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Aarti Industries Ltd.

BSE: 524208 Sector: Industrials
NSE: AARTIIND ISIN Code: INE769A01020
BSE 00:00 | 18 Jun 1775.15 -36.30
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NSE 00:00 | 18 Jun 1770.35 -41.45
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VOLUME 59454
52-Week high 1887.65
52-Week low 850.95
P/E 60.24
Mkt Cap.(Rs cr) 30,930
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1818.00
CLOSE 1811.45
VOLUME 59454
52-Week high 1887.65
52-Week low 850.95
P/E 60.24
Mkt Cap.(Rs cr) 30,930
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 this Thirty SeventhAnnual Report of your Company ("the Company" or "Aarti IndustriesLimited") and the Audited Statement of Accounts for the year ended March 31 2020.

Financial Results

(Rs in Crs.)
STANDALONE CONSOLIDATED
Particulars 2019-20 2018-19 2019-20 2018-19
Total Income from Operations (Gross) 4408 4548 4621 4706
EBIDTA 930 917 977 965
Depreciation & Amortisation 173 151 185 163
Profit/(Loss) from Operations before Other Income Finance 757 766 792 802
Costs and Exceptional Items
Other Income 11 4 9 2
Profit before Finance Costs 768 770 801 804
Finance Costs 122 179 125 182
Profit before Tax 646 591 676 622
Total Tax Expenses 123 110 129 118
Non-controlling Interest - - (11) (12)
Net Profit for the period 523 481 536 492
Earnings Per Share (Rs) 30.04 59.10 30.77 60.39
Book Value Per Share (Rs) 167 295 176 313

Financial Performance

Your Company reported Gross Total Income at Rs4408 Crores for FY 2019-20 as againstRs4548 Crores for FY 2018-19.

Similarly the exports for the year were at Rs1841 Crores for FY 2019-20 as againstRs1833 Crores for FY 2018-19.

Your Company's Earnings Before Interest Depreciation and Taxes stood at Rs930 Crores inFY 2019-20 as compared to

Rs 917 Crores in FY 2018-19 registering a growth of 1.42%.

Likewise Net Profit Before Tax rose by 9.31% to Rs646 Crores in FY 2019-20 as comparedto Rs591 Crores in FY 2018-19.

Likewise Net Profit after Tax & Deferred Tax also grew 8.73% to Rs523 Crores in FY2019-20 as compared to Rs481 Crores in Financial Year 2018-19.

Likewise the Consolidated Total income for FY 2019-20 was at Rs4621 Crores as comparedto Rs4706 Crores for FY 2018-19 and exports for FY 2019-20 was Rs1966 Crores v/s Rs1977Crores for FY 2018-19.

On a Consolidated basis your Company's Earnings Before

Interest Depreciation and Taxes stood at Rs977 Crores in FY 2019-20 as compared toRs965 Crores in FY 2018-19 registering a growth of 1.24%. Similarly Net Profitconsolidation grew by 8.94% to Rs536 Crores in FY 2019-20 as compared to Rs492 Crores inFY 2018-19.

Dividend

Your Company has a steady dividend payment history and considering the financialperformance for the FY 2019-20 your Directors are pleased to recommend a Final Dividendof Rs1/- (@ 20%) per share (of Rs5/- each) for the FY 2019-20 aggregating to the TotalDividend (including interim dividend) of Rs3.50 paise (@ 70%) per share (of Rs5/- each)for the FY 2019-20 compared to the Total Dividend of Rs11/- (@ 220%) per share (of Rs5/-each) for the FY 2018-19. During the Financial Year your Directors had declared and paidInterim Dividend of Rs 2.5/- (@ 50%) per share (of Rs5/- each). The total amount ofDividend pay-out for the year would be Rs60.98 Crores (Previous Year: Rs95.30 Crores).

The dividend payout is in accordance with the Dividend

Distribution Policy which is available on the website of the Company.

Dividend Distribution Policy

As per Regulation 43A of the Listing Regulations the top

500 listed companies shall formulate a dividend distribution policy. Accordingly thepolicy was adopted to set out the parameters and circumstances that will be taken intoaccount by the Board in determining the distribution of dividend to its shareholders and/or retaining profits earned by the company. A policy is available on the website of theCompany and the web link thereto is https://www.aarti-industries.com/media/investors/corporate_governance/1494923066_Dividend_ Distribution_Policy.pdf

Transfer to Reserves

Your Company has transferred Rs52.50 Crores to General Reserve (Previous Year: Rs47Crores).

Share Capital

During the year pursuant to the approval of NCLT Ahmedabad vide its order dated June10 2019 on the Composite scheme of Arrangement between the Company Aarti SurfactantsLimited and Nascent Chemical Industries Limited the Board in its meeting held on July 082019 approved the allotment of 448590 Equity Shares of Rs5 each to the shareholders of

Nascent Chemical Industries Limited as on July 05 2019. Pursuant to the said allotmentof Equity Shares the paid-up share Capital of the Company increased from Rs433343235consisting of 86668647 Equity Shares to Rs435586185 consisting of 87117237 EquityShares.

Additionally the Board in its meeting held on August 13 2019 approved and recommendedthe issue of Bonus shares. The shareholders approved the issue of Bonus Shares at theAnnual

General Meeting of Company held on September 16 2019. The Company allotted 87117237fully paid up Equity Shares of face value Rs5/- each in the proportion of 1:1 i.e. OneBonus Equity share(s) of nominal value Rs5/- each for every 1(One) Equity share(s) ofnominal value of Rs5/- each. The Bonus shares were credited to the eligible shareholdersas on the record date i.e. September 30 2019. Pursuant to the said allotment of EquityShares the paid-up share capital of the Company increased from Rs435586185 consistingof 87117237 Equity Shares to Rs871172370 consisting of 174234474 Equity Shares.

Apart from the above there were no changes in the Share

Capital during the Financial Year under review. The paid-up share Capital of theCompany as on March 31 2020 stood to Rs871172370/-.

Corporate Social Responsibility

Your company through Aarti Foundation & Dhanvallabh Charitable Trust and variousother NGOs has been doing work in following Segments:

• 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

Rural Education Water Conservation Tribal Welfare Agriculture Animal HusbandryHealth and Hygiene Disaster Relief and Rehabilitation Hunger and Poverty Eradication arethe main areas of focus in the social welfare plans of our CSR Activities. Many of ourPilot projects had been appreciated by various NGO's and Other Corporate Houses who havealso started adopting those models thereby multiplying the magnitude of the reach of thesesocial activities for the benefit of the Society at large.

The detailed policy on Corporate Social Responsibility is available on the website ofthe Company on the web link.

https://www.aarti-industries.com/media/investors/corporate_governance/1494923336_Corporate_Social_ Responsibility_CSR_Policy.pdf

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

CSR annual report is annexed as Annexure-A and forms an integral part of theReport.

Material developments in human resources / industrial relations front including numberof people employed.

Human Capital has witnessed significant transformation as we continue to leveragetechnology and digitization.

The Company's prime focus is on people development to ensure a strong leadershippipeline from within the organization. Multiple interventions are implemented to buildskills and leadership capabilities to make the company future-ready. The leadership teamhas undergone a rigorous assessment for identifying the development needs and a focused1-year development journey is designed to enhance the identified development areas. One ofthe Human Resource's key strategic objectives is to make Aarti Industries The Best Placeto Work and provide a world-class experience to all the employees. Employee wellbeingrelated interventions like Nirvana which focuses on the physical mental emotional &financial wellbeing of employees are designed and implemented. Employee assistance program- Anahata counseling services for employees and their family members to ascertain theirmental & emotional wellbeing is launched and is operational.

Endeavors are made to strengthen the culture of the company to enhance employeeengagement & satisfaction by programs like Aayam which emphasizes on developing AartiEngaging Leaders who live Aarti's Values Operate in a Natural State of Action &Nurtures Talent. Interventions are introduced to weave the Values in the daily lives ofemployees where they demonstrate Microleadership by the behaviors of Care

Integrity & Excellence.

The Company has inducted 150+ young professionals in multiple disciplines from 36 TopB & E schools across India with an objective to nurture these high energy individualsto create a long term pipeline. This group of young talent will be undergoing 6 monthsintensive development journey which will be comprising of multiple interventions likeinstructor lead training virtual learnings book reviews cross-functional projects &mentoring.

Cordial Industrial Relations have been established by introducing benchmarked peoplepolicies and practices to ensure high employee morale and uninterrupted production. Inaddition to this the Company has established Central services at Emerald officecomprising of Sustainability Technology and Project teams to bring efficiency inexecution.

As on March 31 2020 the Company had 6192 permanent employees at the manufacturingfacilities and administrative offices.

Nomination and Remuneration Policy

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 is 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.

Personnel

The statement containing particulars of employees as required under Section 197(12) ofthe Companies Act 2013 read with rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is given in an Annexure and forms part of thisreport.

In terms of Section 136(1) of the Companies Act 2013 the Report and the Accounts arebeing sent to the Members excluding the aforesaid Annexure. Any Member interested inobtaining a copy of the Annexure may write to the Company Secretary at the RegisteredOffice of the Company for a copy of it.

Material changes and commitment if any affecting the financial position of the companyoccurred between the end of the financial year to which this financial statements relateand the date of the report

There 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.

Meetings

The Board met 7 times during the financial year. The details of the number of meetingsof the Board held during the Financial Year 2019-20 forms part of the Corporate GovernanceReport. The Maximum Gap between two meetings did not exceed 120 days as prescribed in theCompanies Act 2013. The details of attendance of each Director at these meetings areprovided in the Corporate Governance Report.

Risk Management

In compliance with Regulation 21 of Listing Regulations Your Company has a RiskManagement Committee consisting of Shri Rajendra Gogri (Chairman) Shri Rashesh GogriSmt. Hetal

Gogri Gala Shri Renil Gogri Shri Narendra J. Salvi Shri Chetan

Gandhi and Shri Ajaykumar Gupta. The Committee through its dynamic risk managementframework continuously identifies evaluates and takes appropriate measures to mitigatevarious elements of risks.

Internal control systems and their adequacy

Your Company has clearly laid down policies guidelines and procedures that form partof internal control systems which provide for automatic checks and balances. Your Companyhas maintained a proper and adequate system of internal controls. The Company hasappointed an Internal Auditor who periodically audits the adequacy and effectiveness ofthe internal controls laid down by the management and suggests improvements. This ensuresthat all Assets are safeguarded and protected against loss from unauthorised use ordisposition 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.

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

Management's Discussion and Analysis Report

Pursuant to Regulation 34 read with Schedule V to the

Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") Management's Discussionand Analysis for the year under review is presented in a separate section forming part ofthe Annual Report.

Business Responsibility Reporting (BRR)

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 Listing Regulations read with SEBI Circular No. CIR/ CFD/CMD/10/2015 datedNovember 4 2015 is in a separate section forming part of Annual Report.

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') 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 Dividend has 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 of Rs3225653/-. Further 22583 corresponding shares were transferred as perthe requirement of the IEPF Rules.

Related Party Transactions

The Company has a Policy on Materiality of Related Party

Transaction and dealing with Related Party Transaction which is uploaded on theCompany's website at the web-link given below:

http://www.aarti-industries.com/media/investors/corporate_governance/1496727334_Related_Party_

Transaction_Policy.pdf

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 approval is obtained for the transactions which are foreseen andrepetitive in nature. A statement of all related party transactions is presented beforethe Audit Committee on quarterly basis specifying the nature value and terms andconditions 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's basis Form AOC 2 is not applicable toCompany.

Corporate Governance

Corporate Governance essentially involves balancing the interests of a Company'sstakeholders. The Company is committed to good corporate governance practices and theCorporate Governance practices of the Company are a reflection of its values policies andrelationship with our stakeholders.

Your Company has complied with the mandatory Corporate Governance requirementsstipulated under the Listing

Regulations. Report on Corporate Governance is annexed hereto forming part of thisreport. The requisite certificate from M/s Kirtane & Pandit LLP Chartered Accountantsis attached to the Report on Corporate Governance.

Annual Return

The details forming part of the extract of Annual Return in the Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in the report as Annexure-Band forms an integral part of the report.

Deposits

The Company has not accepted any deposits from the public and as such no amount onaccount of principal or interest on deposits from the public was outstanding as on thedate of Balance Sheet.

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

Particulars of Loans Guarantees or Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 forms part of the notes to the standalone financialstatement of the Company.

Annual Board Evaluation

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 culture executionand performance of specific duties obligations and governance.

The performance 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.

Subsidiary Companies

The Company as on March 31 2020 has 10 (Ten) direct subsidiaries namely AartiCorporate Services Limited Innovative Envirocare Jhagadia Limited Ganesh PolychemLimited Aarti Polychem Private Limited Aarti Organics Limited Aarti Bharuch LimitedAarti Spechem Limited Aarti Pharmachem Limited Aarti USA Inc. Alchemie Europe Limitedand 2 (Two) indirect subsidiaries namely Shanti Intermediates Private Limited NascentChemical Industries Limited both hold through Aarti Corporate Services Limited.

Of the above subsidiaries Aarti Organics Limited (Incorporated on November 22 2019)Aarti Bharuch Limited (Incorporated on November 22 2019) Aarti Pharmachem Limited(Incorporated on November 26 2019) Aarti Spechem Limited (Incorporated on November 272019) were incorporated as wholly owned subsidiary of the Company during the year. Duringthe year under review Aarti Surfactants Limited ceased to be wholly owned subsidiary ofthe Company.

The Company does not have any material subsidiary whose net worth exceeds 10% of theconsolidated net worth of the

Company in the immediately preceding accounting year or has generated 10% of theconsolidated income of the Company during the previous Financial Year. A policy onmaterial subsidiaries had been formulated and is available on the website of the Companyand the web link thereto is https:// www.aarti-industries.com/media/investors/corporate_governance/1494923294_Policy_for_determining_Material_ Subsidiary17.6.16.pdf

During the year the Board of Directors reviewed the affairs of the subsidiaries. Inaccordance with Section 129(3) of the Companies Act 2013 we have prepared consolidatedfinancial statements of the Company and all its subsidiaries which form part of theAnnual Report.

Further a statement containing salient features of the financial statement of ourSubsidiaries in the prescribed format AOC 1 is included in the Report as Annexure-Dand forms an integral part of this Report. The statement also provides the details ofperformance financial position of each of the Subsidiaries

There are no associate or joint venture companies within the meaning of Section 2(6) ofthe Companies Act 2013.

Consolidated Financial Statements

In accordance with the provisions of Companies Act 2013 (hereinafter referred to as"the Act") Regulation 33 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as"Listing Regulations") and applicable Accounting Standards the AuditedConsolidated Financial Statements of the Company for the FY 2019-20 together with theAuditors' Report form part of this Annual Report.

Directors / Key Managerial Personnel (KMP)

During the year under review the Company appointed Dr. Vinay Gopal Nayak (DIN:02577389) Shri Lalitkumar S. Naik (DIN: 02943588) as Independent Directors for a periodof 5 years effective from December 18 2018 and May 21 2019 respectively.

Additionally during the period under review Shri P. A. Sethi (DIN: 00004038) Shri KVSShyam Sunder (DIN: 00502621) Shri Bhavesh R Vora (DIN: 00267604) Independent Directorswere re-appointed for a second term of 5 years effective from September 24 2019.

During the year Shri Shantilal T. Shah Non-Executive Vice Chairman of the Companyleft for heavenlyabode on October 27 2019. Late Shri Shantilal T. Shah was the ViceChairman of the Company for more than two decades and the Company immensely benefittedfrom his vision and leadership.

His sad demise is an irreparable loss to the Company. The Board of Directors of theCompany express their deep condolences and pay tribute to late Shri. Shantilal T. Shah.

In accordance with the provisions of Section 152 of

Companies Act 2013 Shri Kirit Mehta (DIN: 00051703) and Shri. Manoj Chheda (DIN:00022699) Whole time Directors of the Company are liable to retire by rotation at theensuing Annual General Meeting and being eligible offer themselves for re-appointment. Abrief profile of them is annexed to the Notice convening the ensuing Annual GeneralMeeting.

The Board of Directors on recommendation of Nomination and Remuneration Committee hasappointed in its meeting held on February 12 2020 Shri Narendra Jagannath Salvi (DIN No:00299202) was appointed as an Additional Director in the category of Executive Directoreffective from April 01 2020. The Brief resume regarding his appointment at the ensuingAnnual General Meeting is given in the Notice convening the ensuing Annual GeneralMeeting.

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

During the year under review there were no changes in the Key

Managerial Personnel of the Company.

The Board is of the opinion all the Independent Directors hold highest degree ofintegrity and are individuals who are experts in their respective fields with enormousexperience. A few of Independent Directors of the Company who are required to appear andclear proficiency test are yet to appear for the same. However the same shall be carriedout before the time-line prescribed by the Companies Act 2013.

Statement on declaration given by independent directors under sub-section (6) ofsection 149

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 of the

Listing Regulations.

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. That in the preparation of the annual financial statements for the year ended March31 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive 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 the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe Assets of the Company and for preventing and detecting fraud and other irregularities;

d. That Directors have prepared the 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 systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Familiarisation Programme for Independent Directors.

The Company has a Familirsation programme for its Independent Director 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 and the details of familiarisation programmes imparted tothem are placed on the website of the Company and the web link thereto is

https://www.aarti-industries.com/media/investors/corporate_governance/1592995266_Familiarization_Programme_for_Independent_Dire_2ydUQaL.pdf

Significant and material orders passed by the regulators or courts

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

Safety Health and Environment

We at Aarti Industries Limited (AIL) are committed to maintain the world-classstandards of health safety security human rights environment protection productquality and processes while conducting all our business operations services andexpansion activities. AIL is strived to minimize risks related to health safetysecurity environment during design development manufacture handle store anddistribution phase of our products. In order to enhance HSE performance acrossorganization we are adapting advanced technology and digital tools and methodologies.During 2019-20 AIL has taken measures to protect the environment by preventing pollutionat the workplace & surrounding areas conserving natural resources minimization ofwaste at source reuse & recycling of resources and minimize environmental footprintacross the value chain. Monitoring and periodic review of the designed SHE ManagementSystem are done on a continuous basis through the Sustainability Council chaired byChairman and Managing Director.

Some of the initiatives in this regard as briefed below:

BE SAFE (By Employee Sustainability Assurance for Employee): As a responsibleorganization we are committed to ensure complete safety and wellbeing of our workforce.We subscribe to the best industry practices and global standards related to safe secureand sustainable workplace. To achieve the desired objectives we launched BE SAFE a megainitiative in April 2019 with an objective of ‘Assurance on Complete Health Check ofthe Plants'. The intended goal of the BE SAFE programme is ‘Assurance to Managementon Health Check of all Facilities - Zero Harm'. We intend to ingrain safety as a culturalattribute in our organization. In this endeavour we have adopted ‘BE SAFE' as astandard greeting message. Our leadership and all our employees religiously adhere to thisgreeting in their day-to-day interactions.

To reinforce the message of safety we organize a BE SAFE huddle (15 minutes) every dayin the evening that is attended by all personnel from all manufacturing units throughvideo conferencing. Till March 2020 we have conducted more than 200 BE SAFE Huddles andan average of 600+ personnel attends this huddle everyday. In this huddle learnings frommajor events success stories breakthroughs achieved are shared. In addition a Safetypledge is taken by all employees at the start of every shift.

Strengthen Aarti Management System: As a part of our

BE SAFE initiative we majorly focus on Aarti Management Systems (AMS) elements likeProcess Management Asset Management Operations Management Operations TrainingManagement of Change Pre-startup Safety Review General Plant Conditions Job ManagementDeviation management Behaviour based Safety Quality management General plant conditionOccupational health Emergency response

& crisis management plan factory compliance waste management etc.

Strengthen Compliance Management System: At AIL we are committed to have 100%compliance level. For this purpose we have adopted a third-party managed IT-basedCompliance Management System. It has a repository of all applicable regulations andrequisite compliances. It has an in-built alert system that intimates concerned personnelabout upcoming compliances. This system has helped us in achieving 100% compliance withapplicable regulations.

Systematic and well documented scale up procedure including risk assessment and processsafety study at each stage of development from R&D to Pilot to Commercial Scale toensure inherently safe processes has been developed.

Introduction of Internal HSE Audit: During FY 2019-20 we have developed InternalHSE audit protocol. As a part of this audit all our divisions were audited as percriteria of Legal aspect Together for Sustainability (TfS) protocol and AMS requirements.

Collaborative approach across value-chain: A well-managed supply chain helps inensuring certainty of supplies minimizing risks and reducing cost of operations. Thedisruptions caused by COVID-19 pandemic has reinforced the importance of supply chainsustainability. We have adopted a value-chain based approach towards supply chain. DuringFY 2019-20 we have adopted a supply chain sustainability programme and have developed aroadmap to achieve the desired objectives in the phased manner.

With these and various other initiatives your Company firmly places the SHE at the topof its goals and aims to provide a workplace which is safer and healthier for the societyat large.

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 victimisation 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 and theweb link thereto is

https://www.aarti-industries.com/investors/ corporategovernance/policies

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

Statutory Auditors

In accordance with the provisions of Section 139 of the

Companies Act 2013 the members at the 35th Annual General Meeting held on September21 2018 had approved the appointment of M/s Kirtane & Pandit LLP. CharteredAccountants (Firm Registration No: 105215W/ W100057) for a term of 4 years to hold officetill the conclusion of 39th Annual General Meeting As per the provisions of Section 139of the Act they have confirmed that they are not disqualified from continuing as Auditorsof the Company

Auditors' Report

There are no qualifications reservations or adverse remarks or disclaimer made by theAuditor in their report. The Auditors of the Company have not reported any instances offraud committed against the Company by its officers or employees as specified underSection 143(12) of the Companies Act 2013.

Cost Auditors

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 Ketaki D Visariya Cost Accountants (Membership No.16028)as the Cost Auditors of the Company for FY 2020-21 under Section 148 and all otherapplicable provisions of the Act.

The remuneration payable to the Cost Auditor is required to be placed before theMembers in a General Meeting for their ratification. Accordingly a resolution for seekingMember's ratification for the remuneration payable to M/s Ketaki D. Visariya CostAccountants is included at Item No 8 of the notice convening the Annual General Meeting.

Secretarial Auditor & Their Report

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.

The Secretarial Audit Report is included as Annexure-C and forms an integralpart of this Report. The Secretarial Audit Report does not contain any qualificationsreservations adverse remark or disclaimer. Secretarial audit report has observation withrespect to delay of ten days in crediting equity shares to IEPF. It is hereby clarifiedthat delay in credit was on account of technical error. During the year under review theSecretarial Auditor had not reported any fraud under Section

143(12) of the Act and therefore no details are required to be disclosed under Section134 (3)(ca) of the Act.

Number of cases filed if any and their disposal under section 22 of the sexualharassment of women at work place (prevention prohibition and 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. 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 the Complaints during the FY 2019-20 is as follows:

Particulars No. of Complaints
Number of Complaints pending as on beginning of NIL
the Financial Year
Number of Complaints filed and resolved during the 1
Financial Year
Number of Complaints pending as on the end of NIL
the Financial Year

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.

Conservation of energy technology absorption foreign exchange earnings and outgo

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo required under Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 as amended from time to timeare provided in Annexure E to this report.

Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2).

Acknowledgement

The Board of Directors places on record its sincere appreciation for the dedicatedservices rendered by the employees of the Company at all levels and the constructivecooperation extended by them. Your Directors would like to express their gratefulappreciation for the assistance and support by all Shareholders Government AuthoritiesAuditors financial institutions Customers employees suppliers other businessassociates and various other stakeholders.

For and on behalf of the Board
Sd/-
Place: Mumbai Rajendra V. Gogri
Date: May 25 2020 Chairman and Managing Director