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Arrow Textiles
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Directors Report Year End : Mar '15    « Mar 14
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: secretarial@arrowtextiles.com
 Website: www.arrowtextiles.com
 Tel No : 91-253-3918200 Fax No :91-253-3918220
Source : Dion Global Solutions Limited
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