The Members Acrow India Ltd.
Your Directors have pleasure in presenting their 53rd Annual Report together with the
Audited Accounts of the Company for the year ended 31st March 2013.
(Rs. in lacs)
|Sales and Other Income
|Less: Interest & Finance Charges
|Profit Before Exceptional Items
|Exceptional Items - Sundry Balances written back
|Profit Before Tax After Exceptional Items
|Less: Provision for Tax
|Deferred Tax Credit / (Debit)
|Tax for Earlier Years
|Profit After Tax
|Add: Balance brought forward from previous year
|Balance available for appropriation
|Corporate Dividend Tax
|Transfer to General Reserve
|Balance Carried to Balance Sheet
Your Directors do not recommend any dividend on the equity shares for the year ended
31st March 2013.
The Companys turnover for the year under review stood at Rs. 164.11 lacs (
inclusive of excise duty and service tax ) as compared to Rs. 315.29 lacs during the
The Operating Profit for the year is Rs. 16.56 lacs as against Operating Profit of Rs.
20.46 lacs in the previous year and Loss Before Tax ( before extra ordinary item ( income)
of Rs. 23.08 lacs) is Rs. 17.70 lacs as against Loss of Rs. 12.82 lacs in the previous
The Sales and other income for the current year are Rs. 218.46 lacs as compared to Rs.
366.80 lacs of the previous year.
The Income Tax Assessments of the Company have been completed upto the Accounting Year
The Company did not accept/renew any deposits from the public during the year under
A Statement giving the details regarding the Conservation of Energy and Technology
Absorption, Foreign Exchange Earnings and Outgo as required by the Companies (disclosure
of particulars in the report of the Board of Directors) Rules, 1988, is annexed hereto as
Annexure A and forms part of this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that a)
In the preparation of the Annual Accounts, the applicable accounting standards have been
followed with explanatory notes relating to material departures. b) Appropriate accounting
policies have been selected and applied consistently, judgements and estimates that are
made are 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 have 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
Particulars of employees under Section 217 (2A) of the Companies Act, 1956, read with
the (Particulars of employees) Rules, 1975, as amended, are not given since there is no
employee drawing remuneration stipulated under the said rules.
In accordance with the provisions of the Companies Act, 1956 and Article 152 of the
Companys Articles of Association, Mr. Nihal Doshi and Mr. Ashok Ashtekar would
retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer
themselves for reappointment. Further, Shri Manohar Bhide, Independent Director of the
company has resigned from the directorship due to health reasons and the Board of
Directors in their meeting held on 29th May 2013 has accepted the same.
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
The Board places on record its appreciation for the continued support extended to the
Company by the Shareholders, Bankers, Suppliers and Customers.
On behalf of the Board of Directors
Ravalgaon, Taluka Malegaon,
Dist. Nasik, Maharashtra,
Pin Code 423108
Date: 29th May 2013
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 Companys products mainly electrical power is used.
Diesel oil is also used to an extent for operating mobile crane and other material
II. No additional investment for reduction of energy consumption is envisaged during
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 energy.
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 quality
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 be treated as expenses on
Research and Development.
b. Technical Absorption, Adaptation and Innovation:
i. Effort, in brief, made for Technical Absorption, Adaptation and Innovation on the
basis of the Companys 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
|iii. Imported Technology:
|(a) Technology imported :
||For Automatic Weighing and Bagging Machines.
|(b) Year of Import :
|(c) Has technology been fully absorbed?
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 plans.
The company is continuously making efforts to find export market for its products,
particularly in the neighboring countries, Middle East and African countries.
II. Total Foreign Exchange Earnings and Outgo:
During the year there were no export sales.
ANNEXTURE B TO DIRECTORS REPORT
The Members, Acrow India Limited P.O Ravalgaon - 423108 Taluka Malegaon, Dist
Nasik, Maharashtra CIN L13100MH1960PLC011601 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 2013. 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 March 2013:
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 2013.
4. The Board of Directors duly met 5 times on 9th May 2012, 30th July 2012, 10th August
2012, 8st November 2012 and 7th February 2013 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 Friday, 21st September 2012 to
Saturday, 29th September 2012.
6. The Annual General Meeting for the financial year ended 31st March 2012 was held on
Saturday, 29th September 2012 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
7. No Extra Ordinary General Meeting was held during the financial year ended 31st
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 balance of loans already granted to one company, covered in the register
maintained under section 301 of the Act. The outstanding amount of loan aggregates to Rs.
2.70 crores and the maximum amount outstanding during the year amounts to Rs 2.70 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
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 2013:
(i) The Company has delivered all the certificates on lodgement 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 the Act.
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, 2013. 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 the year.
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
20. The company has not bought back any shares during the financial year.
21. There was no redemption of preference shares/debentures during the financial year.
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 2013 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 companys 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 offences 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 employers contribution to
Provident Fund with the prescribed authority pursuant to section 418 of the Companies Act,
|Date: May 29, 2013
||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 u/s 301 (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 ended on 31st March 2013
|Sr . No
||Form No/ Return
||Filed Under Section
||Date of Filing
||Whether filed in time
||If delay in Filing, whether with Requisite late filing fees
||Compliance certificate for the year ended 31st March 2012
||Annual Return for the financial year ended 31st March 2012
||Balance Sheet & Profit & Loss Account
||For the Year Ended 31st March 2012
||Cost Audit - Compliance Report
||For the Year Ended 31st March 2012
||Statement of unclaimed and unpaid amounts
||Rule 3 of the IEPF
||Statement of unclaimed and unpaid amounts-March 2011
||Statement of unclaimed and unpaid amounts
||Rule 3 of the IEPF
||Statement of unclaimed and unpaid amounts-March 2012