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एरो ग्रीनटेक निदेशकों की रिपोर्ट, एरो ग्रीनटेक निर्देशकों द्वारा रिपोर्ट

एरो ग्रीनटेक

बीएसई: 516064  |  NSE: ARROWGREEN  |  ISIN: INE570D01018  |  Plastics

खोजें एरो ग्रीनटेक कनेक्शन Mar 17
निदेशकों की रिपोर्ट वर्षांत : Mar '18

The Directors of Arrow Greentech Limited present the 26th Annual Report on the operations of the Company, together with the Audited Accounts for the year ended 31st March, 2018.

Financial Results

(Rs. in thousands)

Particulars

2017-2018

2016-2017

Total income

4,91,319

3,37,265

Profit (Loss) before finance cost, Depreciation and Amortization expenses,

2,21,621

1,79,989

exceptional items & Tax

Less : Finance Cost

-

-

Less : Depreciation and Amortization expenses

40,314

12,542

Less: Exceptional items

-

-

Profit Before Tax

1,81,307

1,67,447

Less : Provision for Taxation

- Current Tax

32,276

22,134

- Deferred Tax

(2,442)

5,773

- Earlier Year Adjustments

-

1,588

Profit for the year

1,51,473

1,37,952

Other Comprehensive Income

266

21

Profit for the year after other comprehensive income

1,51,207

1,37,973

Add : Balance brought forward

2,59,945

1,43,167

Less : Tax & Dividend Adjustment (related to previous year)

65,747

21,195

Balance carried to Balance Sheet

3,45,406

2,59,945

Indian Accounting Standard

The Ministry of Corporate Affairs (MCA) on February 16, 2015 notified that Indian Accounting Standard (Ind AS) are applicable to certain classes of companies from April 1, 2016 with a transition date of April 1, 2015 and certain classes of companies from April 1, 2017 with a transition date of April 1, 2016. Ind AS has replaced the previous Indian GAAP prescribed under section 133 of the Companies Act, 2013 (“the Act”) read with rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to the company from April 1, 2017.

The reconciliation and description of the effects of the transition from previous GAAP to Ind AS have been set out in Note No. 3 in the notes to accounts in Standalone Financial Statement and Note No. 3 in the notes to accounts in the Consolidated Financial Statement.

Operations

The total income from operations including other income for the financial year under review amounted to Rs. 4913.19 Lacs as compared to Rs. 3372.65 Lacs in the previous year. The Company has earned net profit of Rs. 1512.07 Lacs (including other comprehensive income) as compared to Rs. 1379.73 Lacs in the previous year. After adjustment of brought forward balance of Rs. 2599.45 Lacs from previous year and payment of dividend (including corporate dividend tax) of Rs. 657.47 Lacs for previous year, Rs. 3454.06 Lacs has been carried to the Balance Sheet.

Transfer to Reserves

The Board of Directors has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the 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 in detail in Management Discussion and Analysis Report attached herewith.

Dividend

Your Directors have recommended a Dividend of 20% on 11,73,9,948 Equity Shares of the face value of Rs. 10/- i.e. Rs. 2/- per equity share for the financial year ended 31st March 2018 subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. The dividend would be payable to all those Shareholders whose names appear in the Register of Members as on the Book Closure Date.

Public Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

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 of principal and policy. This has been reflected in the selection of equipment at the project stage. The cost of power has kept to the minimum by optimum operation. Regular preventive maintenance has helped to operate unit efficiently.

(ii) Additional investment and proposals, if any, are being implemented for reduction of Conservation of Energy.

(iii) Impact of the measures at (i) and (ii) above for reduction of energy consumption and consequent impact on the cost of production of goods is not ascertainable.

(b) Foreign Exchange earnings and outgo

Foreign Exchange earnings - Rs. 3333.5Lacs (previous year Rs.. 2308.3Lacs)

Foreign Exchange outgo - Rs. 514.4 Lacs (previous year Rs. 220.8 Lacs)

Auditors and Auditors’ Report

Statutory Auditors

M/s. Haribhakti & Co. LLP, the Statutory Auditors of the Company will hold office till the ensuing Annual General Meeting. As per provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, an audit firm can be appointed as Statutory Auditors of the Company only for two terms each term consisting of five consecutive years. Further, the audit firm which has been occupying the office of auditors of the Company for more than seven years prior to implementation of the Companies Act, 2013, are eligible to hold office for additional three years only.

M/s. Haribhakti & Co. LLP, the Statutory Auditors of the Company who hold office until the conclusion of the ensuing Annual General Meeting, is proposed to be re-appointed as Statutory Auditors of the Company for the financial year 2018-19. The said Auditor have given a written consent and also issued Certificate pursuant to Section 139 of the Companies Act, 2013.

The Notes on Financial Statement referred to in the Auditors Report’s are self -explanatory and do not call for further comments. The Auditor’s Report does not contain any qualifications, adverse remark.

Secretarial Auditor

The Board has appointed M/s Rajendra & Co., Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as ANNEXURE I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Internal Auditor

The Company has appointed M/s. J.A. Rajani & Co., Chartered Accountants, Mumbai as its Internal Auditor. The internal Auditor monitors and evaluates the effectiveness and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedure and policies at all locations of the Company and reports the same on quarterly basis to the Audit Committee.

Particulars of Loans, Guarantees or Investments

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company is given in the notes to the financial statements Subsidiaries

As on March 31, 2018 there were 4 subsidiaries and 1 step down subsidiary of the Company:

Direct Indian subsidiary

Arrow Secure Technology Private Limited (WOS of the Company)

Avery Pharmaceuticals Private Limited (WOS of the Company)

LQ Arrow Security Products (India) Private Limited (WOS of the Company)

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 the salient features of the financial statements of each of the subsidiary in the prescribed form AOC-1 as ANNEXURE II to this Report, the financial statements of the subsidiaries are kept for inspection by the shareholders at the Registered Office of the Company. The said financial statements of the subsidiaries are also available on the website of the Company www.arrowgreentech.com under the Investors Section.

A report on the performance and financial position of the each of the subsidiaries in the AOC-1 is annexed to the report and hence not repeated here for the sake of brevity, under Rule 8 of the Companies (Accounts) Rules, 2014.

The Company has also formulated a Policy for determining material subsidiaries, which is uploaded on the website of the Company i.e. www.arrowgreentech.com and can be accessed at http://www.arrowgreentech.com/images/policies/ Policy_on_Material_ Subsidiaries.pdf

Consolidated Financial Statements

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Section 129(3) of the Act and SEBI Listing Regulations and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

In accordance with the Section 129(3) of the Act and Accounting Standard (Ind AS 110) on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in this Annual Report.

Corporate Governance

Your Company is in compliance with the Corporate Governance guidelines, as laid out in the SEBI Listing Regulations.

As per Regulation 34 (3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices, followed by the Company, together with a certificate from M/s. Haribhakti & Co., LLP, Chartered Accountants, confirming compliance forms an integral part of this Report.

The annual report of the Company contains a certificate by the Chairman and Managing Director in terms of SEBI Listing Regulations on the compliance declarations received from the Directors and the Senior Management personnel and a Certificate by M/s. Haribhakti & Co., LLP, Chartered Accountants, who have examined the requirements of Corporate Governance with reference to SEBI Listing Regulations and have certified the compliance, as required under SEBI Listing Regulations.

Internal control systems and their adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and the auditor 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 form MGT-9 is annexed herewith as “ ANNEXURE III”.

Share Capital

The Paid up Share Capital as on 31.3.2018 was Rs. 11.74 crore. During the year under review, the Company has not issued any shares.

Directors and Key Managerial Personnel

Ms. Suneeta Thakur, Woman Director has resigned from the Board of Directors of the Company, on 21st February 2018. The Board places on record her appreciation for the contribution in the overall growth of the Company during her tenure as Director.

The Board, upon the recommendations of the Nomination and Remuneration Committee, at its Meeting held on 29th May 2018, appointed Ms. Aradhana Singh (DIN:08141485) as an Additional (Independent) Woman Director. w.e.f. 29th May 2018. Necessary resolution for seeking approval of members for his appointment in the said office is included in the Notice of Annual General Meeting.

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Neil Patel shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16 (1) (b) of the SEBI Listing Regulations.

Details of the Director seeking appointment at the Annual General Meeting, as required in terms of Regulation 36(3) of the SEBI Listing Regulations is provided in the Annexure to the Explanatory Statement to the Notice.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Shilpan Patel, Chairman & Managing Director, Mr. Neil Patel, Jt. Managing Director, Mr. Hitesh Punglia, Chief Financial Officer, and Ms. Poonam Bansal, Company Secretary of the Company. The Remuneration and other details of Key Managerial Personnel for the financial year ended March 31, 2018 are mentioned in the Extract of the Annual Return which is attached to the Board’s Report.

Board Evaluation

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, the directors 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 has been explained in the Corporate Governance Report.

Meetings

During the year five Board Meetings and four Audit Committee Meetings were 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 the Companies Act, 2013.

Further, a separate Meeting of the Independent Directors of the Company was also held on 13th February, 2018, whereat the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were discussed.

Audit Committee

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance, under the head, ‘Audit Committee’ for matters relating to constitution, meetings and functions of the Committee.

Vigil Mechanism / Whistle Blower Policy

In compliance with provisions of section 177(9) and (10) of the Companies Act, 2013 read with Regulation 22 of the Listing Regulations, your Company has adopted whistle blower policy for Directors and employees to report genuine concerns to the management of the Company. The whistle blower policy of the Company is posted on the website 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 accordance with the provisions of subsection (3) of Section 178 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance, under the head, ‘Nomination and Remuneration Committee’ for matters relating to constitution, meetings, functions of the Committee.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and the Remuneration Policy of the Company may be accessed on the Company’s website at the link: http://www.arrowgreentech.com/images/policies/nomination-remuneration-policy.pdf

Corporate Social Responsibility Initiatives

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company during the year are set out in ANNEXURE IV of this report as per the format prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Policy may be accessed on the Company’s website at the link: http://www.arrowgreentech.com/ images/policies/ CSR_Policy.pdf

Related Party Transactions

All related party transactions that were entered into during the financial 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 with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large

Particulars of Employees and related disclosures

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Financial Statement are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Risk management policy

Pursuant to the requirement of Section 134 (3) (n) of the Act, the Company has in place a structured risk management policy. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business.

Directors’ Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended on 31st March, 2018 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 adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the directors had prepared the accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Industrial Relations

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

3. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgments:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institution, Banks, Government Authorities, Vendors and Shareholders and all organizations connected with its business during the year under review. Your Directors also wish to place a record their deep sense of appreciation for the committed services of Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors

Neil S. Patel

Place: Mumbai Jt. Managing Director

Date: May 29, 2018 DIN:00607101

स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `750 Cr की खरीदारी की
  • MARKET CUES : DIIs ने कैश में `703 Cr की बिकवाली की
  • MARKET CUES : FIIs ने F&O में `725 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `661 Cr की खरीदारी की
  • MARKET CUES : इंडेक्स ऑप्शंस में `861 Cr की बिकवाली की
  • MARKET CUES : स्टॉक फ्यूचर्स में `681 Cr की बिकवाली की
  • CS ON INFOSYS : Underperform रेटिंग, लक्ष्य बढ़ाकर `720/Sh
  • JEFFERIES ON INFOSYS : BUY रेटिंग, लक्ष्य घटाकर `915/Sh
  • CITI ON INFOSYS : BUY रेटिंग, लक्ष्य `900/Sh
  • UBS ON INFOSYS : Neutral रेटिंग, लक्ष्य `900/Sh

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