DIRECTORS' REPORT Dear Members, Your Directors present the 55th Annual Report together with the Audited Financial Statement of the Company for the financial year ended 31st March 2015. 2. OPERATIONS The Company has been engaged in the manufacture of engineering items namely equipment for the Sugar industry. However, it has temporarily stopped manufacturing operations to revisit the costing of its products. 3. DIVIDEND Your Directors do not recommend any dividend on the equity shares for the year ended 31st March 2015. 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 been followed along with proper explanation relating to material departures. 2. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss account of the Company for that year. 3. Proper and sufficient care has been taken for maintaining adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets 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 internal financial controls are adequate and were operating effectively. 6. A system has been devised to ensure compliance with the provisions of all applicable laws 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 the Companies 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 this Report. 8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure 2 to this Report. 9. PARTICULARS REGARDING DIRECTORS, KEY MANAGERIAL PERSONNEL AND REMUNERATION PAID TO DIRCTOR AND KEY MANAGERIAL PERSONNEL. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rules forms part of the Report. None of the employees of the Company is drawing remuneration in excess 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 has prescribed that your Company shall have minimum two Independent Directors. 11. RELATED PARTY TRANSACTION The company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 and the particulars of the contracts or arrangements with related parties referred to in Section 188 (1), as prescribed in Form AOC-2 of the rules prescribed under Chapter DC relating to Accounts of Companies under the Companies Act, 2013 is appended as Annexure 3 of the Report. Your Directors draw attention of the members to Note 30 to the financial statement, which sets out related party disclosures. 14. CORPORATE GOVERNANCE As per the requirements of SEBI regarding Listing Agreement and further with reference to Circular dated September 2014 stating amendment as, "The Clause 49 of the Listing Agreement shall be applicable to all companies whose equity shares are listed on a recognized stock exchange. However, compliance with the provisions of Clause 49 shall not be 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 not exceeding Rs. 25 crores, as on the last day of the previous financial year." Since the Company's net worth does not exceed the said limit, the Corporate Governance report is not prepared. 15. AUDITORS AND AUDIT REPORT M/s V. Sankar Aiyar and Co., Chartered Accountants, Statutory Auditors of your company, retires at the ensuing Annual General Meeting and is eligible for reappointment. The Auditors have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. There are no qualifications, reservation or adverse remarks or disclaimers made 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 by the Central Government in Sub-sections (1) and (2) of Section 469 and Section 148 of the companies Act, 2013 (18 of 2013), the Company is not covered under amended rules of the Companies (Cost Records and Audit) Rules, 2014, Rule 3(ii) for maintenance of Cost records with effect from financial year 2014-15. 17. SECRETARIAL AUDITORS The Board has appointed M/s. Bipin Raje and Associates as Secretarial Auditors of the Company, according to the provisions of Section 204 of the Companies Act, 2013 for conducting Secretarial Audit of the Company for the financial year 2014-2015. The Secretarial Audit Report for the financial year ended 31st March 2015 is annexed herewith. Additionally, the Secretarial Auditors have made the following observations: L "The Company has not complied with provisions of Section 203 of the Companies Act, 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 suitable candidates at the earliest. At present, Mr. Snehal Shah, Group CFO, has been looking after the finance functions of the Company. Similarly Ms. Neha Oza has been looking after the secretarial functions of the Company. 2. "With the coming into force of the Companies Act, 2013, several regulations of the Articles of Association of the Company require alterations or deletions as they are based on the Companies Act, 1956, or contain specific reference thereto. The Company has, so far, not carried out such modifications / deletions or adoption of new set of Articles." The Board has taken note of the observation. 18. RISK MANAGEMENT The Company has set in motion a system for management of risk associated with the orderly functioning of the Company. The Audit Committee has been mandated the accountability for integration of risk management practices into day to day activities. 19. 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 no reportable material weakness in the design or operations was observed. 20. VIGIL MECHANISM Your company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy under Vigil the Mechanism in accordance with the provisions of the Companies Act, 2013 and the Listing Agreement for reporting the genuine concerns or grievances or concerns of actual or suspected fraud or violation of the Company's Code of Conduct. 21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 No case of sexual harassment was reported during the year. 22. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED. Particulars of loans given, investments made and Guarantees given and Securities provided are given in the financial statements and notes to accounts. Your Director take this opportunity to place on record their sincere appreciation for the timely assistance and cooperation extended by Financial Institutions, Company's Bankers and various Government Agencies / Bodies and look forward to receive their continued support. Your Directors also wish to place on record their appreciation for the cooperation extended / services rendered by the workmen, staff, executives, dealers, customers and all others concerned. Your Directors also express thanks to the shareholders for their support to and confidence reposed in the Company. For ACROW INDIA LTD. H. B. Doshi Chairman Date : 29th May 2015 Registered Office: Plot No 2 & 3, Ravalgaon - 423108, Taluka Malegaon, District - Nashik, Maharashtra, India CIN: L13100MH1960PLC011601 |