The Directors of Arrow Greentech Limited present the 27 th AnnualReport on the operations of the Company together with the Audited Accounts for the yearended March 31 2019.
|Particulars ||2018-2019 ||2017-2018 |
|Total income ||510911 ||491319 |
|Profit (Loss) before finance cost Depreciation and Amortization expenses exceptional items & Tax ||44222 ||221621 |
|Less : Finance Cost ||- ||- |
|Less : Depreciation and Amortization expenses ||34084 ||40314 |
|Less: Exceptional items ||- ||- |
|Profit Before Tax ||10138 ||181307 |
|Less : Provision for Taxation || || |
|- Current Tax ||11010 ||32276 |
|- Deferred Tax ||(2773) ||(2442) |
|Profit for the year ||1901 ||151473 |
|Other Comprehensive Income ||(188) ||(266) |
|Profit for the year after other comprehensive income ||1713 ||151207 |
|Add : Balance brought forward ||345406 ||259944 |
|Less : Tax & Dividend Adjustment ||23479 ||65746 |
|(related to previous year) || || |
|Balance carried to Balance Sheet ||323640 ||345406 |
Indian Accounting Standard
Financial Statement has been prepared in accordance with the Companies("Indian Accounting Standards") Rules 2015 (IND AS) prescribed under Section133 of the Companies Act 2013 and other recognised accounting practices and policies tothe extent applicable.
The total income from operations including other income for thefinancial year under review amounted to Rs5109.11 Lacs as compared to
Rs4913.19 Lacs in the previous year. The Company has earned net profitof Rs17.13 Lacs (including other comprehensive income) as compared to Rs1512.07 Lacs inthe previous year. After adjustment of brought forward balance of Rs3454.06 Lacs fromprevious year and payment of dividend (including corporate dividend tax) of Rs234.78 Lacsfor previous year Rs3236.40 Lacs has been carried to the Balance Sheet.
Transfer to Reserves
The Board of Directors has not recommended transfer of any amount ofprofit to reserves during the year under review. Hence the entire amount of profit forthe year under review has been carried to the Profit and Loss account.
Business outlook and future prospects:
Business outlook and future prospects of the Company is discussed indetail in Management Discussion and Analysis Report attached herewith.
Your Directors have recommended a Dividend of 5% on 11739948 EquityShares of the face value of Rs10/- i.e. Rs0.50/- per equity share for the financial yearended March 31 2019 subject to the approval of the shareholders at the ensuing AnnualGeneral Meeting of the Company. The dividend would be payable to all those Shareholderswhose names appear in the Register of Members as on the Book Closure Date.
Your Company has not accepted any deposits within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.
Conservation of Energy Technology absorption and Foreign Exchangeearnings and outgo:
(a) Conservation of Energy and Technology Absorption
(i) The Company has paid special attention to the conservation ofenergy as a matter of principal and policy. This has been reflected in the selection ofequipment at the project stage. The cost of power has kept to the minimum by optimumoperation. Regular preventive maintenance has helped to operate unit efficiently.
(ii) Additional investment and proposals if any are being implementedfor reduction of Conservation of Energy.
(iii) Impact of the measures at (i) and (ii) above for reduction ofenergy consumption and consequent impact on the cost of production of goods is notascertainable.
(b) Foreign Exchange earning and outgo
|Foreign Exchange earnings ||- ||Rs 1796.27 Lacs (previous year Rs3333.5 Lacs) |
|Foreign Exchange outgo ||- ||Rs669.48 Lacs (previous year Rs514.4 Lacs) |
Auditors And Auditors' Report
Members of the Company at the AGM held on September 27 2016 approvedthe appointment of M/s. Haribhakti & Co. LLP as the Statutory Auditors of the Companyfor a period of five years commencing from the conclusion of the 24th AGM held onSeptember 27 2016 until the conclusion of 29th AGM of the Company to be held in the year2021. The report of Statutory Auditors forms part of the Annual Report.
The notes on financials statement referred to in the Auditor's reportare self explanatory and do not call for further comments. The auditors report do notcontain any qualification adverse remarks.
The Board has appointed M/s Rajendra & Co. Practising CompanySecretary to conduct Secretarial Audit for the financial year 2018-19. The SecretarialAudit Report for the financial year ended March 31 2019 is annexed herewith marked as ANNEXUREI to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
The Company has appointed M/s. J.A. Rajani & Co. CharteredAccountants Mumbai as its Internal Auditor. The Internal Auditor monitors and evaluatesthe effectiveness and adequacy of internal control system in the Company its complianceswith operating systems accounting procedure and policies at all locations of the Companyand reports the same on quarterly basis to the Audit Committee.
Particulars of Loans Guarantees or Investments:
The company has not given any guarantees covered under the provisionsof section 186 of the Companies Act2013.
The details of the Loans given & investments made by company isgiven in the notes to the financial statements.
As on March 31 2019 there were 4 subsidiaries and 1 step downsubsidiary of the Company:
Direct Indian subsidiary:
Arrow Secure Technology Private Limited (WOS of the Company) AveryPharmaceuticals Private Limited (WOS of the Company) LQ Arrow Security Products (India)Private Limited
Direct Foreign subsidiary:
Arrow Green Technologies (UK) Limited (WOS of the Company)
Step down subsidiary:
Advance IP Technologies Limited (Subsidiary of Arrow Green Technologies(UK) Limited)
Pursuant to Section 129(3) of the Act a statement containing thesalient features of the financial statements of each of the subsidiary in the prescribedform AOC-1 as ANNEXURE II to this Report the financial statements of thesubsidiaries are kept for inspection by the
shareholders at the Registered Office of the Company. The saidfinancial statements of the subsidiaries are also available on the website of the Companywww.arrowgreentech.com under the Investors Section.
A report on the performance and financial position of the each of thesubsidiaries in the AOC-1 is annexed to the report and hence not repeated here for thesake of brevity under Rule 8 of the Companies (Accounts) Rules 2014.
The Company has also formulated a Policy for determining materialsubsidiaries which is uploaded on the website of the Company i.e. www.arrowgreentech.comand can be accessed at
Consolidated Financial Statements
Your Directors have pleasure in attaching the Consolidated FinancialStatements pursuant to Section 129(3) of the Act and SEBI Listing Regulations and preparedin accordance with the Accounting Standards prescribed by the Institute of CharteredAccountants of India in this regard.
In accordance with the Section 129(3) of the Act and AccountingStandard (Ind AS 110) on Consolidated Financial Statements the audited ConsolidatedFinancial Statements are provided in this Annual Report.
Your Company is in compliance with the Corporate Governance guidelinesas laid out in the SEBI Listing Regulations.
As per Regulation 34 (3) read with Schedule V of the SEBI ListingRegulations a separate section on corporate governance practices followed by theCompany together with a certificate from M/s. Haribhakti & Co. LLP CharteredAccountants confirming compliance forms an integral part of this Report.
The annual report of the Company contains a certificate by the Chairmanand Managing Director in terms of SEBI Listing Regulations on the compliance declarationsreceived from the Directors and the Senior Management personnel and a Certificate by M/s.Haribhakti & Co. LLP Chartered Accountants who have examined the requirements ofCorporate Governance with reference to SEBI Listing Regulations and have certified thecompliance as required under SEBI Listing Regulations.
Internal control systems and their adequacy:
The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The scope and authority of the Internal Auditfunction is defined in the Internal Audit Manual. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committeeof the Board & to the Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company. Based on the report ofinternal audit function process owners undertake corrective action in their respectiveareas and thereby strengthen the controls. Significant audit observations andrecommendations along with corrective actions thereon are presented to the Audit Committeeof the Board.
Internal Financial Controls
The Company has in place adequate internal financial controls withreference to financial statements. During the year such controls were tested and theauditor has not identified any material weakness relating to financial reporting
Extract of Annual Return:
The details forming part of the extract of the Annual Return in formMGT-9 is annexed herewith as "ANNEXURE III".
The Paid up Share Capital as on March 31 2019 was Rs11.74 crore.During the year under review the Company has not issued any shares.
Directors and Key Managerial Personnel
Pursuant to the provisions of the Companies Act 2013 and Article ofAssociation of the Company Mr. Neil Patel Jt. Managing Director of the Company isliable to retire by rotation at the ensuing Annual General Meeting and being eligibleoffer himself for re-appointment. The Board recommends his appointment.
The Nomination and Remuneration Committee and the Board of Directors attheir respective meetings held on May 18 2019 have recommended and approved there-appointment of Mr. Harish Mishra whose first term as Independent Director of theCompany will be expiring on September 28 2019 and proposed to be re-appointed asIndependent Director for a second consecutive term period of 5 (five) years w.e.f. April01 2019 upto March 31 2024 subject to approval of Members at this ensuing AnnualGeneral Meeting of the Company.
Further the Nomination and Remuneration Committee and the Board ofDirectors at their respective meetings held on May 18 2019 have recommended and approvedthe re-appointment of Mr. Dinesh Modi whose first term as Independent Director of theCompany will be expiring on September 28 2019 and proposed to be re-appointed asIndependent Director for a second consecutive term period of 5 (five) years w.e.f. April01 2019 upto March 31 2024 subject to approval of Members at this ensuing AnnualGeneral Meeting of the Company.
Further the Nomination and Remuneration Committee and the Board ofDirectors at their respective meetings held on May 18 2019 have recommended and approvedthe re-appointment of Mr. Haresh Mehta whose first term as Independent Director of theCompany will be expiring on March 31 2020 and proposed to be re-appointed as IndependentDirector for a second consecutive term period of 5 (five) years w.e.f. April 01 2020 uptoMarch 31 2025 subject to approval of Members at this ensuing Annual General Meeting ofthe Company.
Due notices under Section 160 of the Companies Act 2013 have beenreceived from members of the Company proposing the reappointment of Mr. Harish Mishra Mr.Dinesh Modi and Mr. Haresh Mehta as Independent Directors of the Company at this AnnualGeneral Meeting.
Brief resume nature of expertise details of directorships held inother companies of the above Directors proposed to be re-appointed along with theirshareholding in the Company as stipulated under Secretarial Standard 2 and Regulation 36of the Listing Regulations is appended as an annexure to the Notice of the Annual GeneralMeeting.
All the Directors of the Company have confirmed that they are notdisqualified from being appointed as directors in terms of Section 164 of the CompaniesAct 2013
Pursuant to the provisions of Section 203 of the Act the KeyManagerial Personnel of the Company are Mr. Shilpan Patel Chairman & ManagingDirector Mr. Neil Patel Jt. Managing Director Mr. Hitesh Punglia Chief FinancialOfficer and Ms. Poonam Bansal was the Company Secretary of the Company. The Remunerationand other details of Key Managerial Personnel for the financial year ended March 31 2019are mentioned in the Extract of the Annual Return which is attached to the Board's Report.
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR)Regulation 2015 the Board has carried out an evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Appointment& Remuneration Committees. The manner in which the evaluation has been carried out hasbeen explained in the Corporate Governance Report.
During the year four Board Meetings and four Audit Committee Meetingswere convened and held. The details of which are given in the Corporate Governance Report.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
Further a separate Meeting of the Independent Directors of the Companywas also held on February 09 2019 where at the prescribed items enumerated underSchedule IV to the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 were discussed.
An Audit Committee is in existence in accordance with the provisions ofSection 177 of the Companies Act 2013. Kindly refer to the section on CorporateGovernance under the head 'Audit Committee' for matters relating to constitutionmeetings and functions of the Committee.
Vigil Mechanism / Whistle Blower Policy:
In compliance with provisions of section 177(9) and (10) of theCompanies Act 2013 read with Regulation 22 of the Listing Regulations your Company hasadopted whistle blower policy for Directors and employees to report genuine concerns tothe management of the Company. The whistle blower policy of the Company is posted on thewebsite of the Company and may be accessed on the Company's website at the link:http://www.arrowgreentech.com/images/policies/Whistle%20Blower%20Policy.pdf
Nomination and Remuneration Committee
A Nomination and Remuneration Committee is in existence in accordancewith the provisions of subsection (3) of Section 178 of the Companies Act 2013. Kindlyrefer to the section on Corporate Governance under the head 'Nomination and RemunerationCommittee' for matters relating to constitution meetings functions of the Committee.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy recommended by the Nominationand Remuneration Committee is duly approved by the Board of Directors of the Company andthe Remuneration Policy of the Company may be accessed on the Company's website at thelink: http://www.arrowgreentech.com/images/policies/nomination-remuneration-policy.pdf
Corporate Social Responsibility Initiatives
The brief outline of the Corporate Social Responsibility (CSR) Policyof the Company and the initiatives undertaken by the Company during the year are set outin Annexure IV of this report as per the format prescribed in Companies (Corporate SocialResponsibility Policy) Rules 2014.
The CSR Policy may be accessed on the Company's website at the link:
Related Party Transactions:
All related party transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course of the business.There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large.
Particulars of Employees and related disclosures
The information required pursuant to Section 197 read with Rule 5 ofThe Companies (Appointment and remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company will be provided upon request. In terms of Section136 of the Act the Report and Financial Statement are being sent to the Members andothers entitled thereto excluding the information on employees' particulars which isavailable for inspection by the Members at the Registered Office of the Company duringbusiness hours on working days of the Company upto the date of the ensuing Annual GeneralMeeting. If any Member is interested in obtaining a copy thereof such Member may write tothe Company Secretary in this regard.
Risk Management Policy
Pursuant to the requirement of Section 134 (3) (n) of the Act theCompany has in place a structured risk management policy. The Risk management process isdesigned to safeguard the organisation from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risks in order to minimizeits impact on the business.
Directors' Responsibility Statement
In terms of Section 134 (5) of the Companies Act 2013 the directorswould like to state that:
i) in the preparation of the annual accounts the applicable AccountingStandards had been followed along with proper explanation relating to material departures;
ii) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are responsible and prudent so asto give a true and fair view of the state of affairs of the Company for the financial yearended on March 31 2019 and of the profit/loss of the Company for the period under review;
iii) the directors had taken proper and sufficient care of themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv) the annual accounts/financial statement have been prepared on a'going concern' basis.
v) The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.
vi) The directors had devised proper system to ensure compliance withthe provisions of all applicable laws and that such system were adequate and operatingeffectively.
During the year under review your Company enjoyed cordial relationshipwith workers and employees at all levels.
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:
1. No material changes and commitments affecting the financial positionof the Company occurred between the end of the financial year to which this financialstatements relate on the date of this report.
2. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.
3. Your Directors further state that during the year under reviewthere were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
Your Directors would like to express their grateful appreciation forthe assistance and co-operation received from the Financial Institution Banks GovernmentAuthorities Vendors and Shareholders and all organizations connected with its businessduring the year under review. Your Directors also wish to place a record their deep senseof appreciation for the committed services of Executives Staff and Workers of theCompany.
| ||For and on behalf of the Board of Directors |
| ||Shilpan P Patel |
|Place: Mumbai ||Chairman & Managing Director |
|Date: May 18 2019 ||DIN:00341068 |