The Directors of Arrow Coated Products Limited present the 22nd AnnualReport on the operations of the Company together with the Audited Accounts for the yearended 31st March 2014.
(Rs in '000)
|Particulars ||2013-2014 ||2012-2013 |
|Total income ||189559 ||106599 |
|Profit (Loss) before finance cost Depreciation and Amortization expenses || || |
|exceptional items & Tax ||65331 ||21726 |
|Less : Finance Cost ||- ||1727 |
|Less : Depreciation and Amortization expenses ||3641 ||2497 |
|Less: Exceptional items ||88 ||364 |
|Profit Before Tax (PBT) ||61690 ||17138 |
|Less : Provision for Taxation || || |
|- Current Tax ||15600 ||440 |
|- Deferred Tax ||393 ||376 |
|- Fringe Benefit Tax ||- ||- |
|Profit After Tax (PAT) ||45609 ||16322 |
|Add : Balance brought forward ||10528 ||4643 |
|Less : Tax & Dividend Adjustment ||(20325) ||(10437) |
|Less : Tax adjustment of earlier years ||(1129) ||- |
|Balance carried to Balance Sheet ||34683 ||10528 |
The total income from operations including other income for the financial year underreview amounted to Rs 1895.59 Lacs as compared to Rs 1065.99 Lacs in the previous year.The Company has incurred net profit ofRs 456.09 Lacs under review after providing fordepreciation of Rs 36.41 Lacs and taxation of Rs 159.93 Lacs. After adjustment of broughtforward balance ofRs 105.28 Lacs from previous year and after providing for the taxadjustment Rs 346.83 Lacs has been carried to the Balance Sheet.
Business outlook and future prospects:
Business outlook and future prospects of the Company is discussed in detail inManagement Discussion and Analysis Report attached herewith.
Your Directors have recommended a dividend of 15% on Equity Shares of the Company forthe year ended 31st March 2014.
During the year under review the Company has not accepted/renewed any deposits fromthe public within the meaning of Section 58A and 58AAof the Companies Act 1956.
Mr. Haresh Mehta Director of the Company retire by rotation at the ensuring AnnualGeneral Meeting and being eligible offer himself for re-appointment.
Pursuant to Section 149 150 and 152 of the Act read with Companies (Appointment andQualification of Director) Rules 2014 along with Schedule IV or re-enactment there offurther time being inforce the Independent Directors can hold office for a term of fiveconsecutive years on the Board of your Company. Accordingly it is proposed to appoint Mr.Harish Mishra existing director as independent directorforfive consecutive years andshall not be liable to retire by rotation.
The Company has received requisite notice from a member proposing his candidature forappointment as an independent director and has also received declaration from theaforesaid independent director confirming that he meet the criteria of independence asprescribed under the provisions of Section 149 (6) of the Companies Act 2013 and clause49 of the Listing Agreement with the Stock Exchanges.
Subject to approval of the shareholders the Board of Directors at its meeting held on3rd May 2014 and as per the recommendation of Nomination &RemunerationCommittee re-appointed Mr. Shilpan Patel as Managing Director & Mr. Neil Patel asWhole Time Director for the period of 3 (three) years w.e.f. 1st April 2014.
During the year Mr. Faredun Tarapoorwala & Mr. Vijay Dhar resigned from the Boardof Directors of the Company on 20th July 2013 & 25th January2014 respectively. The Board places on record their appreciation for their contribution inthe overall growth of the Company during their tenure as Director.
Directors' Responsibility Statement
In accordance with the provisions of Section 217(2AA) of The Companies Act 1956 yourDirectors confirm that:
i) in the preparation of the annual accounts the applicable Accounting Standards(except AS-24 regarding discontinuance of operations) had been followed along with properexplanation relating to material departures;
ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are responsible and prudent so as to give a true andfair view of the state of affairs of the Company for the financial year ended on 31stMarch 2014 and of the profit/loss of the Company for the period under review;
iii) the directors had taken proper and sufficient care of the maintenance of adequateaccounting records in accordance with the provisions of this Actforsafeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;
iv) the directors had prepared the accounts on a going concern basis.
Management Discussion and Analysis Report and Report on Corporate Governance alongwitha certificate from the Auditors of the Company regarding compliance of conditions ofCorporate Governance as stipulated under clause 49 of the Listing Agreement with theStock Exchange are attached and form part of this Annual Report.
M/s. J. A. Rajani & Co. the Statutory Auditors of the Company will hold officetill the ensuing Annual General Meeting. As per provisions of Section 139 of the CompaniesAct 2013 read with Companies (Audit and Auditors) Rules 2014 an audit firm can beappointed as Statutory Auditors of the Company only for two terms each term consisting offive consecutive years. Further the audit firm which has been occupying the office ofauditors of the Company for more than seven years prior to implementation of the CompaniesAct 2013 are eligible to hold office for additional three years only.
M/s. J. A. Rajani & Co. the Statutory Auditors of the Company who has alreadyserved as auditors of the Company for more than seven years are eligible to hold office ofauditors for three years as per provisions of Section 139 of the Companies Act 2013.Accordingly M/s. J. A. Rajani & Co Statutory Auditors of the Company who hold officeuntil the conclusion of the ensuing Annual General Meeting is proposed to be re-appointedas Statutory Auditors of the Company for the financial year 2014-15. The said Auditor havegiven a written consent and also issued Certificate pursuant to Section 139 of theCompanies Act 2013.
In respect to observations made by the Auditors in their report your Directors wouldlike to state as under:
1) The Company has discontinued trading activities in Digital Printing Machine andDigital Signage Cutting Machine and the Management of the Company is of opinion that allthe assets related Machine Division will be realised at a value at which they appear inthe books of account in aggregate.
2) Regarding over due advances aggregating Rs 20616.610('000) Lacs the Company ishopeful of total realisation and hence no provision for the same is made.
3) Regarding payment of undisputed statutory due we state that the company is inprocess of payment of the same with appropriate authorites
Particulars of Employees as per Section 217(2A) of Companies Act 1956
During the year under review none of the employees of the Company was in receipt ofremuneration equal to or exceeding the limits prescribed under Section 217(2A) of theCompanies Act 1956 and Rules there under.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo:
(a) Conservation of Energy and Technology Absorption
(i) The Company has paid special attention to the conservation of energy as a matter ofprincipal and policy. This has been reflected in the selection of equipment at the projectstage. The cost of power has kept to the minimum by optimum operation. Regular preventivemaintenance has helped to operate unit efficiently.
(ii) Additional investment and proposals if any are being implemented for reductionof Conservation of Energy.
(iii) Impact of the measures at (i) and (ii) above for reduction of energy consumptionand consequent impact on the cost of production of goods is not ascertainable.
(b) Foreign Exchange earning and outgo
|Foreign Exchange earnings ||- Rs 1511.12 Lacs (previous year Rs652.92 Lacs) |
|Foreign Exchange outgo ||- Rs 63.56 Lacs (previous year Rs85.10Lacs) |
Employees' Stock Options:
Your Company had introduced an employee stock option plan framed in accordance withSEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999titled Arrow Employees Stock Option Plan 2007 during the financial year 2006-07. Accordingto the scheme the Options granted should be exercised within a period of 3 years from thedate of Vesting.
Your Company had introduced an employee stock option plan vide resolution dated 27thFebruary 2007 was approved by the shareholders in an Extra Ordinary General Meeting and anESOP scheme was prepared to benefit the employees of the Company. According to the schemethe Options granted should be exercised within a period of 3 years from the date ofVesting.
83550 number of Option has been lapsed during the year and an amount ofRs 2222430/-has been written off.
Subsidiary Companies and Consolidated Financial Statements:
The Ministry of Corporate Affairs (MCA) vide General Circular No. 2/2011 No.51/12/2007-CL-l 11 dated 8th February 2011 read with General CircularNo.3/2011 No. 5/12/2007-CL-llI dated 21 st February 2011 has granted a general exemptionfrom attaching the Balance Sheet of Subsidiary Companies with holding Company's BalanceSheet if the holding Company presents in its Annual Report the Consolidated FinancialStatements duly audited by its Statutory Auditors. The Company is publishing ConsolidatedFinancial Statements in the Annual Report and accordingly the Company is not attachingthe Balance Sheets of the subsidiary Companies.
Further as required under the said circular a statement of financial information ofthe Subsidiary Company viz. Arrow Coated Products (UK) Ltd. and Arrow Secure TechnologyPvt. Ltd. (formerly known as NagralD Arrow Secure Cards Pvt. Ltd.) and step downsubsidiary company viz. Advance IP Technologies Ltd. and Arrow Reality Limited(subsidiaries of Arrow Coated Products (UK) Ltd.) is attached to this report.
The annual accounts of the above referred subsidiaries and step down subsidiary companyshall be made available to the share holders of the company and of the subsidiarycompanies on request and will also be kept open for inspection at the Registered Office ofthe Company and of the subsidiary companies during the office hours on all working daysand during the Annual General Meeting.
Your Directors would like to express their grateful appreciation for the assistance andco-operation received from the Financial Institution Banks Government AuthoritiesVendors and Shareholders and all organizations connected with its business during the yearunder review. Your Directors also wish to place a record their deep sense of appreciationfor the committed services of Executives Staff and Workers of the Company.
| ||For and on behalf of the Board of Directors |
|Place: Mumbai ||Shilpan P. Patel |
|Date: 3rd May 2014 ||Chairman & Managing Director |
| ||DIN:00341068 |
Information as required under General Circular No. 2/2011 No. 51/12/2007-CL-lll dated8th February 2011 issued by the Ministry of Corporate Affairs (MCA) relating toSubsidiary Companies for the year ended 31s' March 2014 under section 212 ofthe Companies Act 1956.
|Particulars ||Arrow Secure Technology Pvt. Ltd. ||Arrow Coated Products (UK) Ltd. ||Advance IP Technologies Ltd. ||Arrow Realty Ltd. |
|Share Capital ||4312.75 ||1602 ||79.71 ||10.18 |
|Reserves ||4008.87 ||127760 ||1992.66 ||(4168.58) |
|Total Assets ||384.77 ||177065 ||5923.77 ||62908.80 |
|Total Liabilities ||80.89 ||47703 ||3851.40 ||67067.10 |
|Investments (except in subsidiary company) || |
|Turnover || |
|Profit/(Loss) before Taxation ||(58.97) ||136466 ||2346.61 ||(4766.81) |
|Provision for Taxation ||- ||20448 ||469.32 ||- |
|Profit/(Loss) after Taxation ||(58.97) ||116018 ||1877.28 ||(4766.81) |
|Proposed Dividend ||Nil || |