has now complied with provisions of clause (iii) of sub section (1) ofSection 203 of the Companies Act 2013 and appointed a Chief Financial Officer w. e. f.September 4 2020.

ii. The company in consultation with its RTA M/s Freedom Registry Ltd. has taken stepsto identify the shareholders whose shares need to be transferred to IEPF Authority. Thecompany has put up a notice on its website requesting the shareholders to respond inconnection with transfer of their shares to IEPF Authority in order to comply with theprovisions of section 124(6) of the Companies Act 2013.

The present status regarding transfer of shares to IEPF Authority is as given below:-

Statues of transfer of Shares to IEPF
Date of Transfer Year No. of Shares Remarks
30.09.2020 2005-06 1400 Entire process of transfer is completed in the month of September 2020
22.04.2021 2006-07 4505 Entire process of transfer is completed on 4 June2021
22.04.2021 2007-08 704 Entire process of transfer is completed on 4 June2021
22.04.2021 2008-09 1400 Entire process of transfer is completed on 4 June2021
22.04.2021 2009-10 2060 Entire process of transfer is completed on 4 June2021
22.04.2021 2010-11 3426 Entire process of transfer is completed on 4 June2021
Total of No. Of shares 13495

21. SUBSIDIARY COMPANY / ASSOCIATE COMPANY / JOINT VENTURE

As on 31st March 2021 the Company does not have any subsidiary or joint venture orassociate company.

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

There are no particulars to be disclosed relating to the Conservation of EnergyResearch and Development and Technology Absorption pursuant to Section 134(3)(m) of theAct during the year under review. The Foreign Exchange Earnings and Outgo during the yearunder review and for the previous year were NIL.

23. CODE OF CONDUCT

The Board has laid down a specific code of Conduct for all Board Members and SeniorManagement of the Company. All the Board Members and Senior Management Personnel haveaffirmed compliance with the Code on annual basis.

24. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment including criteria for determiningqualifications positive attributes and independence of a Director as well as policyrelating to Remuneration of Key Managerial Personnel and other employees and other mattersas provided in Section 178(3) of the Act is appended as an Annexure 7 to this Report andthe same is uploaded on the website of the Company at the web-link:acrowindia.com/assets/policies/Remuneration- Policy.pdf

25. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS

The Company is in compliance with all the applicable standards issued by the Instituteof Company Secretaries of India.

26. RISK MANAGEMENT

The Company is in the process of setting up a system for management of risk associatedwith the orderly functioning of the Company.

27. INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the IEPFRules") all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyears.

Further according to the Rules the shares on which dividend has not been paid orclaimed by the shareholders for seven consecutive years or more shall also be transferredto the demat account of the IEPF Authority.

The Company has transferred the unpaid or unclaimed dividends declared upto financialyears 2010-2011 from time to time on due dates to the IEPF established by the Governmentof India.

Accordingly 1400 equity shares in respect of which dividend was unclaimed for sevenconsecutive years from the payment of Dividend for the year 2005-2006 were transferred bythe Company to the Demat Account of the IEPF Authority on September 29 2020 and 12095equity shares belonging to 102 members in respect of which dividend was unclaimed forseven consecutive years from the payment of Dividend for the year 2006-2007 2007-200820082009 2009-2010 2010-2011 were transferred by the Company to the Demat Account of theIEPF Authority on 4th June2021.

28. 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.

29. VIGIL MECHANISM

The Board of Directors had approved a policy on Whistle Blower/ Vigil Mechanism and thesame is uploaded on the website of the Company at the web-link:acrowindia.com/assets/policies/WhistleBlower-Policy-Vigil-Mechanism.pdf

The mechanism enables the directors and employees to report their genuine concernsabout unethical behaviour actual or suspected fraud or violation of the Company's code ofconduct and assures to provide adequate safeguards against victimization of the concerneddirector or employee. The employees and other stakeholders have direct access to theChairperson of the Audit Committee for lodging concerns if any for review.

Your Company affirms that no director/ employee has been denied access to theChairperson of the Audit Committee and that no complaints were received during the year.

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

No case of sexual harassment was reported during the year.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act 2013 the company has established a CSRCommittee. However for the Financial Year ended March 2021 CSR Reporting is notapplicable to the company.

Your Directors 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 and on behalf of the Board of Directors
Sd/-
Place: Mumbai Harshavardhan B. Doshi
Date: August 12 2021 Chairman

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