Directors Report of Arrow Textiles Ltd.

Mar 31, 2018

TO THE SHAREHOLDERS

The Directors have pleasure in presenting the Eleventh (11^th) Directors’ Report of your Company along with the financial statements for the Financial Year ended 31^st March, 2018.

1. OPERATING RESULTS

Certain key aspects of your Company’s performance during the Financial Year ended 31^st March, 2018 as compared to the previous Financial Year are summarised below:

(Rs. in ‘000)

Particulars	Year Ended 31.03.2018	Year Ended 31.03.2017
Income for the year	4,10,105.71	4,94,366.52
Profit before Interest, Depreciation and Tax	74,001.71	1,03,842.88
Finance Charges	4,113.13	6,880.46
Profit before Depreciation and Taxes	69,888.58	96,962.42
Depreciation & Amortisation	44,553.76	39,465.31
Provisions for Taxation/ Deferred Tax	9,267.61	18,715.61
Prior Period Items / Exceptional Items	0	0
Minority Interest & Profit from Associate Company	0	0
Net Profit for the current year	16,067.21	38,781.50
Other Comprehensive income (net of tax)	566.51	(2,045.49)
Earlier years balance brought forward	1,81,084.77	1,66,357.56
Depreciation reversed on Capital Subsidy Received	0	912.02
Net Profit available for Appropriation	1,97,718.49	2,04,005.59
Appropriation:
Dividend on Equity Shares	(28,565.91)	(19,043.94)
Dividend Distribution Tax (Net)	(5,815.36)	(3,876.88)
Transfer to General Reserves	0	0
Balance carried to Balance Sheet	1,63,337.22	1,81,084.76

2. DIVIDEND

Your Directors recommend for approval of the Members at the ensuing Annual General Meeting, dividend of Rs. 1.50/per Equity Share (i.e. 15%) of face value of Rs. 10/- each, for the Financial Year ended 31^st March, 2018 aggregating Rs. 34,437.73 (in Thousands) including Rs. 5,871.82 (in Thousands) dividend distribution tax as compared to previous year’s dividend of Rs. 1.50/- per Equity Share (i.e. 15%) of face value of Rs. 10/- each, for the Financial Year ended 31^st March, 2017 aggregating Rs. 34,381.27 (in Thousands), including Rs. 5,815.36 (in Thousands) dividend distribution tax.

The total outflow for current year is based on relevant share capital as on 31^st March, 2018. The actual dividend amount will be dependent on the relevant share capital outstanding as on the record date /book closure.

The dividend will be paid in compliance with the applicable Rules and Regulations.

3. SHARE CAPITAL

There was no change in the Company’s share capital during the year under review.

The Company’s paid up equity share capital remained at Rs. 19,04,39,390 comprising of 1,90,43,939 equity shares of Rs. 10/- each.

4. OVERVIEW OF OPERATIONS

During the year under review, your Company recorded a total income of Rs. 4,10,105.71 (in Thousands) as compared to last year’s income of Rs. 4,94,366.52 (in Thousands) and net profit of Rs. 16,633.72 (in Thousands) as compared to last year’s Net profit of ''36,736.01 (in Thousand). For further information, kindly refer to Management Discussion and Analysis Report, forming a part of this Annual Report.

5. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 (“the Act”) and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014, is appended as Annexure I to this Report.

6. NUMBER OF MEETINGS OF THE BOARD

The Board met Five (5) times in Financial Year 2017-18 viz., on 15^th May, 2017, 11^th August, 2017, 12^th September, 2017, 11^th December, 2017 and 12^th February, 2018. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Report.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

i. In the preparation of the annual accounts for Financial Year ended 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31^st March, 2018 and of the profit of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts for Financial Year ended 31^st March, 2018 on a ‘going concern’ basis.

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

vi. The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

8. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Act, confirming that they meet the criteria of independence under Section 149(6) of the Act and Regulation 16 (1)(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

9. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act and Regulation 19 of Listing Regulations is appended as Annexure II to this Report.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, read with Companies (Meetings of Board and Its Powers) Rules, 2014 are given in the notes to the Financial Statements forming part of this Annual Report.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year 2017-18, your Company has entered into transactions with related parties as defined under section 2(76) of the Act and Rules made thereunder, Regulation 23 of the Listing Regulations. During the Financial Year 2017-18, transactions with related parties which qualify as material transactions as per Listing Regulations are given in Form AOC - 2 as per the Companies (Accounts) Rules, 2014 in Annexure III to this Report.

The details of related party transactions as required under IND AS-24 are set out in notes to accounts to the Standalone Financial Statements forming part of this Annual Report.

The Policy on Related Party Transactions may be accessed on the Company’s website at the link: http://www. arrowtextiles.com/Related-Party-Transaction-Policy.pdf

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

13. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is appended as Annexure IV to this Report.

14. BUSINESS RISK MANAGEMENT

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage.

The business risk framework defines the risk identification and its management approach across the enterprise at various levels including documentation and reporting. The framework helps in identifying risks trend, exposure and potential impact analysis on a Company’s business.

15. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act. Your Company’s CSR initiatives or activities undertaken during the Financial Year ended 31^st March, 2018 forms part of Annual Report on the CSR activities, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 which is appended as Annexure V to this Report.

16. VIGIL MECHANISM

The Company has adopted Vigil Mechanism and Whistle Blower Policy for Directors and Employees in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations, to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. During the year no personnel of the Company was denied access to the Audit Committee. The said policy is also available on the Company’s website www.arrowtextiles.com

17. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD

Pursuant to the provisions of the Act and Regulation 19 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination, Remuneration and Compensation Committee have defined the evaluation criteria for the Board, its Committees and Directors.

The Board’s functioning was evaluated after taking inputs from the Directors on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The Committees of the Board were evaluated after taking inputs from the Committee members on the basis of criteria such as degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Board and the Nomination, Remuneration and Compensation Committee reviewed the performance of the individual directors on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

In a separate meeting of independent directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

18. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any subsidiary. However, the Company has formulated policy for determining material subsidiary and the same is available on Company’s website and the same may be accessed at the link: http://www. arrowtextiles.com/Policy-for-Determining-Material-Subsidiaries.pdf

19. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE ACT

The Company has neither accepted nor renewed any deposits during the Financial Year 2017-18 in terms of Chapter V of the Act.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

21. INTERNAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial control with reference to financial statements.

The Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 and other applicable provisions, if any, of the Act read together with the Companies (Indian Accounting Standards) Rules, 2015.

The Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/ validate them as and when appropriate. The basis of such judgments and estimates are also approved by the Statutory Auditors and Audit Committee.

The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company’s policies, safeguarding of Company’s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. 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 corrective actions thereon are presented to the Audit Committee of the Board.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Section 152(6)(e) of the Act, Ms. Anjali Mody (DIN: 02784924), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

23. AUDITORS

1. Statutory Auditor

M/s. M H S & Associates, Chartered Accountants (Firm Registration No: 141079W), were appointed as Statutory Auditors of the Company at the 10^th Annual General Meeting till the conclusion of the 15^th Annual General Meeting.

Your Company has received a confirmation from M/s. M H S & Associates, Chartered Accountants (Firm Registration No: 141079W) to the effect that that they are not disqualified within the meaning of Section 141 and other applicable provisions of the Act and rules made thereunder.

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditor of the Company, in his audit report.

2. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company have appointed M/s. A. K. Jain & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended 31^st March, 2018. The Secretarial Audit Report is appended as Annexure VI to this Report.

No fraud has been reported by the Statutory Auditors and Secretarial Auditors to the Audit Committee or the Board.

24. CORPORATE GOVERNANCE

Pursuant to Listing Regulations, the Management Discussion & Analysis Report and Corporate Governance Report together with Certificate from Practicing Company Secretary, on compliance with the conditions of Corporate Governance as laid down, forms a part of this Annual Report.

25. AUDIT COMMITTEE OF THE COMPANY:

The Company’s Audit Committee comprises the following Directors:

1. Mr. Aditya Mangaldas (Chairman);

2. Mr. Chand Arora;

3. Mr. Aurobind Patel

4. Dr. Vrajesh Udani

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations.

26. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and 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 are provided in Annexure VII to this Report.

27. COMPLIANCE OF THE SECRETARIAL STANDARDS

During the financial year, the Company has complied with the applicable Secretarial Standards i.e SS-1 and SS-2 as issued by the Institute of the Company Secretaries of India.

28. ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation for 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.

By Order of the Board of Directors,

JAYDEV MODY

Chairman

DIN: 00234797

Place: Mumbai

Date: 10^th August, 2018

Registered Office:

Plot No. 101-103, 19^th Street, MIDC,

Satpur, Nasik - 422 007, Maharashtra.

CIN : L51494MH2008PLC178384

Email ID: [email protected]

Website: www.arrowtextiles.com

Tel No : 91-253-6609893

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Mar 31, 2016

TO THE SHAREHOLDERS

The Directors have pleasure in presenting the Ninth (9^th) Directors’ Report of your Company along with the financial statements for the financial year ended 31^st March, 2016.

1. OPERATING RESULTS

Certain key aspects of your Company’s performance during the financial year ended 31^st March, 2016, as compared to the previous financial year are summarized below:

(Rs. in ‘000)

Particulars	Year Ended 31.03.2016	Year Ended 31.03.2015
Income for the year	5,05,777.60	4,79,767.55
Profit before Interest, Depreciation and Tax	1,35,256.67	1,21,318.45
Finance Charges	12,437.98	13,056.79
Profit before Depreciation and Taxes	1,22,818.69	1,08,261.66
Depreciation & Amortization	41,991.74	39,007.15
Provisions for Taxation/ Deferred Tax	27,691.14	21,953.70
Prior Period Items / Exceptional Items	Nil	5.86
Minority Interest & Profit from Associate Company	Nil	Nil
Net Profit for the Current Year	53,135.81	47,294.95
Earlier Years Balance Brought forward	1,12,189.09	64,894.13
Net Profit available for Appropriation	1,65,324.90	1,12,189.08
Appropriation:
Proposed Dividend on Equity Shares	1,90,43,.939	Nil
Dividend on Equity Shares	19,043.94	Nil
Dividend Distribution Tax	3,703.67	Nil
Transfer to General Reserves	Nil	Nil
Balance carried to Balance Sheet	1,42,577.30	1,12,189.08

2. DIVIDEND

Your Directors recommend for approval of the Members at the ensuing Annual General Meeting, dividend of 10% i.e. Rs. 1/- per Equity Share of Rs. 10/- each, for the financial year ended 31^st March, 2016. The dividend will be paid in compliance with the applicable rules and regulations.

3. SHARE CAPITAL

There was no change in the Company’s share capital during the year under review.

The Company’s paid up equity share capital is Rs. 19,04,39,390 comprising of 1,90,43,939 equity shares of Rs. 10/each.

4. OVERVIEW OF OPERATIONS

During the year under review, the Company recorded a total income of Rs. 5,05,777.60 (Rs.000) and Net Profit of Rs. 53,135.81 (Rs.000). For further information, kindly refer to Management Discussion and Analysis Report, forming part of this Annual report.

5. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 (“the Act”) and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014 is appended as Annexure I to this Annual Report.

6. NUMBER OF MEETINGS OF THE BOARD

The Board met four times in financial year 2015-16 viz., on 12^th May, 2015, 27^th July, 2015, 31^st October, 2015 and 6^th February, 2016.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

i. In the preparation of the annual accounts for financial year ended 31^st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31^st March, 2016 and of the profit of the Company for that period.

iii. The Directors have taken proper and sufficient care for 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 have prepared the annual accounts for financial year ended 31^st March, 2016 on a ‘going concern’ basis.

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

vi. The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

8. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Act, confirming that they meet the criteria of Independence under Section 149(6) of the Act and Regulation 16 (1)(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

9. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, Independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act and Regulation 19 of Listing Regulations, is appended as Annexure II to this Annual Report.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, read with Companies (Meeting of Board and Its Powers) Rules, 2014 as on 31^st March, 2016 are given in the notes to the Financial Statements forming part of this Annual report.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2015-16, your Company has entered into transactions with related parties as defined under section 2(76) of the Act, read with the Companies (Specification and Definitions Details), Rules, 2014 and Rules made there under, erstwhile Clause 49 of the Listing Agreement and Regulation 23 of the Listing Regulations. During the financial year 2015-16, the Company has not entered into transactions with related parties which qualify as material transactions under the erstwhile Listing Agreement and as per Listing Regulations. The Form AOC- 2 of the Companies (Accounts) Rules, 2014 is set out as Annexure III to this Annual Report.

The details of related party transactions as required under Accounting Standard-18 are set out in notes to accounts to the Financial Statements forming part of this Annual Report.

The Policy on Related Party Transaction may be accessed on the Company’s website at the link: http://www. arrowtextiles.com/Related-Party-Transaction-Policy.pdf

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

13. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 is given in Annexure IV to this Annual Report.

14. BUSINESS RISK MANAGEMENT

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage.

The business risk framework defines the risk identification and its management approach across the enterprise at various levels including documentation and reporting. The framework helps in identifying risks trend, exposure and potential impact analysis on a Company’s business.

15. VIGIL MECHANISM

The Company has adopted a Vigil Mechanism and Whistle Blower Policy for Directors and Employees in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations, to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The said policy is also available on the Company’s website www.arrowtextiles.com.

16. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD

Pursuant to the provisions of the Act, and Regulation 19 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria for the Board, its Committees and Directors.

The Board’s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The Committees of the Board were evaluated after taking inputs from the Committee members on the basis of criteria such as degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors.

17. SUBSIDIARY COMPANIES

The Company does not have any subsidiaries. However, the Company has formulated policy for determining material subsidiary and the same is available on Company’s website and the same may be accessed at the link http://www.arrowtextiles.com/Policy-for-Determining-Material-Subsidiaries.pdf.

18. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

The Company has neither accepted nor renewed any deposits during the financial year 2015-16 in terms of Chapter V of the Act.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

20. INTERNAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial control with reference to financial statements. The Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Act, to the extent applicable. These are in accordance with generally accepted accounting principles in India.

The Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/validate them as and when appropriate. The basis of such judgments and estimates are also approved by the Statutory Auditors and Audit Committee.

The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company’s policies, safeguarding of Company’s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. 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 corrective actions thereon are presented to the Audit Committee of the Board.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Section 152(6)(e) of the Act, Ms. Anjali Mody (DIN : 02784924), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

22. AUDITORS

1. Statutory Auditor

The Board of Directors recommends to re-appoint M/s. Amit Desai & Co, Chartered Accountants as Statutory Auditors of the Company who were appointed as Statutory Auditors of the Company at the Annual General Meeting held on 25^th September, 2014 to hold office from the conclusion of 7^th Annual General Meeting till the conclusion of 10^th Annual General meeting, subject to ratification of their appointment at every Annual General Meeting. The Board of Directors of the Company at its meeting held on 12^th May, 2016 recommended to members of the Company ratification of appointment of M/s. Amit Desai & Co, Chartered Accountants as the Statutory Auditors of the Company for financial year 2016-2017.

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors, in their report.

Your Company has received a letter from M/s. Amit Desai & Co to the effect that their re-appointment, if made, would be under the second and third proviso to Section 139 (1) of the Act and that they are not disqualified within the meaning of Section 141 of the Act read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014.

2. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed A. K. Jain & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended 31^st March, 2016. The Secretarial Audit Report is annexed as Annexure V to this Annual Report.

There are no qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditor of the Company, in his secretarial audit report.

23. CORPORATE GOVERNANCE

Pursuant to erstwhile Listing Agreement and Listing Regulations, the Management Discussion & Analysis Report and Corporate Governance Report together with Certificate from Practicing Company Secretary, on compliance with the conditions of Corporate Governance as laid down, forms a part of this Annual Report.

24. AUDIT COMMITTEE OF THE COMPANY:

The Company’s Audit Committee comprises the following Directors:

1. Mr. Aditya Mangaldas (Chairman);

2. Mr. Aurobind Patel;

3. Mr. Chand Arora;

4. Dr. Vrajesh Udani

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations.

25. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees drawing remuneration in excess of the limits set out in the said rules and 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 are provided in Annexure VI to this Annual Report.

26. ACKNOWLEDGEMENTS

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.

By Order of the Board of Directors,

JAYDEV MODY Chairman

DIN: 00234797

Mumbai, 10^th August, 2016

Registered Office:

Plot No. 101-103,

19^th Street, MIDC,

Satpur, Nasik - 422 007, Maharashtra.

CIN : L51494MH2008PLC178384

Email ID: [email protected]

Website: www.arrowtextiles.com

Tel No : 91-253-3918200

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Eighth Directors' Report of your Company along with the financial statements for the financial year ended 31st March, 2015.

1. Operating Results

Certain key aspects of your Company's performance during the financial year ended 31st March, 2015, as compared to the previous financial year are summarised below:

(Rs. in '000) Particulars Year Ended Year Ended 31.03.2015 31.03.2014

Income for the year 4,79,767.55 4,27,388.03

Profit before Interest, 1,21,318.45 1,00,397.97 Depreciation and Tax

Finance Charges 13,056.79 15,954.45

Profit before Depreciatio 1,08,261.66 84,443.52 and Taxes

Depreciation & Amortisati 39,007.15 31,738.64

Provisions for Taxation/ 21,953.70 16,928.24 Deferred Tax

Prior Period Items / 5.86 33.22 Exceptional Items

Minority Interest & Nil Nil Profit from Associate Company

Net Profit for the 47,294.95 35,743.42 Current Year

Earlier Years Balance 64,894.13 30,780.76 Brought forward

Net Profit available for 1,12,189.08 66,524.18 Appropriation

Transfer to General Nil Nil Reserves

Balance carried to 1,12,189.08 66,524.18 Balance Sheet

2. Dividend

The Directors do not recommend any dividend for the Financial Year ended 31st March, 2015.

3. Share Capital

There was no change in the Company's share capital during the year under review.

The Company's paid up equity share capital remained at Rs. 19,04,39,390 comprising of 1,90,43,939 equity shares of Rs. 10/- each.

4. OVERVIEW OF OPERATIONS:

During the year under review, your Company recorded a total income of Rs. 4,79,767.55 ('000) and Net Profit of Rs. 47,294.95 ('000). For further information, kindly refer to Management Discussion and Analysis Report, forming part of this Annual report.

5. extract of annual return

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014 is appended as Annexure I to this Annual Report.

6. number of meetings of the board

The Board met four times in financial year 2014-15 viz., on 28th May, 2014, 4th August, 2014, 5th November, 2014 and 2nd February, 2015.

7. Directors' RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

i. In the preparation of the annual accounts for financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2015 and of the profit of the Company for that period.

iii. The Directors have taken proper and sufficient care for 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 have prepared the annual accounts for financial year ended 31st March, 2015 on a 'going concern' basis.

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

vi. The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

8. DECLARATION BY INDEPENDENT Directors

The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

9. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act 2013, is appended as Annexure II to this Annual Report.

10. PARTICULARS of LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2014-15, your Company has entered into transactions with related parties as defined under section 2(76) of the Companies Act, 2013 read with the Companies (Specification and Definitions Details), Rules, 2014 in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Clause 49 of the Listing Agreement. During the financial year 2014-15, the Company has not entered into transactions with related parties which qualify as material transactions under the Listing Agreement. The Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies(Accounts) Rules, 2014 is set out as Annexure III to this Annual Report.

The details of related party transactions as required under Accounting Standard-18 are set out in notes to accounts to the Financial Statements forming part of this Annual Report.

Policy on related party transactions is available on Company's website and the same may be accessed at the link http://www.arrowtextiles.com/Related-Party-Transaction-Policy.pdf.

12. material changes and commitments affecting the financial position of the company

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

13. particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is given in Annexure IV to this Annual Report.

14. business risk management

Pursuant to Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee (RMC). The Committee comprises of Mr. Aditya Mangaldas, Mr. Chand Arora and Mr. Aurobind Patel. Terms of Reference of Risk Management Committee are as follows:

1. To lay down a framework for identification, measurement, analysis, evaluation, prioritization, mitigation & reporting of various risks in line with the Risk Management Policy of the Company.

2. To review the strategies, policies, frameworks, models and procedures that lead to the identification, measurement, reporting and mitigation of various risks.

3. To implement risk mitigation plans in the interest of the Company.

4. To help the Board define the risk appetite of the organization and to ensure that the risk is not higher than the risk appetite determined by the Board.

5. To safeguard Company's properties, interests, and interest of all stakeholders.

6. To evolve the culture, processes and structures that are directed towards the effective management of potential opportunities and adverse effects, which the business and operations of the Company are exposed to.

7. To optimize a balance between the cost of managing risk and the anticipated benefits.

8. To monitor the effectiveness of risk management functions throughout the organization. Ensure that infrastructure, resources and systems are in place for risk management and are adequate to maintain a satisfactory level of risk management discipline.

9. To create awareness among the employees to assess risks on a continuous basis and to ensure that risk awareness culture is pervasive throughout the organization.

10. To review issues raised by Internal Audit that impact the risk management framework.

11. To review and approve risk disclosure statements.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

The business risk framework defines the risk identification and its management approach across the enterprise at various levels including documentation and reporting. The framework helps in identifying risks trend, exposure and potential impact analysis on a Company's business.

15. vigil mechanism

The Company has adopted a Whistle Blower Policy for Directors and Employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The said policy is posted on the Company's website www.arrowtextiles.com.

16. annual evaluation of peformance of the board

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria for the Board, its Committees and Directors.

The Board's functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors.

17. subsidiary companies

The Company does not have any subsidiaries. However, the Company has formulated policy for determining material subsidiary and the same is available on Company's website and the same may be accessed at the link http://www.arrowtextiles.com/Policy-for-Determining-Material- Subsidiaries.pdf.

18. details relating to deposits, covered under chapter v of the companies act, 2013

During the year under review, the Company has not accepted any deposit from the public.

19. significant and material orders passed by the regulators or courts or tribunals

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

20. internal control system

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company's policies, safeguarding of Company's assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. 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 corrective actions thereon are presented to the Audit Committee of the Board.

21. directors and key managerial personnel

In accordance with the provisions of Section 152(6)(e) of the Companies Act, 2013, Mr. Chand Arora (DIN : 00016583), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Chand Arora (DIN : 00016583), Managing Director and Ms. Sushama Vesvikar, Company Secretary of the Company are the Key Managerial Personnel as per the provisions of Section 203 of the Companies Act, 2013 and Rules made there under and were already in office before the commencement of the Companies Act, 2013. Further, during the year pursuant to provisions of the Companies Act, 2013, Mr. Ulhas Jagannath Kale was appointed as Key Managerial Personnel of the Company to be designated as Chief Financial Officer (CFO) of the Company w.e.f. 4th August, 2014.

Further, Mr. Harshvardhan Piramal (DIN : 00044972) ceased to be a Director of the Company w.e.f. 25th September, 2014. The Board places on record its appreciation for the valuable services and guidance given by Mr. Harshavardhan Piramal (DIN : 00044972) to the Company during his tenure as Director of the Company.

22. AUDITORS

1. Statutory Auditor

The Board of Directors recommends to re-appoint M/s. Amit Desai & Co., Chartered Accountants as Statutory Auditors of the Company who were appointed as Statutory Auditors of the Company at last Annual General Meeting to hold office from the conclusion of 7th Annual General Meeting till the conclusion of 10th Annual General meeting, subject to ratification of their appointment at every Annual General Meeting. The Board of Directors of the Company at its meeting held on 12th May, 2015 recommended to members of the Company ratification of appointment of M/s. Amit Desai & Co., Chartered Accountants as the Statutory Auditors of the Company for financial year 2015-2016.

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors, in their report.

Your Company has received a letter from M/s. Amit Desai & Co. to the effect that their re-appointment, if made, would be under the second and third proviso to Section 139 (1) of the Act and that they are not disqualified within the meaning of Section 141 of the 2013 Act read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014.

2. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed A. K. Jain & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015. The Secretarial Audit Report is annexed as Annexure V to this Annual Report.

There are no qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditor of the Company, in his secretarial audit report.

23. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion & Analysis Report and Corporate Governance Report together with Certificate from Practicing Company Secretary, on compliance with the conditions of Corporate Governance as laid down, forms part of this Annual Report.

24. AUDIT COMMITTEE OF THE COMPANY:

The Company's Audit Committee comprises the following Directors:

1. Mr. Aditya Mangaldas (Chairman);

2. Mr. Chand Arora;

3. Mr. Aurobind Patel

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

25. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and 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 are provided in Annexure VI to this Annual Report.

26. ACKNOWLEDGEMENTS

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.

By Order of the Board of Directors,

JAYDEV MODY Chairman

Mumbai, 27th July, 2015

Registered Office:

Plot No. 101-103, 19th Street, MIDC, Satpur, Nasik - 422 007, Maharashtra. CIN : L51494MH2008PLC178384 Email ID: [email protected] Website: www.arrowtextiles.com Tel No : 91-253-3918200 Fax No :91-253-3918220

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Mar 31, 2014

Dear Members,

The Directors present their Seventh Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2014.

Financial Highlights

(Rs. in ''000)

Particulars Year Ended Year Ended 31.03.2013 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

Finance Charges 15,954.45 28,481.10

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 dividend

The Directors do not recommend any dividend for the Financial Year ended 31st March, 2014.

operations

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.

Directors

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.

Fixed deposits

During the year under review, the Company has not accepted any fixed deposits from the public.

Auditors

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 Company''s 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.

Cost auditor

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.

Acknowledgements

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.

By order of the Board of directors,

JAYDEV MODY chairman

Mumbai, 4th August, 2014

Registerd Offce:

Plot No. 101-103, 19th Street, MIDC, Satpur, Nasik, Maharashtra. Pin – 422 007.

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Mar 31, 2013

The Directors present their Sixth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2013.

Financial highlights

(Rs. in ''000)

particulars year ended year ended 31.03.2013 31.03.2012

Income for the year 3,73,449.83 3,33,334.57

Profit before Interest, Depreciation and Tax 87,831.92 74,910.11

Finance Charges 28,481.10 28,783.31

Profit before Depreciation and Taxes 59,350.82 46,126.80

Depreciation & Amortisation 44,621.59 43,240.61

Provisions for Taxation/ Deferred Tax (15,192.07) 5,602.45

Prior Period Items / Extra Ordinary Items 153.92

Net Profit for the Current Year 29,767.38 (2,716.26)

Net Profit available for Appropriation 1,013.38 3,729.64

Balance carried to Balance Sheet 30,780.76 1,013.38

Dividend

The Directors do not recommend any dividend for the Financial Year ended 31st March, 2013.

operations

During the year under review, your Company recorded a total income of Rs. 3,73,449.83 (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.

directors

At the ensuing Annual General Meeting, in accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Jaydev Mody, Director of the Company retire by rotation and being eligible, offer himself for re-appointment.

The brief resume/details relating to Mr. Jaydev Mody, Director of the Company to be re-appointed is furnished as an Annexure to the notice of the ensuing Annual General Meeting.

Your directors recommend his re-appointment 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, 2013, 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 judgments 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, 2013 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, 2013 on ''going concern'' basis. fixed deposits

During the year under review, the Company has not accepted any fixed deposits from the public.

auditors

The Board of Directors recommends to re-appoint M/s. Amit Desai & Co., Chartered Accountants as Statutory Auditors of the Company, who retire at the conclusion of forthcoming Annual General Meeting and are eligible for re-appoinment. 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 Company''s accounts for the year ended on 31st March, 2013 are self explanatory in nature and do not require any explanation as per the provisions of Section 217(3) of the Companies Act, 1956.

cost auditor

As per the requirement of Central Government and pursuant to the Section 233B of the Companies Act, 1956, your Company carries out an audit of cost records every year. Subject to the approval of the Central Government, the

Company has appointed M/s. Shilpa & Co., Cost Accountants as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2013-14. As required under the provisions of Section 224(1B) read with Section 233B(2) of the Companies Act, 1956, the Company has obtained a written confirmation from the Cost Auditor to the effect that they are eligible for appointment as Cost Auditors under Section 233B of the Companies Act, 1956 and also a certificate certifying their independence and arm''s length relationship with the Company.

The Cost Audit Report and Compliance Report for the Financial Year 2011-12 which was due to be filed with the Ministry of Corporate Affairs on or before 28th February 2013 (as per General Circular No. 2/2013 dated 31st January 2013 of Ministry of Corporate Affairs) was filed on 27th February 2013.

acknowledgements

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.

By order of the Board of directors,

JaydeV mody chairman

Mumbai, 7th May, 2013

Registerd Offce:

Plot No. 101-103,

19th Street, MIDC, Satpur,

Nasik, Maharashtra.

Pin – 422 007.

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Mar 31, 2012

The Directors are pleased to present their Fifth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2012.

Financial Highlights

(Rs. in Thousands)

Particulars Year Ended Year Ended 31.03.2012 31.03.2011

Income for the year 333,334.57 296,647.32

Profit before Interest, Depreciation and Tax 74,910.11 78,729.49

Finance Charges 28,783.31 17,583.91

Profit before Depreciation and Taxes 46,126.80 61,145.58

Depreciation 43,240.61 33,133.11

Provisions for Taxation/ Deferred Tax 5,602.45 14,266.85

Prior Period Items / Extra Ordinary Items - -

Net Profit/(Loss) for the Current Year (2,716.26) 13,745.62

Earlier Years Balance Brought forward 3,729.64 (10,015.98)

Balance carried to Balance Sheet 1,013.38 3,729.64

Dividend

The Directors do not recommend any dividend for the Financial Year ended 31st March, 2012.

Operations

During the year under review, your Company recorded a total income of Rs. 333,334.57/- Thousands. 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 with the Stock Exchange, 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 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.

Directors

At the ensuing Annual General Meeting, Mr. Harshvardhan Piramal, will retire by rotation, and being eligible, offer himself for re-appointment in terms of provisions of Articles of Association of the Company.

The brief resume/details relating to Mr. Harshvardhan Piramal, Director of the Company to be re-appointed is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

Your Directors recommend his re-appointment 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 March 31, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments 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, 2012 and of the loss 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, 2012 on 'going concern' basis. Fixed Deposits

During the year under review, the Company has not accepted any fixed deposits from the public.

Rights issue

During the year 2010-2011, the Company had issued 54,41,126 Equity Shares of Rs. 10/- each at a premium of Rs. 1/- per share to the existing Equity Shareholders on Rights basis in the ratio of 2 shares for every 5 shares held, on record date.

Consequently, during the year under review, the Company allotted the aforesaid Equity Shares on 6th April, 2011 and these shares were subsequently listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The trading of the aforesaid shares started on BSE and NSE with effect from 11th April, 2011.

Auditors

The Board of Directors recommends to re-appoint M/s. Amit Desai & Co., Chartered Accountants as Statutory Auditors of the Company, who retire at the conclusion of forthcoming Annual General Meeting and are eligible for re-appointment. M/s. Amit Desai & Co. have given their consent to act as auditors, if re-appointed. Members are requested to consider their re-appointment. The auditors comments on the Company's accounts for the year ended on 31st March, 2012 are self explanatory in nature and do not require any explanation as per the provisions of Section 217(3) of the Companies Act, 1956.

Cost Auditor

The Company has come under the purview of Cost Audit for the first time in Financial Year 2011-12. Accordingly, the Board of Directors of your Company has, upon recommendations of the Audit Committee, appointed Shilpa & Co, Cost Accountants as Cost Auditors for conducting an audit of Cost Accounting Records maintained by the Company for the Financial Year 2011-12. As required under the provisions of Section 224(1B) read with Section 233B(2) of the Companies Act, 1956, the Company has obtained a written confirmation from Shilpa & Co to the effect that they are eligible for appointment as Cost Auditors under Section 233B of the Companies Act, 1956. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm's length relationship with the Company. The Cost Auditors shall forward their report to the Central Government, Ministry of Corporate Affairs, New Delhi for the Financial Year 2011-12, within the prescribed time limit.

Acknowledgements

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.

By Order of the Board of Directors,

JAYDEV MODY

Chairman

Mumbai, 7th August, 2012

Registered Office:

Plot No. 101-103,

19th Street, MIDC,

Satpur, Nasik - 422 007,

Maharashtra.

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Mar 31, 2010

The Directors are pleased to present their Third Annual Report together with the Audited Statement of Accountsforthe year ended 31st March 2010.

FINANCIAL HIGHLIGHTS



(Rs. in Lacs)

Year ended Year ended Particulars

31.03.2010 31.03.2009

Income for the year 2296.13 1907.48

Profit before Interest, 283.78 252.32

Depreciation and Tax

Finance Charges 130.03 121.67

Profit before Depreciation 153.74 130.65 and Taxes

Depreciation 141.83 132.82

Provisions for Taxation/ (55.92) (53.85)

Deferred Tax

Net Profit/(Loss) for the (44.00) (56.03)

Current Year

Earlier Years Balance (56.15) (0.12)

Brought forward

Balance carried to (100.15) (56.15)

Balance Sheet



DIVIDEND

In view of the losses incurred by the Company, the Directors do not recommend any dividend for the Financial Year ended 31st March, 2010.

OPERATIONS

During the year under review, your Company recorded a total income of Rs. 2296.13 lacs. For further information, kindly refer to Management Discussion and Analysis Report, forming part of this Annual Report.

GROUP FOR INTERSETRANSFER OF SHARES

As required under Clause 3(1)(e)(i) of the Securities & Exchange Board of India(Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (Takeover Regulations), persons constituting group (within the meaning of group defined in Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of claiming exemption from applicability of the provisions of Regulations 10 and 12 of the Takeover Regulations, are giveninAnnexureAtothis Report.

CORPORATE GOVERNANCE REPORT WITH STOCK EXCHANGES

Pursuant to Clase 49 of the Listing Agreement with the Stock Exchanges, 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 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 Annexuretothe 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 Officeofthe Company.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGEEARNINGSANDOUTGO

The operations of the Company are not energy intensive. However, wherever possible the Company strives to curtail the consumption of energy on continuous basis. The particulars as required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are furnishedinthe AnnexureBtothis Report.

DIRECTORS

At the ensuing Annual General Meeting Mr. Aurobind Patel will retire by rotation, and being eligible, offer himself for re-appointment in terms of provisions of Articles of Associationofthe Company.

The brief resume/details relating to Mr. Aurobind Patel, Director of the Company to be re-appointed is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

Your Directors recommend his reappointment at the ensuing Annual General Meeting.

CHANGE OF CORPORATE OFFICE OF THE COMPANY

During the year, the Company has changed its Corporate Office from 16/A, Ali Chambers, 2nd Floor, Nagindas Master Road, Fort Mumbai- 400001, Maharashtra to Bayside Mall, 1st Floor, Opp. Sobo Central Mall, Tardeo Road, Haji Ali, Mumbai-400034. Maharashtra.

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 March 31, 2010, 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 judgments 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, 2010 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, 2010, on going concern basis.

FIXEDDEPOSITS

During the year under review, the Company has not accepted any fixed deposits fromthe public.

AUDITORS

The Board of Directors recommends to re-appoint M/s. Amit Desai & Co., Chartered Accountants as Statutory Auditors of the Company, who retire at the conclusion of forthcoming Annual General Meeting and are eligible for re-appointment. M/s. Amit Desai & Co. have given their consent to act as 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, 2010, are self explanatory in nature and do not require any explanation as per the provisions of Section 217(3)ofthe Companies Act, 1956.

ACKNOWLEDGEMENTS

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 ofappreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performanceofthe Company during the year.



By Order of the Board of Directors,

Jaydev Mody Chiarman

Mumbai, 30th July, 2010

Regd. Office:

Plot No.101-103, 19th Street, MIDC, Satpur, Nasik-422 007, Maharashtra.