Acrow India Director Discussions


Dear Members,

Your Directors are pleased to present the Sixty Third (63rd) Annual Report together with the Audited Financial Statements of the Company for the financial year ended March 31, 2023.

1. FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars

Year ended March 31, 2023 Year ended March 31, 2022

Sales and Other Income

110.53 138.50

Operating Profit/Loss

12.87 (5.55)
Less: Interest and Finance Charges 0.05 0.10
Less: Depreciation 18.06 24.12

Profit Before Exceptional Items

(5.24) (29.77)
Exceptional Items - 139.89

Profit Before Tax After Exceptional Items

(5.24) 110.12
Less: Provision for Tax:
Current Tax - 11.52
Deferred Tax Credit / (Debit) (29.66) 12.61
Tax for Earlier Years 22.58 0

Profit/Loss After Tax

1.84 85.99
Add: Balance Brought Forward from Previous Year 1486.23 1,400.24

Balance Available for Appropriation

1488.07 1,486.23

Appropriations:

Proposed Dividend - -
Corporate Dividend Tax - -
Transfer to General Reserve - -

Balance Carried to Balance Sheet

1488.07 1,486.23

2. OPERATIONS:

The Company has recently changed its main object and is starting to explore into the business of cotton / clothing / yarn/ construction & development of real estate.

During the period under review, the Company has earned a profit of Rs. 1.84 Lakhs compared to the previous years profit of Rs. 85.99 Lakhs. The management is positive about future growth of the company.

3. DIVIDEND:

Your Directors do not recommend any dividend on the equity shares for the year ended March 31, 2023.

4. TRANSFER TO RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

5. CHANGES IN NATURE OF THE BUSINESS, IF ANY:

The Company has recently changed its main object and is starting to explore into the business of cotton / clothing / yarn; construction & development of real estate.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

The company has no material changes and commitments affecting its financial position for the financial year ended March 31, 2023.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. The Directors and Key Managerial Personnel of the Company as on March 31, 2023 are as under:

Sr. No. Name

Designation DIN/PAN
1. Mr. Gopal Agrawal Managing Director 02160569
2. Mr. Devinder Khurana Independent Director 00059707
3. Mr. Kashinath Iyer Ganpathy Independent Director 01195975
4. Mrs. Sarika Abhijit Kulkarni Independent Director 07141926
5. Mr. Shyam Agrawal Whole-Time Director 02192098
6. Mr. Bharat Sadanand Patil Company Secretary CFEPP2885K
7. Mr. Krishnagopal Surajmal Khandelwal Chief Financial Officer AGAPK6009R

ii. During the period under review, following changes took place in the Board of Directors of the Company:

Sr. No. Name of Director/KMP and Designation

DIN/PAN Reason for Change Effective Date of Change
1. Ms. Manali Kadam ACS - 65718 Cessation April 22, 2022
2. Ms. Aarti Mohadikar AVAPM5219J Cessation September 19, 2022
3. Mr. Harshavardhan Bharat Doshi Non-Executive Director 00688736 Cessation December 19, 2022
4. Mr. Vikram Madhusudan Bhat Independent Director 00551104 Cessation December 19, 2022
5. Mrs. Ramola Shripad Mahajani Independent Director 00613428 Cessation December 19, 2022
6. Mr. Sanjay Ramchandra Shirgaonkar Independent Director 08352288 Cessation December 19, 2022
7. Mrs. Vaishali Paresh Karyekar Chief Financial Officer AWLPK4583F Cessation December 19, 2022
8. Mr. Dipak Malji Ahire Manager AOIPA6828E Cessation December 19, 2022
9. Mr. Gopal Agrawal Managing Director 02160569 Appointment December 19, 2022
10. Mr. Devinder Khurana Independent Director 00059707 Appointment December 19, 2022
11. Mr. Kashinath Iyer Ganpathy Independent Director 01195975 Appointment December 19, 2022
12. Mrs. Sarika Abhijit Kulkarni Independent Director 07141926 Appointment December 19, 2022
13. Mr. Shyam Agrawal Whole-Time Director 02192098 Appointment December 19, 2022
14. Mr. Bharat Sadanand Patil Company Secretary & Compliance Officer CFEPP2885K Appointment January 30, 2023
15. Mr. Krishnagopal Surajmal Khandelwal Chief Financial Officer AGAPK6009R Appointment January 30, 2023
16. Mr. Nihal Harshavardhan Doshi Non-Executive Director 00246749 Cessation March 24, 2023
17. Mr. Sanjay Goyal Whole Time Director - Additional Executive Director. 03500067 Appointment May 22, 2023

iii. Director liable to retire by Rotation:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Shyam Agrawal, Whole-Time Director (DIN: 02192098) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board recommends his re-appointment for the consideration of the Members of the Company at the 63rd Annual General Meeting (AGM). Brief profile of Mr. Shyam Agrawal forms part of the Notice convening the 63rd Annual General Meeting.

8. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. There has been no change in the circumstances affecting their status as Independent Directors during the year under review.

9. ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:

• Board: In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the members of the Board, with regard to various criteria such as Board composition, Board processes and Board dynamics. The Independent Directors, at their separate meeting, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

• Committees of the Board: The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board with regard to various criteria such as committee composition, committee processes and committee dynamics. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements, including the provisions of the Act, the Rules framed thereunder and the Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Individual Directors: In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like qualification, experience, availability and attendance, integrity, commitment, governance, independence, communication, preparedness, participation and value addition. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board.

10. MEETINGS OF BOARD:

Six meetings of the Board of Directors were held during the year. The Meetings were held on (a.) May 24, 2022; (b.) June 07, 2022; (c.) August 10, 2022; (d.) November 08, 2022; (e.) December 19, 2022 and (f.) January 30, 2023 respectively. The time gap between any two meetings did not exceed one hundred and twenty days.

Name of the Director

Meeting entitled to attend Meetings Attended
Mr. Harshavardhan Doshi 5 5
Mr. Vikram Bhat 5 4
Mrs. Ramola Mahajani 5 5
Mr. Sanjay Shirgaonkar 5 5
Mr. Nihal Doshi 5 5
Mr. Gopal Agrawal 1 1
Mr. Devinder Khurana 1 1
Mr. Kashinath Iyer Ganpathy 1 1
Mrs. Sarika Abhijit Kulkarni 1 1
Mr. Shyam Agrawal 1 1

11. COMMITTEES OF THE BOARD:

As on March 31, 2023, the Board has constituted Three (3) Committees viz; Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee.

i. AUDIT COMMITTEE:

Your Company has constituted an Audit Committee as per section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(a) The composition of the Audit committee as on March 31, 2023 is as follows:

Name of Member

Designation

Nature of Directorship

Mr. Devinder Khurana Chairperson Independent Director
Mr. Gopal Agrawal Member Managing Director
Mr. Kashinath Iyer Ganpathy Member Independent Director

All the members have the ability to understand and analyze the financial statements. All the recommendations made by the Audit Committee were accepted by the Board. The Company Secretary acts as a Secretary to the Committee.

(b) Meetings & Attendance:

The details of Meetings held during the year are as follows:

Number of Meetings: Four (4)

Dates of Meetings: May 24, 2022, August 10, 2022, November 08, 2022 and January 30, 2023.

Name of Member

Meeting entitled to attend Meetings Attended
Mr. Vikram Bhat 3 3
Mrs. Ramola Mahajani 3 3
Mr. Sanjay Shirgaonkar 3 3
Mr. Nihal Doshi 3 3
Mr. Devinder Khurana 1 1
Mr. Gopal Agrawal 1 1
Mr. Kashinath Iyer Ganpathy 1 1

ii. NOMINATION AND REMUNERATION COMMITTEE:

The constitution of the Nomination and Remuneration Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

(a) The Composition of the Nomination and Remuneration Committee as on March 31, 2023 is as follows:

Name of Member

Designation Nature of Directorship
Mr. Devinder Khurana Chairperson Independent Director
Mrs. Sarika Abhijit Kulkarni Member Independent Director
Mr. Kashinath Iyer Ganpathy Member Independent Director

(b) Meetings & Attendance:

The details of Meetings held during the year are as follows:

Number of Meetings: Three (3)

Dates of Meetings: June 07, 2022, December 19, 2022, January 30, 2023

Name of Member

Meeting entitled to attend Meetings Attended
Mrs. Ramola Mahajani 2 2
Mr. Vikram Bhat 2 2
Mr. Sanjay Shirgaonkar 2 2
Mr. Devinder Khurana 1 1
Mrs. Sarika Abhijit Kulkarni 1 1
Mr. Kashinath Iyer Ganpathy 1 1

iii. STAKEHOLDER RELATIONSHIP COMMITTEE:

The stakeholder relationship committee is constituted as per the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

(a) The composition of the Stakeholders Relationship Committee as on March 31, 2023 is as follows:

Name of Member

Designation Nature of Directorship
Mr. Devinder Khurana Chairperson Independent Director
Mr. Gopal Agrawal Member Independent Director
Mr. Kashinath Iyer Ganapathy Member Independent Director

(b) Meetings & Attendance:

The details of Meetings held during the year are as follows: Number of Meetings: One (1) Dates of Meetings: January 30, 2023.

Name of Member

Meeting entitled to attend Meetings Attended
Mr. Devinder Khurana 1 1
Mr. Gopal Agrawal 1 1
Mr. Kashinath Iyer Ganapathy 1 1

12. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Directors confirm that:

a. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed and there have been no material departures from the same.

b. 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.

c. 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.

d. The Annual Accounts have been prepared on a going concern basis.

e. The company has followed a proper internal financial control and that such internal financial controls are adequate and were operating effectively.

f. A system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted or renewed any deposits from public falling within the purview of provisions of Section 73 and 76 of the Companies Act, 2013 ("the Act") and Rules framed thereunder.

14. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Returns in Form MGT 7 are available on the Companys website at https://www.acrowindia.com/annual-results.html.

15. CORPORATE GOVERNANCE:

Since the Companys paid up equity share capital and Net worth was within the threshold limits of Rs. 10 Crores and Rs. 25 Crores, respectively, as on the last day of the previous financial year i.e. as on March 31, 2023, by virtue of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of schedule V are not applicable to the Company. Hence, Corporate Governance does not form part of this Directors Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as Annexure - I.

17. REPORTING OF FRAUDS BY AUDITOR:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of Loan, Guarantees and Investments covered under section 186 of the Companies Act, 2013 have been disclosed in Notes to the Financial Statement.

19. RELATED PARTY TRANSACTION:

The Company has not entered into transactions with related parties in accordance with the provisions of Section 188 of the Companies Act, 2013 and hence disclosure under Form AOC-2 does not form part of the Directors Report. Your Directors draw attention of the members to Note No. 28 to the financial statement, which sets out related party disclosures as per the Indian Accounting Standards.

20. EMPLOYEES PARTICULARS AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure -II to this Report.

The details of the employees who were in receipt of the remuneration amounting to the limits stipulated in Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure III to this Report.

21. AUDITORS:

a. STATUTORY AUDITORS:

At the 61st Annual General Meeting of the Company held on September 27, 2021,

M/s. Anil A. Masand & Co., Chartered Accountants (ICAI Firm Registration No. 100412W), were appointed as Statutory Auditors of the Company for a period of 5 years from the conclusion of the 61st Annual General Meeting up to the conclusion of the 65th Annual General Meeting.

M/s. Anil A. Masand & Co have tendered their resignation vide Resignation letter dated July 06, 2023. The board upon the recommendation of the Audit Committee has approved and recommends the appointment of M/s. Gautam N Associates, Chartered Accountants (ICAI Firm Registration No. 103117W, as the Statutory Auditors of the Company for a period of 5 years from the conclusion of the 63rd Annual General Meeting up to the conclusion of the 68th Annual General Meeting.

Further, in terms of Regulations 33(1)(d) of the SEBI Listing Regulations, 2015, the Statutory Auditors of your Company are subjected to the Peer Review Process of the Institute of Chartered Accountant of India (ICAI). M/s. Gautam N Associates, have confirmed that they hold a valid certificate issued by ‘Peer Review Board of ICAI.

The Auditors Report on the Financial Statements of the Company for the year ended March 31, 2023 does not contain any qualifications, reservations or adverse remarks.

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

b. COST AUDITORS:

With reference to the Companies (Cost Records and Audit) Rules 2014, as prescribed by the Central Government in Section 148 of the Companies Act, 2013, the Company is not covered under the rules of the Companies (Cost Records and Audit) Rules, 2014, for maintenance of Cost records.

c. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Kiran Doshi (COP: 9890), Proprietor of M/s. Kiran Doshi & Co., Practicing Company Secretaries (Peer Reviewed: 1977/2022) was appointed to undertake the Secretarial Audit for the financial year 2022-23. The Secretarial Auditors Report in Form MR-3 is annexed as Annexure - IV to this Report.

The Secretarial Auditors Report for the year ended March 31, 2023, does not contain any remarks / observations.

22. SUBSIDIARY COMPANY / ASSOCIATE COMPANY / JOINT VENTURE:

As on March 31, 2023, the Company does not have any subsidiary or joint venture or associate company.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

There are no particulars to be disclosed relating to the Conservation of Energy, Research and Development and Technology Absorption pursuant to Section 134(3)(m) of the Act, during the year under review.

The Foreign Exchange Earnings and Outgo during the year under review and for the previous year were NIL.

24. CODE OF CONDUCT:

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis.

A Declaration signed by Mr. Gopal Agrawal, Managing Director to this effect is annexed as Annexure - V to this report.

25. CFO CERTIFICATE PURSUANT TO REGULATION 17 (8) OF SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS), REGULATIONS, 2015:

A Certificate signed by Mr. Krishnagopal Khandelwal, Chief Financial Officer to this effect is annexed as Annexure -VI to this report.

26. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Companys policy on Directors appointment including criteria for determining qualifications, positive attributes and independence of a Director as well as policy relating to Remuneration of Key Managerial Personnel and other employees and other matters as provided in Section 178(3) of the Act is uploaded on the website of the Company at the web-link: acrowindia.com/assets/policies/Remuneration-Policy.pdf

27. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The Company is in compliance with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

28. RISK MANAGEMENT:

The Company manages and monitors principal risks and uncertainties that can impact ability of the Company to achieve its targets/ objectives. Timely reports are placed before the board for considering various risks involved in the Company business/ operations. The Board evaluates these reports and necessary / corrective actions are then implemented. A brief report on risk evaluation and management is provided under Managements Discussion and Analysis Report forming part of this Annual Report.

29. INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years.

Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

The Company has transferred the unpaid or unclaimed dividends declared up to financial years 2010-2011 (i.e. the last year in which dividends were declared), from time to time on due dates, to the IEPF established by the Government of India.

Mr. Shyam Agrawal, Whole-Time Director of the Company has been appointed as the Nodal Officer of the Company.

30. 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.

31. VIGIL MECHANISM:

The Board of Directors had approved a policy on Whistle Blower/ Vigil Mechanism and the same is uploaded on the website of the Company at the web-link: acrowindia.com/assets/policies/WhistleBlower-Policy-Vigil-Mechanism.pdf

The mechanism enables the directors and employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct and assures to provide adequate safeguards against victimization of the concerned director or employee. The employees and other stakeholders have direct access to the Chairperson of the Audit Committee for lodging concerns, if any, for review.

Your Company affirms that no director/ employee has been denied access to the Chairperson of the Audit Committee and that no complaints were received during the year.

32. 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.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

34. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY

CODE 2016:

During the year under review there was no application made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

35. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their sincere appreciation for the timely assistance and cooperation extended by Financial Institutions, Companys Bankers and various Government Agencies / Bodies and look forward to receiving 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 and on behalf of the Board of Directors

Sd/-

Gopal Agrawal

Managing Director & Chairman

Place: Chhatrapati Sambhaji Nagar
Date: July 13, 2023