ACROW INDIA LIMITED
ANNUAL REPORT 2011-2012
Acrow India Ltd.
Your Directors have pleasure in presenting their 52nd Annual Report
together with the Audited Accounts of the Company for the year ended 31st
(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
Proposed Dividend - 32.00
Corporate Dividend Tax - 5.19
Transfer to General Reserve - 1.30
Balance Carried to Balance Sheet 177.40 184.13
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.
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`s operations are expected to improve over the previous year.
The Income Tax Assessments of the Company have been completed upto the
Accounting Year 2007-2008.
The Company did not accept/renew any deposits from the public during the
year under review.
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
DIRECTORS` RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
a) In the preparation of the Annual Accounts, the applicable accounting
standards have been followed with explanatory notes relating to material
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`.
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.
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
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
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.
The Board places on record its appreciation for the continued support
extended to the Company by the Shareholders, Bankers, Suppliers and
On behalf of the Board of Directors
Ravalgaon, Taluka Malegaon,
Dist. Nasik, Maharashtra,
Pin Code 423108
Date: 10th August 2012.
ANNEXURE `A` DIRECTORS` REPORT
Particulars as per Companies (Disclosure of Particulars in the Report of
the Board of Directors) Rules, 1988.
A. CONSERVATION OF ENERGY:
I. In order to conserve energy, preventive maintenance of the Plant &
Machinery is carried out on a regular basis. The production is taken in
batches to obtain optimum output. For the manufacture of Company`s products
mainly electrical power is used. Diesel oil is also used to an extent for
operating mobile crane and other material handling equipments.
II. No additional investment for reduction of energy consumption is
envisaged during the year.
III. The average cost of energy consumed in relation to the total cost of
production is negligible. Consequently a significant impact is not expected
on the cost of production on account of reduction in the consumption of
B. TECHNOLOGY ABSORPTION:
a. Research & Development (R & D)
i. Specified areas in which R& D carried out by the Company: Efforts are
continued on regular basis for further improvement in quality of the
products. Improving and maintaining the quality of certain key raw
materials mainly steel, paints, etc. are also given proper attention.
ii. Benefits derived as a result of the above R & D - Maintenance of
iii. Future Plan of Action: Steps are continuously taken for the
development of new products, up-gradation of technology and improvement of
product quality with an aim of offering better products to the customers.
iv. Expenses on R & D: The expenses incurred by the Company on R & D are
primarily for testing of the product quality and specifications. Amount
spent on such activity will therefore not expenses on Research and
b. Technical Absorption, Adaptation and Innovation:
i. Effort, in brief, made for Technical Absorption, Adaptation and
Innovation on the basis of the Company`s own R & D activities:
Absorption and adaptation of the new technology is a continuous process to
meet the specific needs of the local market.
ii. Benefit derived as a result of the above efforts:
Improvement of product quality, cost effectiveness and energy conservation
are the major benefits.
iii. Imported Technology:
(a) Technology imported : For Automatic Weighing and
(b) Year of Import : 1995-96
(c) Has technology been fully
absorbed? : Yes
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
I. Activities relating to exports; Initiatives taken to increase export;
development of new Export Market for product and services; and export
The company is continuously making efforts to find export market for its
products, particularly in the neighboring countries, Middle East and
II. Total Foreign Exchange Earnings and Outgo:
During the year there were export sales given in Note 21 and details of
Foreign Exchange outgo are given in Note 27.2 of Notes forming part of
ANNEXURE `B` TO DIRECTORS` REPORT
Acrow India Limited
P.O Ravalgaon - 423108
Taluka - Malegaon, Dist Nasik,
Nominal Capital Rs 1.00 CRORE
We have examined the registers, records, books and papers of M/s ACROW
INDIA LIMITED (the company) as required to be maintained under the
Companies Act, 1956 (the Act) and rules made there under and also the
provisions contained in the Memorandum and Articles of Association of the
company for the financial year ended on 31st March 2012. In our opinion and
to the best of our information and according to the examinations carried
out by us and explanations furnished to us by the company, its officers,
agents, we certify that in respect of the financial year ended on 31st
1 The company has kept and maintained all the registers as stated in the
Annexure "A" to this certificate, as per the provisions of the Act and the
rules made there under and all the entries therein have been duly recorded.
2. The company has duly filed the forms and returns as stated in Annexure
"B" to this certificate with the Registrar of Companies, Regional Director,
Central Government, Company Law Board, or other authorities within the time
prescribed under the Act and the rules made there under.
3. The company is a public limited company and has paid up capital of Rs
64,00,000/(Rupees Sixty Four Lacs only) as on 31st March 2012.
4. The Board of Directors duly met 5 times on 25th April 2011, 25th July
2011, 12th August 2011, 21st October 2011 and 25th January 2012 and in
respect of such meetings proper notices were given and proceedings were
properly recorded and signed.
5. The company closed its Register of Members from Wednesday, 21st
September 2011 to Thursday, 29th September 2011.
6. The Annual General Meeting for the financial year ended 31st March 2011
was held on Thursday, 29th September 2011 after giving due notice to the
members of the company and the resolutions passed thereat were duly
recorded in the Minutes book maintained for the purpose.
7. No Extra Ordinary General Meeting was held during the financial year
ended 31st March 2012.
8. The company has not advanced any loans to its Directors or persons or
firms or companies referred to under section 295 of the Act during the
year. However there is an outstanding balances of loans already granted to
one company, which aggregates to Rs. 1.80 crores and the maximum amount
outstanding during the year amounts to Rs 1.80 crores.
9. The company has duly complied with the provisions of section 297 of the
Act in respect of contracts specified in that section.
10. The company has made necessary entries in the register maintained under
section 301 of the Act.
11. As there were no instances falling within the purview of section 314 of
the Act, the Company has not obtained any approvals from the Board of
Directors, Members or the Central Govt.
12. The company has issued duplicate share certificates during the
financial year after complying with the provisions laid down in the Act.
13. During the financial year ended 31st March 2012:
(i) The Company has delivered all the certificates on lodgment thereof for
transfer/transmission or any other purpose in accordance with the
provisions of the Act. The company has not made any allotment of securities
during the financial year.
(ii) The Company has duly complied with the requirements of section 217 of
14. The Board of Directors of the company is duly constituted. No
additional director was appointed during the year. There was no appointment
of Alternate Directors and Directors to fill casual vacancies during the
financial year ended March 31, 2012.
15. The appointment of Managing Director/Whole time Director/Manager has
been made in compliance with the provisions of the Act.
16. The company has not made any appointment of sole selling agents during
17. The company was not required to obtain any approvals of the Central
Govt. Company Law Board, Regional Director, Registrar of Companies or such
other authorities as may be prescribed under the various provisions of the
Act during the financial year.
18. The Directors have disclosed their interest in other firms/companies to
the Board of Directors pursuant to the provisions of the Act and the rules
made there under.
19. The company has not issued any shares/debentures/other securities
during the financial year.
20. The company has not bought back any shares during the financial year.
21. There was no redemption of preference shares/debentures during the
22. There was no transaction necessitating the company to keep in abeyance
the right to dividend, rights shares and bonus shares pending registration
of transfer of shares.
23. The company has not invited/accepted any deposits during the year under
review and hence the question of complying with the provisions of Section
58A and 58AA read with the Companies (Acceptance of Deposits) Rules
1975/the applicable directions issued by the Reserve Bank of India/any
other authority in respect of deposits accepted including unsecured loans
taken does not arise.
24. The amount borrowed by the company from directors, members, public,
financial institutions, banks and others during the financial year ending
31st March 2012 is within the borrowing limits of the company.
25. The company has given loans and made investments in other bodies
corporate in compliance with the provisions of section 372A and has made
necessary entries in the register kept for that purpose.
26. The company has not altered the provisions of the Memorandum with
respect to situation of the company`s registered office from one state to
another during the year under scrutiny.
27. The company has not altered the provisions of the Memorandum with
respect to the objects of the company during the year under scrutiny.
28. The company has not altered the provisions of the Memorandum with
respect to name of the company during the year under scrutiny.
29. The company has not altered the provisions of the Memorandum with
respect to share capital of the company during the year under scrutiny.
30. The company has not altered any of the provisions of its Articles of
Association during the year under scrutiny.
31. There were no prosecutions initiated against or show cause notices
received by the company and no fines or penalties or any other penalties or
punishments were imposed on the company during the financial year for any
of the offenses under the Act.
32. The company has not received any money as security from its employees
during the year under certification.
33. The company has deposited both employees` and employer`s contribution
to Provident Fund with the prescribed authority pursuant to section 418 of
the Companies Act, 1956
Place: Mumbai BIPIN RAJE
Date : August 10, 2012 C.P No: 6147
(1) Register of Members u/s 150 of the Act
(2) Register of Directors shareholding u/s 307 of the Companies Act, 1956
(3) Register of Directors, Managing Director, Manager and Secretary u/s 303
of the Companies Act, 1956
(4) Books of accounts as required under the Companies Act
(5) Register of Particulars of Contracts in which Directors are interested
(6) Register of Directors Attendance
(7) Minutes of the General Meetings and Board Meetings u/s 193 of the Act
(8) Register of charges u/s 143 of the Act
Forms and Returns as filed by the Company with the Registrar of Companies,
Maharashtra, Mumbai during the financial year ending on 31st March 2012.
Sr. Form No/Return Filed Purpose Date of C1 C2
No. Under Filing
1. Compliance 383A Compliance 21/10/2011 Yes NA
for the year
2. Annual Return 159 Annual Return 26/11/2011 Yes NA
3. Balance Sheet 210 For the Year 30/11/2011 Yes NA
4. Transfer of 205C Transfer of 23/11/2011 Yes NA
Unpaid Dividend unpaid dividend
of the year
5. Statement of Rule 3 of Statement of 31/07/2012 Yes NA
unclaimed and the IEPF unclaimed and
unpaid amounts unpaid amounts
C1 = Whether filed in time
C2 = If delay in Filing, whether with Requisite late filing fees