To,
The Members,
The Directors of Arrow Greentech Limited present the 31st Annual Report on
the operations of the Company, together with the Audited Accounts for the year ended 31st
March, 2023.
Financial Results |
|
(Rupees in lakhs) |
Particulars |
2022-2023 |
2021-2022 |
Total income |
10,962 |
3,094 |
Profit (Loss) before finance cost, Depreciation and Amortization expenses, exceptional |
3,193 |
148 |
Less : Finance Cost |
104 |
53 |
Less : Depreciation and Amortization expenses |
428 |
393 |
Less: Exceptional items |
|
|
Profit Before Tax |
2,660 |
(298) |
Less : Provision for Taxation |
|
|
- Current Tax |
655 |
70 |
- Deferred Tax items & Tax |
170 |
(198) |
- Earlier Year Tax Adjustment |
(53) |
|
Profit for the year |
1,888 |
(171) |
Other Comprehensive Income |
(8) |
(1) |
Profit for the year after other comprehensive income |
1,880 |
(170) |
Add : Balance brought forward |
3,460 |
3,630 |
Balance carried to Balance Sheet |
5,340 |
3,460 |
Indian Accounting Standard
Financial Statement has been prepared in accordance with the Companies ("Indian
Accounting Standards") Rules, 2015 (IND AS) prescribed under Section 133 of the
Companies Act ,2013 and other recognised accounting practices and policies to the extent
applicable.
Operations:
The total income from operations including other income for the financial year under
review amounted to Rs.10,962 Lacs as compared to Rs. 3,094 Lacs in the previous year. The
Company has earned net profit of Rs.1,880 Lacs (including other comprehensive income) as
compared to Rs. (170) Lacs in the previous year. After adjustment of brought forward
balance of Rs. 3,460 Lacs from previous year, Rs. 5,340 Lacs has been carried to the
Balance Sheet.
Transfer to Reserves
The Board of Directors has not recommended transfer of any amount of profit to reserves
during the year under review. Hence, the entire amount of profit for the year under review
has been carried to the Profit and Loss account.
Business outlook and future prospects:
Business outlook and future prospects of the Company is discussed in detail in
Management Discussion and Analysis Report attached herewith.
Dividend
Your Directors have recommended a Dividend of 10% on 1,50,87,938 Equity Shares of the
face value of Rs. 10/- i.e. Re.1/- per equity share for the financial year ended 31st
March 2023 subject to the approval of the shareholders at the ensuing Annual General
Meeting of the Company. The dividend would be payable to all those Shareholders whose
names appear in the Register of Members as on the Book Closure Date.
Public Deposits
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo:
(a) Conservation of Energy and Technology Absorption
(i) The Company has paid special attention to the conservation of energy as a matter of
principal and policy. This has been reflected in the selection of equipment at the project
stage. The cost of power has kept to the minimum by optimum operation. Regular preventive
maintenance has helped to operate unit efficiently.
(ii) Additional investment and proposals, if any, are being implemented for reduction
of Conservation of Energy.
(iii) Impact of the measures at (i) and (ii) above for reduction of energy consumption
and consequent impact on the cost of production of goods is not ascertainable.
(b) Foreign Exchange earning and outgo
Foreign Exchange earnings - |
Rs. 1140 Lakhs (previous year Rs. 743 Lakhs) |
Foreign Exchange outgo - |
Rs. 1610 Lakhs (previous year Rs. 1039 Lakhs) |
Auditors And Auditors' Report Statutory Auditors
Members of the Company at the AGM held on September 29, 2021, approved the
re-appointment of M/s. Haribhakti & Co. LLP, as the statutory auditors of the Company
to hold office for their second term of 5 (five) years from the conclusion 29th Annual
General Meeting till the conclusion of 34th Annual General Meeting for the financial year
2025-26. The report of the Statutory Auditor forms part of the Annual Report.
The notes on financials statement referred to in the Auditor's report are self
explanatory and do not call for further comments. The auditors report do not contain any
qualification, adverse remarks.
Secretarial Auditor:
The Board has appointed M/s Rajendra & Co., Practising Company Secretary, to
conduct Secretarial Audit for the financial year 20222023. The Secretarial Audit Report
for the financial year ended March 31,2023 is annexed herewith marked as ANNEXURE I to
this Report. The Secretarial Audit Report does not contain any qualification, reservation
or adverse remark.
Internal Auditor:
The Company has appointed M/s. J.A. Rajani & Co., Chartered Accountants, Mumbai as
its Internal Auditor. The internal Auditor monitors and evaluates the effectiveness and
adequacy of internal control system in the Company, its compliances with operating
systems, accounting procedure and policies at all locations of the Company and reports the
same on quarterly basis to the Audit Committee.
Particulars of Loans, Guarantees or Investments:
The company has not given any guarantees covered under the provisions of section 186 of
the Companies Act,2013.
The details of the Loans given & investments made by company is given in the notes
to the financial statements.
Subsidiaries
As on March 31,2023 there were 4 subsidiaries and 2 step down subsidiary of the
Company:
Direct Indian subsidiary:
Arrow Secure Technology Private Limited (WOS of the Company)
Avery Pharmaceuticals Private Limited (WOS of the Company)
LQ Arrow Security Products (India) Private Limited
Direct Foreign subsidiary:
Arrow Green Technologies (UK) Limited (WOS of the Company)
Step down subsidiary:
Advance IP Technologies Limited (Subsidiary of Arrow Green Technologies (UK) Limited)
Advance Secure Products B.V. (Subsidiary of Arrow Green Technologies (UK) Limited)
Pursuant to Section 129(3) of the Act, a statement containing the salient features of
the financial statements of each of the subsidiary in the prescribed form AOC-1 as
ANNEXURE II to this Report, the financial statements of the subsidiaries are kept for
inspection by the shareholders at the Registered Office of the Company. The said financial
statements of the subsidiaries are also available on the website of the Company
www.arrowgreentech.com under the Investors Section.
A report on the performance and financial position of the each of the subsidiaries in
the AOC-1 is annexed to the report and hence not repeated here for the sake of brevity,
under Rule 8 of the Companies (Accounts) Rules, 2014.
The Company has also formulated a Policy for determining material subsidiaries, which
is uploaded on the website of the Company i.e. www.arrowgreentech.com and can be accessed
at http://www.arrowgreentech.com/images/ policies/ Policy_on_ Material_ Subsidiaries.pdf
Consolidated Financial Statements
Your Directors have pleasure in attaching the Consolidated Financial Statements
pursuant to Section 129(3) of the Act and SEBI Listing Regulations and prepared in
accordance with the Accounting Standards prescribed by the Institute of Chartered
Accountants of India, in this regard.
In accordance with the Section 129(3) of the Act and Accounting Standard (Ind AS 110)
on Consolidated Financial Statements, the audited Consolidated Financial Statements are
provided in this Annual Report.
Corporate Governance
Your Company is in compliance with the Corporate Governance guidelines, as laid out in
the SEBI Listing Regulations.
As per Regulation 34 (3) read with Schedule V of the SEBI Listing Regulations, a
separate section on corporate governance practices, followed by the Company, together with
a certificate from M/s. Haribhakti & Co., LLP, Chartered Accountants, confirming
compliance forms an integral part of this Report.
The annual report of the Company contains a certificate by the Chairman and Managing
Director in terms of SEBI Listing Regulations on the compliance declarations received from
the Directors and the Senior Management personnel and a Certificate by M/s. Haribhakti
& Co., LLP, Chartered Accountants, who have examined the requirements of Corporate
Governance with reference to SEBI Listing Regulations and have certified the compliance,
as required under SEBI Listing Regulations.
Internal control systems and their adequacy:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined in the Internal Audit Manual. To maintain its objectivity and independence, the
Internal Audit function reports to the Chairman of the Audit Committee of the Board &
to the Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company. 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 recommendations along
with corrective actions thereon are presented to the Audit Committee of the Board.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and the auditor has not
identified any material weakness relating to financial reporting
Extract of Annual Return:
The details forming part of the extract of the Annual Return in form MGT-9 is annexed
herewith as " ANNEXURE III".
SHARE CAPITAL
Increase in Authorized Share Capital
The Memorandum of Association of the Company was altered during the year by increase in
the authorized share capital of the Company from Rs.15,00,00,000/- (Rupees Fifteen Crores)
comprising 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Face Value of Rs. 10/-
(Rupee Ten Only) each to Rs. 17,50,00,000/- (Rupees Seventeen Crores Fifty Lakhs Only)
divided into 1,75,00,000 (One Crore Seventy Five Lakhs) Equity shares of Face Value of Rs.
10/- (Rupees Ten Only).
Issue of Equity Shares on Preferential Basis
During the year under review, the Company had issued and allotted 10,00,000 Equity
Shares on Preferential Basis on November 30, 2022.
The Paid up Share Capital as on March 31,2023 was Rs.15.09 crores.
Directors and Key Managerial Personnel
Mr. Dinkarray D Trivedi, Independent Director has resigned from the Board of Directors
of the Company, on 13, April 2023. The Board places on record his appreciation for the
contribution in the overall growth of the Company during her tenure as Director.
Pursuant to the provisions of the Companies Act, 2013 and Article of Association of the
Company, Mr. Neil Patel , Joint Managing Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible, offer himself for
reappointment. The Board recommends his appointment.
All the Directors of the Company have confirmed that they are not disqualified from
being appointed as directors in terms of Section 164 of the Companies Act, 2013.
Details of the Director seeking appointment at the Annual General Meeting, as required
in terms of Regulation 36(3) of the SEBI Listing Regulations is provided in the Annexure
to the Explanatory Statement to the Notice.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of
the Company are Mr. Shilpan Patel, Chairman & Managing Director, Mr. Neil Patel, Jt.
Managing Director, Mr. Hitesh Punglia, Chief Financial Officee and Ms. Poonam Bansal was
the Company Secretary of the Company. The Remuneration and other details of Key Managerial
Personnel for the financial year ended March 31,2023 are mentioned in the Extract of the
Annual Return which is attached to the Board's Report.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation 2015,
the Board has carried out an evaluation of its own performance, the directors individually
as well as the evaluation of the working of its Audit, Appointment & Remuneration
Committees. The manner in which the evaluation has been carried out has been explained in
the Corporate Governance Report.
Meetings
During the year six Board Meetings and four Audit Committee Meetings were convened and
held. The details of which are given in the Corporate Governance Report. The intervening
gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Further, a separate Meeting of the Independent Directors of the Company was also held
on 13th February, 2023, where at the prescribed items enumerated under Schedule IV to the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, were discussed.
Audit Committee
An Audit Committee is in existence in accordance with the provisions of Section 177 of
the Companies Act, 2013. Kindly refer to the section on Corporate Governance, under the
head, Audit Committee' for matters relating to constitution, meetings and functions
of the Committee.
Vigil Mechanism / Whistle Blower Policy:
In compliance with provisions of section 177(9) and (10) of the Companies Act, 2013
read with Regulation 22 of the Listing Regulations, your Company has adopted whistle
blower policy for Directors and employees to report genuine concerns to the management of
the Company. The whistle blower policy of the Company is posted on the website of the
Company and may be accessed on the Company's website at the link:
http://www.arrowgreentech.com/images/policies/Whistle%20Blower%20Policy.pdf
Nomination and Remuneration Committee
A Nomination and Remuneration Committee is in existence in accordance with the
provisions of subsection (3) of Section 178 of the Companies Act, 2013. Kindly refer to
the section on Corporate Governance, under the head, Nomination and Remuneration
Committee' for matters relating to constitution, meetings, functions of the Committee.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy recommended by the Nomination and Remuneration
Committee is duly approved by the Board of Directors of the Company and the Remuneration
Policy of the Company may be accessed on the Company's website at the link:
http://www.arrowgreentech.com/images/policies/nomination-remuneration-policy.pdf
Corporate Social Responsibility Initiatives
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company
and the initiatives undertaken by the Company during the year are set out in Annexure IVof
this report as per the format prescribed in Companies (Corporate Social Responsibility
Policy) Rules, 2014.
The CSR Policy may be accessed on the Company's website at the link: http://
www.arrowgreentech.com/images/policies/ CSR_Policy .pdf
Related Party Transactions:
All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the company at large.
Particulars of Employees and related disclosures
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In terms of Section 136 of the Act, the
Report and Financial Statement are being sent to the Members and others entitled thereto,
excluding the information on employees' particulars which is available for inspection by
the Members at the Registered Office of the Company during business hours on working days
of the Company upto the date of the ensuing Annual General Meeting. If any Member is
interested in obtaining a copy thereof, such Member may write to the Company Secretary in
this regard.
Risk management policy
Pursuant to the requirement of Section 134 (3) (n) of the Act, the Company has in place
a structured risk management policy. The Risk management process is designed to safeguard
the organisation from various risks through adequate and timely actions. It is designed to
anticipate, evaluate and mitigate risks in order to minimize its impact on the business.
Directors' Responsibility Statement
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to
state that:
i) in the preparation of the annual accounts, the applicable Accounting Standards had
been followed along with proper explanation relating to material departures;
ii) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are responsible and prudent so as to give a true and
fair view of the state of affairs of the Company for the financial year ended on 31st
March, 2023 and of the profit/loss of the Company for the period under review;
iii) the directors had taken proper and sufficient care of 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 annual accounts/financial statement have been prepared on a going
concern' basis.
v) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
vi) The directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.
Industrial Relations:
During the year under review, your Company enjoyed cordial relationship with workers
and employees at all levels.
General
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate
on the date of this report.
2. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
3. Your Directors further state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
Acknowledgements:
Your Directors would like to express their grateful appreciation for the assistance and
co-operation received from the Financial Institution, Banks, Government Authorities,
Vendors and Shareholders and all organizations connected with its business during the year
under review. Your Directors also wish to place a record their deep sense of appreciation
for the committed services of Executives, Staff and Workers of the Company.
|
For and on behalf of the Board of Directors |
|
Shilpan P Patel |
Place: Mumbai |
Chairman & Managing Director |
Date: 27th May 2023 |
DIN:00341068 |
|