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Aarti Drugs Ltd.

BSE: 524348 Sector: Health care
NSE: AARTIDRUGS ISIN Code: INE767A01016
BSE 00:00 | 14 May 817.85 20.65
(2.59%)
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NSE 00:00 | 14 May 817.50 19.20
(2.41%)
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804.00

HIGH

841.80

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OPEN 800.00
PREVIOUS CLOSE 797.20
VOLUME 100852
52-Week high 1025.00
52-Week low 188.96
P/E 29.56
Mkt Cap.(Rs cr) 7,622
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 800.00
CLOSE 797.20
VOLUME 100852
52-Week high 1025.00
52-Week low 188.96
P/E 29.56
Mkt Cap.(Rs cr) 7,622
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

TO THE MEMBERS OF AARTI DRUGS LIMITED

Your Directors have pleasure in presenting the 35th (Thirty Fifth) AnnualReport on the business and operations of the Company together with the Audited FinancialStatements along with the Report of the Auditors for the year ended March 31 2020.

COMPANY'S FINANCIAL HIGHLIGHTS

(Rs in Lakhs)

Particulars

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Revenue from Operations 163492 145425 180609 156094
Other Operating Income 106 251 148 241
Total Income from Operations 163598 145677 180757 156335
Total Expenditure 146939 133291 162675 143609
Profit Before Depreciation Amortization Interest
and Tax Expenses 25385 20557 26777 21354
Finance Cost 3220 3756 3373 3996
Depreciation & Amortization 4667 4039 4875 4256
Profit before Exceptional Items and Tax 16660 12386 18082 12726
Exceptional Income 838 377 447 377
Profit Before Tax 17497 12762 18529 13102
Less: Total Tax Expenses 3930 4037 4389 4127
Profit after Tax 13567 8726 14140 8975
Earnings Per Share (Rs) 58.12 37.42 60.57 38.48

FINANCIAL PERFORMANCE

During the year under review Standalone Revenue from operations of the Company is Rs163492 lakhs as compared to Rs 145425 lakhs for FY 2018-19 registering a growth of12.42%.

The Company has achieved Export Sales of ' 55044 lakhs as against ' 54662 lakhs forthe last year registering a growth of 0.70%.

EBITDA has been ' 25385 lakhs as compared to ' 20557 lakhs for FY 2018-19registering a growth of 23.49%. PAT has been Rs 13567 lakhs as against ' 8726 lakhs forFY 2018-19 grew by 55.48%.

Likewise Consolidated Revenue from operations of the Company is Rs 180609 lakhs ascompared to Rs 156094 lakhs for FY 2018-19 registering a growth of 15.71%.

On Consolidated basis Company's EBITDA has been ' 26777 lakhs as compared to ' 21354lakhs for FY 2018-19 registering a growth of 25.40%. PAT has been Rs 14140 lakhs asagainst ' 8975 lakhs for FY 2018-19 grew by 57.55%.

DIVIDEND

Your Company had declared and paid Interim Dividends of ' 2/- (@ 20%) per share (of Rs10/- each) aggregating to ' 4.66 Crores. To conserve the funds of the Company yourdirectors are not recommending the final dividend for FY 2019-20.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Listing Regulations the top 500 listed companies shallformulate a Dividend Distribution Policy. Your company has been classified as Top 500Company as per market capitalization dated March 31 2020. However the Company hasalready voluntarily adopted

the Policy in this regards setting out the parameters and circumstances that will betaken into account by the Board in determining the distribution of dividend to itsshareholders and/ or retaining profits earned by the company. The policy is available onthe website of the Company at the weblinkhttps://www.aartidrugs.co.in/policies-and-related- documents/

TRANSFER TO RESERVES

Your Company has transferred Rs 13.50 Crores to General Reserves. (Previous year ' 8.70Crores).

SHARE CAPITAL

During the Financial Year 2019-20 the Company has bought back 282100 (Two LakhsEighty Two Thousand One Hundred) fully paid - up Equity shares of face value of Rs 10/-(Rupees Ten only) each representing 1.20% of the total number of Equity shares at a priceof ' 900/- (Rupees Nine Hundred only) per Equity share (including premium of ' 890/- perEquity share) payable in cash for an aggregate amount of ' 253890000/- (Rupees TwentyFive Crores Thirty Eight Lakhs and Ninety Thousand only) on a proportionate basis throughthe tender offer using stock exchange mechanism in accordance with prevailing regulations.Post Buy-back the paid- up Equity Share Capital of the Company is ' 233000000/-(Rupees Twenty Three Crores Thirty Lakhs only) divided into 23300000 (Two Crores ThirtyThree Lakhs) Equity shares of Rs 10/- each (Rupees Ten only).

Apart from the above there was no changes in the Share Capital during the FinancialYear 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report with detailed review of operationsperformance and future outlook as stipulated under Regulation 34 read with Schedule V tothe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is presented in aseparate section forming part of this Annual Report.

CORPORATE GOVERNANCE

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.

BUSINESS RESPONSIBILITY REPORTING

Business Responsibility Reporting for the year under review as stipulated underRegulation 34 read with SEBI Circular No CIR/CFD/CMD/10/2015 dated 4thNovember 2015 is in a separate section forming part of this Annual Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Composition

The composition of the Board is in conformity with Section 149 of the Act andRegulation 17 of the Listing Regulations. The Board continues to comprise of 12 (Twelve)Directors out of which 5 (Five) are Executive Directors 1 (One) Non - Executive Directorand 6 (Six) Non-Executive Independent Directors. The Chairman of the Board is an ExecutiveDirector.

Shri Prakash M. Patil Chairman Managing Director & Chief Executive Officer (CEO)Shri Rashesh C. Gogri Managing Director Shri Harshit M. Savla Jt.Managing DirectorShri Harit P Shah Shri Uday M. Patil Whole time Directors Shri Adhish P Patil ChiefFinancial Officer (CFO) and Shri Rushikesh V. Deole Company Secretary & ComplianceOfficer of the Company are the KMPs of the Company as on the date of this report.

At 34th AGM held on August 6 2019 members approved a fresh term ofappointment including remuneration of Shri Uday M. Patil (DIN: 01186406) who is in thepermanent whole time employment of the Company and being Director designated as the Wholetime Director for a period of five years effective from April 12019.

Your Directors in its meeting held on May 15 2020 have proposed the appointment ofShri Narendra Jagannath Salvi

(DIN: 00299202) as Non-executive Director of the Company liable to retire by rotationin place of Shri Rajendra V. Gogri (DIN: 00061003) who retires by rotation at the ensuingAnnual General Meeting (AGM) as per the law and Articles of Association of the Company andhas not offered for reappointment due to preoccupation for the approval of theshareholders. His brief resume is given in the notice convening AGM.

The Board places on record its appreciation for valuable contribution given by ShriRajendra V. Gogri towards the success of the Company.

Approval of the Members has been received by passing a Special Resolution throughpostal ballot for re-appointment of Independent Directors Shri Ramdas M. Gandhi (DIN:00029437) Shri Bhavesh R. Vora (DIN: 00267604) Shri Vilas G. Gaikar (DIN: 00033383) forthe period of three years and Shri Navin C. Shah (DiN: 01415556) Shri Krishnacharya G.Akamanchi (DIN: 02354032) Smt. Priti P Savla (DIN: 00662996)for period of 5 yearsrespectively w.e.f. April 12019.

Shri Rushikesh Deole has been appointed as Company Secretary and Compliance Officer inplace of Shri Vibhav S. Ranade w.e.f. April 23 2019.

Except as stated above there is no change in the composition of the Board of Directorsand KMPs during the year under review.

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 Act andRegulation 16(b) of SEBI LODR Regulations. The terms and conditions of appointment of theIndependent Directors are placed on the website of the Company at the weblinkhttps://www.aartidrugs.co.in/independent-directors/

The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise and that they hold highest standards ofintegrity.

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 Act read with Rule 6of the Companies (Appointment & Qualification of Directors) Rules 2014.

Number of Meetings of the Board

During the year under review the Board of Directors met 5 (Five) 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 Act and the ListingRegulations.

FAMILIARISATION PROGRAMME

The Company has put in place a system to familiarize the Independent Directors aboutthe Company its products business operations in emerging markets Quality Control andon-going events relating to the Company. The details of such familiarization programmesimparted for Independent Directors are placed on the website of the Company https://www.aartidrugs.co.in/independent-directors/

BOARD EVALUATION

Pursuant to the provisions of Companies Act 2013 and the Listing Regulations theBoard of Directors has carried out an internal evaluation of its own performance BoardCommittees and Individual Directors. A structured questionnaire was prepared after takinginto consideration various aspects of the Board's functioning composition of the Boardand its Committees culture execution and performance of specific duties obligations andgovernance.

The performance of the Board and committees was evaluated by the Board on the basis ofdiscussion and above questionnaire. The performance evaluation of the IndependentDirectors was completed. The performance evaluation of the Chairman and Non-IndependentDirectors was carried out by the Independent Directors. The Board of Directors expressedtheir satisfaction with the evaluation process.

DISCLOSURES RELATED TO COMMITTEES & POLICIES

1. Audit Committee

The Audit Committee is constituted in conformity with the provisions of Section 177 ofthe Act and Regulation 18 of the Listing Regulations. The details regarding thecomposition terms of reference meetings and attendance of members of Audit Committee ofthe Company are disclosed in the report of Corporate Governance which forms part of thisAnnual Report.

During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Audit Committee.

2. Nomination & Remuneration Committee

The Nomination & Remuneration Committee of Directors is constituted in accordancewith the requirements of Section 178 of the Act and Regulation 19 of the ListingRegulations. The details regarding composition term of references powers functionsscope meetings and attendance of members are included in Corporate Governance Reportwhich forms part of the Annual Report.

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.

3. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted in accordance with theprovisions of Section 178 of the Act and Regulation 20 of the Listing Regulations.

The details regarding composition term of references powers functions scopemeetings and attendance of members are included in Corporate Governance Report whichforms part of the Annual Report.

4. Corporate Social Responsibility Committee (CSR)

As per the provisions of Section 135 of the Act read with Companies (Corporate SocialResponsibility Policy) Rules 2014 the Board of Directors has constituted a CSR

Committee and the Board of Directors of the Company has approved CSR Policy based onthe recommendations of the CSR Committee.

The CSR Policy is available on the Company's website on the weblinkhttps://www.aartidrugs.co.in/policies-and- related-documents/

Your Company actively contributes to the following segments -

• Education & Skill Development

• Healthcare

• Disaster relief and rehabilitation

• Social Welfare

• Rural Development

• Women Empowerment

• Water conservation and environment

Your Company through Aarti Foundation and various other NGOs has been doing work inthese segments. Many of our Pilot projects had been appreciated by various NGOs 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.

During the year under review the Company was required to spend Rs. 232.66 Lakhs(including Rs. 0.92 Lakhs unspent amount of previous year) on CSR Activities. However theCompany has actually spent Rs. 217.67 Lakhs on CSR Activities during the year. Rs. 15Lakhs remained unspent on account of change in project cost. This unspent amount has beencarried forward to next year. The Company is constantly evaluating various projects tofulfil its obligations towards the society.

The Annual Report on CSR activities is annexed as "Annexure - A" and forms anintegral part of the Report.

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

Your Company recognizes its 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 which reflects in the Company's policy programs and developmentefforts. As on March 312020 the Company had 1233 permanent employees at itsmanufacturing plants and administrative office. Your Company is committed to build andstrengthen our human capital by defining policies that support their growth goals andhelp them achieve excellence.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

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. The Policyframed by the Company in this regard provides for protection against sexual harassment ofwomen 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 the Complaints during the FY 2019-20 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

PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given in annexure and forms part of this report.However as per the provisions of the section 136(1) of the Act this Report is sent tothe shareholders excluding the said information. Any shareholder interested in obtainingsuch particulars may write to the Company Secretary at the Registered Office of theCompany.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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.

AUDITORS

a) Statutory Auditor

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 approved theappointment of M/s Kirtane & Pandit LLP Chartered Accountants (Firm Registration No:105215W/ W100057) for a term of 4 years to hold office till the conclusion of 38th AnnualGeneral Meeting As per the provisions of Section 139 of the Act they have confirmed thatthey are not disqualified from continuing as Auditors of the Company

Auditors Report for the year under review forms the part of this Annual Report. TheAuditors has not reported any frauds to the Audit Committee under Section 143(12) of theCompanies Act 2013.

b) Cost Auditor

M/s. GMVP & Associates LLP were appointed as Cost Auditor by the Company underSection 148(5) read with Section 141 of the Act. Shareholder's approval is being soughtfor ratification of the Remuneration proposed to be paid to M/s. GMVP & Associates LLPCost Auditor of the Company in respect of Cost Audit for the financial year ended March31 2021 as mentioned in the Notice convening 35th AGM.

The due date for filing the Cost Audit Reports in XBRL mode for the financial yearended March 31 2019 was September 27 2019 and the Cost Audit Report was filed on October12019. The due date for filling the cost audit report for the financial year ended March31 2020 is September 27 2020.

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

c) Secretarial Auditor

Pursuant to provisions of Section 204(1) of the Act and Regulation 24A of the ListingRegulations the Secretarial Audit Report for the financial year ended March 31 2020issued by CS Sunil M. Dedhia of Sunil M. Dedhia & Co. Practicing Company Secretariesand the Secretarial Auditor of the Company is annexed as "Annexure - D". Duringthe year under review the Secretarial Auditor had not reported any fraud under Section143(12) of the Act.

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

There are no qualification reservation or adverse remark or disclaimer made by theAuditor in their report. As regards observations of the Statutory Auditors and theSecretarial Auditor in their respective reports in respect to unpaid/ unclaimed dividend/shares required to be credited/ transferred to IEPF it is clarified that delay in credit/transfer of unpaid/ unclaimed dividend/ shares have occurred due to technicaldifficulties.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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.

In addition to the existing system for internal adequacy and controls the Company hasdevised an automated structured Compliance Management System (CMS) that brings togetherall regulatory requirements under one integrated framework. Through this automatedframework users get regular reminders for compliance and at the same time it also enablesthe checker to track the compliance. Apart from the many other additional features itprovides a comprehensive view of compliance levels and performance across the entireorganization through customised reports with accuracy and authenticity.

The Company has appointed M/s. Raman S. Shah & Associates Chartered Accountantsas an Independent Internal Auditors who periodically audits the adequacy and effectivenessof the internal controls laid down by the management and suggests improvements. Thisensures that all Assets are safeguarded and protected against loss from unauthorized useor disposition and that the transactions are authorised recorded and reported diligently.Your Company's internal control systems commensurate with the nature and size of itsbusiness operations. Internal Financial Controls are evaluated and Internal Auditors'Reports are regularly reviewed by the Audit Committee of the Board.

BUSINESS RISK MANAGEMENT

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 hasconstituted a Risk Management Committee consisting of Shri Prakash M. Patil (Chairman)Shri Rashesh C. Gogri Shri Harshit M. Savla Shri Harit P. Shah Shri Uday M. Patil ShriAdhish P. Patil and Shri Dhanaji L. Kakade. Main object of the committee is tocontinuously identify evaluate and take appropriate measures to mitigate various elementsof risks.

SAFETY HEALTH AND ENVIRONMENT

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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-linkhttps:// www.aartidrugs.co.in/policies-and-related-documents/

All related party transactions that were entered into during the FY 2019-20 were on anarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large.

All related party Transactions are presented to the Audit Committee. Omnibus approvalis obtained for the transactions which are repetitive in nature. A statement of allrelated party transactions is presented before the Audit Committee on quarterly basisspecifying the nature value and terms and conditions of transactions.

The details of Related party transactions are provided in the accompanying financialstatements.

Since all related party transactions entered into by the Company were in ordinarycourse of business and were on an arm's length basis Form AOC-2 is not applicable toCompany.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism and Whistle Blower Policy for itsDirectors and employees to report concerns about unethical behaviour actual or suspectedfraud actual or suspected leak of UPSI or violation of Company's Code of Conduct. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism 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.aartidrugs.co.in/ policies-and-related-documents/

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Pursuant to the provisions of Section 186 of the Act the details of Loans Guaranteesand Investments made by the Company as at March 312020 are given in the notes to theFinancial Statements.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Actand the Companies (Acceptance of Deposits) Rules 2014 and no amount on account ofprincipal or interest on public deposits was outstanding as on March 31 2020.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 as required under Section 92 of theCompanies Act 2013 is enclosed as "Annexure- B" and forms an integral part ofthe report.

Further the extract to the Annual Return of the Company can also be accessed on theCompany's website www.aartidrugs.co.in

SUBSIDIARY

At the beginning of the FY 2019-20 Company had one subsidiary namely Pinnacle LifeScience Private Limited.

During the year Company has incorporated the following Subsidiary Companies.

Name of Subsidiary City and Country of Incorporation Purpose of Incorporation
Pinnacle Chile SpA (95%) Santiago Chile For marketing the formulation drugs and participating the tender and private market in Chile.
Aarti Speciality Chemicals Limited (Wholly Owned Subsidiary) Mumbai India To carry on the business of manufacturers producers processors buyers sellers importers exporters and/or otherwise dealers in Speciality and other chemicals pharmaceuticals and drugs.
Pinnacle Life Science LLC (Wholly Owned Subsidiary) International Free Zone Authority (IFZA) Fujairah at United Arab Emirates (U.A.E.) To expand the business and explore the business opportunities in Middle East and North Africa.

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 - C".

During the year the Board of Directors reviewed the affairs of the Subsidiaries. Alsoin conformity with Section 134 of the Companies Act 2013 and Rule 8(1) of the Company(Accounts) Rules 2014 Note 33 of Consolidated Financial Statement cover the highlightsof performance of Subsidiaries and its contribution to the overall performance of theCompany during the year.

The Company does not have any Associate Company or Joint Venture. As per FinancialStatement for the year ended March 31 2020 Pinnacle Life Science Private Limited hasbeen classified as the material subsidiary as it fulfills the criteria given underRegulation 16(1)(c) of the Listing Regulations. A policy on Material Subsidiaries had beenformulated and is available on the website of the Company at the web linkhttps://www.aartidrugs.co.in/policies-and- related-documents/

CONSOLIDATED FINANCIAL STATEMENTS

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 2019-20 together with the Auditors'Report form part of this Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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 -E".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators/Courts/Tribunalswhich would impact the going concern status of the Company and its future operations.

DIRECTORS' RESPONSIBILITY STATEMENT

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 312020 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 312020 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 ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 read with IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ('the Rules') all unpaid orunclaimed dividends are required to be transferred by the Company to the IEPF establishedby the government of India after the Completion of seven years. Further according to therules the shares on which Dividend has not been paid or claimed by the Shareholders forseven consecutive years or more shall be transferred to the Demat account of the IEPFAuthority. Accordingly the Company has transferred the unclaimed and unpaid dividends andcorresponding shares as per the requirement of the IEPF Rules.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

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

GREEN INITIATIVE

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.

ACKNOWLEDGEMENT

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 co-operationextended 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
Sd/-
Prakash M. Patil
Place: Mumbai Chairman Managing Director & CEO
Date: May 15 2020 DIN: 00005618

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