Arrow Greentech Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Directors of Arrow Greentech Limited present the 33rd Annual Report on the operations of the Company, together with the Audited
Accounts for the year ended 31st March, 2025.

Finanrial Rpciilt .. .....

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Total income	20,602	13,785	24,861	15,111
Profit before finance cost, Depreciation and Amortization expenses,	8,774	5,743	9,361	4,894
Less : Finance Cost	12	34	21	44
Less : Depreciation and Amortization expenses	473	474	740	784
Profit Before Tax.	8,289	5,235	8,600	4,066
Less : Provision for Taxation
- Current Tax	2,084	1,383	2,340	1,432
- Deferred Tax	3	(46)	(53)	(267)
- Earlier Year Tax Adjustment	12	(32)	12	(32)
Profit After Tax.	6,190	3,930	6,301	2,933
Other Comprehensive Income	(6)	(8)	128	67
Total Comprehensive Income for the year	6,184	3,922	6,429	3,000

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:

Standalone:

The total income from operations including other income for the financial year under review amounted to Rs.20,602 Lacs as compared to
Rs. 13,785 Lacs in the previous year. The Company has earned net profit of Rs 6,184 Lacs (including other comprehensive income) as
compared to Rs.3,922 Lacs in the previous year.

Consolidated:

The total income from operations including other income for the financial year under review amounted to Rs.24,861 Lacs as compared to
Rs. 15,111 Lacs in the previous year. The Company has earned net profit of Rs 6,429 Lacs (including other comprehensive income) as
compared to Rs.3,000 Lacs in the previous year.

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 40% on 1,50,87,938 Equity Shares of the face value of Rs. 10/- i.e. Rs.4 /- per equity
share for the financial year ended 31st March 2025 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.610 Lakhs (previous year Rs. 1494 Lakhs)

Foreign Exchange outgo - Rs.1461 Lakhs (previous year Rs. 2531 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 of 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:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and in accordance with the requirement of Regulation 24A of the SEBI (LODR),
Regulation, 2015, and subject to approval of shareholders in AGM, the Board of Directors has appointed M/s. Rajendra & Co.,a firm of
Company Secretaries in practice to undertake the Secretarial Audit for a period of five (5) consecutive financial year from FY 2025-26 to
2029-30. The Secretarial Audit Report in Form MR-3 for the said financial year is annexed to this Report as ANNEXURE - I. There is no
other qualification, reservation or adverse remark in their report.

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.

Cost Auditors:

Mr. Dilip M Bathija, Cost Accountants, have conducted audit of Cost Accounting Records in respect of the Financial Year 2024-25 and
report thereon shall be finalized and filed as statutorily provided. The Board on recommendation of the Audit Committee has re¬
appointed Mr. Dilip M Bathija, Cost Accountants for the FY 2025-26 at a remuneration of Rs.80,000 (Rupees Eighty thousand only) plus
applicable taxes and out of pocket expenses has been fixed for the Cost Auditors subject to the ratification of such fees by the
shareholders at the 33rd Annual General Meeting. The Company has maintained cost records as specified under section 148(1) of the
Companies Act, 2013.

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 31,2025 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

The Paid up Share Capital as on March 31,2025 was Rs.15.09 crore. During the year under review, the Company has not issued any
shares.

EMPLOYEE STOCK OPTIONS

During the FY 2024-25, the Company implemented a broadbased employee stock ownership program namely ‘Arrow Greentech ESOP
Scheme 2024’ (Scheme) as a strategic initiative aimed at rewarding the employees for their dedicated service. The Scheme aims to
reinforce employees’ commitment, acknowledge their dedication, and align their interests with the long-term success of the Company.

The Board of Directors of the Company, based on the recommendations of the Nomination and Remuneration Committee ("the
Committee" or "NRC") deems it beneficial to extend the Scheme’s benefits to the employees of the Company. This attract the relevant
talent into the Company to drive its growth plans.

Arrow Greentech ESOP Scheme 2024 comprises periodic Grants which may be determined by the Committee from time to time which
shall be based on the factors such as performance of the employee for the past financial years (or for the period of his service),
onboarding incentive for new employees, attracting talent, position and responsibilities of the concerned employee, the nature and
tenure of employee’s services to the Company, the employee’s present and potential contribution to the success of the Company and
such other factors as the Committee deems relevant for accomplishing the purpose of the Scheme..

Accordingly, the Members of the Company at the 32nd Annual General Meeting (AGM) held on September 16, 2024 approved the ‘Arrow
Greentech ESOP Scheme 2024’ to create and grant from time to time, in one or more tranches, not exceeding 2,25,000 (Two Lakhs
Twenty Five Thousand) employee stock options equity shares of face value of INR 10/- (Rupees Ten only) each fully paid-up.

The Board of Directors hereby confirm that there has been no material change in the Scheme as on the date of this report and the
Scheme is in compliance with the applicable provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021.

Directors and Key Managerial Personnel

Mr. Haresh Mehta (DIN: 00376589), had completed his second and final term as an Independent Director and consequently ceased to
be a Director & Member in the Committees of the Company w.e.f. the close of business hours on March 31,2025. The Board of Directors
and the Management of the Company expressed deep appreciation and gratitude to Mr. Haresh Mehta for his extensive contribution and
stewardship.

The Board, upon the recommendations of the Nomination and Remuneration Committee, at its Meeting held on 8th Febuary 2025,
appointed Mr. Yogesh Gajjar (DIN:10937614) as an Additional (Independent) Director of the Company w.e.f. 8th February 2025.
Necessary resolution for seeking approval of members for their appointment in the said office is approved by shareholders through
Postal Ballot on 28th March 2025.

Pursuant to the provisions of the Companies Act, 2013 and Article of Association of the Company, Mr. Neil Patel , Jt. Managing Director
of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.
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 Officer and Mrs. Poonam Bansal
Company Secretary. The Remuneration and other details of Key Managerial Personnel for the financial year ended March 31,2025 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 four 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 8th February, 2025, 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 IV of 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, 2025 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:17th May 2025 DIN:00341068

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Mar 31, 2024

The Directors of Arrow Greentech Limited present the 32nd Annual Report on the operations of the Company, together with the Audited Accounts for the year ended 31st March, 2024.

Financial Result (Rupees in lakhs)

Particulars	FY 2023-2024	FY 2022-2023
Total income	13,785	10,962
Profit (Loss) before finance cost, Depreciation and Amortization expenses, exceptional	5,743	3,192
Less : Finance Cost	34	104
Less : Depreciation and Amortization expenses	474	428
Less: Exceptional items	-	-
Profit Before Tax	5,235	2,660
Less : Provision for Taxation
- Current Tax	1,383	655
- Deferred Tax items & Tax	(46)	170
- Earlier Year Tax Adjustment	(32)	(53)
Profit for the year	3,930	1,888
Other Comprehensive Income	(8)	(8)
Profit for the year after other comprehensive income	3,922	1,880
Add : Balance brought forward	5,340	3,460
Less: Ind AS Adjustment	-	-
Less : Dividend Paid	(151)	-
(related to previous year)
Balance carried to Balance Sheet	9,111	5,340

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.13,785 Lacs as compared to Rs. 10,962 Lacs in the previous year. The Company has earned net profit of Rs.3,922 Lacs (including other comprehensive income) as compared to Rs. 1,880 Lacs in the previous year. After payment of dividend of Rs.151 Lacs and adjustment of brought forward balance of Rs. 5,340 Lacs from previous year, Rs. 9,111 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 20% on 1,50,87,938 Equity Shares of the face value of Rs. 10/- i.e. Rs.2/- per equity share for the financial year ended 31st March 2024 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.1494 Lakhs (previous year Rs. 1140 Lakhs)

Foreign Exchange outgo - Rs.2531 Lakhs (previous year Rs. 1610 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 20232024. The Secretarial Audit Report for the financial year ended March 31,2024 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.

Cost Auditors:

Mr. Dilip M Bathija, Cost Accountants, have conducted audit of Cost Accounting Records in respect of the Financial Year 2023-24 and report thereon shall be finalized and filed as statutorily provided. The Board on recommendation of the Audit Committee has reappointed Mr. Dilip M Bathija, Cost Accountants for the FY 2024-25 at a remuneration of Rs.80,000 (Rupees Eighty thousand only) plus applicable taxes and out of pocket expenses has been fixed for the Cost Auditors subject to the ratification of such fees by the shareholders at the 32nd Annual General Meeting. The Company has maintained cost records as specified under section 148(1) of the Companies Act, 2013.

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 31,2024 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

The Paid up Share Capital as on March 31,2024 was Rs.15.09 crore. During the year under review, the Company has not issued any shares.

Directors and Key Managerial Personnel

Mr. Dinesh Modi (DIN: 00004556), and Mr. Harish Mishra (DIN: 05301127) had completed their second and final term as an Independent Director and consequently ceased to be a Director & Members in the Committees of the Company w.e.f. the close of business hours on March 31,2024. The Board of Directors and the Management of the Company expressed deep appreciation and gratitude to Mr. Dinesh Modi and Mr. Harish Mishra for their extensive contribution and stewardship.

The Board, upon the recommendations of the Nomination and Remuneration Committee, at its Meeting held on 13th Febuary 2024, appointed Mr. Prashant Mehta (DIN:02225808) and Mrs. Barkharani Nevatia (DIN: 08531880) as an Additional (Independent) Director of the Company w.e.f. 13th February 2024. Necessary resolution for seeking approval of members for their appointment in the said office is approved by shareholders through Postal Ballot on 29th March 2024.

Pursuant to the provisions of the Companies Act, 2013 and Article of Association of the Company, Mr. Neil Patel , Jt. Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

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 Officer and Mrs. Poonam Bansal was the Company Secretary of the Company. The Remuneration and other details of Key Managerial Personnel for the financial year ended March 31,2024 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 five 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, 2024, 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, 2024 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:25th May 2024 DIN:00341068

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Mar 31, 2023

The Directors of Arrow Greentech Limited present the 31^st Annual Report on the operations of the Company, together with the Audited Accounts for the year ended 31^st 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

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Mar 31, 2018

The Directors of Arrow Greentech Limited present the 26^th Annual Report on the operations of the Company, together with the Audited Accounts for the year ended 31^st March, 2018.

Financial Results

(Rs. in thousands)

Particulars	2017-2018	2016-2017
Total income	4,91,319	3,37,265
Profit (Loss) before finance cost, Depreciation and Amortization expenses,	2,21,621	1,79,989
exceptional items & Tax
Less : Finance Cost	-	-
Less : Depreciation and Amortization expenses	40,314	12,542
Less: Exceptional items	-	-
Profit Before Tax	1,81,307	1,67,447
Less : Provision for Taxation
- Current Tax	32,276	22,134
- Deferred Tax	(2,442)	5,773
- Earlier Year Adjustments	-	1,588
Profit for the year	1,51,473	1,37,952
Other Comprehensive Income	266	21
Profit for the year after other comprehensive income	1,51,207	1,37,973
Add : Balance brought forward	2,59,945	1,43,167
Less : Tax & Dividend Adjustment (related to previous year)	65,747	21,195
Balance carried to Balance Sheet	3,45,406	2,59,945

Indian Accounting Standard

The Ministry of Corporate Affairs (MCA) on February 16, 2015 notified that Indian Accounting Standard (Ind AS) are applicable to certain classes of companies from April 1, 2016 with a transition date of April 1, 2015 and certain classes of companies from April 1, 2017 with a transition date of April 1, 2016. Ind AS has replaced the previous Indian GAAP prescribed under section 133 of the Companies Act, 2013 (“the Act”) read with rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to the company from April 1, 2017.

The reconciliation and description of the effects of the transition from previous GAAP to Ind AS have been set out in Note No. 3 in the notes to accounts in Standalone Financial Statement and Note No. 3 in the notes to accounts in the Consolidated Financial Statement.

Operations

The total income from operations including other income for the financial year under review amounted to Rs. 4913.19 Lacs as compared to Rs. 3372.65 Lacs in the previous year. The Company has earned net profit of Rs. 1512.07 Lacs (including other comprehensive income) as compared to Rs. 1379.73 Lacs in the previous year. After adjustment of brought forward balance of Rs. 2599.45 Lacs from previous year and payment of dividend (including corporate dividend tax) of Rs. 657.47 Lacs for previous year, Rs. 3454.06 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 20% on 11,73,9,948 Equity Shares of the face value of Rs. 10/- i.e. Rs. 2/- per equity share for the financial year ended 31^st March 2018 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 earnings and outgo

Foreign Exchange earnings - Rs. 3333.5Lacs (previous year Rs.. 2308.3Lacs)

Foreign Exchange outgo - Rs. 514.4 Lacs (previous year Rs. 220.8 Lacs)

Auditors and Auditors’ Report

Statutory Auditors

M/s. Haribhakti & Co. LLP, the Statutory Auditors of the Company will hold office till the ensuing Annual General Meeting. As per provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, an audit firm can be appointed as Statutory Auditors of the Company only for two terms each term consisting of five consecutive years. Further, the audit firm which has been occupying the office of auditors of the Company for more than seven years prior to implementation of the Companies Act, 2013, are eligible to hold office for additional three years only.

M/s. Haribhakti & Co. LLP, the Statutory Auditors of the Company who hold office until the conclusion of the ensuing Annual General Meeting, is proposed to be re-appointed as Statutory Auditors of the Company for the financial year 2018-19. The said Auditor have given a written consent and also issued Certificate pursuant to Section 139 of the Companies Act, 2013.

The Notes on Financial Statement referred to in the Auditors Report’s are self -explanatory and do not call for further comments. The Auditor’s Report does not contain any qualifications, adverse remark.

Secretarial Auditor

The Board has appointed M/s Rajendra & Co., Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 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 loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company is given in the notes to the financial statements Subsidiaries

As on March 31, 2018 there were 4 subsidiaries and 1 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 (WOS of the Company)

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)

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

The Paid up Share Capital as on 31.3.2018 was Rs. 11.74 crore. During the year under review, the Company has not issued any shares.

Directors and Key Managerial Personnel

Ms. Suneeta Thakur, Woman Director has resigned from the Board of Directors of the Company, on 21^st February 2018. The Board places on record her appreciation for the contribution in the overall growth of the Company during her tenure as Director.

The Board, upon the recommendations of the Nomination and Remuneration Committee, at its Meeting held on 29^th May 2018, appointed Ms. Aradhana Singh (DIN:08141485) as an Additional (Independent) Woman Director. w.e.f. 29^th May 2018. Necessary resolution for seeking approval of members for his appointment in the said office is included in the Notice of Annual General Meeting.

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Neil Patel shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16 (1) (b) of the SEBI Listing Regulations.

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 Officer, and Ms. Poonam Bansal, Company Secretary of the Company. The Remuneration and other details of Key Managerial Personnel for the financial year ended March 31, 2018 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 five 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 13^th February, 2018, whereat 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 IV of 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 up to 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 31^st March, 2018 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 directors had prepared the accounts 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.

Acknowledgments:

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

Neil S. Patel

Place: Mumbai Jt. Managing Director

Date: May 29, 2018 DIN:00607101

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Mar 31, 2017

To,

The Members,

The Directors of Arrow Greentech Limited present the 25^th Annual Report on the operations of the Company, together with the Audited Accounts for the year ended 31^st March, 2017.

Financial Results

(Rupees in thousands)

	Particulars	2016-2017	2015-2016
	Total income	3,19,148	2,80,043
	Profit (Loss) before finance cost, Depreciation and Amortization expenses, exceptional
	items & Tax	1,67,920	1,68,546
	Less : Finance Cost	-	-
	Less : Depreciation and Amortization expenses	12,542	9,751
	Less: Exceptional items	-	-
	Profit Before Tax (PBT)	1,55,378	1,58,795
	Less : Provision for Taxation
	- Current Tax	22,134	49,000
	- Deferred Tax	2,978	(603)
	- Tax in respect of Earlier Years	1,588	(1,895)
	Profit After Tax (PAT)	1,28,679	1,12,293
	Add : Balance brought forward	1,19,705	64,866
	Less : Tax & Dividend Adjustment	-	(57,453)
	Balance carried to Balance Sheet	2,48,383	119,705

Operations:

The total income from operations including other income for the financial year under review amounted to Rs.3,191.48 Lacs as compared to Rs. 2,800.43 Lacs in the previous year. The Company has earned net profit of Rs. 1,286.79 Lacs under review after providing for depreciation of Rs. 125.42 Lacs and taxation of Rs. 267.00 Lacs. After adjustment of brought forward balance of Rs. 1,197.05 Lacs from previous year, Rs. 2,483.83 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 45% and also recommended a special dividend of 11% on occasion of 25^th year of operation of the company on 11,73,9,948 Equity Shares of the face value of Rs. 10/- i.e. Rs. 5.6/- per equity share for the financial year ended 31^st March 2017 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 earnings and outgo

Foreign Exchange earnings -Rs. 2308.31Lacs (previous year Rs. 1719.64 Lacs)

Foreign Exchange outgo - Rs. 220.84 Lacs (previous year Rs. 78.42 Lacs)

Auditors And Auditors'' Report StatutoryAuditors

M/s. Haribhakti & Co. LLP, the Statutory Auditors of the Company will hold office till the ensuing Annual General Meeting. As per provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, an audit firm can be appointed as Statutory Auditors of the Company only for two terms each term consisting of five consecutive years.

M/s. Haribhakti & Co. LLP, the Statutory Auditors of the Company who hold office until the conclusion of the ensuing Annual General Meeting, is proposed to be re-appointed as Statutory Auditors of the Company for the financial year 2017-18. The said Auditor have given a written consent and also issued Certificate pursuant to Section 139 of the Companies Act, 2013.

Auditors'' Report

In respect to observations made by the Auditors in their report, your Directors would like to state as under:

1) Regarding payment of undisputed statutory due, we state that the company is in process of payment of the same with appropriate authorities.

Secretarial Auditor:

The Board has appointed M/s Rajendra & Co., Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2016

17. The Secretarial Audit Report for the financial year ended March 31, 2017 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, w.e.f 1^st October 2016 in place of M/s Dhaker and Kadge, Chartered Accountants, Mumbai, who have resigned from the service of Internal Auditor w.e.f 1^st October 2016. 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 loans or guarantees covered under the provisions of section 186 of the Companies Act,2013.

The details of the investments made by company is given in the notes to the financial statements Subsidiaries

As on March 31, 2017 there were 2 subsidiaries and 1 step down subsidiary of the Company:

Direct Indian subsidiary:

Arrow Secure Technology Private Limited (WOS of the Company)

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)

Arrow Realty Limited (WOS of Arrow Green Technologies (UK) Limited) (Arrow Realty Limited, has been merged with Arrow Green Technologies (UK) Ltd on 4th January,2017)

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 (AS) - 21 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

The Paid up Share Capital as on 31.3.2017 was Rs.11.74 crore. During the year under review, the Company has not issued any shares. Directors and Key Managerial Personnel

During the year, the tenure of Mr. Shilpan Patel as Chairman & Managing Director and Mr. Neil Patel as Whole time Director of the Company expired on 31^st March 2017. The Board of Directors of the Company at its Meeting held on 27^th May 2017, subject to the approval of the shareholders, re-appointed Mr. Shilpan Patel as Chairman & Managing Director and Mr. Neil Patel, who was earlier designated as Whole time Director of the Company be and is hereby re-designated as Joint Managing Director for a further term of 3 (three) years with effect from 1^st April 2017.

The Board, upon the recommendations of the Nomination and Remuneration Committee, at its Meeting held on 13^th February, 2017, appointed Mr. Dinkarray Trivedi (DIN: 00380306) as an Additional (Independent) Director. w.e.f. 13^th February 2017. Necessary resolution for seeking approval of members for his appointment in the said office is included in the Notice of Annual General Meeting.

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Neil Patel shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16 (1) (b) of the SEBI Listing Regulations.

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, Whole Time Director, Mr. Hitesh Punglia, Chief Financial Officer, and Ms. Poonam Bansal, Company Secretary of the Company. The Remuneration and other details of Key Managerial Personnel for the financial year ended March 31, 2017 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 four 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 13^th February, 2017, whereat 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

The Audit Committee comprises Independent Directors namely of Mr. Harish Mishra, Mr. Haresh Mehta and Ms. Suneeta Thakur and Executive Director Mr. Neil Patel . The Chairman of the Committee is Mr. Harish Mishra. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism / Whistle Blower Policy:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to theTask Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy 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

As at March 31, 2017, the Nomination and Remuneration Committee comprised of three Independent Directors namely Mr. Haresh Mehta, Mr. Harish Mishra and Mr. Dinesh Modi.

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

Pursuant to Section 135 of the Act a Corporate Social Responsibility (CSR) Committee was constituted. As at March 31, 2017, the CSR Committee comprised of one Executive Director and two Independent Directors namely Mr. Shilpan Patel, Mr. Haresh Mehta and Mr. Harish Mishra.

Corporate Social Responsibility Policy recommended by CSR Committee of the Directors has been approved by the Board of Directors of the Company. The same is available on the website of the Company may be accessed on the Company''s website at the link: http://www.arrowgreentech.com/images/policies/CSR_Policy.pdf

The disclosure relating to the amount spent on Corporate Social Responsibility activities of the Company for the financial year ended March 31, 2017 is attached to this Report as Annexure-IV.

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 up to 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 organization 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 31^st March, 2017 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 directors had prepared the accounts 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

Place: Mumbai Shilpan P. Patel

Date: 27 ^th May 2017 Chairman & Managing Director

DIN: 00341068

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Mar 31, 2015

The Directors of Arrow Coated Products Limited present the 23rdAnnual Report on the operations of the Company, together with the Audited Accounts for the year ended 31st March, 2015.

Financial Results

(Rupees in thousands)

Particulars 2014-2015 2013-2014

Total income 210553 189559

Profit (Loss) before finance cost, Depreciation and Amortization expenses, 102684 65331 exceptional items & Tax

Less : Finance Cost - -

Less : Depreciation and Amortization expenses 8428 3641

Less: Exceptional items 284 88

Profit Before Tax (PBT) 93973 61602

Less : Provision for Taxation

- Current Tax 26500 15600

- Deferred Tax 1968 393

- Fringe Benefit Tax - -

Profit After Tax (PAT) 65505 45609

Add : Balance brought forward 34683 10528

Less : Tax & Dividend Adjustment (34951) (20325)

Less : Tax adjustment of earlier years - (1129)

Less :Adjustment of Depreciation (370) -

Balance carried to Balance Sheet 64866 34683

Operations:

The total income from operations including other income for the financial year under review amounted to Rs.2105.53Lacs as compared to Rs. 1895.59Lacs in the previous year. The Company has incurred net profit of Rs. 655.05Lacs under review after providing for depreciation of Rs. 84.28Lacs and taxation of Rs. 284.68Lacs. After adjustment of brought forward balance of Rs. 346.83Lacs from previous year and after providing for the tax adjustment, Rs. 648.66Lacs 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.

Listing of Equity Shares of the Company:-

Your Directors are pleased to inform you that Equity Shares of the Company had listed on the National Stock Exchange of India Limited (NSE) on May 21, 2015 under Scrip Code ARROWCOAT. Now the equity shares of the Company are listed on The Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE).

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 25% on Equity Shares of the Company for the year ended 31st March, 2015.

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.

Particulars of Loans, Guarantees or Investments:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act,2013. The details of the investments made by company is given in the notes to the financial statements

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 no reportable material weakness in the design or operation were observed.

Corporate Social Responsibility Initiatives

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website.

No Annual Report on CSR activities is prepared as it is not applicable for the Company for the FY 2014-15.

Industrial Relations:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

Directors

Mr. Neil Patel, Whole Time Director of the Company retire by rotation at the ensuring Annual General Meeting and being eligible, offer himself for re-appointment.

Pursuant to Sections 149 , 150 & 152 of the Act, read with Companies (Appointment and qualification of Director) Rules, 2014 along with Schedule IV or re-enactment thereof for the time being in force), the Independent Directors can hold office for a term of Five consecutive years on the Board of your Company. Accordingly, it is proposed to appoint Mr. Haresh Mehta, existing Director as Independent Director for five consecutive years and shall not be liable to retire by rotation.

The Company has received requisite notice along with requisite deposit from a member proposing his candidature for appointment as an Independent Director and has also received declaration from the aforesaid Independent Director confirming that he meets the criteria of Independence as prescribed under provisions of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 30th March, 2015, whereat the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and clause 49 of the Listing Agreement were discussed.

Audit Committee

The Audit Committee comprises Independent Directors namely of Mr. Harish Mishra and Ms. Suneeta Thakur and Executive Director Mr. Neil Patel . The Chairman of the Committee is Mr. Harish Mishra. All the recommendations made by the Audit Committee were accepted by the Board.

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(except AS-24 regarding discontinuance of operations)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, 2015 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 directors had prepared the accounts 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.

Declaration by Independent Director(s) and Re-appointment, if any

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

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 up to 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.

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.

Vigil Mechanism / Whistle Blower Policy:

The Vigil Mechanism of the Company, which also in corporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link:http://arrowcoated.com/Whistle-Blower- Policy.pdf

Auditors and Auditors' Report

Statutory Auditors

M/s. J. A. Rajani & Co., the Statutory Auditors of the Company will hold office till the ensuing Annual General Meeting. As per provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors)Rules, 2014, an audit firm can be appointed as Statutory Auditors of the Company only for two terms each term consisting of five consecutive years. Further, the audit firm which has been occupying the office of auditors of the Company for more than seven years prior to implementation of the Companies Act, 2013, are eligible to hold office for additional three years only.

M/s. J. A. Rajani & Co., the Statutory Auditors of the Company who has already served as auditors of the Company for more than seven years are eligible to hold office of auditors for three years as per provisions of Section 139 of the Companies Act, 2013. Accordingly, M/s. J. A. Rajani & Co, Statutory Auditors of the Company who hold office until the conclusion of the ensuing Annual General Meeting, is proposed to be re-appointed as Statutory Auditors of the Company for the financial year 2015-16. The said Auditor have given a written consent and also issued Certificate pursuant to Section 139 of the Companies Act, 2013.

Auditors' Report

In respect to observations made by the Auditors in their report, your Directors would like to state as under:

1) The Company has discontinued trading activities in Digital Printing Machine and Digital Signage Cutting Machine and the Management of the Company is of opinion that all the assets related Machine Division will be realised at a value at which they appear in the books of account in aggregate.

2) Regarding over due debts aggregating Rs. 3987.876('000) Lacs, the Company is hopeful of total realisation and hence no provision for the same is made.

3) Regarding payment of undisputed statutory due, we state that the company is in process of payment of the same with appropriate authorites

Secretarial Audit:

The Board has appointed M/s Rajendra & Co., Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014- 15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as ANNEXURE I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as " ANNEXURE II".

Corporate Governance

Management Discussion and Analysis Report and Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, are attached and form part of this Annual Report.

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. 1463.41Lacs (previous year Rs. 1511.12Lacs)

Foreign Exchange outgo - Rs. 41.41Lacs (previous year Rs. 63.56Lacs)

Nomination and Remuneration Policy of Directors, Key Managerial Personnel and Other Employees

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meeting held on 11th November, 2014, approved a policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are – Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees.

Subsidiary Companies and Consolidated Financial Statements:

The Ministry of Corporate Affairs (MCA) vide General Circular No. 2/2011 No.51/12/2007-CL-III dated 8th February 2011read with General Circular No.3/2011 No. 5/12/2007-CL-III dated 21stFebruary 2011 has granted a general exemption from attaching the Balance Sheet of Subsidiary Companies with holding Company's Balance Sheet, if the holding Company presents in its Annual Report the Consolidated Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Financial Statements in the Annual Report and accordingly, the Company is not attaching the Balance Sheets of the subsidiary Companies.

Further as required under the said circular, a statement of financial information of the Subsidiary Companies viz., Arrow Coated Products (UK) Ltd. and Arrow Secure Technology Pvt. Ltd. and step down subsidiary companies viz,. Advance IP Technologies Ltd. and Arrow Realty Ltd.(subsidiary of Arrow Coated Products (UK) Ltd.) is attached in Form No. AOC-1 in ANNEXURE III to this report.

The annual accounts of the above referred subsidiaries and step down subsidiary company shall be made available to the share holders of the company on request and will also be kept open for inspection at the Registered Office of the Company during the office hours on all working days and during the Annual General Meeting and also on the Company's website i.e. www.arrowcoated.com.

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. The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence is very minimal.

3. 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.

4. 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



Place: Mumbai Shilpan P. Patel

Date: 29th May 2015 Chairman & Managing Director

DIN: 00341068

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Mar 31, 2014

Dear Members,

The Directors of Arrow Coated Products Limited present the 22nd Annual Report on the operations of the Company, together with the Audited Accounts for the year ended 31st March, 2014.

Financial Results (Rs. in ''000)

Particulars 2013-2014 2012-2013

Total income 189559 106599

Profit (Loss) before finance cost, Depreciation and Amortization expenses, exceptional items & Tax 65331 21726

Less : Finance Cost - 1727

Less : Depreciation and Amortization expenses 3641 2497

Less: Exceptional items 88 364

Profit Before Tax (PBT) 61690 17138

Less : Provision for Taxation

- Current Tax 15600 440 - Deferred Tax 393 376 - Fringe Benefit Tax - -

Profit After Tax (PAT) 45609 16322

Add : Balance brought forward 10528 4643 Less : Tax & Dividend Adjustment (20325) (10437) Less : Tax adjustment of earlier years (1129) -

Balance carried to Balance Sheet 34683 10528

Operations:

The total income from operations including other income for the financial year under review amounted to Rs. 1895.59 Lacs as compared to Rs. 1065.99 Lacs in the previous year. The Company has incurred net profit of Rs. 456.09 Lacs under review after providing for depreciation of Rs. 36.41 Lacs and taxation of Rs. 159.93 Lacs. After adjustment of brought forward balance of Rs. 105.28 Lacs from previous year and after providing for the tax adjustment, Rs. 346.83 Lacs has been carried to the Balance Sheet.

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 15% on Equity Shares of the Company for the year ended 31st March, 2014.

Public Deposits

During the year under review, the Company has not accepted/renewed any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956.

Directors

Mr. Haresh Mehta, Director of the Company retire by rotation at the ensuring Annual General Meeting and being eligible, offer himself for re-appointment.

Pursuant to Section 149, 150 and 152 of the Act, read with Companies (Appointment and Qualification of Director) Rules, 2014 along with Schedule IV or re-enactment there of further time being inforce, the Independent Directors can hold office for a term of five consecutive years on the Board of your Company. Accordingly, it is proposed to appoint Mr. Harish Mishra, existing director as independent director for five consecutive years and shall not be liable to retire by rotation.

The Company has received requisite notice from a member proposing his candidature for appointment as an independent director and has also received declaration from the aforesaid independent director confirming that he meet the criteria of independence as prescribed under the provisions of Section 149 (6) of the Companies Act, 2013 and clause 49 of the Listing Agreement with the Stock Exchanges.

Subject to approval of the shareholders, the Board of Directors at its meeting held on 3rd May, 2014 and as per the recommendation of Nomination &Remuneration Committee, re-appointed Mr. Shilpan Patel as Managing Director & Mr. Neil Patel as Whole Time Director for the period of 3 (three) years w.e.f. 1st April, 2014.

During the year, Mr. Faredun Tarapoorwala & Mr. Vijay Dhar resigned from the Board of Directors of the Company, on 20th July 2013 & 25th January 2014 respectively. The Board places on record their appreciation for their contribution in the overall growth of the Company during their tenure as Director.

Directors'' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of The Companies Act, 1956, your Directors confirm that:

i) in the preparation of the annual accounts, the applicable Accounting Standards (except AS-24 regarding discontinuance of operations) 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, 2014 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 directors had prepared the accounts on a going concern basis.

Corporate Governance

Management Discussion and Analysis Report and Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, are attached and form part of this Annual Report.

Auditors

M/s. J. A. Rajani & Co., the Statutory Auditors of the Company will hold office till the ensuing Annual General Meeting. As per provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, an audit firm can be appointed as Statutory Auditors of the Company only for two terms each term consisting of five consecutive years. Further, the audit firm which has been occupying the office of auditors of the Company for more than seven years prior to implementation of the Companies Act, 2013, are eligible to hold office for additional three years only.

M/s. J. A. Rajani & Co., the Statutory Auditors of the Company who has already served as auditors of the Company for more than seven years are eligible to hold office of auditors for three years as per provisions of Section 139 of the Companies Act, 2013. Accordingly, M/s. J. A. Rajani & Co, Statutory Auditors of the Company who hold office until the conclusion of the ensuing Annual General Meeting, is proposed to be re-appointed as Statutory Auditors of the Company for the financial year 2014-15. The said Auditor have given a written consent and also issued Certificate pursuant to Section 139 of the Companies Act, 2013.

Auditors'' Report

In respect to observations made by the Auditors in their report, your Directors would like to state as under:

1) The Company has discontinued trading activities in Digital Printing Machine and Digital Signage Cutting Machine and the Management of the Company is of opinion that all the assets related Machine Division will be realised at a value at which they appear in the books of account in aggregate.

2) Regarding over due advances aggregating Rs. 20616.610(''000) Lacs, the Company is hopeful of total realisation and hence no provision for the same is made.

3) Regarding payment of undisputed statutory due, we state that the company is in process of payment of the same with appropriate authorites

Particulars of Employees as per Section 217(2A) of Companies Act, 1956

During the year under review, none of the employees of the Company was in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 and Rules there under.

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.

Employees'' Stock Options:

Your Company had introduced an employee stock option plan framed in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999, titled Arrow Employees Stock Option Plan 2007 during the financial year 2006-07. According to the scheme the Options granted should be exercised within a period of 3 years from the date of Vesting.

Your Company had introduced an employee stock option plan vide resolution dated 27th February 2007 was approved by the shareholders in an Extra Ordinary General Meeting and an ESOP scheme was prepared to benefit the employees of the Company. According to the scheme the Options granted should be exercised within a period of 3 years from the date of Vesting.

83550 number of Option has been lapsed during the year and an amount of Rs. 22,22,430/- has been written off.

Subsidiary Companies and Consolidated Financial Statements:

The Ministry of Corporate Affairs (MCA) vide General Circular No. 2/2011 No. 51/12/2007-CL-III dated 8th February 2011 read with General Circular No.3/2011 No. 5/12/2007-CL-III dated 21st February 2011 has granted a general exemption from attaching the Balance Sheet of Subsidiary Companies with holding Company''s Balance Sheet, if the holding Company presents in its Annual Report the Consolidated Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Financial Statements in the Annual Report and accordingly, the Company is not attaching the Balance Sheets of the subsidiary Companies.

Further as required under the said circular, a statement of financial information of the Subsidiary Company viz., Arrow Coated Products (UK) Ltd. and Arrow Secure Technology Pvt. Ltd. (formerly known as NagraID Arrow Secure Cards Pvt. Ltd.) and step down subsidiary company viz,. Advance IP Technologies Ltd. and Arrow Reality Limited (subsidiaries of Arrow Coated Products (UK) Ltd.) is attached to this report.

The annual accounts of the above referred subsidiaries and step down subsidiary company shall be made available to the share holders of the company and of the subsidiary companies on request and will also be kept open for inspection at the Registered Office of the Company and of the subsidiary companies during the office hours on all working days and during the Annual General Meeting.

Acknowledgments:

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

Place: Mumbai Shilpan P. Patel Date : 3rd May 2014 Chairman & Managing Director DIN: 00341068

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Mar 31, 2013

To, The Members,

The Directors of Arrow Coated Products Limited present the 21st Annual Report on the operations of the Company, together with the Audited Accounts for the year ended 31st March, 2013.

Financial Results (Rs. In''000)

Particulars 2012-2013 2011-2012

Total income 105835 44286

Profit (Loss) before finance cost, Depreciation and Amortization 21726 (3580) expenses, exceptional items & Tax

Less : Finance Cost 1727 3560

Less : Depreciation and Amortization expenses 2497 2233

Less: Exceptional items 364 (423)

Profit Before Tax (PBT) 17138 (8950)

Less : Provision for Taxation

- Current Tax 440

- Deferred Tax 376 140

- Fringe Benefit Tax

Profit After Tax (PAT) 16322 (9090)

Add : Balance brought forward 4643 14202

Less : Tax & Dividend Adjustment (10437) (252)

Balance carried to Balance Sheet 10528 4643

Operations :

The total income from operations including other income for the financial year under review amounted to Rs. 1058.35 Lacs as compared to Rs. 442.86 Lacs in the previous year. The Company has incurred net profit of Rs. 163.22 Lacs under review after providing for depreciation of Rs. 24.97 Lacs and taxation of Rs. 8.16 Lacs. After adjustment of brought forward balance of Rs. 46.43 Lacs from previous year and after providing for the tax adjustment, Rs. 105.28 Lacs has been carried to the Balance Sheet.

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 7.5% on Equity Shares of the Company for the year ended 31st March, 2013

Conversion of Detachable Warrants into Equity Shares

During the year under review, the Company has allotted 10,39,552 fully paid-up Equity Shares of face value of Rs. 10/- each on 9th March, 2013 against conversion of detachable warrants issued by the Company on 16th March 2012. The above shares were listed on BSE Ltd. on 23rd April, 2013.

Consequent to the above, the paid-up Equity Share capital of the Company is increased to Rs. 11,73,99,480/- divided into 1,17,39,948 Equity Shares of Rs. 10/- each.

Public Deposits

During the year under review, the Company has not accepted/renewed any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956.

Directors

Mr. Haresh Mehta and Dr. Anil Saxena, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Your Directors recommend re-appointment of Mr. Haresh Mehta and Dr. Anil Saxena as Directors of the Company at the ensuing Annual General Meeting of the Company.

Directors'' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of The Companies Act, 1956, your Directors confirm that:

i) in the preparation of the annual accounts, the applicable Accounting Standards (except AS-24 regarding discontinuance of operations) 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 31 st March, 2013 and of the loss of the Company for that year;

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 directors had prepared the accounts on a going concern basis.

Corporate Governance

Management Discussion and Analysis Report and Report on Corporate Governance alongwith a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, are attached and form part of this Annual Report.

Auditors

M/s. J. A. Rajani & Co., Chartered Accountants, Statutory Auditors of the Company holds office upto the conclusion of ensuing Annual General Meeting and being eligible offered for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. Members are requested to consider the re-appointment of the Statutory Auditors and fix their remuneration.

Auditors'' Report

In respect to observations made by the Auditors in their report, your Directors would like to state as under:

1) The Company has discontinued trading activities in Digital Printing Machine and Digital Signage Cutting Machine and the Management of the Company is of opinion that all the assets related Machine Division will be realised at a value at which they appear in the books of account in aggregate.

2) Regarding over due debts aggregating Rs. 137.20 Lacs and advances aggregating Rs. 315.01 Lacs, the Company is hopeful of total realisation and hence no provision for the same is made.

3) Regarding payment of undisputed statutory due, we state that the company is in process of payment of the same with appropriate authorites

Particulars of Employees as per Section 217(2A) of Companies Act, 1956

During the year under review, none of the employees of the Company was in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 and Rules there under.

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. 652.91 Lacs (previous year Rs. 66.97 Lacs)

Foreign Exchange outgo - Rs. 85.10 Lacs (previous year Rs. 158.26 Lacs)

Employees'' Stock Options:

Details as required under Clause 12 of the SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999, are given in annexure attached to this report.

Subsidiary Companies and Consolidated Financial Statements:

The Ministry of Corporate Affairs (MCA) vide General Circular No. 2/2011 No. 51/12/2007-CL-III dated 8th February 2011 read with General Circular No.3/2011 No. 5/12/2007-CL-III dated 21st February 2011 has granted a general exemption from attaching the Balance Sheet of Subsidiary Companies with holding Company''s Balance Sheet, if the holding Company presents in its Annual Report the Consolidated Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Financial Statements in the Annual Report and accordingly, the Company is not attaching the Balance Sheets of the subsidiary Companies.

Further as required under the said circular, a statement of financial information of the Subsidiary Company viz., Arrow Coated Products (UK) Ltd. and NagraID Arrow Secure Cards Pvt. Ltd. and step down subsidiary company viz,. Advance IP Technologies Ltd. (subsidiary of Arrow Coated Products (UK) Ltd.) is attached to this report.

The annual accounts of the above referred subsidiaries and step down subsidiary company shall be made available to the share holders of the company and of the subsidiary companies on request and will also be kept open for inspection at the Registered Office of the Company and of the subsidiary companies during the office hours on all working days and during the Annual General Meeting and also on the Company''s website i.e. www.arrowcoated.com.

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

Place: Mumbai Shilpan P. Patel

Date: 28th May 2013 Chairman & Managing Director

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Mar 31, 2010

The Directors of Arrow Coated Products Limited present the 18th Annual Report on the operations of the Company, together with the Audited Accounts for the year ended31- March 2010.

Financial Results

(Rupees in thousands)

Particulars 2009-2010 2008-2009

Total income 21,765 46,329

Profit (Loss) before interest, Depreciation & Tax (2,204) 2,609

Less: Interest 3,287 3,431

Less: Depreciation 2,538 3,112

Less: Prior period expenses 31 57

Profit before Tax (8,060) (3,991)

Less: Provision for Taxation

-Current Tax

-Deferred Tax 696 (692)

-Fringe Benefit Tax - 185

Profit after Tax (8,756) (3,484)

Add: Balance brought forward 24,163 28,534

Less: Tax & Dividend Adjustment - 887

Amount available for appropriation 15,407 24,163

Less: Proposed Dividend

Less: Tax on Dividend

Balance carried to Balance Sheet 15,407 24,163



Operations

The total income from operations including other income for the financial year under review amounted to Rs. 217.64 Lacs as compared to Rs. 463.29 Lacs in the previous year. The Company has incurred net loss of Rs. 87.58 Lacs during the year under review after providing for depreciation of Rs. 25.38 Lacs and taxation of Rs. 696 Lacs. After adjustment of brought forward balance of Rs. 241.63 Lacs from previous year Rs. 154.05 Lacs has been carried to the Balance Sheet.

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

In view of the loss during the year, your Directors do not recommend any dividend for the year ended 31st March 2010.

Directors

Mr. Faredun Homi Taraporwala and Mr. Vijay Dhar, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. Your Board recommends the re-appointment of Mr. Faredun Homi Taraporwala and Mr. Vijay Dhar as directors of the Company.

Directors Responsibility Statement

In accordance with the provisions of Section 217(2AA) of Companies Act, 1956, your Directors confirm that:

i) in the preparation of the annual accounts, the applicable Accounting Standards (except AS-24 regarding discontinuance of operations) 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 at the end of the financial year and of the loss of the company for that year;

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 Companyandforpreventinganddetectingfraudandotherirregularities;

iv) the directors had prepared the accounts on a going concern basis.

Corporate Governance

Management Discussion and Analysis Report and Report on Corporate Governance alongwith a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, are attached and form part of this Report.

Auditors

M/s. J. A. Rajani & Co., Chartered Accountants, Statutory Auditors of the Company holds office upto the conclusion of ensuring Annual General Meeting and being eligible offered for re-appointment. The Company has received a letter from them to the effect that their re- appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956. Members are requested to consider the re-appointment of the Statutory Auditors and fix their remuneration.

Auditors Report

In respect to observations made by the Auditors in their report, your Directors would like to state as under:

1) During the year 2008-09, the company discontinued trading activities in Digital Printing Machine and Digital Signang Cutting Machine and the Management of the Company is of opinion that all the asset related Machine Division will realised at a Value at which they appear in the books of account in aggregate.

2) Regarding over due debts aggregating Rs. 377.05 Lacs and advances aggregating Rs. 84.10 Lacs the Company is hopeful of total realisation, and hence no provision for the same is made.

3) Regarding payment of undisputed statutory due, and we state that the company is in process of payment of the same with appropriate authorities.

4) Regarding non payment of income tax of Rs. 5.33 lacs pertaining to assessment year 2006-07, we state that the company has appealed before the CIT (Appeals) to challenge the demand.

Audit Committee

Pursuant to the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement, the Company has constituted an Audit Committee comprising of Mr. Faredun H. Taraporwala, Mr. Vijay Dhar and Mr. Haresh Mehta. Mr. Faredun H. Taraporwala is Chairman of the Audit Committee.

Particu lars of Employees as per Section 217(2A) of Companies Act, 1956

During the year under review, none of the employees of the Company was in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Company.

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 ofgoods:Notascertainable

(b) Foreign Exchange earning and outgo

Foreign Exchange earnings - Rs. 17.52 Lacs (previous year Rs. 4.76 Lacs)

Foreign Exchange outgo - Rs. 6.87 Lacs (previous year Rs. 37.55 Lacs)

Employees Stock Options:

Details as required under Clause 12 of the SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999, are given in annexure attached to this report.

Subsidiary companies:

Arrow Coated Products (UK) Ltd., NagralD Arrow Secure Cards Pvt. Ltd. and Advance IP Technologies Ltd. (step down) are subsidiary companies of the Company. As required under Section 212 of the Companies Act, 1956, a statement regarding subsidiary companies is attached to the Balance Sheet for the year ended 31st March 2010.

As required by under Accounting Standard 21, the Audited Consolidated Financial Statements for the above referred subsidiary companies are attached herewith and form part of the Annual Report.

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

Place: Mumbai Shilpan Patel

Date: 29th May 2010 Chairman & Managing Director

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Mar 31, 2001

The Directors take pleasure in presenting the 8th Annual Report together with the Audited statement of accounts for the year ended 31st March,2001.

(Rs. in lacs) FINANCIAL RESULTS 2001 2000

1) Sales including excise and other income 674.51 751.27

2) Profit before interest,Depreciation & Tax (32.76) (39.85) Less 3) Interest 25.08 25.47 Less 4) Depreciation 22.93 26.44

5) Profit before Tax (80.77) (91.76)

6) Profit after tax (80.77) (91.76) Add Balance brought forward from previous year 173.95 159.39 Balance Profit to be carried forward 93.18 173.95

OPERATIONS :-

The overall perfromance in terms of production and capacity utilisation has shown consistent improvements in all the divisions of the company. Your directors are pleased to inform you that your company has achieved a total gross income of Rs.674.51 lacs for the current year as against Rs.751.27 lacs for the previous year.

FOREIGN COLLABORATION

Yours directors are pleased to infrom you that M/s FOILMARK INC.,U.S.A.,your technical collaborators, is providing timely technical assistance to the company in updating the process of manufacturing Hot Stamping Foil.

DIRECTORS

Mr.Snehal P. Patel and Mr. Haresh Mehta retire by rotation and being eligible, offers themselves for re-appointment.

AUDITORS

M/s.J.A.Rajani & Co., Chartered Accountants retired and being eligible, offer themselves for re-appointment.

COMPANIES (Disclosure of Particulars in the report of Board of Directors) RULES 1988.

In terms of the above Rules, your Board is pleased to give the particulars as prescribed there in the Annexure which forms part of the Directors Report.

INDUSTRIAL RELATIONS

Industrial relations continued to be cordial during the year under review.

APPRECIATION

Your directors wish to place on record their appreciation of the valuable services rendered by all the employees of the company and to State Bank of India, for the timely assistance and to companys customers, distributors,suppliers and share holders for their continued support.

For and on behalf of the Board of Directors

SHILPANP.PATEL

Chairman & Managing Director