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Aries Agro Ltd.

BSE: 532935 Sector: Agri and agri inputs
NSE: ARIES ISIN Code: INE298I01015
BSE 14:34 | 08 Dec 155.25 2.10
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OPEN 153.00
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VOLUME 8410
52-Week high 180.00
52-Week low 105.50
P/E 9.04
Mkt Cap.(Rs cr) 202
Buy Price 155.15
Buy Qty 75.00
Sell Price 155.25
Sell Qty 790.00
OPEN 153.00
CLOSE 153.15
VOLUME 8410
52-Week high 180.00
52-Week low 105.50
P/E 9.04
Mkt Cap.(Rs cr) 202
Buy Price 155.15
Buy Qty 75.00
Sell Price 155.25
Sell Qty 790.00

Aries Agro Ltd. (ARIES) - Director Report

Company director report

To

The Members Aries Agro Limited

Your Directors have pleasure in presenting their 52nd AnnualReport on the operations of the Company together with the Audited Financial

Statements for the Financial Year ended 31st March 2022.

Financial Performance

( Rupees in Lakhs unless stated otherwise )

Particulars

Standalone

Consolidated

Year Ended 31st March 2022 Year Ended 31st March 2021 Year Ended 31st March 2022 Year Ended 31st March 2021
Revenue from Operations 54752.45 47449.83 54808.76 47451.15
Less :- Discount / Rebates 10805.45 9304.18 10805.45 9304.18
43947.00 38145.65 44003.31 38146.97
Other Income 882.72 523.04 391.06 27.00
Total Revenue (including Other Income) 44829.72 38668.68 44394.37 38173.96
Profit Before Tax Interest & Depreciation 5650.82 6239.55 5053.74 5702.15
Less :- Finance Costs 2430.44 2593.22 2447.34 2596.35
Depreciation & Amortisation Expense 565.35 638.15 578.27 644.36
2995.80 3231.37 3025.62 3240.72
Profit Before Tax 2655.02 3008.19 2028.12 2461.44
Less :- Current Tax 732.00 640.00 732.00 640.00
Adjustment of Tax relating to earlier periods (40.75) 6.45 (40.75) 6.45
Deferred Tax 61.39 97.83 42.53 97.83
752.64 744.27 733.78 744.27
Profit After Tax 1902.38 2263.91 1294.34 1717.16
Add / (Less) :- Share of Profit / (Loss) of - - (133.87) (77.48)
Associates
Profit for the year 1902.38 2263.91 1160.48 1639.68
Less :- Non-Controlling Interest - - (168.56) (156.03)
Profit for the year attributable to Owners of the Parent 1902.38 2263.91 1329.03 1795.71
Balance brought forward 12050.94 9787.03 12695.34 10958.78
Add / (Less) :- Adjustment on Account of IFRS 16 - - - 0.27
Foreign Currency Translation Reserve - - 28.50 (59.41)
Amount available for Appropriation 13953.32 12050.94 14052.87 12695.34
Less :- Dividend Proposed / Paid 104.04 - 104.04 -
Tax on Dividend Proposed - - - -
Provision for Doubtful Debts - - - -
104.04 - 104.04 -
Surplus carried forward to Balance Sheet 13849.28 12050.94 13948.83 12695.34

 

Particulars

PERCENTAGE TO GROSS SALES

Standalone

Consolidated

Year Ended 31st March 2022 Year Ended 31st March 2021 Year Ended 31st March 2022 Year Ended 31st March 2021
Revenue from Operations 100.00 100.00 100.00 100.00
Less :- Discount / Rebates 19.74 19.61 19.71 19.61
80.26 80.39 80.29 80.39
Other Income 1.61 1.10 0.71 0.06
Total Revenue (including Other Income) 81.88 81.49 81.00 80.45
Profit Before Tax Interest & Depreciation 10.32 13.15 9.22 12.02
Less :- Finance Costs 4.44 5.47 4.47 5.47
Depreciation & Amortisation Expense 1.03 1.34 1.06 1.36
5.47 6.81 5.52 6.83
Profit Before Tax 4.85 6.34 3.70 5.19
Less :- Current Tax 1.34 1.35 1.34 1.35
Adjustment of Tax relating to earlier periods (0.07) 0.01 (0.07) 0.01
Deferred Tax 0.11 0.21 0.08 0.21
1.37 1.57 1.34 1.57
Profit After Tax 3.47 4.77 2.36 3.62
Add / (Less) :- Share of Profit / (Loss) of - - (0.24) (0.16)
Associates
Profit for the year 3.47 4.77 2.12 3.46
Less :- Non-Controlling Interest - - (0.31) (0.33)
Profit for the year attributable to Owners of the Parent 3.47 4.77 2.42 3.78
Balance brought forward 22.01 20.63 23.16 23.09
Add / (Less) :- Adjustment on Account of IFRS 16 - - - 0.00
Foreign Currency Translation Reserve - - 0.05 (0.13)
Amount available for Appropriation 25.48 25.40 25.64 26.75
Less :- Dividend Paid 0.19 - 0.19 -
Tax on Dividend Proposed - - - -
Provision for Doubtful Debts - - - -
0.19 - 0.19 -
Surplus carried forward to Balance Sheet 25.29 25.40 25.45 26.75

OPERATIONS STANDALONE

During the year under review the Earnings Before InterestDepreciation and Tax was 12.86% compared to 16.36% in the previous year. The Total Revenue(excluding Other Income) for the year net of discount / rebates was Rs. 43947.00 Lakhs asagainst Rs. 38145.65 Lakhs in the previous year. Profit after tax for the year was 4.33%compared to 5.93% in the previous year.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Indian Accounting Standard (Ind-AS) 110 onConsolidated Financial Statements the Audited Consolidated Financial Statement isprovided in the Annual Report.

The Consolidated Profit Before Interest Depreciation ExceptionalItems and Taxes (EBITDA) of the Group was Rs. 5053.74 Lakhs in the Financial Year 2021-22compared to Rs. 5702.15 Lakhs in the previous year. Consequently the Consolidated ProfitBefore Exceptional Items and Taxes (PBT) was Rs. 2028.12 Lakhs in the Financial Year2021-22 compared to Rs. 2461.44 Lakhs in the previous year.

FINANCIAL REVIEW

With the collective support of Staff and Aries Customers the Companywas able to improve its revenue from Indian operations by 15.39% from Rs. 474.49 Crores toRs. 547.52 Crores..

The total Capacity Utilization currently stands at 69.42% of the totalInstalled Capacity of 95400 MT p.a. in India. The manufacturing unit at Fujairah UAEbegan operations in the month of September 2021 and has started manufacturing four valueadded Sulphur based pastillized products for sale in India. The supply chain constraintshowever led to availability shortages for imported raw materials especially those sourcedfrom China. The Indian manufacturing base was expanded with commencement of manufacturingand repacking operations at Vijayawada and Raipur.

DIVIDEND

After considering earnings requirement for funds and with theobjective of rewarding the Shareholders the Directors have / recommended Final Dividendof 8% being Rs. 0.80 per Equity Share of Rs. 10/- each which is 5.47% of Net Profit forthe year ended 31 st March 2022 (previous year 8% being Rs. 0.80 per EquityShare of Rs. 10/- each which is 4.60% of Net Profit) subject to your approval at theensuing Annual General Meeting. The Dividend if approved will result in an outflow ofRs.104.03 Lakhs.

TRANSFER TO RESERVES

Your Directors propose to transfer Rs. NIL to the General Reserve outof the current year's profit and the balance aggregating to Rs. 13849.28 Lakhs isproposed to be retained in the Profit and Loss Account.

FUTURE PROSPECTS:

The year 2022-23 is the 53rd year of operations and theCompany has planned to strengthen its range of products by finding domestic sources of rawmaterials to reduce the impact of import supply chain disruption and high costs as well asintensive campaigning to establish products launched in the recent two years. During2022-23 only variants of few products will be introduced primarily with the aim ofreducing cost of application to the farmers and to keep fixed costs under control. Nomajor new product concepts will be introduced. The astronomical increase in certainessential raw material prices has necessitated alternative formulations reducing packsizes and providing combination packs coupled with multiple products sale during a salescall. Substitutes for certain products like EDTA Chelates and water soluble NPKs whichare facing high cost escalation have been identified within the Aries range itself anddemand creation for these substitutes will ensure demand is met with cost effectivealternatives. 2022-23 annual booking was conducted online with 1258 Dealers from 26 Statesusing our Booking App. This is expected to achieve Gross Revenue of Rs. 625 Crores in FY2022-23 The Company is also exploring B2B and bulk international opportunities using itsexisting and Subsidiary network. These efforts will ensure that the revenue growth in thecurrent financial year is satisfactory.

CREDIT RATING

The Credit Rating of the Company was issued by CRISIL Ratings on 11thJanuary 2022 as under:

Facilities

By BRICKWORK RATINGS

By CRISIL RATINGS

(CURRENT)

(REVISED)

Facilities Amount (Rs) Rating Action Revised As BWR BBB (Stable) Reaffirmed Amount (Rs) Rating Action CRISIL BBB+/ Stable(Assigned) Indication/Significance
Long Term Bank Facilities (Fund Based) 136.16 Cr 150.00 Cr Instruments with this rating are consideredtohavemoderatedegreeof safety regarding timely servicing of financial obligations. Such instruments carry moderate credit risk
Short Term Bank Facilities (Non Fund Based) 27.20 Cr Revised as BWR A3+ Reaffirmed CRISIL A2(Assigned) Instruments with this rating are considered to have strong degree of safety regarding timely payment of financial obligation. Such instruments carry low credit risk
Total 163.36 Cr 150.00 Cr

The rating reflect moderate degree of safety regarding timely servicingof financial obligations.

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

There is no change in the nature of business of the Company during theyear. There is no revision made in the Board's Report and whatever submitted herewithis the final Report.

SAFETY AND HEALTH

The health and safety of the employees across its operations remainsthe highest priority for the Company. All endeavours are being made to enhance safetystandards and processes towards minimising safety risks in all operations in the Company.There was no accident or mishap in any of its four factories.

Safety measures for dealing with Covid-19

1. Strict travel of all employees only by private vehicle/own bike orby bus provided by the company.

2. Every employee to record body temperature before leaving the houseusing a simple home thermometer and submission of the readings daily on Aries App.

3. The temperature is recorded at entry point of office/depot/ branchesduring arrival and departure of all employees and every person who enters theoffice/depot/branches.

4. Every person entering the Company premises to compulsorily passthrough the sanitizer tunnel and also get UV screened before entering.

5. Social distancing at all times for all employees while in theCompany premises.

6. Mandatory wearing of mask for all employees while in the Companypremises.

7. Sanitization of workspace at least three times a day.

8. Touch free sanitizers installed all the over the office/depot/branch premises.

9. All meetings are conducted using digital platforms to minimize faceto face proximity.

10. Travel history of all employees has been collected. They areadvised to report any travel done outside city limits immediately to HR.

11. Instructions given to employees to order a Swab Test immediatelyif anyone at home is having COVID-19 symptoms and not to report for duty. Any personstaying at home or quarantined due to symptoms is instructed to submit Negative Covid-19Report while resuming duty.

12. Employees are advised to take immunity boosting medication or homeremedies and eat balanced meals home cooked food. 13. All Aries staff and workers arecovered under COVID-19 group insurance to take care of some of the expenses in case of anyeventuality

14. Visitors entry are completely banned into the Company premises andin case of anyone visiting have to compulsorily fill the visitor declaration form in linewith the Covid 19 SOP issued by the MOH at least 24 hours prior to the arrival into theCompany's premises.

15. Using digital remote working & collaboration platform to ensurefull preparedness for sudden lockdowns if any in future.

16. It was essential for all our teams to be fully vaccinated forsafety purposes. We organized vaccination camps for the employees and their family membersas well

PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public within themeaning of Section 73 of the Companies Act 2013 and Members (other than Directors) duringthe year under review and as such no amount on account of Principal or Interest onDeposits from Public and Members (other than Directors) was outstanding as on 31stMarch 2022.

SUBSIDIARIES & ASSOCIATE COMPANIES

Your Company has four Subsidiaries out of which three are Non-

Material Indian Subsidiaries viz Aries Agro Care Private Limited AriesAgro Equipments Private Limited and Mirabelle Agro Manufacturing Private Limited and oneforeign subsidiary namely Golden Harvest Middle East FZC.

The operations of Aries Agro Care Pvt. Ltd. commenced in the

Financial Year 2008-09 but discontinued the activity in the financialyear 2012-13 due to extremely volatile nature of seeds business and had no businessactivity in the financial year 2021-2022 . The Company incurred expenses to the tune ofRs. 15.46 Lakhs for the

Financial Year.

The business operations of Aries Agro Equipments Pvt. Ltd. commenced inthe year 2009-10 in agricultural sprayers but discontinued the activity in the financialyear 2013-14 due to lack of appropriate distribution network for Farm Equipments and hadno business activity in the financial year 2021-2022. The Company incurred expenses to thetune of Rs. 0.57 Lakhs for the Financial Year.

Mirabelle Agro Manufacturing Private Limited was incorporated on 26thDecember 2019. The Company started its full operations during the Financial Year 2021-22and had a Turnover of Rs. 667.79 Lakhs as compared to Rs. 13.22 Lakhs in the PreviousYear. The Company has incurred a Loss of Rs. 72.66 Lakhs during the

Financial Year 2021-22 as compared to a Profit of Rs. 0.09 Lakhs in thePrevious Year.

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

As regards the overseas subsidiary M/S. Golden Harvest Middle East FZCa Trading Entity in their Thirteenth Year of operation has not generated any sale andhas incurred Loss of AED 26.64 Lakhs (INR 550 Lakhs) for the year 2021-2022 since tradingrevenue did not materialize for licensing reasons.

As required under Section 129(3) of the Companies Act 2013 annexedhereto are the Audited Financial Statements for the Year ended 31st March 2022of Golden Harvest Middle East FZC. Aries Agro Care Private Limited Aries Agro EquipmentsPrivate Limited and Mirabelle Agro Manufacturing Private Limited.

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

Apart from the above statement a list of Subsidiary & GroupCompanies is given in Note No. 37 of the Notes to Accounts and is forming part of theAnnual Report.

All the above Indian Subsidiary and Group Companies are Un-listed andNon-Material Companies as defined under Listing Regulations

M/S Amarak Chemicals FZC Fujairah UAE is an Associate of theSubsidiary M/S. Golden Harvest Middle East FZC.

There is no Associate or Joint Venture Companies other than as listedabove.

INSURANCE

All properties and assets of your Company are adequately insuredcovering all conceivable risks.

DIRECTORS & KEY MANAGERIAL PERSONNEL DIRECTORS

Mr. Bhumitra Vinodchandra Dholakia (DIN 01871816) an IndependentDirector Chairman of the Audit Committee and Member of the Nomination and RemunerationCommittee and CSR Committee expired on 20th January 2022.

The Board expresses its deep sorrow over the sad demise of Mr. BhumitraVinodchandra Dholakia and places on record its appreciation and gratitude for thevaluable guidance and counselling rendered by Mr. Bhumitra Vinodchandra Dholakia duringhis tenure/ association with the Company.

Pursuant to the recommendation of the Nomination and RemunerationCommittee the Board of Directors at their Meeting held on 15th March 2022appointed Mr. Nrupang Bhumitra Dholakia (DIN: 06522711) as an Additional Director witheffect from 15th March 2022 to hold office till the date of the ensuingGeneral Meeting of the Company. The Company received a notice in writing from a Memberunder the provisions of Section 160 of the Companies Act 2013 proposing his candidaturefor the office Director.

Mr. Nrupang Bhumitra Dholakia is son of late Mr. Bhumitra VinodchandraDholakia.

Pursuant to the recommendation of the Nomination and RemunerationCommittee of the Company Mr. Nrupang Bhumitra Dholakia was appointed as an IndependentDirector of the Company not liable to retire by rotation by the Board of Directors attheir Meeting held on 15th March 2022 for a term of 5 (five) consecutive yearswith effect from 15 th March 2022 up to 14th March 2027 subjectto the approval of the Members by way of Special Resolution.

The Members through Postal Ballot conducted during the period fromMonday 21st March 2022 at 9:00 a.m. (IST) to Tuesday 19th April2022 at 5:00 p.m. (IST) the results of which was declared on Wednesday 20thApril 2022 approved the appointment of Mr. Nrupang Bhumitra Dholakia as an IndependentDirector w.e.f. 15th March 2022 for a term of 5 (five) consecutive years witheffect from 15th March 2022 up to 14th March 2027 by passing aSpecial Resolution.

In the opinion of the Board Mr. Nrupang Bhumitra Dholakia is a personof integrity possesses the expertise in the area of Corporate Laws and Compliance and hasover a decade of experience and is proficient in his role and fulfils the conditionsspecified in and the Rules made thereunder read with the provisions of the ListingRegulations each as amended and is independent of the Management of the Company.

Apart from the above there is no change in the Composition of theBoard of Directors during the year under review.

Pursuant to the provisions of Section 152(6) of the Companies Act2013 Mrs. Nitya Mirchandani(DIN 06882384) Director retires by rotation and beingeligible offers herself for re-appointment.

Accordingly her re-appointment forms part of the Notice of ensuingAnnual General Meeting.

All the Independent Directors have submitted declarations to the effectthat each of them meets the criteria of Independence as provided in Section 149(6) of theCompanies Act 2013 and Listing Regulations and there has been no change in thecircumstances which may affect their status as an Independent Director during the year.

Section 149(10) of the Act provides that an Independent Director shallhold office for a term of five consecutive years on the Board shall be eligible forre-appointment on passing a Special Resolution by the Company and disclosure of suchappointment shall be made in its Board's Report. Section 149(11) provides that anIndependent

Director may hold office for up to two consecutive terms.

During the year the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company.

Familiarisation Programme for Independent Directors---- Though there isno formal Policy for familiarization but the Company in order to familiarize theIndependent Directors with the business of the Company makes presentation by theFunctional Heads covering Operations of the Company at every Quarterly board meeting andnature and scope of business nature of industry in which Company operates profitabilityand future plans. Regularly at meetings updates are given to the Board. House Journal asand when published is also sent to all the Directors and their feedback are considered.Action Taken Report and Legal Updates are also being placed at every meeting of the Boardand Audit Committee just to of keep the Directors updated with the latest amendments andAction Taken by the Management.

KEY MANAGERIAL PERSONNEL

Mr. Vivek K. Joshi Chief Financial Officer resigned from Company witheffect from 1 st July 2021. Mrs. Chhaya Ashok Warrier VicePresident(Accounts) was assigned the functions and responsibilities of the Chief FinancialOfficer the Company with effect from1 st December 2021 and has been designatedas Vice President(Finance) reporting to the Chairman and Managing Director.

The Board of Directors in their Meeting held on 11th August2021 pursuant to the recommendation of the Nomination and Remuneration Committeere-appointed Dr. Rahul Mirchandani for a period of 5(Five) years from 1stApril 2022 to 31st March 2027 and fixed remuneration which was approved bythe Members in the 51 st Annual General Meeting held on 23rdSeptember 2021 by passing a Special Resolution.

Apart from the above there were no other change in the Key ManagerialPersonnel during the year under review. All the Key Managerial Personnel have submitteddisclosures and declaration required under the Companies Act 2013 and ListingRegulations.

Act MEETINGS OF BOARD

Six(6) Meetings of the Board of Directors were held during the year on29.06.2021 11.08.2021 21.09.2021. 12.11.2021 09.02.2022 and 15.03.2022. For furtherdetails please refer Report on Corporate Governance of this Annual Report.

AUDIT COMMITTEE

Due to the sad demise of Mr. Bhumitra Vinodchandra Dholakia the AuditCommittee was re-constituted w.e.f. 23rd March 2022. The Committee comprisesof Mr. C. B. Chhaya Chairman Prof. R. S. S. Mani Mrs. Nitya Mirchandani and Mr. NrupangBhumitra Dholakia Members. For further details please refer Report on CorporateGovernance of this Annual Report.

All the recommendations made by the Audit Committee were accepted bythe Board during the year under review.

NOMINATION AND REMUNERATION COMMITTEE

Due to the sad demise of Mr. Bhumitra Vinodchandra Dholakia theNomination and Remuneration Committee was re-constituted w.e.f. 23rd March2022. The Committee comprises of Prof. R. S. S. Mani Chairman Mr. C. B. Chhaya and Mr.Nrupang Bhumitra Dholakia Members. For further details please refer Report on CorporateGovernance of this Annual Report.

STAKE HOLDERS RELATIONSHIP COMMITTEE

There was no change in the Stake Holders Relationship Committee duringthe year. The Committee comprises of Mr. C. B. Chhaya(Chairman) Dr. Rahul Mirchandani andMrs. Nitya Mirchandani. For further details please refer Report on Corporate Governanceof this Annual Report.

CSR COMMITTEE

Due to the sad demise of Mr. Bhumitra Vinodchandra Dholakia the CSRCommittee was re-constituted w.e.f. 23rd March 2022. The Committee comprisesof Dr. Rahul Mirchandani(Chairman) Mrs. Nitya Mirchandani and Mr. Nrupang BhumitraDholakia Members. For further details please refer Report on Corporate Governance ofthis Annual Report.

BOARD EVALUATION

The Board of Directors have carried out an Annual Evaluation of its ownperformance and individual Directors themselves pursuant to the provisions of the Act andCorporate Governance requirements as prescribed by Regulation 17(10) of the SEBI(LODR)Regulations 2015.

The performance of the Board was evaluated by the Board after seekinginputs from all the Directors on the basis of criteria such as the Board Composition andStructure Effectiveness of Board Process Information and Functioning etc.

In a separate Meeting of the Independent Directors performance ofNon-Independent Directors Performance of the Board as a whole and performance of theChairman was evaluated taking into account the views of Executive Directors andNon-Executive Directors.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHERDETAILS

The Policy on Directors Appointment and Remuneration including criteriafor determining qualifications positive attributes independence of Director and alsoRemuneration for Key Managerial Personnel and other Employees are contained in theNomination and Remuneration Policy which is hosted at the web site of the Companywww.ariesagro.com and the same is re-produced in the Report on Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENTS

Pursuant to the requirements of Section 134(5) of the Companies Act2013 the Board of Directors to the best of their knowledge and ability confirm that:

1. in preparation of the Annual Accounts applicable AccountingStandards have been followed and that there are no material departures; 2. they haveselected such Accounting Policies and applied them consistently and made judgements andestimates that are reasonable and prudent so as to give a true and fair view of the Stateof the Affairs of the Company at the end of the financial year and of the profit of theCompany for that year; 3. they have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; 4. they have prepared the Annual Accounts on a ‘goingconcern' basis; 5. they have laid down Internal Financial Controls to be followed bythe Company and such Internal Financial Controls are adequate and operating effectively;

6. they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

The information required under Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are as under:

1. The ratio of the remuneration of each Director to the medianremuneration of the employees of the Company for the financial year;

Non-Executive Directors Ratio to median Remunerations Directors Remuneration / Sitting Fees Rs. Lakhs
Dr. Jimmy Mirchandani 0.56 2.00
Mrs . Nitya Mirchandani 1.17 4.20
Prof R. S. S. Mani 1.17 4.20
Mr. Chakradhar Bharat Chhaya 1.34 4.80
Mr. Bhumitra Vinodchandra Dholakia 0.67 2.40
Executive Directors
Dr. Rahul Mirchandani 59.22 211.90

2. The percentage increase in remuneration of each Director

Chief Financial Officer Company Secretaryor Manager if any in thefinancial year;

Directors Chief Financial Officer Company Secretary % Increase in Remuneration in the Financial Year
Dr. Rahul Mirchandani CMD 0.35
Mr. Qaiser P. Ansari Company Secretary & Sr. VP (Legal) 18.31
Mrs. Chhaya A. Warrier V.P. Finance (Discharging the Duties & Responsibilities of CFO) --

3. The percentage increase in the median remuneration ofemployees in the financial year; 10.24 %

4. The number of permanent employees on the rolls of

Company; 1002

5. Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration;

The average annual increase was around 18.19% after accounting forpromotions and other event based compensation revision.

6. Affirmation that the remuneration is as per the RemunerationPolicy of the Company.

The Company affirms that the remuneration is as per the RemunerationPolicy of the Company.

The Statement containing Particular of Employees as required underSection 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 drawing remunerationin excess of the limits set out in the said Rules are provided in the Annual Report.

Information in accordance with the provisions of Section 197(12) of theCompanies Act 2013 ("Act") read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are as under:

TOP 10 EMPLOYEES IN TERMS OF REMUNERATION DRAWN DURING THE YEAR 2021-22

Sr. NAME DESGINATION REMUNERATION NATURE OF OTHER NATURE OF DUTY QUALIFICATION & DATE OF AGE

Last Employment

% of Equity Whether
No. RECEIVED EMPLOYMENT TERMS & CONDI- TIONS EXPERIENCE COMMENCEMENT

held

Shares held as on 31.03. 2022 relative of any Director or Manager and the name of such Director or Manager
1 DR. RAHUL MIRCHANDANI CHAIRMAN & MANAGING DIRECTOR 21189600 CONTRACTUAL N.A. MANAGING THE AFFAIRS OF THE COMPANY B. Com; CFA; MBA; Ph.D 02.02.1994 46

N.A.

23.94 Brother of Dr. Jimmy Mirchandani & Husband of Mrs. Nitya Mirchandani
2 MR. QAISER PARVEZ ANSARI COMPANY SECRETARY & SENIOR VICE PRESIDENT (LEGAL) 3990665 FULL TIME EMPLOYEE N.A. COMPANY SECRETARY B. Com. LLB ACS 02.06.2008 59

M/s Sabero Organics Gujarat Ltd. Desgn - CS & Dy.Gen. Manager (Legal & Taxation)

0.00 N.A.
3 MR. JAYAPRADEEP SUBRAMANIAN VICE PRESIDENT (MARKETING) SOUTHERN REGION 11704846 FULL TIME EMPLOYEE N.A. MARKETING & EXTENSION ACTIVITIES FOR SOUTHERN REGION M.Sc. MBA 15.11.2013 40

M/s Tata Consultancy Services Desgn - IT Analyst

0.06 N.A.
4 MR. ARUN K. TIWARI HEAD MARKETING OPERATIONS (NORTHERN REGION) 5180087 FULL TIME EMPLOYEE N.A. MANAGING THE MARKETING ACTIVITIES OF NORTHERN REGION B. Sc 01.12.1992 54

N.A.

0.00 N.A.
5 MR. SANTOSH KUMAR PANDEY HEAD MARKETING OPERATIONS (MAHARASHTRA AND NIPANI DIV) 2624027 FULL TIME EMPLOYEE N.A. MANAGING THE MARKETING ACTIVITIES OF MAHARASHTRA NIPANI DIVISION M. Sc (Ag) 26.05.2004 48

N.A.

0.00 N.A.
6 MR. BIPLOB CHATTERJEE CHIEF PRODUCTION CONTROLLER 3245069 FULL TIME EMPLOYEE N.A. OVER ALL PRODUCTION B.Sc. 08.12.2009 53 M/s Jaysynth Dye Chem Desgn - Production Officer

0.00

N.A.
7 MR. RAJESH GUPTA REGIONAL CONTROLLER 2813609 FULL TIME EMPLOYEE N.A. MANAGING THE MARKETING ACTIVITIES OF WESTERN REGION B.A. 06.07.2001 43

N.A.

0.00 N.A.
8 MR. PREMRAJ CHAUHAN REGIONAL CONTROLLER 3274403 FULL TIME EMPLOYEE N.A. MANAGING THE MARKETING ACTIVITIES B.Sc. 10.08.1997 48

N.A.

0.00 N.A.
9 MR. DEVENDRA TIWARI HEAD MARKETING OPERATION (CENTRAL REGION) 2593764 FULL TIME EMPLOYEE N.A. MANAGING THE MARKETING ACTIVITIES OF THE CENTRAL REGION M.Sc 02.01.2002 46

M/s Valace Agrochemical Ltd

0.00 N.A.
10 MR. BHAGWADAS GANGWAR REGIONAL CONTROLLER 2643360 FULL TIME EMPLOYEE N.A. MANAGING THE MARKETING ACTIVITIES Graduate 01.04.2003 46

N.A.

0.00 N.A.
11 MR. J. L. JAISWAL REGIONAL CONTROLLER 2574425 FULL TIME EMPLOYEE N.A. MANAGING THE MARKETING ACTIVITIES B. Sc. 19.04.2004 58

Tata Finance Ltd

0.00 N.A.

 

TOP 10 EMPLOYEES IN TERMS OF REMUNERATION DRAWN DURING THE YEAR 2021-22(EMPLOYED FOR THE PART OF FINANCIAL YEAR

Sr. No. NAME DESGINATION REMUNERATION RECEIVED NATURE OF EMPLOYMENT OTHER TERMS & CONDI- TIONS NATURE OF DUTY QUALIFICATION & EXPERIENCE DATE OF COMMENCEMENT AGE Last Employment held % of Equity Shares held as on 31.03. 2022 Whether relative of any Director or Manager and the name of such Director or Manager
1 MR. VIVEK K. JOSHI CHIEF FINANCIAL OFFICER 5 140570 FULL TIME EMPLOYEE N.A. FINANCIAL MANAGEMENT OF THE COMPANY B. Com. LL.B. FCA 09.09.2019 50 M/s Excel Telesonic (I) Pvt. Ltd. 0.00 N.A.

• Mr. Vivek K. Joshi resigned w.e.f. 01.07.2021.

PARTICULARS OF EMPLOYEES IN TERMS OF SECTION 197(12) OF THE COMPANIES ACT 2013 READWITH RULE 5(2) AND 5(3) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL)

RULES 2014 DRAWING REMUNERATION NOT LESS THAN Rs. 1.02 Crores p.a./Rs. Eight LakhsFifty Thousand p.m. DURING THE YEAR 2021-22

SR. No. NAME DESGINATION REMUNERATION RECEIVED NATURE OF EMPLOYMENT OTHER TERMS & CONDITIONS NATURE OF DUTY QUALIFICATION & EXPERIENCE DATE OF COMMENCEMENT AGE Last Employment held % of Equity Shares held as on 31.03.2022 Whether relative of any Director or Manager and the name of such Director or Manager
1 DR. RAHUL MIRCHANDANI CHAIRMAN & MANAGING DIRECTOR 21189600 CONTRACTUAL N.A. MANAGING THE AFFAIRS OF THE COMPANY B. Com; CFA; MBA; Ph.D 02.02.1994 46 N.A. 23.94 Brother of Dr. Jimmy Mirchandani & Husband of Mrs. Nitya Mirchandani

ESOPS

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

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS

Your Company has elaborate Risk Management Procedure which is based onthree Pillars. Business Risk Assessment Operational Controls Assessment and PolicyCompliance processes. Major Risks identified by the Business and Functions aresystematically addressed through mitigating actions on continuing basis. The Key risks arealso discussed at the Audit Committee.

The Company's Internal Financial Control System is commensuratewith the nature of its business and the size and complexity of its operations. These areroutinely tested and certified by the Statutory as well as Internal Auditors covering allOffices Factories Key Business areas. Significant Audit Observations and Follow

Up Actions thereon are reported to Audit Committee. The Audit

Committee reviews adequacy and effectiveness of the Company's

Internal Control environment and monitors the implementation of theaudit recommendations.

Based on the framework of Internal Financial Controls and ComplianceSystem established and maintained by the Company work performed by the InternalStatutory and Secretarial Auditors and review performed by the Management and the relevantBoard Committees including the Audit Committee the Board is of the opinion that theCompany's Internal Financial Controls were adequate and effective during theFinancial Year 2021-22.

GREEN INITIATIVES

Pursuant to Sections 101 and 136 of the Companies Act 2013 the Companywill be sending Annual Report through electronic mode(email) to all the shareholders whohave registered their email addresses with the Company or with the Depository to receivethe Annual Report through electronic mode and initiated steps to reduce consumption ofpaper.

HUMAN RESOURCES

Humans are considered as one of the most critical resources in thebusiness which can be continuously smoothened to maximize the effectiveness of theOrganization. Human resources build the

Enterprise and the sense of belonging would inculcate the spirit ofdedication and loyalty amongst them towards strengthening the Company's Polices andSystems. All personnel continue to have healthy cordial and harmonious approach therebyenhancing the contributory value of the Company.

LISTING

The Equity Shares of the Company are listed at BSE Limited (BSE) andNational Stock Exchange of India Limited(NSE).

The Company has made all the compliances of Listing Regulationsincluding payment of Annual Listing Fees upto 31st March 2023 to both theStock Exchanges.

CORPORATE GOVERNANCE

The Company has complied with the various requirements under theCorporate Governance reporting system. A detailed Compliance Report on CorporateGovernance is annexed to this Report as required by the Listing Regulations. TheAuditors' Certificate on

Compliance with the conditions of Corporate Governance is also annexedto this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year underreview as stipulated under Listing Regulations with the Stock Exchanges is also annexedto this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

AND FOREIGN EXCHANGE EARNING & OUTGO

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

I. CONSERVATION OF ENERGY

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

a. Energy Conservation measures taken:-

i. Close monitoring of consumption of electricity LPG Diesel andwater.

ii. Creating awareness among Workmen to conserve energy.

iii. Aries continues power generation through its Solar PowerGeneration System at its manufacturing unit at Pashamylaram Distt: Medak.

iv. Conversion of boilers in Hyderabad Unit from diesel to solidbriquette based fuel.

v. Exclusive use of CNG for manufacturing at Chhatral Unit vi. Optimumuse of Energy by Switching off Machines Lights

Fans Air Conditioners and Exhaust Systems whenever not required

Impact of measures taken for reduction of energy consumption andconsequent impact on the cost of production of goods

b. Total energy consumption and energy consumption per unit ofproduction

Form –A

Form for disclosure of Particulars with respect to Conservation ofEnergy.

Sr. No. Particulars Current Year 2021-2022 Previous Year 2020-2021
(a) Purchased:-
I. Electricity
(i) Unit (KWH) 1288790 934025
(ii) Total Amount (Rs) 11373238 9138833
(iii) Rate/Unit (Rs.) 8.82 9.78
II Piped Gas
(i) Unit(M3) 169174 198669
(ii) Total Amount (Rs) 9055502 8947723
(iii) Rate/Unit (Rs.) 53.53 45.04
(b) Own Generation
(i) Coal Not Applicable Not Applicable
(ii) Furnace Oil - KI - -
(iii) Internal Generation Units(Generator) 263 617
(iv) Solar System Units 41801 75852

II. Form for disclosure of particulars with respect to TechnologyAbsorption Research and Development

(A) RESEARCH AND DEVELOPMENT:

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

The Company has received in house R & D recognition from DSIR andis continuously striving to launch / introduce innovative products / technologies in thefield.

The Company's Quality Management System at Mumbai is ISO 9001:2015certified and works on new product development and continuous quality checks.

The manufacturing unit at Hyderabad Chhatral and Lucknow has beenequipped with a state of art laboratory to keep pace with the Company's expansion inthat region.

In the last few years the Company has been focusing on Crop specificformulations hydroponic nutrient formulations and specific formulations for internationalmarkets and new technologies in agriculture like drones apps and digitization.

Baseline R&D work has been initiated on new agri-input productslike nano fertilizers organic fertilizers different form of fertilizer formulationsfarm machineries and environment friendly product packaging options.

Emphasis is also given on standardizing the QC procedures for the newproducts launched.

18 new products introduced have been organically certified by UK Cert.

Factory procedures are being modified to increase the shelf life andquality of various products. Self manufacturing of some raw materials is also being done.

The Company is the first in India to receive permission from DGCA forthe use of drones for nutrient spraying.

Other important devices for pest management and water filtering areunder field trials.

New apps / softwares are being developed keeping in line with thedigitisation policy of the company

Our team of extension officers conducts continuous demonstrations andfield trials alongwith large scale soil sampling dealer / farmer meetings field daysetc which provides constant updates on market demand and technical requirements across allstates in India in the agri sector

To supplement the extension activities a dedicated in house researchfarm has been set up at Raipur and the rooftop greenhouse installed at the head office inis used to carry out research in soilless cultivation

Efforts are put in setting up and promoting Good

Agricultural Practices for individual crops across the country. Work onIndia GAP has been initiated on soybean and tomatoes

There is a continuous focus on co development projects with Educationaland Research Institutions in relevant areas which continues across India alongwithpublications in various reputed agri journals.

2. Objectives

Innovate and develop products/ technologies ideally suited forsustainable and precision agriculture

Design and Develop new manufacturing processes to improve the costeffectiveness of the products as well their agronomical efficiency.

Develop production processes that utilize renewable energy and arepollution free.

Ensure continuous updation of in house knowledge required to developproducts and services for the company.

Source worldwide information related to product development andagriculture best practices

Develop new age environmental friendly crop management techniques

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

Improvement in productivity/quality and reduction in cost of productionof Company's Plants and at Customer's end.

Cost reduction import substitution safer environment and strategicresource management.

Meeting the statutory requirements.

Demonstration of a Sustainable urban farm set up to address the issueof residue free healthy food.

Market Expansion

Increase in number of products

4. Future Plan of Action :

Conducting scientific research and studies pilot scale developmenttrial and testing for development of new products new process development improvement inthe existing production process etc

Customized micronutrient fertilizers for export

Modification of manufacturing process to make it pollution free

To develop new markets in the Protected Cultivation and PrecisionAgriculture sector.

Continued efforts to develop India GAP on commercial crops and tryestablishing a linkage between farmers and the industry

5. Expenditure on R & D

Sr. No. Description For the Year ended 31st March 2022 For the Year ended 31st March 2021
(Amt. in Rs.) (Amt. in Rs.)
I) Capital 1896994 331473
II) Recurring 21198042 17532648
Total 23095035 17864121
Total R&D expenditure as a % of
a) Gross Turnover 0.42 0.38
b) Net Turnover 0.53 0.47

B1. Technology Absorption Adaptation and Innovation

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

The Company continues to be ISO 9001:2015 certified.

B2. Benefits

This has helped in achieving optimum manufacturing costs improvedquality of products and consequently enhanced customer satisfaction. The Company usesindigenous technology.

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

C. Foreign Exchange Earnings and Outgo

1. Activities relating to exports initiatives taken to increaseexports development of new export markets for products and services and export plans:

International clients are located in Kenya Nepal UAE and Taiwan.Sales were booked for Kenya Nepal UAE and Taiwan. Registration process started inNigeria and Bangladesh. Distributors in Nepal have put up their own manufacturing unit tosupport and increase sales and distribution network throughout Nepal. The total exportsand global sales constituted 0.25% of our group revenue during the Financial Year 2021-22.

2. Total Foreign Exchange used and earned: Used : Rs.598952437/- Earned: Rs. 502898/-

SPECIAL BUSINESS

As regard to the items of the Notice of the AGM relating to SpecialBusiness the resolutions incorporated in the Notice and the Explanatory Statementrelating thereto fully indicate the reasons for seeking the approvals of Members to thoseproposals. Your attention is drawn to these items and Explanatory Statement annexed to theNotice.

VIGIL MECHANISM

The Vigil Mechanism of the Company which also incorporates a WhistleBlower Policy in terms of the Listing Regulations is in place. Protected disclosures canbe made by a Whistle Blower in writing or through an e-mail to the Chairman/Member of theAudit Committee.

The Policy on Vigil Mechanism and Whistle Blower Policy may be accessedon the Company's website www.ariesagro.com.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN &SECURITIES PROVIDED

Particulars of Loans given Investments made Guarantees given andSecurities provided along with the purpose for which the Loan or Guarantee or Security isproposed to be utilized by the recipient are provided in the Standalone FinancialStatements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

None of the transactions with Related Parties falls under the scope ofSection 188(1) of the Companies Act 2013. Information on transactions with Relatedparties pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2) ofthe Companies (Accounts) Rule 2014 are given in Annexure-I in Form AOC-2 and thesame forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policyof the Company and the initiatives undertaken by the Company on CSR activities during theyear are set out in Annexure-II of this Report in the format prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014. The Policy is available onthe Web-Site of the Company at www.ariesagro.com.

Your Company continues to demonstrate a strong commitment towardsproviding products which do not hamper the soil and crop eco systems.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return as on March 31 2022 is available on the Company's website onwww.ariesagro.com.

COST RECORDS

The Company is required to maintain Cost Records as specified by theCentral Government under sub-section(1) of Section 148 of the Companies Act 2013 and theCompany has made such accounts and maintained such records.

AUDITORS & AUDITORS REPORTS

Statutory Auditors

M/s. Sandeep Sheth & Associates Chartered AccountantsMumbai(Membership No. 101903 and having Peer Review

Certificate issued by the Institute of Chartered Accountants of India)were appointed as the Statutory Auditors of the Company for a period of 5(five) years atthe Forty Seventh Annual General Meeting of the Company held on 28th September2017 and their term ends at the ensuing Annual General Meeting.

The Board expresses its appreciation to M/s. Sandeep Sheth &Associates for their devotion and timely completion of the Audit and their guidance duringtheir term.

The Board has recommended the appointment of M/s Kirti D. Shah &Associates Chartered Accountants Mumbai(Firm Registration No. 115133W Membership No.32371) and having Peer Review

Certificate issued by the Institute of Chartered Accountants of

India) as the Statutory Auditors of the Company in place of M/s.Sandeep Sheth & Associates Chartered Accountants Mumbai for a term of 5(Five)consecutive years from conclusion of the 52nd Annual General Meeting of theCompany scheduled to be held in the year on 29th September 2022 till theconclusion of the 57th Annual General Meeting to be held in the year 2027 forapproval of Share Holders of the Company based on the recommendation of the AuditCommittee.

Accordingly appointment of Statutory Auditor and the proposedResolution is set out at item No. 4 of the Notice.

The Statutory Auditors' Report both with respect to the Standaloneand Consolidated Financial Statements do not contain any qualification reservation oradverse remark. Further that there was no fraud reported by Auditors under sub-section(12) of Section 143 of the Companies Act 2013.

Cost Auditors

The Company has appointed M/s. R. Nanabhoy & Co. Cost Accountantsto conduct the Audit of Cost Accounting Records of its products for the financial year2020-2021. The due date for filing the Cost Audit Reports in XBRL mode for the financialyear ended March 31 2021 was 30 th November 2021. The Cost Audit Reports werefiled by the Cost Auditor on 11 th October 2021 within the due date.

Further M/s. R. Nanabhoy & Co. Cost Auditors were re-appointed asthe Cost Auditor of the Company for the year ending 31st March 2022 by theBoard of Directors at their meeting held on 11th August 2021 after ensuringtheir eligibility and obtaining the letter of eligibility from them.

The Company's Cost Audit for the Financial Year 2021-2022 is underprocess and the Company will have the Audit completed within 180 days of the end of theFinancial Year-2021-2022 i.e. on or before 27th September 2022 and file theReport within stipulated time.

Secretarial Auditors

The Board appointed Mr. A. Sekar Practising Company Secretary toconduct Secretarial Audit for the financial year 2021-2022. The Secretarial Audit Reportfor the financial year ended March 31 2022 is annexed herewith and marked as Annexure-IIIto this Report.

The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with theprovisions of the applicable Secretarial Standards issued by The Institute of CompanySecretaries of India and such systems are adequate and operating effectively.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations) the Company obtained the Annual Secretarial Compliance Report for theFinancial

Year 2021-2022 from Mr. A. Sekar Practising Company

Secretary the Secretarial Auditor of the Company and the same has beenfiled with the BSE Limited and the National Stock Exchange of India Limited on 26thMay 2022 well within the time. The Secretarial Auditor has not reported anynon-compliance.

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

The Company has zero tolerance towards sexual harassment at theworkplace. The Company has adopted a Policy on Prevention Prohibition and Redressal ofSexual Harassment at Workplace in line with the provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rulesthereunder.

The Company has complied with the provisions relating to theconstitution of the Internal Complaints Committee as per the Sexual Harassment of Women atWorkplace Prevention Prohibition and Redressal) Act 2013.

There was no complaint received during the year under review.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANYTO WHICH FINANCIAL RESULTS RELATE

Except as disclosed elsewhere in this report no material changes andcommitments which could affect the Company's financial position have occurred betweenthe end of the financial year of the Company and date of this report.

MATERIAL ORDERS PASSED

No material Orders have been passed by any Authority in respect of anymatters with regard to the business of the Company during the

Financial Year.

Referring to the Previous Year's Board's Reportclassification

Micronutrients relating to the Sanand Unit in the state of Gujarat ispending before Customs Excise and Service Tax Appellate Tribunal(CESTAT) at Ahmedabad andthe matter is yet to be heard.

The Commissioner of Central GST & Central Excise had passed anorder against the Company for Mumbai facilities. However the Company successfullydefended these Orders before CESTAT Mumbai and the Apex Court dismissed the Appeal filedby the

Department against the Order passed by CESTAT Mumbai. Since thematters before CESTAT Ahmedabad are identical i.e. Classification the Company isconfident of obtaining favourable Orders in these matters too and does not foresee anymaterial impact. The matter is yet to be heard.

DISCLOSURE REGARDING ANY APPLICATION MADE OR ANY PROCEEDING PENDINGUNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016.

The Company during the Financial Year has neither made anyapplication nor any proceeding are pending against the Company under the Insolvency andBankruptcy Code 2016.

DISCLOSURE REGARDING ANY DIFFERENCE IN VALUATION

The Company during the Financial Year did not do any one timesettlement and hence did not carry out any Valuation for one time settlement.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

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

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

3. Issue of Shares (including Sweat Equity Shares) to employees of theCompany under any scheme.

4. Buy Back of shares of the Company during the year under review.

5. The Managing Director of the Company does not receive anyremuneration or commission from any of its Subsidiaries.

6. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.

7. There is no proceeding pending under the Insolvency and BankruptcyCode 2016.

8. The Company is not required to submit Business Responsibility Reportin pursuance of Regulation 34(2)(f) SEBI(LODR) Regulations 2015.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provisionsof Section 164(2) of the Companies Act 2013. Your

Directors have made necessary Disclosures as required under variousprovisions of the Companies Act 2013 and the SEBI(Listing Obligations and DisclosureRequirements) Regulations 2015.

ACKNOWLEDGEMENT

We would like to acknowledge with gratitude the support andcooperation extended by Shareholders Vendors Media Registrar and Share Transfer Agentand Banks and look forward to their continued support. We appreciate continuedco-operation received from various regulatory authorities including Department ofAgriculture

Department of Corporate Affairs Registrar of Companies Reserve

Bank of India Securities and Exchange Board of India Stock Exchanges Depositories Central Government and respective State Governments. We also recognize andappreciate the sincere hard work loyalty and efforts of the employees and look forward totheir continued support.

For and on behalf of the Board
Dr. Rahul Mirchandani
Place: Mumbai Chairman & Managing Director
Date: 10th August 2022 DIN-00239057

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