Your Directors present their Seventh Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2014.
(Rs in 000)
|Particulars||Year Ended 31.03.2013||Year Ended 31.03.2012|
|Income for the year||4,27,388.03||3,73,449.83|
|Profit before Interest, Depreciation and Tax||1,00,397.97||87,831.92|
|Profit before Depreciation and Taxes||84,443.52||59,350.82|
|Depreciation & Amortisation||31,738.64||44,621.59|
|Provisions for Taxation/ Deferred Tax||16,928.24||(15,192.07)|
|Prior Period Items / Extra Ordinary Items||33.22||153.92|
|Net Profit for the Current Year||35,743.42||29,767.38|
|Net Profit available for Appropriation||30,780.76||1,013.38|
|Balance carried to Balance Sheet||66,524.18||30,780.76|
The Directors do not recommend any dividend for the Financial Year ended 31st March, 2014.
During the year under review, your Company recorded a total income of Rs 427,388.03 (Rs 000). For further information, kindly refer to Management Discussion and Analysis Report, forming part of this Annual report.
Corporate Governance Report
Pursuant to Clause 49 of the Listing Agreement, the Management Discussion & Analysis Report and Corporate Governance Report together with Certificate from Auditors of the Company, on compliance with the conditions of Corporate Governance as laid down, forms part of this Annual Report.
Particulars of Employees
In terms of provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are set out in the Annexure to the Directors Report. However, having regard to the provisions of Section 219 (1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all members of the Company and other entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.
Particulars Regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo
The particulars as required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are furnished in the Annexure A to this Report.
The Board of Directors of the Company have appointed Ms. Anjali Mody and Dr. Vrajesh Udani, as Additional Directors of the Company at its meeting held on 4th August, 2014, in accordance with the provisions of Section 161 of the Companies Act, 2013 and Rules made thereunder. They hold the office as Additional Directors upto the date of the ensuing Annual General Meeting of the Company. The Company has received a notice from a member, proposing appointment of Ms. Anjali Mody as Director and Dr. Vrajesh Udani as Independent Director at the ensuing Annual General Meeting in accordance with applicable provisions of the Companies Act, 2013 and the Rules framed thereunder.
Further pursuant to provisions of Section 149 of the Companies Act, 2013, it is proposed to seek shareholders approval for appointment of Mr. Aditya Mangaldas and Mr. Aurobind Patel, existing Directors of the Company, as Non-Executive Independent Directors of the Company, for one term of consecutive five years from the conclusions of ensuing Annual General Meeting of the Company.
At the ensuing Annual General Meeting, in accordance with the provisions of the Companies Act, 2013, Mr. Harshvardhan Piramal, Director of the Company, retire by rotation and he has not sought re-appointment and it is proposed not to fill in the vacancy caused by his retirement. The Board of Directors would like to place on record their sincere appreciation for the valuable contribution made by Mr. Harshvardhan Piramal, from time to time, during his tenure as Director of the Company. Further, at the ensuing Annual General Meeting, it is proposed to alter the terms of re-appointment of Mr. Jaydev Mody, Director, who was re-appointed as liable to retire by rotation at the Annual General Meeting of the Company held on 7th September, 2013, by making him not liable to retire by rotation.
With the appointment of Ms. Anjali Mody as Director and Dr. Vrajesh Udani as Independent Director at the ensuing Annual General Meeting, the composition of the Board of Directors of the Company will be in accordance with provision of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement including the Revised (proposed) Clause 49 of the Listing Agreement, which shall be effective from 1st October, 2014.
The brief resume/details relating to directors, who are proposed to be appointed/ re-appointed are furnished as an Annexure to the notice of the ensuing Annual General Meeting.
Your directors recommend their appointment/reappointment at the ensuing Annual General Meeting.
Directors Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors confirm that: 1. in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed alongwith proper explanation relating to material departures; 2. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs as at 31st March, 2014 and of the profit of the Company for the year under review;
3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
4. the Directors have prepared the accounts for the financial year ended 31st March, 2014 on going concern basis.
During the year under review, the Company has not accepted any fixed deposits from the public.
The Board of Directors recommends to re-appoint M/s. Amit Desai & Co., Chartered Accountant, as Statutory Auditors of the Company, from the conclusion of this 7th Annual General Meeting till the conclusion of the 10th Annual General Meeting of the Company subject to ratification by the Members at every Annual General Meeting to be held during the period. M/s. Amit Desai & Co. have given their consent to act as Statutory Auditors, if re-appointed. Members are requested to consider their re-appointment. The auditors comments on the Companys accounts for the year ended on 31st March, 2014 are self explanatory in nature and do not require any explanation as per the provisions of Section 217(3) of the Companies Act, 1956.
Your Directors have appointed M/s. Shilpa & Co., Cost Accountants, as the Cost Auditors to conduct the Cost Audit for the year 2014-15. In accordance with the Cost Audit (Report) Rules, 2011, the Cost Audit Report of the Company for the financial year ended 31st March, 2013 was filed with the Ministry of Corporate Affairs.
Your Directors express their sincere appreciation of the co-operation received from shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.
|Mumbai, 4th August, 2014||JAYDEV MODY|
|Plot No. 101-103,|
|19th Street, MIDC,|
|Satpur, Nasik, Maharashtra.|
|Pin 422 007.|
INFORMATION UNDER SECTION 217(1) (e) OF THE COMPANIES ACT,1956, READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF DIRECTORS REPORT FOR THE YEAR ENDED 31sT MARCH, 2014.
A CONSERVATION OF ENERGY a) Energy conservation measures taken:
The Company continues its policy of giving priority to energy conservation measures including regular review of energy generation and consumption and effective control on utilization of energy.
The following energy conservation methods were implemented during the year: a) Use of energy efficient equipments b) Intensified Internal Audit aimed at detecting wastage of electricity. c) Campaign based synchronization of utilities with plant operations.
b) Additional investments: a) The Company is continuously installing electronic devices to improve quality of power and reduction of energy consumption. b) Continuing with energy conservation measures on above lines. c) Impact of above measures:
The adoption of energy conservation measures have resulted in savings and increased level of awareness amongst the employees. The energy conservation measures have also resulted in improvement of power factor, consequential tariff benefits. d) Total energy consumption and energy consumption per unit of production As per Form A
|B TECHNOLOGY ABSORPTION|
|As per Form B|
Form - a
Disclosure of particulars with respect to conservation of energy
|a. Power & Fuel Consumption:|
|Unit: (000 KWH)||2,966.26||2,835.73|
|Total Amount (Rs in lacs)||209.78||206.12|
|Rate / per unit (KWH)||7.07||7.27|
|b. Own Generation|
|(i) Through diesel generator||NIL||NIL|
|(ii) Through steam turbine/generator||
|3. Furnace Oil, LSHS & L.D. Oil||NIL||NIL|
|4. Others / Internal Generation||NIL||NIL|
|B. Consumption per unit of Production:|
|Narrow Fabrics (per mtr.) :||0.33||0.32|
|Labels (per piece) :||
|3. Furnace Oil, LSHS & L.D. Oil||NIL||NIL|
The consumption of electricity depends upon the product mix used and the nature of the product manufactured. Thus the above indicates an average consumption per unit of production.
Form - B
Disclosure of particulars with respect to technology absorption etc. :
|Research and Development (R&D)|
|1. Specific Areas in which R&D has been carried out by the Company||Product Research is carried out on an ongoing basis.|
|2. Benefits derived as a result of the above R&D||Produced different types of products & improved product quality.|
|3. Future plan of action||To provide variety of improved quality products to customers.|
|4. Expenditure on R & D||Not identified separately.|
Technology absorption, adaptation & innovation
The Company has developed B2B software through which our customers can see almost all the information they require online 24X7. Using our software, they can create an artwork for multilingual wash-care labels online by punching a few variable information. With help of ERP & B2B software, we have overhauled our entire service approach to exceed our customers growing expectations.
Foreign exchange earnings and outgo:
During the year, the foreign exchange outgo was Rs 32,560.53 (Rs in 000) (L.Y. Rs 35,632.12 Rs in 000) the foreign exchange earned was Rs 27,040.99 (Rs in 000) (L.Y. Rs 38,680.18 Rs in 000).
|Mumbai, 4th August, 2014||By order of the Board of directors,|
|Registerd Office:||JAYDEV MODY|
|Plot No. 101-103,||chairman|
|19th Street, MIDC,|
|Satpur, Nasik, Maharashtra.|
|Pin 422 007.|
Chand Arora , Managing Director
Aditya Mangaldas , Director
Aurobind Patel , Director
Jaydev Mody , Chairman
Company Head Office / Quarters:
Plot No 101-103 19th Street,
Phone : Maharashtra- / Maharashtra-
Fax : Maharashtra- / Maharashtra-
Web : http://www.arrowtextiles.com
Freedom Registry Ltd
Plot No. 101/102,MIDC, 19th Street,Satpur,Nasik - 422007