Directors Report of Acrow India Ltd.

Mar 31, 2014

To, The Members of Acrow India Ltd.

The Directors have pleasure in presenting their 54th Annual Report together with the Audited Accounts of the Company for the year ended 31s1 March 2014.

(Rs. in lacs)

FINANCIAL RESULTS: Current Year Previous Year

Sales and Other Income 50.95 205.22

Operating Profit (36.83) 16.56

Less: Interest & Finance Charges 1.87 1.16

Depreciation 31.37 33.10

Profit Before Exceptional Items (70.07) (17.70)

Extra Ordinary Items - Sundry Balances written back - 23.08

Profit Before Tax After Exceptional Items (70.07) 5.38

Less: Provision for Tax :

Current Tax - 1.75

Deferred Tax Credit / (Debit) (5.32) (2.68)

Tax for Earlier Years - 2.13

Profit After Tax (64.75) 4.18

Add: Balance brought forward from previous year 181.62 177.44

Balance available for appropriation 116.87 181.62

APPROPRIATIONS :

Proposed Dividend - -

Corporate Dividend Tax - -

Transfer to General Reserve - -

Balance Carried to Balance Sheet 116.87 181.62



DIVIDEND

Your Directors do not recommend any dividend on the equity shares for the year ended 31st March 2014.

PERFORMANCE

The Company''s turnover for the year under review stood at Rs. 3.43 lacs (inclusive of excise duty and service tax) as compared to Rs. 164.11 lacs during the previous year.

The Operating Loss for the year is Rs. 36.83 lacs as against Operating Profit of Rs. 16.56 lacs in the previous year and Loss Before Tax is Rs. 70.07 lacs as against Loss of Rs. 17.70 lacs in the previous year.

CURRENT YEAR

The Sales and other income for the current year are Rs. 50.95 lacs as compared to Rs. 205.22 lacs of the previous year. During the year, company had low operations as it is in the process of re-evaluating its existing business model considering the nature of industry.

INCOME TAX

The Income Tax Assessments of the Company have been completed up to the Accounting Year 2007-2008.

FIXED DEPOSITS

The Company did not accept/renew any deposits from the public during the year under review.

STATUTORY DISCLOSURES

A Statement giving the details regarding the Conservation of Energy and Technology Absorption, Foreign Exchange Earnings and Outgo as required by the Companies (disclosure of particulars in the report of the Board of Directors) Rules, 1988, is annexed hereto as Annexure ''A'' and forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed with explanatory notes relating to material departures.

b) Appropriate accounting policies have been selected and applied consistently, judgments and estimates that are made reasonable and prudent so as to give a 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 period.

c) Proper and sufficient care has been taken 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.

d) The annual accounts having been prepared on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate pursuant to Section 383A of the Companies Act, 1956 is attached herewith as Annexure ''B''.

CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) has formulated a Code of Corporate Governance with regard to the Board of Directors, appointment of Committees, Remuneration of Directors, Board Procedures, Management, Shareholders, etc. and a Clause 49 has been incorporated in the Listing Agreement for ensuring compliances hereunder. The activities of the Company are managed by professionally competent and independent Board of Directors and although, the Company does follow some of the stipulations made under the said code, the said Clause 49 is not applicable to the Company.

PERSONNEL

The relations with the employees continue to remain cordial. The Directors express their appreciation for the support given, and the contribution made by the employees at all levels.

Particulars of employees under Section 217 (2A) of the Companies Act, 1956, read with the (Particulars of employees) Rules, 1975, as amended, are not given since there is no employee drawing remuneration stipulated under the said rules.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Article 152 of the Company''s Articles of Association, Mr. Harshavardhan B. Doshi would retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re- appointment. Further as per provision of the Companies Act, 2013, an independent director shall hold office for a term of five consecutive years and the tenure of an independent director on the date of commencement of Act shall not be taken into consideration, accordingly Mr. Narayan Varma, Mr. Vikram Bhatt and Mr. Ashok Ashtekar being independent directors would be appointed for the period of five years at the forthcoming Annual General Meeting.

AUDITORS

M/s. V. Sankar Aiyar & Co., Chartered Accountants, Mumbai, the existing Auditors retire at the ensuing Annual General Meeting of your Company. They have however, intimated to the company that they do wish to seek re-appointment as per the provisions of The Companies Act 2013. M/s V Sankar Aiyar & Co., Chartered Accountants, Mumbai have indicated their availability and willingness to be appointed as Statutory Auditors of your Company. A resolution seeking your approval for the appointment of the said Auditors has been included in the notice convening the Annual General Meeting.

ACKNOWLEDGEMENT K

The Board places on record its appreciation for the continued support extended to the Company by the Shareholders, Bankers, Suppliers and Customers.

On behalf of the Board of Directors

H. B.Doshi

Chairman

Registered Office: Ravalgaon, Taluka Malegaon,

Disf. Nasik, Maharashtra,

Pin Code 423108

Date: 8m May 2014

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Mar 31, 2012

To The Members Acrow India Ltd.

The Directors have pleasure in presenting their 52nd Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2012.

(Rs. in lacs)

FINANCIAL RESULTS: Current Year Previous Year

Sales and Other Income 366.80 306.65

Operating Profit 20.45 37.50

Less: Interest & Finance Charges 1.95 1.36

Depreciation 31.34 29.87

Profit Before Tax (12.84) 6.27

Less: Provision for Tax - -

Current Tax 0.75 6.10

Deferred Tax Credit / (Debit) (6.86) (5.80)

Tax for Earlier Years - -

Profit After Tax (6.73) 5.97

Add: Balance brought forward from previous year 184.13 216.65

Balance available for appropriation 177.40 222.62

APPROPRIATIONS

Proposed Dividend - 32.00

Corporate Dividend Tax - 5.19

Transfer to General Reserve - 1.30

Balance Carried to Balance Sheet 177.40 184.13

DIVIDEND

The Company has transferred a sum of Rs. 18,212 being unclaimed dividend of the financial year 2003-2004 as per the provisions of Section 205C of the Companies Act, 1956 to the credit of "Investor Education and Protection Fund" established by the Central Government.

PERFORMANCE

The Company's turnover at Rs. 315.28 lacs (inclusive of excise duty and service tax) as compared to Rs. 251.57 lacs during the previous year reflects a 25.32 % increase compared to the previous year.

The Operating Profit for the year is Rs. 20.45 lacs as against Operating Profit of Rs. 37.50 lacs in the previous year and Loss Before Tax is Rs. 12.84 lacs as against Profit of Rs. 6.27 lacs in the previous year.

CURRENT YEAR

Current year's operations are expected to improve over the previous year.

INCOME TAX

The Income Tax Assessments of the Company have been completed upto the Accounting Year 2007-2008

FIXED DEPOSITS

The Company did not accept/renew any deposits from the public during the year under review.

STATUTORY DISCLOSURES

A Statement giving the details regarding the Conservation of Energy and Technology Adsorption, Foreign Exchange Earnings and Outgo as required by the Companies (disclosure of particulars in the report of the Board of Directors) Rules, 1988, is annexed hereto as Annexure 'A' and forms part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed with explanatory notes relating to material departures.

b) Appropriate accounting policies have been selected and applied consistently, judgements and estimates that are made reasonable and prudent so as to give a 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 period.

c) Proper and sufficient care has been taken 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.

d) The annual accounts having been prepared on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate pursuant to Section 383A of the Companies Act, 1956 is attached herewith as Annexure 'B'.

CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) has formulated a Code of Corporate Governance with regard to the Board of Directors, appointment of Committees, Remuneration of Directors, Board Procedures, Management, Shareholders, etc. and a Clause 49 has been incorporated in the Listing Agreement for ensuring compliances hereunder. The activities of the Company are managed by professionally competent and independent Board of Directors and although, the Company does follow some of the stipulations made under the said code, the said Clause 49 is not applicable to the Company.

PERSONNEL

The relations with the employees continue to remain cordial. The Directors express their appreciation for the support given, and the contribution made by the employees at all levels.

Particulars of employees under Section 217 (2A) of the Companies Act, 1956, read with the (Particulars of employees) Rules, 1975, as amended, are not given since there is no employee drawing remuneration stipulated under the said rules.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Article 152 of the Company's Articles of Association, Mr. Harshavardhan B. Doshi, Mr. Narayan Varma and Mr. Vikram Bhat would retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

AUDITORS

M/s. V. Sankar Aiyar & Co., Chartered Accountants, Mumbai, the existing Auditors retire at the ensuing Annual General Meeting of your Company. They have however, intimated to the company that they do wish to seek re-appointment. M/s V. Sankar Aiyar & Co., Chartered Accountants, Mumbai have indicated their availability and willingness to be appointed as Statutory Auditors of your Company. A resolution seeking your approval for the appointment of the said Auditors has been included in the notice convening the Annual General Meeting.

ACKNOWLEDGEMENT

The Board places on record its appreciation for the continued support extended to the Company by the Shareholders, Bankers, Suppliers and Customers.

On behalf of the Board of Directors

H. B.Doshi

Chairman

Registered Office:

Ravalgaon, Taluka Malegaon,

Dist. Nasik, Maharashtra,

Pin Code 423108

Date: 10th August 2012

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Mar 31, 2010

The Directors have pleasure in presenting their Fiftieth Annual Report together with the Audited Accounts of the Company for the year ended 31 st March, 2010.

(Rs. in Lacs) (Rs. in Lacs)

FINANCIAL RESULTS Current Year Previous Year 2009-10 2008-09

Sales and Other Income 337.93 367.82

Operating Profit 59.30 47.71

Less: Interest & Finance Charges 1.55 2.10

Depreciation 32.29 31.83

Profit Before Tax 25.46 13.78

Less: Provision for Tax

Current Tax 12.25 9.00

Deferred Tax Credit/(Debit) (18.61) (6.28)

Fringe Benefit Tax - 0.70

Tax for Earlier Years 0.94 15.09

Profit After Tax 32.76 25.45

Add: Balance Brought forward

from previous year 224.51 227.82

Balance available for appropriation 257.27 253.27

APPROPRIATIONS

- Proposed Dividend 32.00 22.40

- Corporate Dividend Tax 5.31 3.81

- Transfer to General Reserve 3.30 2.55

Balance Carried to Balance Sheet 216.66 224.51

DIVIDEND

Your Directors have recommended Dividend of Rs. 5/- for each equity shares on 6.40.000/- equity shares of Rs. 10/- each for the Financial year ended 31st March. 2010. The dividend will be paid to those members whose name appear in the Register of Members as on 15th September. 2010, in respect of Shares held in dematerilised form, it will be paid to members whose names are furnished by depositories.

The Company has transferred a sum of Rs. 13,357/- being unclaimed Dividend of the financial year 2001-2002 as per the provisions of 205C of the Companies Act, 1956 to the credit of "Investor Education and Protection Fund" established by the Central Government.The unclaimed Dividend for the year 2002-03 shall be due for payment to "Investor Education and Protection Fund" on 30th November 2010.

PERFORMANCE

The Companys turnover is at Rs. 284.44 lacs (inclusive of excise duty and service tax) as compared to Rs. 308.94 lacs during the previous year reflects a decrease of about 8% compared to the previous year.

The Operating Profit for the year is Rs.59.30 lacs as against Operating Profit of Rs.47.71 lacs in the previous year and Profit Before Tax is Rs.25.46 lacs (Previous year Rs. 13.78 lacs).

CURRENT YEAR

Current years operations are quite encouraging. There is a better response to the companys products from the sugar industry.

INCOME TAX

The Income Tax Assessments of the Company have been completed upto the Accounting Year 2005-06.

FIXED DEPOSITS

The Company did not accept/renew any deposits from the public during the year under review.

STATUTORY DISCLOSURES

A Statement giving the details regarding the Conservation of Energy and Technology Absorption. Foreign Exchange Earnings and Outgo as required by the Companies (disclosure of particulars in the report of the Board of Directors) Rules, 1988, is annexed hereto as Annexure A" and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment Act), 2000 and on the basis of information and advice received by them the Directors of your Company state as under, that

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) The accounting policies are consistently applied and reasonable and prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year;

c) The Directors had 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;

d) The Directors had prepared the annual accounts on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate pursuant to Section 383A of the Companies Act, 1956 is attached herewith as Annexure B.

CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) has formulated a Code of Corporate Governance with regard to the Board of Directors, appointment of Committees, Remuneration of Directors, Board

Procedures. Management, Shareholders etc. and a Clause 49 has been incorporated in the Listing Agreement for ensuring compliances hereunder. The activities of the Company are managed by professionally competent and independent Board of Directors and although, the Company does follow some of the stipulations made under the said code, the said Clause 49 is not applicable to the Company.

PERSONNEL

The relations with the employees continue to remain cordial. The Directors express their appreciation for the support given, and the contribution made by the employees at all levels.

Particulars of employees under Section 217 (2A) of the Companies Act, 1956, read with the (Particulars of employees) Rules, 1975, as amended, are not given since there is no employee drawing remuneration stipulated under the said rules.

DIRECTORS

In terms of Article of the Association of the Company. Mr. Narayan Varma and Mr. Vikram Bhat retire by rotation at the AGM and being eligible, offer themselves reappointment.

In accordance with the provisions of the Companies Act. 1956 and Article 152 of the Companys Article of Association. Mr..Ashok S. Ashtekar who was appointed as an additional director by the Circular Resolution on 1st October 2009, holds office only upto the date of the ensuing annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS

M/s. V. Sankar Aiyar & Co., Chartered Accountants. Mumbai, the existing Auditors retire at the ensuing Annual General Meeting of your Company. They have however, intimated to the Company that they do wish to seek re-appointment. M/s. V. Sankar Aiyar & Co. Chartered Accountants, Mumbai have indicated their availability and willingness to be appointed as Statutory Auditors of your Company. A resolution seeking your approval for the appointment of the said Auditors has been included in the notice convening the Annual General Meeting.

ACKNOWLEDGEMENT

The Board places on record its appreciation for the continued support extended to the Company by the Shareholders. Bankers, Suppliers and Customers.

For and on behalf of the Board of Directors

Harshavardhan B. Doshi Chairman

Registered Office:

Plot Nos. 2 & 3 At & Post Ravalgaon Taluka Malegaon, Dist. Nashik, Maharashtra Pin Code 423 108 Date: 27th July 2010