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Aarti Drugs Ltd.

BSE: 524348 Sector: Health care
BSE 00:00 | 20 May 420.00 6.00






NSE 00:00 | 20 May 420.30






OPEN 415.45
52-Week high 778.15
52-Week low 402.90
P/E 19.94
Mkt Cap.(Rs cr) 3,889
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 415.45
CLOSE 414.00
52-Week high 778.15
52-Week low 402.90
P/E 19.94
Mkt Cap.(Rs cr) 3,889
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Aarti Drugs Ltd. (AARTIDRUGS) - Director Report

Company director report


The Members of


Your Board of Directors ("Board") are pleased to present this 36th(Thirty Sixth) Annual Report on the business and operations of the Company together withthe Audited Financial Statements along with the Report of the Auditors for the year endedMarch 31 2021.


(Rs. in lakhs)




FY 2020-21 FY 2019-20 FY 2020-21 FY 2019-20
Revenue from Operations 191489 163492 215478 180609
Other Operating Income 642 106 453 148
Total Income from Operations 192131 163598 215930 180757
Total Expenditure 158383 146939 179052 162675
Profit Before Depreciation Amortisation Interest and Tax Expenses 40769 24547 44163 26330
Finance Cost 2261 3220 2296 3373
Depreciation & Amortisation 4760 4667 4988 4875
Profit before Exceptional Items and Tax 33749 16660 36879 18082
Exceptional Income 22 838 22 447
Profit Before Tax 33771 17497 36901 18529
Less: Total Tax Expenses 8000 3930 8862 4389
Profit after 25771 13567 28040 14140
Earnings Per Share (Rs.) 27.65 14.53 30.09 15.14


During the year under review Standalone Revenue from operations of the Company was Rs.191489 lakhs as compared to Rs. 163492 lakhs for FY 2019-20 registering a growth of17.12%.

The Company has achieved Export Sales of Rs. 66374 lakhs as against Rs. 55044 lakhsfor the last year registering a growth of 20.58%.

EBITDA has been Rs. 40769 lakhs as compared to Rs. 24547 lakhs for FY 2019-20registering a growth of 66.09%. PAT has been Rs. 25771 as against Rs. 13567 lakhs for FY2019-20 grew by 89.95%.

Likewise Consolidated revenue from operations of the Company is Rs. 215478 lakhs ascompared to Rs. 180609 lakhs for FY 2019-20 registering a growth of 19.31%. OnConsolidated basis Company’s EBITDA has been Rs. 44163 lakhs as compared toRs. 26330 lakhs for FY 2019-20 registering a growth of 67.72%. PAT has been Rs. 28040lakhs as against Rs. 14140 lakhs for FY 2019-20 grew by 98.31%.


Your Company had declared and paid Interim Dividend of Rs. 2.5/- (@ 25%) per share (ofRs. 10/- each) aggregating to Rs. 2330 lakhs which was higher than previous year.


As per Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the top 500 listed companies shall formulate a dividend distributionpolicy. Accordingly the policy was adopted to set out the parameters and circumstancesthat will be taken into account by the Board in determining the distribution of dividendto its shareholders and/ or retaining profits earned by the Company. The policy isavailable on the website of the Company at the weblink documents/


Your Company has transferred Rs. 2577.12 lakhs to General Reserves. (Previous year Rs.1350 lakhs).


The Board at its meeting held on August 20 2020 approved and recommended the issueof Bonus shares in the proportion of 3:1 i.e. 3(Three) Bonus Equity share(s) of face valueRs. 10/- each for every 1(One) Equity share(s) of face value of Rs. 10/- each which wasapproved by the shareholders through Postal Ballot on September 20 2020. The Companyallotted 69900000 fully paid up Bonus Equity Shares of face value Rs. 10/- each TheBonus shares were credited to the eligible shareholders holding shares as on the recorddate i.e. October 1 2020. Pursuant to the said allotment of Bonus Equity Shares thepaid-up share capital of the Company has increased from Rs. 233000000 consisting of23300000 Equity Shares of face value of Rs. 10/- each to Rs. 932000000consisting of 93200000 Equity Shares of face value of Rs. 10/- each fully paid up.Approval of the shareholders was also obtained through the said postal ballot to increaseAuthorised Share capital of the Company from Rs. 250000000 to Rs. 1200000000 tofacilitate issue of Bonus shares.

The Board at its meeting held on March 19 2021 had offered for buy back of 600000fully paid – up Equity shares of face value of Rs. 10/- (Rupees Ten only) eachrepresenting 0.64% of the total number of Equity shares at a price of Rs. 1000/- perEquity share (including premium of Rs. 990/- per Equity share) payable in cash for anaggregate amount of Rs. 600000000/- on a proportionate basis through the tender offerusing stock exchange mechanism in accordance with prevailing regulations. Settlement ofbuy back bids was completed on May 19 2021. Post Buy-back the paid– up Equity ShareCapital of the Company stood at Rs. 926000000/- consisting of 92600000 Equity Sharesof face value of Rs. 10/- each Apart from the above there were no changes in the ShareCapital during the Financial Year under review.

The Company has neither issued shares with differential rights as to the dividendvoting or otherwise nor issued sweat equity shares. There is no scheme for employee stockoption or provision of money for shares of the Company to the employees or Directors ofthe Company.


Your Company through Aarti Foundation and various other NGO’s has been doing workin the following segments:

• Education & Skill Development

• Healthcare

• Disaster relief and rehabilitation

• Social Welfare

• Rural Development

• Women Empowerment

• Water conservation and environment

• Research and Development work for upliftment of Society

Many of our Pilot projects have been appreciated by various NGO’s and OtherCorporate Houses who have also started adopting those models thereby multiplying themagnitude of the reach of these social activities for the benefit of the Society at large.

The CSR Policy is available on the Company’s website on the weblink

A brief note on various CSR initiatives undertaken during the year is presented in thisAnnual report.

The Annual Report on CSR activities is annexed as "Annexure - A" andforms an integral part of the Report.


Your Company recognizes human resources as one of its prime resources. Your Companyenjoyed excellent relationships with workers and staff during the year under review andconsider them their most important assets. Your Company cares for its people customerssuppliers and community at large which reflects in the Company’s policy programsand development efforts. As on March 31 2021 the Company had 1239 permanent employeesat its manufacturing plants and administrative office. Your

Company is committed to build and strengthen our human capital by defining policiesthat support their growth goals and help them achieve excellence.


Your Company has in place a nomination and remuneration policy which lays down aframework in relation to remuneration of Directors Key Managerial Personnel and SeniorManagement of the Company. The policy also lays down criteria for selection andappointment of Board Members. The remuneration paid to the Directors Key ManagerialPersonnel and Senior Management of the Company are as per the terms laid down in theNomination and Remuneration Policy of the Company.

The details of this policy are given in the Corporate Governance Report.


Disclosure pertaining to the remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is given in annexure and forms part ofthis Report. However In terms of Section 136(1) of the Companies Act 2013 the Reportand the Accounts are being sent to the Members excluding this annexure. Any Memberinterested in obtaining a copy of the annexure may write to the Company Secretary at theRegistered Office of the Company for a copy of it.


There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of this Boards’ Report.


During the year under review the Company has identified and evaluated elements ofbusiness risk. Business risk inter-alia further includes fluctuations in foreignexchange Raw Material Procurement risk Environmental & Safety Risk Working CapitalRisk Market Risk and Business Operations Risk. The risk management framework defines therisk management approach of the Company and includes periodic review of such risk and alsodocumentation mitigating controls and reporting mechanism of such risks.

In compliance with Regulation 21 of the Listing Regulations Board of Directors hadconstituted a Risk Management Committee consisting of Shri Prakash M. Patil (Chairman)Shri Rashesh C. Gogri Shri Harshit M. Savla Shri Harit P. Shah Shri Adhish P. Patil andShri Dhanaji L. Kakade. Independent Director Shri K. G. Akamanchi has also been appointedas a member of the committee w.e.f. May 15 2021. Main object of this Committee is tocontinuously identify evaluate and take appropriate measures to mitigate various elementsof risks.


The Board of your Company has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively. Your Company has maintained a proper and adequate system of internalcontrols. The Company has appointed M/s. Raman S. Shah & Associates CharteredAccountants as an Independent Internal Auditors who periodically audits the adequacy andeffectiveness of the internal controls laid down by the management and suggestsimprovements. This ensures that all Assets are safeguarded and protected against loss fromunauthorised use or disposition and that the transactions are authorised recorded andreported diligently. Your Company’s related party transactionsinternal controlsystems commensurate with the nature and size of its business operations. InternalFinancial Controls are evaluated and Internal Auditors’ Reports are regularlyreviewed by the Audit Committee of the Board.

Statutory Auditors Report on Internal Financial Controls as required under Clause (i)of Sub-section 3 of Section 143 of the Companies Act 2013 is annexed with the IndependentAuditors’ Report.


Management Discussion and Analysis Report with detailed review of operationsperformance and future outlook as stipulated under Regulation 34 read with Schedule V tothe Listing Regulations is presented in a separate section forming part of this AnnualReport.


The Listing Regulations mandates the inclusion of the BRR as part of the Annual Reportfor top 1000 listed entities based on market capitalisation. Business ResponsibilityReporting for the year under review as stipulated under Regulation 34(f) of ListingRegulations read with SEBI Circular No. CIR/ CFD/CMD/10/2015 dated November 4 2015 isgiven in a separate section forming part of this Annual Report.


Pursuant to the applicable provisions of the Companies Act 2013 read with IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (‘the Rules’) allunpaid or unclaimed dividends are required to be transferred by the Company to the IEPFestablished by the government of India after the Completion of seven years. Furtheraccording to the rules the shares on which Dividends have not been paid or claimed by theShareholders for seven consecutive years or more shall be transferred to the Demat accountof the IEPF Authority. Accordingly the Company has transferred the unclaimed and unpaiddividends and corresponding shares as per the requirement of the IEPF Rules.


The Company has a Policy on Materiality of Related Party Transaction and dealing withRelated Party Transaction which is uploaded on the Company’s website at the web-link All related partytransactions that were entered into during the FY 2020-21 were on an arm’s lengthbasis and were in the ordinary course of the business. There are no by materiallysignificant the Company with Promoters Key Managerial Personnel or other designatedpersons which may have potential conflict with interest of the Company at large.

All related party transactions are presented to the Audit Committee. Omnibus approvalis obtained for the transactions which are foreseen and repetitive in nature. A statementof all related party transactions is presented before the Audit Committee on quarterlybasis specifying the nature value and terms and conditions of transactions. The detailsof Related party transactions are provided in the accompanying financial statements.

Since all related party transactions entered into by the Company were in ordinarycourse of business and were on an arm’s length’s basis Form AOC–2 is notapplicable to Company.


Corporate Governance essentially involves balancing the interests of a Company’sstakeholders. Corporate Governance practices of our Company are a reflection of ourvalues polices and relationship with our stakeholders. Your Company has complied with themandatory Corporate Governance requirements stipulated under Regulation 34(3) of theListing Regulations. Report on Corporate Governance is annexed hereto forming part of thisreport together with certificate from the Statutory Auditor regarding report on CorporateGovernance.


Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 31 2021 is available in prescribed format on the Company’s website


Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 and no amounton account of principal or interest on public deposits was outstanding as on March 312021.

The Company does not have any deposits which are not in compliance with therequirements of Chapter V of the Companies Act 2013.


Pursuant to the provisions of Section 186 of the Act the details of Loans Guaranteesand Investments made by the Company as at March 31 2021 are given in the notes to theFinancial Statements.


Pursuant to the provisions of Companies Act 2013 and the Listing Regulations astructured questionnaire was prepared after taking into consideration various aspects ofthe Board’s functioning composition of the Board and its Committees cultureexecution and performance of specific duties obligations and governance.

The performances of the Committees and Independent Directors were evaluated by theentire Board of Directors except for the Director being evaluated. The performanceevaluation of the Chairman Non-Independent Directors and Board as a whole was carried outby the Independent Directors. The Board of Directors expressed their satisfaction with theevaluation process.


The Company as on March 31 2021 has 3 (three) subsidiaries namely Pinnacle LifeScience Private Limited Aarti Speciality Chemicals Limited and Pinnacle Chile SpA. Of theabove subsidiaries Pinnacle Life Science Private Limited and Aarti Speciality ChemicalsLimited are wholly-owned subsidiaries. Pinnacle Life Science Private Limited has beenclassified as the material subsidiary as it fulfills the criteria given under Regulation16(1)(c) of the Listing Regulations. Pursuant Regulation 24A of the Listing Regulationsthe Secretarial Audit Report as prescribed in Section 204 of Companies Act 2013 for theMaterial Subsidiary Company Pinnacle Life Science Private Limited for financial yearended March 31 2021 is annexed as"Annexure - C2" and forms an integralpart of this Report. During the year under review Pinnacle Life Science LLC WhollyOwned Subsidiary was wound up/ closed as said Company did not have any business activity.

The Company has attached along with its financial statements a separate statementcontaining the salient features of the financial statements of the said subsidiaries in"Form AOC-1" which is annexed as "Annexure - B" and forms anintegral part of this Report.

During the year under review the Board of Directors reviewed the affairs of thesubsidiaries. Also in conformity with Section 134 of the Companies Act 2013 and Rule 8(1)of the Company (Accounts) Rules 2014 Note 33 of Consolidated Financial Statementcover the highlights of performance of subsidiaries and their contribution to the overallperformance of the Company during the year. The Company does not have any AssociateCompany or Joint Venture. A policy on material subsidiaries has been formulated and isavailable on the website of the Company at the web link


In accordance with the provisions of Companies Act 2013 and Regulation 33 of theListing Regulations and applicable Accounting Standards the Audited ConsolidatedFinancial Statements of the Company for the FY 2020-21 together with the Auditors’Report form part of this Annual Report.


The composition of the Board is in conformity with Section 149 of the Companies Act2013 and Regulation 17 of the Listing Regulations. As on March 31 2021 the Boardcomprise of 12 (Twelve) Directors out of which 5 (Five) are Executive Directors 1 (One)Non-Executive Director and 6 (Six) Non-Executive Independent Directors. The Chairman ofthe Board is an Executive Director. The Board has highly qualified members and havingvaried experience in their respective fields.

At 35th AGM held on August 25 2020 Shri Narendra J. Salvi (DIN: 00299202)has been appointed as the Non-executive Director in place of Shri Rajendra V. Gogri (DIN:00061003) who retired by rotation at the conclusion of AGM and did not offer forre-appointment. Except as stated above there is no change in the composition of the Boardof Directors and KMPs during the year under review.

In accordance with the provisions of Section 152 of Companies Act 2013 Shri HarshitM. Savla (DIN: 00005340) Joint Managing Director of the Company is liable to retire byrotation at the ensuing Annual General Meeting and being eligible offer himself forre-appointment. The Board recommends his re-appointment for the consideration of theMembers. A brief profile of him is annexed to the Notice convening the ensuing AnnualGeneral Meeting. Your Directors have also recommended for the approval of renewal of termsof Shri Prakash M. Patil (DIN: 00005618) as the Managing Director Shri Harshit M. Savla(DIN: 00005340) as Joint Managing Director and Shri Harit P. Shah (DIN: 00005501) as WholeTime Director of the Company whose present terms will expire on May 31 2022. Shri RamdasM. Gandhi Independent Director of the Company left for heavenly abode on July 16 2021.Late Shri Ramdas M. Gandhi was on the Board of the Company since December 31 2005 and theCompany immensely benefitted from his vision and leadership. The Board of Directors of theCompany express their deep condolences and pay tribute to late Shri. Ramdas M. Gandhi.

None of the Directors of the Company are disqualified for being appointed as Directorsas specified in Section 164(2) of the Companies Act 2013 and Rule 14(1) of the Companies(Appointment and Qualification of Directors) Rules 2014

Independent Director

Independent Directors have given written declarations to the Company confirming thatthey meets the criteria of independence as mentioned under Section 149(6) of the CompaniesAct 2013 and Regulation 16(b) of Listing Regulations. The terms and conditions ofappointment of the Independent Directors are placed on the website of the Company at theweblink independent-directors/ The Board is of the opinionthat the Independent Directors of the Company possess requisite qualifications experienceand expertise and that they hold highest standards of integrity.

The Independent Directors of the Company have undertaken requisite steps towards theinclusion of their names in the data bank of Independent Directors maintained with theIndian Institute of Corporate Affairs in terms of Section 150 of the Companies Act 2013read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules2014.

Number of Meetings of the Board

During the year under review the Board of Directors met 7 (Seven) times. The agenda ofthe meeting was circulated to the members of the Board in advance along with necessarydocuments reports recommendations etc. so that each Board member can activelyparticipate on agenda items during the meeting. The details of Board and CommitteeMeetings and the attendance of the Directors at such meetings are provided in theCorporate Governance Report which forms part of this Annual Report. The intervening gapbetween the meetings was within the prescribed period under the Companies Act 2013 andthe Listing Regulations.


To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a) in the preparation of the Annual Accounts for the financial year ended March 312021 the applicable accounting standards have been followed. There are no materialdepartures from the applicable accounting standards;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on March 31 2021 and of the profit ofthe Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared Annual Accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

f) the Directors had devised proper system to compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.


The Company has a familiarisation programme for its Independent Directors which isimparted at the time of appointment of an Independent Director on Board as well asannually. During the year the Independent Directors of the Company were familiarised andthe details of familiarisation programmes imparted to them are placed on the website ofthe Company at the web link

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALS bytheThere were no significant Regulators/Courts/Tribunals which would impact the goingconcern status of the Company and its future operations


Your Company is committed to ensure a sound Safety Health and Environment (SHE)performance related to its activities products and services. Your Company has beencontinuously taking various steps to develop and adopt Safer Process technologies and unitoperations. Your Company is making continuous efforts for adoption of safe &environmental friendly production processes. Monitoring and periodic review of thedesigned SHE Management System are done on a continuous basis.


The Company has established a Vigil Mechanism and Whistle Blower Policy for itsDirectors and employees to report concerns about unethical behavior actual or suspectedfraud actual or suspected leak of UPSI or violation of Company’s Code of Conduct. Italso provides for adequate safeguards against the victimisation of employees who avail ofthe mechanism and allows direct access to the Chairperson of the Audit Committee inexceptional cases. The said policy has been posted on the website of the Company at theweb link https://www

The Company affirms that no person has been denied access to the Audit CommitteeChairman.


In accordance with the provisions of Section 139 of the Companies Act 2013 themembers at the 34th Annual General Meeting held on August 6 2019 had approvedthe appointment of M/s Kirtane & Pandit LLP. Chartered Accountants (Firm RegistrationNo: 105215W/ W100057) for a term of 4 years to hold office till the conclusion of 38thAnnual General Meeting As per the provisions of Section 139 of the Act they haveconfirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors of the Company have not reported any instances of fraud committed againstthe Company by its officers or employees as specified under Section 143(12) of theCompanies Act 2013.


In terms of the Section 148 of the Companies Act 2013 read with the Companies (CostRecord and Audit) Rules 2014 the Company is required to maintain cost accounting recordsand have them audited every year.

The Board has appointed M/s. GMVP & Associates LLP as Cost Auditor of the Companyfor FY 2021-22 under Section 148 and all other applicable provisions of the Act.

Shareholder’s approval is being sought for ratification of the Remunerationproposed to be paid to M/s. GMVP & Associates LLP Cost Auditor of the Company inrespect of Cost Audit for the financial year ending March 31 2022 as mentioned in theNotice convening the AGM.

The Company has maintained cost records as specified under section 148(1) of the Act.


Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company had appointed CS Sunil M. Dedhia (COP No. 2031) Proprietor ofSunil M. Dedhia & Co. Company Secretary in Practice to undertake the SecretarialAudit of the Company.

Pursuant to provisions of Section 204(1) of the Companies Act 2013 and Regulation 24Aof the Listing Regulations the Secretarial Audit Report for the financial year endedMarch 31 2021 issued by CS Sunil M. Dedhia (COP No. 2031) Proprietor of Sunil M. Dedhia& Co. Company Secretary in Practice and the Secretarial Auditor of the Company isannexed as "Annexure - C1" and forms an integral part of this Report.During the year under review the Secretarial Auditor had not reported any fraud underSection 143(12) of the Act.

Explanation or Comments on disqualifications reservations adverse remarks ordisclaimers in the auditor’s reports:

There is no qualification reservation or adverse remark or disclaimer made by theAuditor in their report. As regards the observations of the Statutory Auditors and theSecretarial Auditor in their Report the same are self-explanatory and need no furtherclarifications.


Your Company is fully committed to uphold and maintain the dignity of every womanworking with the Company. The Company has Zero tolerance towards any action on the part ofany one which may fall under the ambit of ‘Sexual Harassment’ at workplace. ThePolicy framed by the Company in this regard provides for protection against sexualharassment of women at workplace and for prevention and redressal of such complaints.

Internal Complaints Committees (ICC) have been set up to redress complaints receivedregarding sexual harassment. Details of Internal Complaints Committee Status of theComplaints during the FY 2020-21 is as follows:

Particulars No. of Complaints
Number of Complaints pending as on beginning of the Financial Year NIL
Number of Complaints filed during the Financial Year NIL
Number of Complaints pending as on the end of the Financial Year NIL

The Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013


The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated in Section 134(3)(m) of the Companies Act 2013("the Act") and rules framed thereunder is enclosed herewith as "Annexure- D" to this report.


During the Financial Year your Company has complied with the applicable SecretarialStandards issued by the Institute of Company Secretaries of India (ICSI).


Your Company has adopted green initiative to minimize the impact on the environment.The Company has been circulating the copy of the Annual Report in electronic format to allthose members whose email addresses are available with the Company. Your Company appealsother Members also to register themselves for receiving Annual Report in electronic form.


The Board of Directors places on record its sincere appreciation for the dedicatedservices by the employees of the Company at all levels and the constructive cooperationextended by them. Your Directors would also like to express their grateful appreciationfor the assistance and support by all Shareholders Government Authorities AuditorsBankers Financial Institutions Customers Employees Suppliers other businessassociates and various other stakeholders.

For and on behalf of the Board
Prakash M. Patil
Place: Mumbai Chairman Managing Director & CEO
Date: July 27 2021 DIN: 00005618