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Aries Agro Ltd.

BSE: 532935 Sector: Agri and agri inputs
NSE: ARIES ISIN Code: INE298I01015
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OPEN 158.30
PREVIOUS CLOSE 156.20
VOLUME 120648
52-Week high 164.40
52-Week low 63.75
P/E 22.81
Mkt Cap.(Rs cr) 202.54
Buy Price 0.00
Buy Qty 0.00
Sell Price 155.80
Sell Qty 591.00
OPEN 158.30
CLOSE 156.20
VOLUME 120648
52-Week high 164.40
52-Week low 63.75
P/E 22.81
Mkt Cap.(Rs cr) 202.54
Buy Price 0.00
Buy Qty 0.00
Sell Price 155.80
Sell Qty 591.00

Aries Agro Ltd. (ARIES) - Director Report

Company director report

To

The Members

Aries Agro Limited

Your Directors have pleasure in presenting their 45th Annual Report on theoperations of the Company together with the Audited Financial Statements for the FinancialYear ended 31st March 2015.

financial results

(Rs. In Lacs

STANDALONE

CONSOLIDATED

PARTICULARS

AS AT 31.03.2015

AS AT 31.03.2014

AS AT 31.03.2015

AS AT31.03.2014

Total Revenue 23563.47 23512.73 30609.31 29969.06
Profit Before Tax Interest & Depreciation 3820.50 4264.70 5646.98 5928.91
Less: Interest 2129.65 2276.76 2413.04 2527.16
Depreciation 181.72 146.97 985.48 869.41
2311.37 2423.73 3398.52 3396.57
Profit Before Tax 1509.13 1840.97 2248.46 2532.34
Tax Expense 555.50 657.75 555.50 657.75
Deferred Tax (260.70) (2.46) (260.70) (2.46)
294.80 655.28 294.80 655.29
Profit for the year before Minority Interest 1214.33 1185.68 1953.66 1877.05
Minority Interest - - 234.46 252.52
Profit for the year (PAT) 1214.33 1185.68 1719.20 1624.53
Exceptional Items 33.04 32.65 33.04 32.70
Balance Brought Forward 6249.42 5500.68 9197.81 7870.82
Amount available for appropriation 7430.71 6653.71 10883.97 9462.65
WDV of Assets W/off having zero remaining useful life due to change in method of Depreciation in line with Companies Act 2013 684.55 684.55
General Reserve 100.00 100.00 100.00 100.00
Legal Reserves - - 35.59 -
Proposed Dividend 260.09 260.08 260.09 260.08
Tax on Proposed Dividend 53.25 44.20 53.25 44.20
Surplus Carried Forward to Balance Sheet 6332.82 6249.43 9750.49 9058.37

operations-stand alone

During the year under review the earnings before Interest Depreciation and Tax wasRs. 3820.50 Lacs compared to Rs. 4264.70 Lacs in the previous year. The Total Revenuefor the year net of excise duty was Rs. 23411.19 Lacs as against Rs. 23286.50 Lacs inthe previous year.. Profit after tax for the year was Rs. 1214.33 Lacs compared to Rs.1185.68 Lacs in the previous year.

The Company is a major manufacturer and supplier of Chelated micronutrients valueadded secondary nutrient fertilizers and also water soluble NPK fertilizers. In totalAries has 64 brands. For detailed discussion please refer to the Management Discussion andAnalysis Report forming part of this report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standards (AS) -21 on Consolidated FinancialStatements the Audited Consolidated Financial Statement is provided in the Annual Report.

The Consolidated Profit Before Interest Depreciation Exceptional Items and Taxes(EBITDA) of the Group was Rs. 5646.98 Lacs in the Financial Year 2014-15.. Consequentlythe Consolidated Profit Before Exceptional Items and Taxes (PBT) was Rs. 2248.46 Lacs inthe Financial Year 2014-15 compared to Rs. 2532.34 Lacs in the Previous Year.

dividend

After considering earnings requirement for funds and with the objective of rewardingthe shareholders the Directors have recommended a Dividend of 20 % being Rs. 21- perEquity Share of Rs. 10/- each (Previous Year 20% being Rs. 21- per Equity Share of Rs.10/- each) subject to your approval at the ensuing Annual General Meeting. The Dividendif approved will result in an outflow of Rs. 313.34 Lacs including Dividend DistributionTax.

TRANSFER TO RESERVES

Your Directors propose to transfer Rs. 100.00 Lacs to the General Reserve out of thecurrent year’s profit and the Balance aggregating to Rs. 6332.82 Lacs is proposed tobe retained in the Profit & Loss Account.

CREDIT RATING

The Company’s financial discipline is reflected in the credit ratings ascribed byrating Agency as given below:

CRISIL Rating: Long Term BBB+ and Short Term A2.

future prospects:

During the previous financial year the Company consolidated its product range byphasing out brands which were showing marginal growth or brands which have substituteswithin the existing Aries range of products. After this consolidation the Companyrefrained from launching any new brands during 2014-15. Despite this sales did not reduceand the consolidation has resulted in better efficiency which is expected to continue in2015-16. The Company has also started a unique process of creating an offseason order bookwhich projects specific requirements of finished goods based on which the inventorymanagement system in various factories is being further strengthened. The company is alsoincreasing its focus on institutional sales within India and business is expected tocommence with a few retail channels to add to the distribution network. In addition arange of projects focused on aquaculture which is not a seasonal business has commencedusing existing Aries brand. Plantation irrigation districts perennial crops and riverbasins are also a core part of the Company's future strategy to reduce to some extent itsrain dependence. Three new brands are being launched during the current Financial Year tofill gaps in the product mix. All of the above initiatives are expected to positively playout in terms of revenue growth during 2015-16.

CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD’S REPORT

There is no change in the nature of business of the Company during the year. There isno revision made in the Board's Report and whatever submitted herewith is the finalReport.

SAFETY AND HEALTH

The health and safety of the employees across its operations remains the highestpriority for the Group. All endeavours are being taken to enhance safety standards andprocesses towards minimising safety risks in all operations in the Company.

use of ipo proceeds

Your Company made its maiden IPO in January 2008 for the purposes as stated in theProspectus dated 26th December 2007 and as amended by the members at theirAnnual General Meeting held on 29th September 2009. Accordingly the Companyhas utilized the IPO funds for the purposes for which it was raised.

public deposits

The Company has not accepted any deposits from the Public within the meaning of Section73 of the Companies Act 2013 as such no amount on account of Principal or Interest onDeposits from Public was outstanding as on 31st March 2015.

subsidiaries & associate companies

Your Company has five subsidiaries viz Aries Agro Care Private Limited Aries AgroEquipments Private Limited Aries Agro Produce Private Limited Golden Harvest Middle EastFZC and a Step Down Subsidiary viz Amarak Chemicals FZC.

The operations of Aries Agro Care Pvt. Ltd. commenced in the Financial Year 2008-09 butdiscontinued the activity in the financial year 2012-13 and had no business activity inthe financial year 2014-15 . The Company incurred losses to the tune of Rs. 0.23 Lacsamongst others on account of Legal and Professional charges.

The business operations of Aries Agro Equipments Pvt. Ltd. commenced in the year2009-10 in agricultural sprayers but discontinued the activity in the financial year2013-14. During the Financial Year 2014-15 the Company did not have any Income andincurred a loss of Rs. 0.31 Lacs.

The above two Companies are Wholly Owned Subsidiaries of the Company.

There was no business activity in other Subsidiary namely Aries Agro Produce Pvt. Ltd.During the Financial Year 2014-15 the Company has incurred a loss of Rs. 0.20 Lacs

As regards the overseas subsidiary M/S. Golden Harvest Middle East FZC with aninstalled capacity of 10800 MT p.a. in their Seventh Year of operation has generated atotal sale ofAED 229.88 Lacs(INR 3830.78 Lacs) with a profit ofAED 19.68 Lacs(INR 328.00Lacs) for the year 2014-15.

M/s. Amarak Chemicals FZC which is a Step Down Subsidiary of Aries Agro Limited withan installed capacity of 60000 MT p.a. in their Fourth Full Year of operation hasgenerated a total sale of AED 280.68 Lacs(INR 4677.25 Lacs) with a profit ofAED 20.92Lacs(INR 348.59 Lacs) for the year 2014-15.

Your Company has four Associate Companies viz Aries East- West Nutrients PrivateLimited Aries Marketing Limited Blossoms International Limited and Sreeni Agro ChemicalsLimited. There were no business activities in any of these Companies during the FinancialYear 2014-15.

As required under Section 129(3) of The Companies Act 2013 annexed hereto are theAudited Financial Statements for the Year ended 31st March 2015 of GoldenHarvest Middle East FZC. Amarak Chemicals FZC.Aries Agro Care Private Limited AriesAgro Equipments Private Limited and Aries Agro Produce Private Limited.

A Statement in Form AOC-1 of Subsidiary & Associate Companies as prescribed underSection 129(3) of The Companies Act 2013 read with Rule 5 of Companies(Accounts) Rules2014 is annexed and is forming part of the Annual Report.

Apart from the above statement a list of Subsidiary & Associates Companies is givenin Note No. 27-A of the Notes to Accounts is forming part of the Annual Report.

Pursuant to the provisions of Section 136 of the Act the Financial Statements of theCompany Consolidated Financial Statements along with relevant documents and separateAudited Accounts in respect of Subsidiaries are available on the web-site of the Company.

All the above Indian Subsidiary & Associate Companies are unlisted and non-materialCompanies as defined under Clause 49 of the Listing Agreement with the Stock Exchanges.

INSURANCE

All properties and assets of your Company are adequately insured covering allconceivable risks.

directors & key managerial personnel

DIRECTORS

As per the provisions of Section 152(6) of the Companies Act 2013 2/3RD ofNon-Independent Directors will be liable to retire by rotation and out of which 1/3rdwill retire by rotation this year. Accordingly Dr. Rahul Mirchandani and Mrs. NityaMirchandani are liable to retire by rotation and Dr. Jimmy Mirchandani being Chairman andManaging Director will not retire by rotation.

Accordingly it is proposed to appoint Mrs. Nitya Mirchandani Director retiring byrotation and being eligible offers herself for re-appointment. Accordingly herre-appointment forms part of the Notice of ensuing Annual General Meeting.

Pursuant to the provisions of Section 149 of the Companies Act 2013 which came intoeffect from 1st April 2014 Prof R. S. S. Mani Mr. C. B. Chhaya and Mr. B. V.Dholakia's terms were extended and they were appointed for a term of five consecutiveyears in the Forty Fourth Annual General Meeting of the Company held on 26th September2014 and are not liable to retire by rotation. The terms and conditions of appointment ofIndependent Directors are as per Schedule IV of the Companies Act 2013. They havesubmitted a declaration that each of them meets the criteria of Independence as providedin Section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement withthe Stock Exchanges and there has been no change in the circumstances which may affecttheir status as Independent Director during the year.

During the year the Non-Executive Directors of the Company had no pecuniaryrelationship of transactions with the Company.

Familiarisation Programme for Independent Directors—In order to familiarize theIndependent Directors with the business of the Company presentation was made by the ChiefFinancial Officer covering nature and scope of business nature of industry in whichCompany operates profitability and future plans. Regularly at meetings updates are givento the Board. House journal as and when published is also sent to all the directors andtheir feedback are considered.

KEY MANAGERIAL PERSONNEL

The term of the appointment of Dr. Jimmy Mirchandani and Dr. Rahul Mirchandani as theChairman & Managing Director and Executive Director respectively expires on 30thSeptember 2015. The Board of Directors at its Meeting held on 11th August2015 have re-appointed them as Chairman & Managing Director and Executive Directorrespectively for a further period of 3(three) years from 1st October 2015subject to the approval of the Members at the ensuing Annual General Meeting. TheDirectors recommend their re-appointment. Accordingly their re-appointment forms part ofthe Notice of ensuing AGM.

Pursuant to the provisions of Section 203 of the Companies Act 2013 which came intoeffect from 1st April 2014 the appointments of Mr. S. Ramamurthy ChiefFinancial Officer and Mr. Qaiser P. Ansari Company Secretary as Key Managerial Personnelof the Company were formalized.

MEETINGS OF BOARD

Four Meetings of the Board of Directors were held during the year. For further detailsplease refer Report on Corporate Governance of this Annual Report.

BOARD EVALUATION

The Board of Directors have carried out an Annual Evaluation of its own performance andindividual Directors pursuant to provisions of the Act and Corporate Governancerequirements as prescribed by clause 49 of the Listing Agreement.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on basis of the criteria such as the Board Composition and StructureEffectiveness of Board Process Information and Functioning etc.

In a separate Meeting of the Independent Directors performance of Non-IndependentDirectors Performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors.

POLICY ON DIRECTORS’APPOINTMENTAND REMUNERATION AND OTHER DETAILS

The Company's Policy on Directors appointment and remuneration and other mattersprovided in Section 178(3) of the Companies Act 2013 has been disclosed in the CorporateGovernance Report which forms part of the Board's Report.

directors’ responsibility statements

Pursuant to the requirements of Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:

1. in preparation of the Annual Accounts applicable Accounting Standards have beenfollowed and that there are no material departures;

2. they have selected such Accounting Policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the State of the Affairs of the Company at the end of the financial year and ofthe profit of the Company for that year;

3. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

4. they have prepared the Annual Accounts on a ‘going concern' basis;

5. they have laid down Internal Financial Controls to be followed by the Company andsuch Internal Financial Controls are adequate and operating effectively;

6. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Based on the framework of Internal Financial Controls and Compliance Systemsestablished and maintained by the Company work performed by the Internal Statutory andSecretarial Auditors and review performed by the Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sInternal Financial Controls were adequate and effective during the Financial Year 2014-15.

particulars of employees & related disclosures

The information required under Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are as under:

1. The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year;

Non-Executive Directors Ratio to median Remunerations
Mrs . Nitya Mirchandani 0.34:1
Prof R. S. S. Mani 0.57:1
Mr. Chakradhar Bharat Chhaya 0.59:1
Mr. Bhumitra Vinodchandra Dholakia 0.63:1
Executive Directors
Dr. Jimmy Mirchandani 34:1
Dr. Rahul Mirchandani 36:1

2. The percentage increase in remuneration of each Director Chief Financial OfficerCompany Secretary or Manager if any in the financial year;

Directors Chief Financial Officer and Company Secretary % increase in Remuneration in the Financial Year
Dr. Jimmy Mirchandani -19.47%
Dr. Rahul Mirchandani -15.75%
Mr. S. Ramamurthy Chief Financial Officer 8.92%
Mr. Qaiser P Ansari Company Secretary 8.12%

3. The percentage increase in the median remuneration of employees in the financialyear; 5.66%

4. The number of permanent employees on the rolls of Company; 753

5. The explanation on the relationship between average increase in remuneration andCompany performance;

The reward Philosophy of the Company is to provide market competitive total rewardopportunity that has a strong linkage to and drives performance culture. Every year thesalary increases for the Company are decided on individual performance parameters . Thefinal salary increases given are a function of Company's market competitiveness in thiscomparator group as well as overall business affordability. During the year similarapproach was followed to establish the remuneration increases to the Employees. Variablecompensation is an integral part of our total reward package and is directly linked to anindividual performance rating and business performance. Salary increase during the yearwere in line with Company's performance as well as per Company's market competitiveness.

6. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company;

Aggregate Remuneration of Key Managerial Personnel(KMP) in Financial year 2014-15 (Rs. LaCS) 55.54
Revenue(Rs. LaCS) 23411.19
Remuneration of KMPs(as % of Revenue) 0.24%
Profit Before Tax(PBT) (Rs. LaCS) 1509.13
Remuneration of KMPs(as % of PBT) 3.68%

7. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year;

Particulars 31st March 2015 31st March 2014 % Change
Market Capitalization (Rs. Crores) 13745.59 7425.48 85.11%
Price Earnings Ratio 11.32 6.26 80.75%

8. Percentage increase or decrease in the market quotations of the shares of thecompany in comparison to the rate at which the company came out with the last public

offer in case of listed companies and in case of unlisted companies the variations inthe net worth of the company as at the close of the current financial year and previousfinancial year;

Particulars 31st March 2015 January 2008(IPO) % Change
Market Price(BSE) 105.70 130.00 -18.69
Market Price(NSE) 105.40 130.00 -18.92

9. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration;

The average annual increase was around 7.95% after accounting for promotions and otherevent based compensation revision.

There were no increase in the Managerial

Remuneration(Directors Remuneration) during the year.

10. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company;

Dr. Jimmy Mirchandani Chairman & Managing Director Dr. Rahul Mirchandani Executive Director Mr. S. Ramamurthy Chief Financial Officer Mr. Qaiser P. Ansari Company Secretary
Remuneration- FY-2014-15 (Rs. In Lacs) 81.20 84.68 33.62 21.92
Price Earnings Ratio 11.32
Revenue (Rs. In Lacs) 23411.19
Remuneration as % of revenue 0.35% 0.36% 0.14% 0.09%
Profit Before Tax (PBT) (Rs in Lakhs) 1509.13
Remuneration as % of PBT 5.38% 5.61% 2.23% 1.45%

11. The key parameters for any variable component of remuneration availed by theDirectors;

The Non-Executive Directors do not get any remuneration (including Commission) exceptthe Sitting Fee. The Executive Directors are entitled for Commission within the overalllimit of 10% and individually 5% as per the Act.

12. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year;

None

13. Affirmation that the remuneration is as per the Remuneration Policy of the Company.

The Company affirms remuneration is as per the Remuneration Policy of the Company.

The Statement containing Particular of Employees as required under Section 197(12) ofthe Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 drawing remuneration in excess of thelimits set out in the said Rules are provided in the Annual Report.

Information in accordance with the provisions of Section 197(12) of the Companies Act2013 (“Act”) read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are as under:

PARTICULARS OF EMPLOYEES IN TERMS OF SECTION 197(12) OF THE COMPANIES ACT 2013 READWITH RULE 5(2) AND 5(3) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014 DRAWING REMUNERATION NOT LESS THAN Rs. 60 Lakhs p.a./Rs. Five Lakhsp.m. DURING THE YEAR 2014-15

NAME DESGINATION REMUNERATION RECEIVED Rupees NATURE OF EMPLOYMENT OTHER TERMS S CONDITIONS NATURE OF DUTY QUALIFICATION S EXPERIENCE DATE OF COMMENCEMENT AGE Last Employment held % of Equity Shares held as on 31.03.2015 Whether Relative of any Director or Manager and Name of such Director or Manager
1 DR. JIMMY MIRCHANDANI CHAIRMAN AND MANAGING DIRECTOR 8120000 CONTRACTUAL N.A. MANAGING THE AFFAIRS OF THE COMPANY B. Sc. (Vet); LLB 15.01.1976 59 N.A. 27.11 Brother of Dr. Rahul Mirchandani & Brother in Law of Mrs. Nitya Mirchandani
2 DR. RAHUL MIRCHANDANI EXECUTIVE DIRECTOR 8467604 CONTRACTUAL N.A. MANAGING THE AFFAIRS OF THE COMPANY B. Com; CFA; MBA; Ph.D 02.02.1994 39 N. A. 20.17 Brother of Dr. Jimmy Mirchandani & Husband of Mrs. Nitya Mirchandani

ESOPS

The Company has not offered any ESOPS scheme to its Employees or Directors.

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS

During the year your Directors have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board in (a) Overseeing and approvingthe Company's enterprise wide risk management framework; and (b) Overseeing that all therisks that the organization faces such as strategic financial credit market liquiditysecurity property IT legal regulatory reputational and other risks have beenidentified and assessed and there is an adequate risk management infrastructure in placecapable of addressing those risks.

The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company's managementsystems organisational structures processes standards code of conduct and behaviorstogether form the Aries Management System (AMS) that governs how the Company conducts itsbusiness and manages associated risks.

The Company has introduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities. This integration is enabled byall three being fully aligned across the Company wide Risk Management Internal Controland Internal Audit methodologies and processes.

GREEN INITIATIVES

The Company has started transmitting Annual Report through electronic mode—emailto the shareholders who preferred to receive Annual Report through electronic mode andinitiated steps to reduce consumption of paper.

HUMAN RESOURCES

Humans are considered as one of the most critical resources in the business which canbe continuously smoothened to maximize the effectiveness of the Organization. Humanresources build the Enterprise and the sense of belonging would inculcate the spirit ofdedication and loyalty amongst them towards strengthening the Company's Polices andSystems. All personnel continue to have healthy cordial and harmonious approach therebyenhancing the contributory value of the Company.

LISTING

The Equity Shares of the Company are listed at BSE Limited (BSE) and National StockExchange of India Limited (NSE).

The Company has made all the compliances of Listing Agreement including payment ofAnnual Listing Fees upto 31st March 2016 to both the Stock Exchanges.

corporate governance

The Company has complied with the various requirements under the Corporate Governancereporting system. A detailed Compliance Report on Corporate Governance is annexed to thisreport. The Auditors’ certificate on compliance with the conditions of CorporateGovernance under clause 49 of the Listing Agreement is also annexed to this report.

management’s discussion and analysis report

Management's Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges is also annexed to thisreport.

conservation of energy technology absorption and foreign exchange earning & outgo

Particulars in respect of Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required to be disclosed by the Companies (Accounts)Rules 2014 and forming a part of the Directors Report are as under: -

I. Conservation of energy

The Company accords great importance to conservation of energy. The main focus of theCompany during the year was:

a. Energy Conservation measures taken:-

i. Close monitoring of consumption of electricity LPG Diesel and water.

ii. Optimum use of Energy by Switching off Machines Lights Fans Air Conditioners andExhaust Systems whenever not required.

iii. Creating awareness among Workmen to conserve energy.

b. Additional investments and proposals if any being implemented for reduction ofconsumption of energy;

Solar system has been installed and commissioned for the manufacturing facilitysituated at Hyderabad. The unit has been operational since August 2014 and has generated60969 kws of power during the financial year 2014-15.

c. Impact of measures of (a) and (b) above for reduction of energy consumption andconsequent impact on the cost of production of goods:

i. Due to measures taken as described above the overall power and fuel oil consumptionat plants and office has reduced. However the cost of production on account of power hasincreased due to increase in cost per unit.

d. Total energy consumption and energy consumption per unit of production

Form -A

Form for disclosure of Particulars with respect to Conservation of Energy.

Current Year 2014-2015 Previous Year 2013-2014
(a) 1. Purchased: -
I Electricity
(i) Unit (KWH) 861366 951602
(ii) Total Amount (Rs.) 8015893 9093161
(iii) Rate/Unit (Rs.) 9.31 9.56
II Piped Gas
(i) Unit (M3)* 277884 227768.27
(ii) Total Amount (Rs.) 11923491 9990042
(iii) Rate/Unit (Rs.) 42.91 43.86
*Gas Supply started from 22.12.2012 from Sabarmati Gas Limited
(b) 2. Own Generation: -
(i) Coal Not Applicable Not Applicable
(ii) Furnace Oil - Kl 16737 18627
(iii) Internal Generation - Units 59658 79367
(iv) Solar 60969 -

II. Form for disclosure of particulars with respect to Technology Absorption Researchand Development

(A) RESEARCH AND DEVELOPMENT:

1. Specific Areas in which Research and Development was carried out by the Company.

• There is a continuous focus on University research on specialty plant nutritionwhich continues across India.

• Our team of extension officers conducts continuous field demonstrations andextension work including large scale soil sampling which provides constant updates ondeficiency levels across all states in India.

• The Company's R&D at Mumbai is ISO 9001 certified and works on new productdevelopment and continuous quality checks. The manufacturing unit at Hyderabad has beenequipped with a state of art laboratory to keep pace with the Company's expansion in thatregion.

2. Benefits derived as a result of the above efforts.

• Improvement in productivity/quality and reduction in cost of production ofCompany's Plants and at Customer's end.

• Cost reduction import substitution safer environment and strategic resourcemanagement.

• Meeting the statutory requirements.

3. Future Plan of Action :

• Identifying customized formulations for new states where Aries is entering tosell their product range.

• Increase the nutrients range to include silicon based products.

• Identify more organic / natural source of plant nutrients and allied products.

4. Expenditure on R&D

Description For the year ended 31st March 2015 For the year ended 31st March 2014
(Rupees) (Rupees)
(I) Capital 59131 -
(II) Recurring 3845961 3224931
(III) TOTAL 3905092 3224931
(IV) Total R & D expenditure as a % of
a. Gross Turnover 0.16 0.14
b. Net Turnover 0.17 0.14

B1. Technology Absorption Adaptation and Innovation

The Management has focused on productivity and Total Quality Management [TQM] in orderto optimize manufacturing costs.

B2. Benefits

This has helped in achieving optimum manufacturing costs improved quality of productsand consequently enhanced customer satisfaction. The Company uses indigenous technology.

B3. The Company has not imported any technology during the year under review.

C. Foreign Exchange Earnings and Outgo

1. Activities relating to exports initiatives taken to increase exports developmentof new export markets for products and services and export plans:

International sales have commenced in Brazil Taiwan Vietnam Sri Lanka PakistanAustralia Ecuador New Zealand Singapore UK Trinidad and Zambia with supplies fromIndian and UAE factories. Distributors are being appointed in Brazil Vietnam CambodiaSri Lanka New Zealand and Ecuador and we expect export and global sales to grow and form35% of the group revenues of the Company by Financial Year 2014-15

2. Total Foreign Exchange used and earned:

Used : Rs. 309800769/- Earned: Rs. 13612149/-

3. Initiative for Exports

Our overseas manufacturing units (Subsidiaries) have started supplying Plant Nutrients& Secondary Nutrient to Australia New Zealand Kenya Singapore Taiwan Sri LankaPakistan Brazil Vietnam Ecuador Trinidad Zambia Cambodia and United Kingdom.International sales accounted for 23 % of total group consolidated revenue and we believethat in the next 2 years exports and global sales is expected to remain at similar level.

SPECIAL BUSINESS

As regards the items of the Notice of the AGM relating to Special Business theresolutions incorporated in the Notice and the Explanatory Statement relating theretofully indicate the reasons for seeking the approvals of members to those proposals. Yourattention is drawn to these items and Explanatory Statement annexed to the Notice.

DISCLOSURES

CSR Committee

The CSR Committee comprises Dr. Jimmy Mirchandani(Chairman) Dr. Rahul Mirchandani andShri. B. V. Dholakia as other Members.

Audit Committee

The Audit Committee comprises Prof. R. S. S. Mani (Independent Director as Chairman)Shri. B. V. Dholakia(Independent Director) and Dr. Rahul Mirchandani as Members.

All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy interms of the Listing Agreement is in place. Protected disclosures can be made by a WhistleBlower in writing or through an e-mail to the Chairman of the Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower Policy may be accessed on theCompany's website.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN & SECURITIESPROVIDED

Particulars of Loans given Investments made Guarantees given and Securities providedalong with the purpose for which the Loan or Guarantee or Security is proposed to beutilized by the recipient are provided in the Standalone Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

None of the transactions with Related Parties falls under the scope of Section 188(1)of the Companies Act 2013. Information on transactions with Related parties pursuant toSection 134(3) (h) of the Companies Act 2013 read with Rule 8(2) of theCompanies(Accounts) Rule 2014 are given in Annexure-I in Form AOC-2 and the same formspart of this Report.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure-II of this Report in the format prescribed in the Companies(CorporateSocial

Responsibility Policy) Rules 2014. The Policy is available on the Web-Site of theCompany.

Your Company continues to demonstrate a strong commitment towards providing productswhich do not hamper the soil and crop eco systems. A detailed Report on Corporate SocialResponsibility is annexed to this Report.

EXTRACTS OF ANNUAL RETURN

As provided under Section 92(3) of the Companies Act 2013 the Extract of the AnnualReturn is given in Annexure-III in prescribed Format MGT-9 which forms part of thisReport.

AUDITORS & AUDITORS REPORTS Statutory Auditors

M/s. Kirti D. Shah & Associates Chartered Accountants Mumbai(Membership No.32371 and having Peer Review Certificate issued by the Institute of Chartered Accountantsof India) were appointed as the Statutory Auditors of the Company for a period of3(three) years at the Forty Fourth Annual General Meeting of the Company held on 26thSeptember 2014.

As per the provision of Section 139(1) of the Act their appointment for the abovetenure is subject to ratification by Members at every AGM. Accordingly ratification ofthe Members is being sought for proposal contained in the Resolution set out at item No. 4of the Notice.

The Statutory Auditors’ Report does not contain any qualification reservation oradverse remark.

Cost Auditors

The Company had appointed M/s. R. Nanabhoy & Co. Cost Accountants to conduct theAudit of Cost Accounting Records of its products for the financial year 2013-2014.

The due date for filing the Cost Audit Reports in XBRL mode for the financial yearended March 312014 was 30th September 2014 and the Cost Audit Reports werehied by the Cost Auditor on 27th September 2014.

Further M/s. R. Nanabhoy & Co. Cost Auditors were re-appointed as the Cost Auditorof the Company for the year ending 31st March 2015 by the Board of Directorsat their meeting held on 30th May 2014 after ensuring their eligibility andobtaining the letter of eligibility from them.

The Company’s Cost Audit for the Financial Year 2014-15 is under process and theCompany will the the Cost Audit Report within 6 months of the end of the FinancialYear-2014-15 i.e. on or before 30th September 2015.

Secretarial Auditors

The Board has appointed Mr. A. Sekar Practising Company Secretary to conductSecretarial Audit for the financial year 2014-15. The Secretarial Audit Report for thefinancial year ended March 31 2015 is annexed herewith marked as Annexure-IV to thisReport.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

VAT AUDITORS

As required under the VAT Acts of various States Company has appointed a VAT Auditorto conduct the VAT Audit.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of Equity Shares with differential rights as to dividend voting or otherwise.

3. Issue of Shares (including Sweat Equity Shares) to employees of the Company underany scheme.

4. The Company has not resorted to any Buy Back of its shares during the year underreview.

5. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

6. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

7. The Company is not required to submit Business Responsibility Report in pursuance ofclause 55 of the Listing Agreement.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013.

The Company has set up an Internal Complaints Committee (ICC) for providing a RedressalMechanism pertaining to Sexual Harassment of Women employees at workplace. There was nocomplaint received during the year under review.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICHFINANCIAL RESULTS RELATE

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company’s financial position have occurred between the end of thefinancial year of the Company and date of this report.

acknowledgement

We would like to acknowledge with gratitude the support and co-operation extended byShareholders Vendors Media and Banks and look forward to their continued support. Weappreciate continued co-operation received from various regulatory authorities includingDepartment of Agriculture Department of Corporate Affairs Registrar of CompaniesReserve Bank of India Securities and Exchange Board of India Stock Exchanges andDepositories. We also recognize and appreciate the sincere hard work loyalty and effortsof the employees and look forward to their continued support. For and on behalf of theBoard

Dr. Jimmy Mirchandani

Chairman & Managing

Director

DIN-00239021

Place: Mumbai

Date: 11th August 2015

Annexure-I

Form No. AOC-2

(Pursuant to clause(h) of sub-section (3) of Section 134 of the Companies Act 2013 andRule 8(2) of the Companies(Accounts) Rules 2014)

Form for disclosure of Particulars of Contracts/Arrangements entered into by theCompany with Related parties referred to in sub- section(1) of Section 188 of theCompanies Act 2013 including certain arm’s length transactions under third provisionthereto:

1. Details of Contracts or Arrangements or Transactions not at arm’s length basis:Aries Agro Limited has not entered into any Contract or Arrangement with its RelatedParties which is not at arm’s length during the Financial Year 2014-15.

2. Details of Contracts or Arrangements or Transactions at arm’s length basis:

1. Name(s) of the Relate Party and nature of Relationship Golden Harvest Middle East FZC Amarak Chemicals FZC
2. Nature of Contracts/Arrangements/ Transactions Order based Contracts Order based Contracts
3. Duration of Contracts/Arrangements/ Transactions Order based Contracts Order based Contracts
4. Salient terms of Contracts/ Arrangements/Transactions including Value if any As per the Orders from time to time As per the Orders from time to time
5. Date of Approval by the Board if any Not Applicable since the Contract was entered into in the ordinary course of business and on arm's length basis Not Applicable since the Contract was entered into in the ordinary course of business and on arm's length basis
6. Amount Paid as advances if any Rs. 364.68 Lacs Rs. 303.24 Lacs

For and on behalf of the Board

Dr. Jimmy Mirchandani

Chairman & Managing

Director

DIN-00239021

Place: Mumbai

Date: 11th August 2015

Annexure-II

Annual Report on CSR Activities

Particulars Details
1. A brief outline of the Company's CSR Policy including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR Policy and projects or programs. Our policy on Corporate Social Responsibility of Company is broadly framed taking into account the following measures: -
a) Welfare measures for the community at large including employees and their families so as to ensure the disadvantaged sections of the Society derived the maximum benefits.
b) Contribution to the society at large by way of social and cultural development imparting education training and social awareness especially with regard to the farming sector for their development and generation of income.
c) Protection and safeguarding of the environment and maintaining ecological balance through a range of ecologically sustainable and cost effective products.
Chairman & Managing Director/Executive Director of the Company shall exercise their delegated powers for according approval for the project within the ceiling limit of said 100% budget. CSR should be broadly executed by Company in the areas in which its operating units are located.
The CSR Policy is hosted at www.ariesagro.com in the Investor Relations Section.
2. The Composition of the CSR Committee. — Dr. Jimmy Mirchandani
Dr. Rahul Mirchandani
Shri Bhumitra V. Dholakia
3. Average Net Profit of the Company for last three Financial Years Rs. 169672737/-
4. Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above) Rs. 3393455/-
5. Details of CSR spent during the Financial Year.
(a) Total amount to be spent for the Financial Year; Rs. 3393455/-
(b) Amount unspent if any; NIL

(c) Manner in which the amount spent during the Financial Year.

Flood/Drought Relief 146309
Distribution of Books 66001
Soil Sampling/Testing 56830
Old Age Home 10000
Scholarships 141809
Farmers Call Centre 288975
Farmers Education 2449763
Swach Bharat 275000
TOTAL 3434687

We hereby declare that the implementation and monitoring of CSR Policy is incompliance with CSR Objectives and Policy of the Company.”

For and on behalf of the Board

Dr. Jimmy Mirchandani

Chairman & Managing

Director

DIN-00239021

Dr. Rahul Mirchandani

Executive Director

DIN-00239057

B. V. Dholakia

Director

DIN-01871816

Place: Mumbai

Date: 11th August 2015

Annexure-III

FORM NO. MGT - 9

EXTRACT OF ANNUAL RETURN

As on the financial year ended 31.03.2015

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS

CIN L99999MH1969PLC014465
Registration Date 27th November 1969
Name of the Company ARIES AGRO LIMITED
Category / Sub-Category of the Company COMPANY LIMITED BY SHARES /INDIAN NON-GOVERNMENT COMPANY
Address of the Registered Office and contact details Aries House Plot No. 24 Deonar Govandi(E) Mumbai-400 043 Phone No. 022 2556 4052/53 Fax No. 022 2556 4054/2557 1711
Whether listed Company YES
Name address and contact details of Registrar and Transfer Agent if any AARTHI CONSULTANTS PRIVATE LIMITED 1-2-285 Domalguda Hyderabad - 500 029 Telangana India Tel : +91-40-27634445 / 27642217 Fax: +91-40-27632184 E-mail: aries@aarthiconsultants.com Website: www.aarthiconsultants.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of theCompany shall be stated:-

Name and Description of main products / Services NIC Code of the Product/ Service % to total turnover of the Company
1 Micro Nutrient Fertilizer - Manufactured 24129 53.73
2 Micro Nutrient Fertilizer - Traded 52397 12.47

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Name of the Company Address of the Company CIN/GLN Holding/ Subsidiary/ Associate % tage of Shares held Applicable Section
1. Golden Harvest Middle East FZC Plot P3-04 Post Box No. 9267 Sharjah Airport International Free Zone(SAIF) Sharjah UAE N.A. Subsidiary 75 2(87)(ii)
2. Amarak Chemicals FZC Al Hayl Industrial Area P. O. Box 5283 Fujairah Free Zone(FFZ) Fujairah UAE N.A. Step Down Subsidiary 75(Held by Golden Harvest Middle East FZC) 2(87)(ii)
3. Aries Agro Care Private Limited Aries House Plot No. 24 Deonar Govandi(E) Mumbai-400 043 U01122MH2007PTC166761 Subsidiary 100 2(87)(ii)
4. Aries Agro Equipments Private Limited Aries House Plot No. 24 Deonar Govandi(E) Mumbai-400 043 U01403MH2007PTC166972 Subsidiary 100 2(87)(ii)
5. Aries Agro Produce Private Limited Aries House Plot No. 24 Deonar Govandi(E) Mumbai-400 043 U01403MH2008PTC183789 Subsidiary 75 2(87)(ii)
6. Aries East West Nutrients Private Limited Aries House Plot No. 24 Deonar Govandi(E) Mumbai-400 043 U01229MH1983PT C030401 Associate NIL 2(6)
7. Aries Marketing Limited Aries House Plot No. 24 Deonar Govandi(E) Mumbai-400 043 U51900MH1978PTC020254 Associate NIL 2(6)
8. Blossoms International Limited Aries House Plot No. 24 Deonar Govandi(E) Mumbai-400 043 U01100MH1995PLC093586 Associate NIL 2(6)
9. Sreeni Agro Chemicals Limited Aries House Plot No. 24 Deonar Govandi(E) Mumbai-400 043 U24210MH1985PLC035563 Associate NIL 2(6)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category wise shareholding

Category of Shareholders

No. of Shares held at the beginning of the year 01.04.2014

No. of Shares held at the end of the year 31.03.2015

% Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A.PROMOTERS
(1) Indian
a) Individual/HUF 6857926 0 6857926 52.74 6857926 0 6857926 52.74 0
b) Central Govt 0 0 0 0 0 0 0 0 0
c) State Govt (s) 0 0 0 0 0 0 0 0 0
d) Bodies Corp. 0 0 0 0 0 0 0 0 0
e) Banks / FI 0 0 0 0 0 0 0 0 0
f) Any Other.... 0 0 0 0 0 0 0 0 0
Sub-total (A) (1):- 6857926 0 6857926 52.74 6857926 0 6857926 52.74 0
(2) Foreign - - - - - - - - -
a) NRIs - Individuals 0 0 0 0 0 0 0 0 0
b) Other - Individuals 0 0 0 0 0 0 0 0 0
c) Bodies Corp. 0 0 0 0 0 0 0 0 0
d) Banks / FI 0 0 0 0 0 0 0 0 0
e) Any Other.. 0 0 0 0 0 0 0 0 0
Sub-total (A) (2):- 0 0 0 0 0 0 0 0 0
Total shareholding of Promoter (A) = (A)(1)+(A)(2) 6857926 0 6857926 52.74 6857926 0 6857926 52.74 0
B. PUBLIC SHAREHOLDING -
1. Institutions -
a) Mutual Funds 1088944 0 1088944 8.37 0 0 0 0 0
b) Banks / FI 0 0 0 0 21478 0 21478 0.17 100
c) Central Govt 0 0 0 0 0 0 0 0 0
d) State Govt(s) 0 0 0 0 0 0 0 0 0
e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
f) Insurance Companies 0 0 0 0 0 0 0 0 0
g) FIIs 0 0 0 0 50000 0 50000 0.38 100
h) Foreign Venture Capital funds 0 0 0 0 0 0 0 0 0
i) Others (specify) 0 0 0 0 0 0 0 0 0
Sub-total (B)(1):- 1088944 0 1088944 8.37 71478 0 71478 0.55
2. Non-Institutions
a) Bodies Corp.
i) Indian 1181023 131500 1312523 10.09 1287123 131500 1418623 10.91 8.08
ii) Overseas 0 0 0 0 0 0 0 0 0
b) Individuals
i) Individual Shareholders holding nominal share capital upto ' 1 lakh 22897321 200466 2490197 19.15 2922721 190081 3112802 23.94 25.00
ii) Individual Shareholders holding nominal share capital in excess of '1 lakh 1112570 0 1112570 8.56 1258327 0 1258327 9.68 13.10
c) Others Directors and Relatives 0 0 0 0 0 0 0 0 0
i) Shares held by Pakistani citizens vested with the Custodian of Enemy Property 0 0 0 0 0 0 0 0 0
ii) Other Foreign Nationals 0 0 0 0 0 0 0 0 0
iii) Foreign Bodies 0 0 0 0 0 0 0 0 0
iv) NRI / OCBs 75179 0 75179 0.58 138583 0 138583 1.06 84.33
v) Clearing Members /Clearing House 67000 0 67000 0.51 146600 0 146600 1.12 118.81
vi) Trusts 0 0 0 0 0 0 0 0 0
vii) Limited Liability Partnership 0 0 0 0 0 0 0 0 0
viii) Foreign Portfolio Investor (Corporate) 0 0 0 0 0 0 0 0 0
ix) Qualified Foreign Investor 0 0 0 0 0 0 0 0 0
Sub-Total (B)(2): 4725503 331966 5057469 38.89 5753354 321581 6074935 46.71
Total Public Shareholding (B)=(B)(1)+(B)(2) 5814447 331966 6146413 47.26 5824832 321581 6146413 47.26
C. SHARES HELD BY CUSTODIAN FORGDRS& ADRS 0 0 0 0 0 0 0 0 0
Grand Total (A+B+C) 12672373 331966 13004339 100.00 12682758 321581 13004339 100.00 -

(ii) Shareholding of Promoters

Shareholder’s Name

No. of Shares held at the beginning of the year 01.04.2014

No. of Shares held at the end of the year 31.03.2015

% Change during the year
No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares
Jimmy Mirchandani 3524830 27.11 0 3524830 27.11 0 0
Rahul Mirchandani 2623221 20.17 0 2623221 20.17 0 0
Akshay Mirchandani 361875 2.78 0 361875 2.78 0 0
Amol Mirchandani 335000 2.58 0 335000 2.58 0 0
Ashok Mirchandani 10000 0.08 0 10000 0.08 0 0
Nitya Mirchandani 3000 0.02 0 3000 0.02 0 0
Total 6857926 52.74 0 6857926 52.74 0 0

(iii) Change in Promoters’ Shareholding

There is no change in Promoter's Shareholding between 01.04.2014 to 31.03.2015.

(iv) Shareholding Pattern of Top Ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Shareholder’s Name *

Shareholding at the beginning of the year 01.04.2014

Shareholding at the end of the year 31.03.2015

No. of shares % of total shares of the company No. of shares % of total shares of the company
1 SBI MAGNUM COMMA FUND 1088944 8.37 0 0
2 ALACRITY SECURITIES LTD 275000 2.11 269611 2.07
3 DISAL INVESTMENTS PVT LTD 228858 1.76 0 0
4 PALKHI INV. & TRDG CO. PVT LTD. 125000 0.96 125000 0.96
5 AJAY UPADHYAYA 100000 0.77 50000 0.38
6 ZURICH SECURITIES PRIVATE LIMITED 87313 0.67 0 0
7 MANISHA KETAN DESAI 85000 0.65 0 0
8 NAVKAR FINLEASE PVT LTD 70136 0.53 70136 0.53
9 KUSHAL K SHAH 70000 0.53 8000 0.06
10 SHAILESH L SHAH 67000 0.51 58000 0.45
11 VIJAY KISHANLAL KEDIA 0 0 491248 3.78
12 SANKIRT HOLDINGS PVT LTD 0 0 228858 1.76
13 PROGRESSIVE SHARE BROKERS PRIVATE LIMITED 0 0 125500 0.96
14 KEDIA SECURITIES PVT LTD 0 0 95000 0.73
15 VAIBHAV RAO 0 0 62830 0.48
16 VASHDEV DINGOMAL VASSANANI 0 0 56200 0.43
Total

* The Shares of the Company are traded on a daily basis and hence the date wiseincrease/decrease in Share Holding is not indicated

(v) Shareholding of Directors and Key Managerial Personnel:

Shareholder’s Name

Shareholding at the beginning of the year 01.04.2014

Cumulative Shareholding during the year

Date of change in shareholding Reason for change
Directors No. of shares % of total shares of the company No. of shares % of total shares of the company
1. Dr. Jimmy Mirchandani 3524830 27.11 3524830 27.11 NIL N.A.
2. Dr. Rahul Mirchandani 2623221 20.17 2623221 20.17 NIL N.A.
3 Mrs. Nitya Mirchandani 3000 0.02 3000 0.02 NIL N.A.
4 Prof. R. S. S. Mani 0 0 0 0 NIL N.A.
5 Mr. C. B. Chhaya 0 0 0 0 NIL N.A.
6 Mr. B. V. Dholakia 0 0 0 0 NIL N.A.
7. Mr. S. Ramamurthy 0 0 0 0 NIL N.A.
8. Mr. Qaiser P. Ansari 0 0 5 0 +5 Purchase

Other than this no other Director and Key Managerial Personnel holds any shares in theCompany.

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment :

(Rupees in Lacs)

Particulars Secured Loans excluding Deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the Financial Year 1. Principal Amount 10293.62 1600.46 11894.08
2. Interest Due but not Paid - - - -
3. Interest accrued but not due 5.14 8.97 - 14.11
Total(1+2+3) 10298.76 1609.43 - 11908.19
Change in Indebtedness during the Financial Year
1. Addition - 30.74 30.74
2. Reduction 1238.23 - - 1238.23
Net Change (1238.23) 30.74 - (1207.49)
Indebtedness at the end of the Financial Year
1. Principal Amount 9058.51 1631.71 - 10690.22
2. Interest Due but not Paid - - - -
3. Interest accrued but not due 2.02 8.45 - 10.47
Total(1+2+3) 9060.53 1640.16

-

10700.70

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director / Whole Time Director and/or Manager:

Particulars of Remuneration Dr. Jimmy Mirchandani CMD (Rs In lacs p.a) Dr. Rahul Mirchandani ED (Rs In lacs p.a ) Total Amount (Rs In lacs p.a)
1 Gross Salary 28.80 34.80 63.60
(a) Salary as per provisions contained in section 17 (1) of the Income Tax Act 1961 Gross Salary
(b) Value of Perquisites u/sec 17 (2) Income Tax Act 1961 2.40 1.52 3.92
(c) Profits in lieu of salary under section 17 (3) of Income Tax Act 1961 - -
2 Stock Option - - -
3 Sweat Equity - -
4 Commission 32.00 32.00 64.00
a. as a % of profit 1.89% 1.89% 3.77%
b. Others specify - - -
5 Others Please specify
a) HRA 10.80 3.48 14.28
b) Medical 2.40 2.90 5.30
c) LTA 2.40 2.90 5.30
d) Leave Salary 2.40 2.90 5.30
e) Contribution to PF - 4.18 4.18
Total (A) 81.20 84.68 165.88
Ceiling as per the Act 169.58

B. Remuneration to other Directors:

Particulars of Remuneration Fee for attending Board/Committee Meetings (in lacs) Commission) (in lacs) Others please specify (Rs in lacs) Total Amount (Rs in lacs)
1. Independent Directors
Prof. R. S. S. Mani 1.35 - - 1.35
Mr. C. B. Chhaya 1.40 - - 1.40
Mr. B. V. Dholakia 1.50 - - 1.50
Total (1) 4.25 - - 4.25
2. Other Non-Executive Directors
Mrs. Nitya Mirchandani(appointed w.e.f. 30.05.2014) 0.80 - - 0.80
Total (2) 0.80 - - 0.80
Total (B)=(1+2) 5.05 - - 5.05
Total Managerial Remuneration

Rs. 170.93 Lacs

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Particulars of Remuneration

Name of Key Managerial Personnel

Total Amount
Chief Financial Officer Company Secretary (Rs in lacs)
Mr. S. Ramamurthy Mr. Qaiser P. Ansari
(Rs in lacs) (Rs in lacs)
1 Gross Salary
(a) Salary as per provisions contained in section 17 (1) of the Income Tax Act 1961 14.91 11.95 26.85
(b) Value of Perquisites u/sec 17 (2) Income Tax Act 1961 - - -
(c) Profits in lieu of salary under section 17 (3) of Income Tax Act 1961 - - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
a. as a % of profit
b. others specify
5 Others Please specify
a) HRA 4.47 3.58 8.06
b) Conveyance 2.72 0.96 3.68
c) Medical 0.34 0.23 0.57
d) LTA 1.19 0.95 2.14
e) Leave Salary 1.19 - 1.19
f) Bonus 1.19 0.95 2.14
g) Incentive 5.83 1.86 7.69
h) Contribution to PF 1.79 1.43 3.22
Total 33.63 21.91 55.54

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES (Under the Companies Act):

There were no penalties punishment or compounding of offences for breach of anySection of Companies Act against the Company or its Directors or other Officers indefault if any during the year ended 31st March 2015.

For and on behalf of the Board

Dr. Jimmy Mirchandani

Chairman & Managing

Director

DIN-00239021

Place: Mumbai Date:

11th August 2015

Annexure-IV

SECRETARIAL AUDIT REPORT

FOR THE YEAR ENDED MARCH 31 2015

To

The Members Aries Agro Limited Aries House Plot No. 24 Deonar Govandi(E) Mumbai - 400043

I have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good Corporate Practices by Aries Agro Limited (hereinafter called the Company). Secretarial Audit was conducted in the manner thatprovided me a reasonable basis for evaluating the corporate conducts / statutorycompliances and expressing my opinion thereon.

Based on my verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representative during theconduct of Secretarial Audit I hereby report that in my opinion the Company has duringthe year ended 31st March 2015 complied with the statutory provisions listedhereunder and also that the Company has proper Board processes and compliance mechanism inplace to the extent in the manner and subject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns hied and otherrecords maintained by the Company for the year under review according to the provision of:

(i) The Companies Act 2013 ( the Act) and the rules made thereunder;

(ii) The Securities Contract (Regulation) act 1956 (“SCRA”) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 an the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (“SEBI Act”) to the extent they are applicableto the company

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of InsiderTrading)Regulations 1992

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and 2014

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the

Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

(h) The Securities and Exchange Board of India ( Buyback of Securities) Regulations1998;

(vi) Other laws specifically applicable to the company namely

• The Insecticides Act 1968 and

• The Fertilizer Control Order 2011

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards Issued by The Institute of Company Secretaries of India

(ii) The Listing Agreements entered into by the Company with BSE Limited and theNational Stock Exchange of India Limited .

During the period under review the Company has complied with the provisions of theActs Rules Regulations Guidelines Standards etc. mentioned above :-

I further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are captureand recorded as part of the minutes.

The company has formulated a Compliance Management System to monitor and ensurecompliance with applicable laws rules regulations and guidelines which was underimplementation during the year under review. Prima facie these systems and processes inthe company are adequate and are commensurate with the size and operations of the companyto monitor and ensure compliance with applicable laws rules regulations and guidelines.

I further report that during the audit period the company has not undertaken anyaction having a major bearing on the company's affairs in pursuance of the above referredlaws.

A SEKAR

COMPANY SECRETARY

ACS 8649 CP 2450

PLACE : MUMBAI

DATE : 11th August 2015

This report is to be read with our letter of even date which is annexed as Annexure Aand forms an integral part of this report.

‘Annexure A’

1. Maintenance of secretarial record is the responsibility of the management of thecompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices followed by me provide areasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records Booksof Accounts and records pertaining to direct and indirect taxation of the company which Ibelieve are the domain of other professionals on whom the responsibility is entrusted bythe provisions of the Companies Act 2013.

4. Where ever required I have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. My examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

A SEKAR

COMPANY SECRETARY

ACS 8649 CP 2450

PLACE : MUMBAI

DATE : 11th August 2015

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