To,
The Members,
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.
Financial Result
(Rupees in lakhs)
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 reappointed 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 |