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Arrow Textiles Directors Report, Arrow Textiles Reports by Directors
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Download Annual Report PDF Format 2014 | 2013 | 2012 | 2011 | 2010
Directors Report Year End : Mar '14    « Mar 13
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.
Source : Dion Global Solutions Limited
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