You are here » Home » Companies » Company Overview » Aarti Industries Ltd

Aarti Industries Ltd.

BSE: 524208 Sector: Industrials
NSE: AARTIIND ISIN Code: INE769A01020
BSE 00:00 | 12 Aug 818.20 3.40
(0.42%)
OPEN

817.50

HIGH

823.90

LOW

808.85

NSE 00:00 | 12 Aug 818.35 3.00
(0.37%)
OPEN

815.20

HIGH

823.95

LOW

808.95

OPEN 817.50
PREVIOUS CLOSE 814.80
VOLUME 27691
52-Week high 1168.40
52-Week low 669.00
P/E 22.60
Mkt Cap.(Rs cr) 29,660
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 817.50
CLOSE 814.80
VOLUME 27691
52-Week high 1168.40
52-Week low 669.00
P/E 22.60
Mkt Cap.(Rs cr) 29,660
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Aarti Industries Ltd. (AARTIIND) - Director Report

Company director report

To

the Members of

AARTI INDUSTRIES LIMITED

Your Board of Directors ("Board") are pleased to present thisThirty Eighth Annual Report of your Company ("the Company" or "AartiIndustries Limited") together with the Audited Statement of the Company for theFinancial year ended March 31 2021.

Financial Results

Rs.' in Crores

. . STANDALONE CONSOLIDATED
2020-21 2019-20 2020-21 2019-20
Total Income from Operations (Gross) 4808 4408 5023 4621
EBIDTA 935 930 982 977
Depreciation & Amortisation 218 173 231 185
Profit from Operations before Other Income Finance Costs and Exceptional Items 716 757 750 792
Other Income 2 11 1 9
Profit before Finance Costs 718 768 751 801
Finance Costs 86 122 86 125
Profit before Tax 632 646 665 676
Total Tax Expenses 119 123 129 129
Non-controlling Interest - - (12) (11)
Net Profit for the period 514 523 523 536
Other Comprehensive Income (net of taxes) 40 (56) 48 (57)
Total Comprehensive income for the year 554 467 571 479
Earnings Per Share (Rs.) (Basic & Diluted) 29.47 30.04 30.04 30.77
Book Value Per Share (Rs.) 196 167 202 176

Financial Performance

Your Company reported Gross Total Income at ' 4808 Crores forFY 2020-21 as against ' 4408 Crores for FY 2019-20. Similarly the exports for theyear were at ' 2004 Crores for FY 2020-21 as against ' 1841 Crores for FY2019-20.

Your Company's Earnings Before Interest Depreciation and Taxesstood at ' 935 Crores in FY 2020-21 as compared to ' 930 Crores in FY2019-20 registering a growth of 0.54%. Likewise Profit Before Tax stood at ' 632Crores in FY 2020-21 as compared to ' 646 Crores in FY 2019-20.

Likewise Net Profit after Tax & Deferred Tax stood at ' 514Crores in FY 2020-21 as compared to ' 523 Crores in Financial Year 2019-20.

Likewise the Consolidated Total income for FY 2020-21 was at '5023 Crores as compared to ' 4621 Crores for FY 2019- 20 and exports for FY2020-21 was ' 2188 Crores v/s ' 1966 Crores for FY 2019-20.

On a Consolidated basis your Company's Earnings Before InterestDepreciation and Taxes stood at ' 982 Crores in FY 2020-21 as compared to '977 Crores in FY 2019-20 registering a growth of 0.51%. Similarly Net Profit afterconsolidation stood at ' 523 Crores in FY 2020-21 as compared to ' 536Crores in FY 2019-20.

Dividend

During the year the Company has paid an Interim Dividend of '1.50 (@ 30%) per share.

Your Directors recommend a final Dividend of ' 1.50 (@ 30%) pershare aggregating to a total Dividend of ' 3.00 (@ 60%) per share (of ' 5each) for the financial year 2020-21 resulting a total payout ' 80.51 Crores(Previous Year: ' 60.98 Crores).

The dividend payout is in accordance with the Dividend DistributionPolicy which is available on the website of the Company.

Dividend Distribution Policy

As per Regulation 43A of the Listing Regulations the top 1000 listedcompanies shall formulate a dividend distribution policy. Accordingly the policy wasadopted to set out the parameters and circumstances that will be taken into account by theBoard in determining the distribution of dividend to its shareholders and/or retainingprofits earned by the company. A policy is available on the website of the Company and theweb link thereto is: https://www.aarti-industries.com/investors/ GetReport?strcontid=b22bcY6v1CAOIQI 33MM

Transfer to Reserves

Your Company has transferred ' 51.50 Crores to General Reserve(Previous Year: ' 52.50 Crores).

Change in Share Capital

During the year 2020-21 there was no change in the authorised and paidup share capital of the Company.

Authorized Share Capital

Pursuant to an approval of the members given during the Extra- OrdinaryGeneral Meeting held on June 14 2021 the authorised share capital was increased from'1150751600 (Rupees One Hundred Fifteen Crores Seven Lakhs Fifty One Thousand and SixHundred) to ' 3000000000/- (Rupees Three Hundred Crores Only) by creation ofadditional 369849680 (Thirty Six Crore Ninety Eight Lakhs Forty Nine Thousand SixHundred Eighty) equity shares of ' 5/- each.

As on the date of this report the Authorised Share Capital of theCompany stands at ' 3000000000 (Rupees Three Hundred Crores Only) divided into600000000 (Sixty Crores) equity shares of ' 5/-each.

Paid Up Share Capital Bonus Shares @ 1:1

The Company on June 24 2021 has allotted 174234474 nos. of fullypaid up Equity Shares of ' 5/- each in the proportion of 1:1 [i.e. One Bonus EquityShare(s) of nominal value ' 5/- each for every 1 (One) Equity Share(s) of nominal value of' 5/- each held by the Shareholders as on record date (i.e. June 23 2021)]. Pursuant tothe said allotment of Equity Shares the paid-up share capital of the Company increasedfrom ' 871172370 consisting of 174234474 Equity Shares to ' 1742344740consisting of 348468948 Equity Shares.

Qualified Institution Placement @ ' 855 per share

The Company on June 30 2021 has allotted 14035087 nos. of fullypaid up Equity Shares of ' 5/- each at a premium of ' 850 per Share through QualifiedInstitution Placement (QIP). Pursuant to the allotment of said Equity Shares the paid-upequity share capital of the Company increased from ' 1742344740 consisting of348468948 Equity Shares to ' 1812520175 consisting of 362504035 Equity Shares.

Apart from the above there was no change in the Share Capital.

The Company has neither issued shares with differential rights as tothe dividend voting or otherwise nor issued sweat equity shares. There is no scheme foremployee stock option or provision of money for shares to the Employees or Directors ofthe Company.

Corporate Social Responsibility

Your Company through Aarti Foundation and Dhanvallabh Charitable Trust- Our CSR arms undertake community interventions to enhance the lives of the communities.Besides our direct involvement we partner with numerous implementing agencies to carryoutneed assessment and make impactful interventions. Our Focus areas during the year hasbeen;

• Cluster & Rural Development

• Education & Skill Development

• Childcare & Healthcare Facilities

• Women Empowerment & Livelihood Opportunities

• Disaster Relief & Rehabilitation

• Eradication of Hunger & Poverty

• Water Conservation & Environment

• Research & Development work for upliftment of Society

The detailed policy on Corporate Social Responsibility is available onthe website of the Company on the web link thereto is: https://www.aarti-industries.com/investors/GetReport?strcont id=rQxVNykXxIkOIQL33MM

A brief note on various CSR initiatives undertaken during the year ispresented in this Annual report. CSR annual report is annexed as Annexure-A andforms an integral part of the Report.

Related Party Transactions

The Company has a Policy on Materiality of Related Party Transactionand dealing with Related Party Transaction which is uploaded on the Company's websiteat the web- link given below:

 

https://www.aarti-industries.com/investors/ GetReport?strcontid=TNJu6Gnbr7sOIQI 33MM

All related party transactions that were entered into during the FY2020-21 were on arm's length basis and were carried out in the ordinary course of thebusiness. There are no materially significant related party transactions made by theCompany with Promoters Key Managerial Personnel or other Designated Persons which mayhave potential conflict with interest of the Company at large.

The related party transactions are approved by the Audit Committee.Omnibus approval is obtained for the transactions which are foreseen and repetitive innature. A statement of related party transactions is presented before the Audit Committeeon quarterly basis specifying the nature value and terms and conditions of transactions.A report of factual findings arising out of the accepted procedures carried out in regardto transactions with Related Parties is given by the Statutory Auditors on quarterly basisand the same is placed before the Audit Committee.

The details of related party transactions are provided in theaccompanying financial statements.

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

Deposits

The Company has not accepted any deposits from the public and as suchno amount on account of principal or interest on deposits from the public was outstandingas on the date of Balance Sheet.

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

Particulars of Loans Guarantees Investments and Securities

Particulars of loans given investments made guarantees given andsecurities provided during the year under review and as covered under the provisions ofSection 186 of the Companies Act 2013 have been disclosed in the notes to the standalonefinancial statements forming part of the Annual Report.

Material Developments in Human Resources/Industrial Relations Frontincluding number of people Employed

It was a year of letting go of the age-old traditional methods of doingbusinesses and managing people in exchange of embracing a new and technologically advancedapproach. Year 2020-21 thus presented a completely new opportunity to overhaul theexisting system within organisations and implement modern value-based systems.

At Aarti nurturing talent is one of our cultural attributes. We arecommitted to help our employees identify their strengths and development areas and guidethem in reaching their maximum potential. Aarti's Talent Management Framework focuseson identifying nurturing and developing the talent in the organisation and helping themfulfil their potential. The framework equips them with the knowledge skills andabilities to contribute in the company's business objectives and grow in the bargain.During the year various developments were undertaken a few of them includes;

Aayam: Expanding Horizons

An unique organisational transformation and leadership developmentinitiative has helped to create unimaginable breakthroughs elevate leadership andstrengthen organisational values. We have also created new robust processes resolvedissues and built an environment for high performance.

Gurukul - leaders create leaders' is an initiative which wasstarted with the objective of creating the future leaders for the organisation; leaderswho will lead the organisation towards unimaginable breakthroughs.

VOICE Co-create Drive Change

One of the dimensions of Aarti Engaging Leader Framework is 'Listening& Speaking Powerfully'. 'Voice - Co-create Drive Change' is yet anotherendeavour to enable this by providing a mechanism through which the voice of all employeescan be heard.

Gyan Sandhi and Aarti TALKS

Aarti Industries Limited believes in knowledge sharing and sharedlearning as it helps in developing collaboration among the peers helps in synthesisingmultiple viewpoints and also learning from peer's experiences.

Pehal (Town hall Meeting)

A town hall meeting is an organisation-wide meeting in which themanagement keeps their team updated about important information. It helps in promotingteamwork and collaborations.

Industrial Relations have been Cordial during the year throughbenchmarked people policies and practices to ensure high employees' morale. As onMarch 31 2021 the Company had 7111 permanent employees at the manufacturing facilitiesand administrative offices.

Particulars of Employees

The statement containing particulars of employees as required underSection 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given in an Annexureand forms part of this report.

In terms of Section 136(1) of the Companies Act 2013 the Report andthe Accounts are being sent to the Members excluding the aforesaid 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.

Material changes and commitment if any affecting the financial positionof the company occurred between the end of the financial year to which this financialstatements relate and the date of the report

Except the change in Share Capital as stated above in this reportthere are no other material changes and commitments affecting the financial position ofthe Company occurred between the end of the Financial Year to which these financialstatements relate and the date of the report.

Consolidated Financial Statements

In accordance with the provisions of Companies Act 2013 (hereinafterreferred to as "the Act") Regulation 33 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafterreferred to as "Listing Regulations") and applicable Accounting Standards theAudited Consolidated Financial Statements of the Company for the FY 2020-21 together withthe Auditors' Report form part of this Annual Report.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies act 2013 readwith IEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 ('theRules') all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by the government of India after the Completion of sevenyears. Further according to the rules the shares on which Dividend has not been paid orclaimed by the Shareholders for seven consecutive years or more shall be transferred tothe Demat account of the IEPF Authority. Accordingly the Company has transferred theunclaimed and unpaid dividends of ' 3686098/-. Further 27445 corresponding shareswere transferred as per the requirement of the I EPF Rules.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return as on March 31 2021 is available in prescribed format on the Company'swebsite on www.aarti- industries.com

Subsidiary Companies

As on March 31 2021 the Company has 9 (Nine) direct subsidiariesnamely Aarti Corporate Services Limited Innovative Envirocare Jhagadia Limited AartiPolychem Private Limited Aarti Organics Limited Aarti Bharuch Limited Aarti SpechemLimited Aarti Pharmachem Limited Aarti USA Inc. and Alchemie (Europe) Limited and 2(Two) indirect subsidiaries namely Shanti Intermediates Private Limited Nascent ChemicalIndustries Limited both hold through Aarti Corporate Services Limited.

During the year under review Ganesh Polychem Limited ceased to beSubsidiary of the Company w.e.f March 17 2021 and became a jointly controlled entity with50% Shareholding.

The Company does not have any material subsidiary whose net worthexceeds 10% of the consolidated net worth of the Company in the immediately precedingaccounting year or has generated 10% of the consolidated income of the Company during theprevious Financial Year. A policy on material subsidiaries had been formulated and isavailable on the website of the Company and the web link thereto is: https://www.aarti-industries.com/investors/GetReport?strcont id=A8DuSuG1AT8OIQL33MM

During the year the Board of Directors reviewed the affairs of thesubsidiaries. In accordance with Section 129(3) of the Companies Act 2013 we haveprepared consolidated financial statements of the Company and all its subsidiaries whichform part of the Annual Report.

Further a statement containing salient features of the financialstatement of our Subsidiaries/Jointly controlled entity in the prescribed format AOC-1 isincluded in the Report as Annexure-C and forms an integral part of this Report.

Directors and Key Managerial Personnel (KMP)

In accordance with the prevailing provisions of the Section 149 of theCompanies Act 2013 read with Regulation 17 of the Listing Regulations as amended fromtime to time as on March 31 2021 the Board of Directors comprises of Sixteen Directors(with Eight Executive Directors and Eight Independent Directors).

Shri Ramdas M. Gandhi Independent Director of the Company left forheavenly abode on July 16 2021. He was on the Board of the Company since January 291990. The Company places on record appreciation for his guidance mentoring andcontribution to the growth of the Company throughout his tenure.

At 37th AGM held on September 212020 Shri Narendra J. Salvi (DIN:00299202) has been appointed as the Executive Director for a period of five years w.e.f.April 1 2020.

In accordance with the provisions of Section 152 of Companies Act2013 Shri Parimal H. Desai (DIN: 00009272) and Smt. Hetal Gogri Gala (DIN: 00005499)Executive Directors of the Company are liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer themselves for re- appointment. The Boardrecommends their re-appointment for the consideration of the Members.

The existing term of the Managing Director Shri Rashesh C. Gogri (DIN:00066291) will come to an end on June 8 2022. Based upon the performance evaluationrating merits and recommendation of Nomination and Remuneration Committee of the Boardyour Directors recommend his re-appointment for a further period of Five years effectivefrom June 9 2022.

Pursuant to Regulation 36 of the Listing Regulations read withSecretarial Standard-2 on General Meetings a brief profile of the Directors proposed tobe Re-appointed is made available as an Annexure to the Notice of the Annual GeneralMeeting.

None of the Directors of the Company are disqualified or as per SEBIorder debarred from being appointed / re-appointed / holding position as Directors of theCompany.

Independent Directors

Statement on declaration given by independent directors undersub-section (6) of section 149

In accordance with Section 149 (7) of the Companies Act 2013 allIndependent Directors have given declarations that they meet the criteria of independenceas laid down under Section 149(6) of the Companies Act 2013 and Regulation 16 of theListing Regulations.

In the opinion of the Board Independent Directors fulfill theconditions specified in Companies Act 2013 read with the Schedules and Rules issuedthereunder as well as Listing Regulations and are independent from Management and hold thehighest degree of integrity and are individuals who are experts in their respective fieldswith enormous experience.

All the Independent Directors of the Company have enrolled their namesin the online database of Independent Directors by Indian Institute of Corporate Affairsin terms of the recently introduced regulatory requirements.

Familiarisation Programme for Independent Directors

The Company has a Familiarisation programme for its IndependentDirector which is imparted at the time of appointment of an Independent Director on Boardas well as annually. During the year the Independent Directors of the Company werefamiliarised and the details of familiarisation programmes imparted to them are placed onthe website of the Company and the web link thereto is: https://www.aarti-industries.com/Upload/PDF/Fmiliarisation-Programme-FY-7070-71.pdf

Key Managerial Personnel

During the year under review there was no change in the Key ManagerialPersonnel of the Company.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134(3)(c) of the Companies Act 2013:

a. That in the preparation of the annual financial statements for theyear ended March 31 2021 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any;

b. That the Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of theFinancial Year and of the profit and loss of the company for that period;

c. That the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the Assets of the Company and for preventing and detecting fraud andother irregularities;

d. That Directors have prepared the annual accounts on a going concernbasis;

e. The Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively;

f. The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Corporate Governance

Corporate Governance essentially involves balancing the interests of aCompany's stakeholders. The Company continues to nurture a culture of good governancepractices across functions offices and manufacturing facilities.

Your Company has complied with the mandatory Corporate Governancerequirements stipulated under the Listing Regulations. The separate Report on CorporateGovernance is annexed hereto forming part of this report. The requisite certificate fromKirtane & Pandit LLP Chartered Accountants is attached to the Report on CorporateGovernance.

Management's Discussion and Analysis Report

Pursuant to Regulation 34 read with Schedule V to the Securities andExchange Board of India (LODR) Regulations 2015 ("Listing Regulations")Management's Discussion and Analysis for the year under review is presented in aseparate section forming part of the Annual Report.

Business Responsibility Reporting (BRR)

The Listing Regulations mandate the inclusion of the BRR as part of theAnnual Report for top 1000 listed entities based on market capitalisation. BusinessResponsibility Reporting for the year under review as stipulated under Regulation 34 (f)of Listing Regulations read with SEBI Circular No. CIR/CfD/ CMD/10/2015 dated November 42015 is in a separate section forming part of the Annual Report.

Meetings

The Board of Directors met Five(5) times during the financial yearunder review. The details of the number of meetings of the Board held during the FinancialYear 2020-21 and the details of attendance of each Director at these meetings are providedin the Corporate Governance Report forming part of the Annual Report. The Maximum Gapbetween two meetings did not exceed 120 days as prescribed in the Companies Act 2013.

Annual Board Evaluation

Pursuant to the provisions of Companies Act 2013 and the ListingRegulations a structured questionnaire was prepared after taking into considerationvarious aspects of the Board's functioning composition of the Board and itsCommittees culture execution and performance of specific duties obligations andgovernance.

The performance of the Committees and Independent Directors wereevaluated by the entire Board of Directors except for the Director being evaluated. Theperformance evaluation of the Chairman Non-Independent Directors and Board as a whole wascarried out by the Independent Directors. The Board of Directors expressed theirsatisfaction with the outcome of evaluation and the process followed thereof.

Nomination and Remuneration Policy

Your Company has in place a nomination and remuneration policy whichlays down a framework in relation to remuneration of Directors Key Managerial Personneland Senior Management of the Company. The policy also lays down criteria for selection andappointment of Board Members.

The details of this policy are given in the Corporate GovernanceReport.

Risk Management

In compliance with Regulation 21 of Listing Regulations Your Companyhas a Risk Management Committee consisting of Shri Rajendra Gogri (Chairman) Shri RasheshGogri Shri Bhavesh R. Vora Smt. Hetal Gogri Gala Shri Renil Gogri Shri Narendra J.Salvi Shri Chetan Gandhi and Shri Ajaykumar Gupta. The Committee through its dynamic riskmanagement framework continuously identifies evaluates and takes appropriate measures tomitigate/minimize various elements of risks.

Safety Health and Environment

Being a responsible organization we at Aarti Industries Limited (AIL)are committed to maintain the world-class standards of health safety security humanrights environment protection product quality and processes while conducting all ourbusiness operations services and expansion activities. To enable this AIL has created aculture of Aarti Engaging Leaders committed to live by Aarti Values of Care Integrityand Excellence and empowering everyone in the hierarchy to speak powerfully. Further tohave better implementation of our strategy we have realigned the structure oforganization into Pillar / Vertical / Group structure.

During FY 2020-21 We have implemented various elements under ourflagship initiative "By Employees Sustainability Assurance for Employees (BESAFE)" a mega initiative with objectives of 'Assurance on Complete Health Check ofthe Plants' and 'Zero-Harm'. With help of these we have succeeded in bringingbehavioural change amongst our people.

Furthermore we have developed and implemented several ProcessInitiative Common (PICs) with specific objectives. Some of the focus areas are eliminationof exposure to hazardous chemicals reduction of electrical incidents to zero achievementof zero leakage status etc. In addition to PICs we have also designed and adoptedguidelines and Standard Operating Procedures (SOPs) to minimize discretionary actionswhich may lead to accidents and hazards. Such standardizations have strengthened ourefforts towards environment health & safety.

Responsible Care

Our robust performance on EH&S has led to our success in gettingResponsible Care (RC) logo. RC is a global chemical manufacturing industry'senvironmental health safety and security performance initiative. RC logo is not only anendorsement of our exemplary EH&S practices but also it shall help us in improving ourenvironmental health safety and security (EHS&S) performance for facilitiesprocesses and products throughout the entire operating system through its guidingprinciples.

EcoVadis

Our significant efforts in improving our ESG performance has led toachieving gold medal in EcoVadis CSR assessment placing AIL among the top 5 percent ofcompanies assessed by EcoVadis.

Compliance Management System

At AIL we are committed to achieve 100% compliance. We have adopted athird-party managed IT-based Compliance Management System. It has a repository of allapplicable regulations and requisite compliances. It has an in-built alert system thatintimates concerned personnel about upcoming compliances. Last year we added a module on'License Management' into our compliance management system. Newly added licensemanagement system helps us in tracking the validity and renewal process of all applicablelicenses. We initiate the license renewal process 90 days in advance to avoid any delays.

Zero Liquid Discharge

As a responsible organization we are committed to protect and preventthe environment. Efficient usage of water is of high priority to us making it a highmaterial topic for us and our delighted stakeholders. Towards reducing our waterfootprint we are focussing on 3R (Reduce Reuse & Recycle) and strategizing toachieve zero-liquid discharge (ZLD) for our facilities. Currently 14 of our manufacturingsites have ZLD facilities. Further we have planned to achieve 100% ZLD status within thenext 3 years. We have adopted a proactive approach for ZLD and incorporated it in theconceptualisation & designing phase of new projects.

COVID Management

Continuation of plant activities during COVID-19 pandemic was achallenging task. We adopted new norms of social distancing workplace hygiene and shiftmanagement to eliminate exposure and spread of COVID-19. We undertook several initiativesto manage the pandemic situation; some of these are mentioned below:

• Commitment for abiding with COVID-19 precautions byincorporating it in Safety Pledge

• Arrangement of shelter and food for workers and their families

• Dedicated panel of doctors along with one specialist doctor forproviding medical aid to all employees

• Assuring Emotional & Mental well-being of employees through"ANAHATA" initiative

• Intensive COVID-19 testing for our employees

• Periodical sanitization of workplace

• Provision of immunity boosters to our workers and employees

• Providing all possible supports to employees with COVID-19disease

• Providing transport facilities to employees and workers

In addition to these we have developed COVID-19 management plans forvarious scenarios segregated into L-1 L-2 and L-3 levels. Based on our robustpreparedness and responsiveness we successfully ensured business continuity duringCOVID-19 pandemic.

Reliability

We have initiated an Operational Excellence journey with focus toimprove reliability. Initiatives like OEE (Overall Equipment Effectiveness) improvementQuality Circles Autonomous maintenance and through investigation of T-IHC (Throughput-Incident of High Consequence) deviation have resulted in improvement in reliabilitythrough involvement of the associate family and in turn benefited in achieving our safetyand sustainability objectives.

Some of the initiatives in this regard as briefed below:

Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism and Whistle Blower Policyfor its Directors and employees to report concerns about unethical behaviour actual orsuspected fraud actual or suspected leak of UPSI or violation of Company's Code ofConduct. It also provides for adequate safeguards against the victimisation of employeesand allows direct access to the chairperson of the audit committee in exceptional casesThe said policy has been posted on the website of the Company and the web link thereto is:https:// www.aarti-industries.com/investors/GetReport?strcontid=ZMPluse33MMnrACtosYOIQL33MM

The Company affirms that no person has been denied access to the AuditCommittee Chairman.

Statutory Auditors

In accordance with the provisions of Section 139 of the Companies Act2013 Kirtane & Pandit LLP. Chartered Accountants (Firm Registration No:105215W/W100057) were appointed as Statutory Auditor of your Company at the 35th AnnualGeneral Meeting for a term of 4 years to hold office from that meeting till theconclusion of 39th Annual General Meeting to be held in 2022. As per the provisions ofSection 139 of the Act they have confirmed that they are not disqualified from continuingas Auditors of the Company.

Auditors' Report

There are no qualifications reservations or adverse remarks ordisclaimer made by the Auditor in their report. The Auditors of the Company have notreported any instances of fraud committed against the Company by its officers or employeesas specified under Section 143(12) of the Companies Act 2013.

Cost Auditors

In terms of the Section 148 of the Companies Act 2013 read with theCompanies (Cost Record and Audit) Rules 2014 the Company is required to maintain costaccounting records and have them audited every year.

The Board has appointed Ketaki D. Visariya Cost Accountants(Membership No.16028) as the Cost Auditors of the Company for FY 2021-22 under Section 148and all other applicable provisions of the Act.

The remuneration payable to the Cost Auditor is required to be placedbefore the Members in a General Meeting for their ratification. Accordingly a resolutionfor seeking Member's ratification for the remuneration payable to Ketaki D. VisariyaCost Accountants is included at Item No. 7 of the notice convening the Annual GeneralMeeting.

The Company has maintained cost records as specified under section148(1) of the Act.

Secretarial Auditor & their Report

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

Pursuant to provisions of Section 204(1) of the Companies Act 2013 andRegulation 24A of the Listing Regulations the Secretarial Audit Report for the financialyear ended March 31 2021 issued by CS Sunil M. Dedhia (COP No. 2031) Proprietor of SunilM. Dedhia & Co. Company Secretary in Practice and the Secretarial Auditor of theCompany is annexed as Annexure - B 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.

There is no qualification reservation or adverse remark or disclaimermade by the Auditor in their report. As regards the observations of the SecretarialAuditor in their Report the same is self explanatory and need no further clarifications.

Internal Control Systems and their adequacy

Your Company has clearly laid down policies guidelines and proceduresthat form part of internal control systems which provide for automatic checks andbalances. Your Company has maintained a proper and adequate system of internal controls.The Company has appointed Shri Rakesh Pandey as an Internal Auditor who periodicallyaudits the adequacy and effectiveness of the internal controls laid down by the managementand suggests improvements. This ensures that all Assets are safeguarded and protectedagainst loss from unauthorised use or disposition and that the transactions areauthorised recorded and reported diligently. Your Company's internal control systemscommensurate with the nature and size of its business operations. Internal FinancialControls are evaluated and Internal Auditors' Reports are regularly reviewed by theAudit Committee of the Board.

Statutory Auditors Report on Internal Financial Controls as requiredunder Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct") is annexed with the Independent Auditors' Report.

Secretarial Standards Compliance

During the year under review the Company has complied with all theapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand approved by the Central Government pursuant to Section 118 of the Companies Act 2013.

Number of cases filed if any and their disposal under section 22 ofthe sexual harassment of women at work place (prevention prohibition and redressal) act2013

Your Company is fully committed to uphold and maintain the dignity ofevery woman working with the Company. The Company has Zero tolerance towards any action onthe part of any 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 redresscomplaints received regarding sexual harassment. Details of Internal Complaints Committee.

Status of the Complaints 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 and resolved 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 theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

Conservation of energy technology absorption foreign exchangeearnings and outgo

The particulars relating to conservation of energy technologyabsorption foreign exchange earnings and outgo required under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 asamended from time to time are provided in Annexure-D to this report.

Significant and material orders passed by the regulators or courts

There are no significant material orders passed by theRegulators/Courts which would impact the going concern status of the Company and itsfuture operations.

Acknowledgement

The Board of Directors places on record its sincere appreciation forthe dedicated services rendered by the employees of the Company at all levels and theconstructive cooperation extended by them. Your Directors would like to express theirgrateful appreciation for the assistance and support by all Shareholders GovernmentAuthorities Auditors financial institutions Customers employees suppliers otherbusiness associates and various other stakeholders.

.