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Acrow India Ltd.

BSE: 513149 Sector: Engineering
NSE: N.A. ISIN Code: INE950D01012
BSE 00:00 | 18 Jul 85.80 0
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NSE 05:30 | 01 Jan Acrow India Ltd
OPEN 85.80
PREVIOUS CLOSE 85.80
VOLUME 10
52-Week high 177.00
52-Week low 85.80
P/E 2860.00
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 85.80
CLOSE 85.80
VOLUME 10
52-Week high 177.00
52-Week low 85.80
P/E 2860.00
Mkt Cap.(Rs cr) 5
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 present the 57th Annual Report together with the Audited FinancialStatement of the Company for the financial year ended 31st March 2017.

1. FINANCIAL RESULTS

Particulars Year ended 31st March 2017 Year ended 31st March 2016
(Rs. in lacs) (Rs. in lacs)
Sales and Other Income 129.09 94.66
Operating Profit (81.52) (63.95)
Less: Interest and Finance Charges 0.12 0.07
Less: Depreciation 46.32 45.57
Profit Before Exceptional Items (35.08) (109.59)
Exceptional Items: - -
Profit on Sales of Assets - 1757.34
Profit Before Tax After Exceptional Items (35.08) 1647.75
Less: Provision for Tax:
Current Tax - 599.95
Deferred Tax Credit / (Debit) (4.01) (171.68)
Tax for Earlier Years - -
Profit After Tax (31.07) 1219.48
Add: Balance Brought Forward from Previous Year 1454.74 235.26
Balance Available for Appropriation 1423.67 1454.74
Appropriations:
Proposed Dividend - -
Corporate Dividend Tax - -
Transfer to General Reserve - -
Balance Carried to Balance Sheet 1423.67 1454.74

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 2017.

4. TRANSFER TO RESERVES

The Company has proposed not to transfer any amount to General Reserve.

5. DIRECTORS' RESPONSIBILITY STATEMENT:

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

1. In the preparation of Annual Accounts the applicable Accounting Standards have beenfollowed along with proper explanation relating to material departures.

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

3. Proper and sufficient care has been taken for maintaining adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

6. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73(1) of theCompanies Act 2013 and the rules made thereunder.

7. EXTRACT OF ANNUAL RETURN

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

8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

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

9. PARTICULARS REGARDING DIRECTORS KEY MANAGERIAL PERSONNEL AND REMUNERATIONPAID TO DIRCTOR AND KEY MANAGERIAL PERSONNEL

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rules forms part of the Report. No remuneration is being paidto the Directors and none of the employees of the Company is drawing remuneration inexcess of the limits prescribed under the Act and Rules forming part thereof.

10. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149 (4) of the Companies Act 2013 read with the Companies(Appointment and Qualification of Directors) Rules 2014 the Central Government hasprescribed that your Company shall have minimum two Independent Directors.

Your company has following Independent Directors:

Sr. No. Name of the Independent Director Date of appointment / reappointment Date of passing of Special resolution if any
1. Mr. Vikram Bhat 15/07/2014 15/07/2014
2. Mrs. Ramola Mahajani 08/07/2015 08/07/2015

All the above Independent Directors meet the criteria of ‘independence' prescribedunder section 149(6) and have submitted declaration to the effect that they meet with thecriteria of independence as required under section 149 (7) of the Companies Act 2013.

11. RELATED PARTY TRANSACTION

The Company has entered into transactions with related parties in accordance with theprovisions of the Companies Act 2013 and the particulars of the contracts or arrangementswith related parties referred to in Section 188 (1) as prescribed in Form AOC-2 of therules prescribed under Chapter IX relating to Accounts of Companies under the CompaniesAct 2013 is appended as Annexure 3 of the Report. Your Directors draw attention of themembers to Note 30 to the financial statement which sets out related party disclosures.

12. MEETINGS OF BOARD

Four meetings of the Board of Directors were held during the year. Details are asunder:

Sr. No Date of the Meeting Directors Present Directors to whom Leave of Absence was granted
1. 25/04/2016 Mr. H. B. Doshi -
Mr. Nihal Doshi
Mr Vikram Bhat
Mrs. Ramola Mahajani
2. 04/08/2016 Mr. H. B. Doshi -
Mr. Nihal Doshi
Mr Vikram Bhat
Mrs. Ramola Mahajani
3. 11/11/2016 Mr. Nihal Doshi Mr. H. B. Doshi
Mr Vikram Bhat
Mrs. Ramola Mahajani
4. 31/01/2017 Mr. H. B. Doshi -
Mr. Nihal Doshi
Mr. Vikram Bhat
Mrs. Ramola Mahajani

13. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

There has been no change in the Directors and Key Managerial Personnel during thefinancial year 2016-2017

14. CORPORATE GOVERNANCE

As per the requirements of SEBI regarding Listing Agreement and further with referenceto Circular dated September 2014 stating amendment as "The Clause 49 of the ListingAgreement shall be applicable to all companies whose equity shares are listed on arecognized stock exchange. However compliance with the provisions of Clause 49 shall notbe mandatory for the time being in respect of the following class of companies i.e.companies having paid up equity share capital not exceeding Rs. 10 crore and Net Worth notexceeding Rs. 25 crores as on the last day of the previous financial year." Sincethe Company's equity share capital and net worth are below the threshold limit theCorporate Governance report is not prepared.

15. AUDITORS AND AUDIT REPORT

M/s V. Sankar Aiyar and Co. Chartered Accountants Statutory Auditors of your companyholds office till the conclusion of the ensuing Annual General Meeting and is not eligiblefor reappointment. The company now proposes to appoint M/s N. T. Patwa & Co.Chartered Accountants as the new Statutory Auditors of the company. The Auditors haveconfirmed their eligibility to the effect that if they accept the appointment it would bewithin the prescribed limits under the Act and that they are not disqualified forappointment. There are no qualifications reservation or adverse remarks or disclaimersmade by the Statutory Auditors of the Company in their Report.

16. COST AUDITORS

With reference to the Companies (Cost Records and Audit) Rules 2014 as prescribed bythe Central Government in Sub-sections (1) and (2) of Section 469 and Section 148 of theCompanies Act 2013 (18 of 2013) the Company is not covered under amended rules of theCompanies (Cost Records and Audit) Rules 2014 Rule 3(ii) for maintenance of Cost recordswith effect from financial year 2015-16.

17. SECRETARIAL AUDITORS

The Board had appointed M/s. S. Lakshminarayanan as Secretarial Auditors of theCompany according to the provisions of Section 204 of the Companies Act 2013 forconducting Secretarial Audit of the Company for the financial year 2016-2017. TheSecretarial Audit Report for the financial year ended 31st March 2017 is annexed herewith.

Additionally the Secretarial Auditors have made the following observations:

1. "The Company has not complied with provisions of Section 203 of the CompaniesAct 2013 read with Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014".

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

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

The Board took note of the observation.

3. "Some of the polices to be framed and implemented by the Nomination andRemuneration Committee is under the process of formulation . Hence the full compliance ofthe section 178 of the companies Act would be fully complied only after the same iscomplete"

The Board has taken note of the observation.

4. "Shares of the company needs to be dematted as per the requirements of theprovisions of SEBI and Stock Exchange Regulations."

The Board has taken note of the observation.

18. RISK MANAGEMENT

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

19. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operations was observed.

20. VIGIL MECHANISM

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

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

No case of sexual harassment was reported during the year.

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

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

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act 2013 read with rule 8 of the Companies(Corporate Social Responsibility Policy) Rules 2014 the company has established a CSRCommittee and the statutory disclosure with respect to the CSR Activities is enclosed asAnnexure 4

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 ACROW INDIA LTD.

H. B. Doshi

Chairman

Registered Office:

Plot No 2 & 3 Ravalgaon – 423108

Taluka Malegaon District – Nashik

Maharashtra India

CIN: L13100MH1960PLC011601