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Arvind Ltd.

BSE: 500101 Sector: Industrials
NSE: ARVIND ISIN Code: INE034A01011
BSE 00:00 | 29 Jul 107.00 0.85
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NSE 00:00 | 29 Jul 106.90 0.60
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OPEN 106.80
PREVIOUS CLOSE 106.15
VOLUME 644042
52-Week high 115.50
52-Week low 27.55
P/E 25.42
Mkt Cap.(Rs cr) 2,770
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 106.80
CLOSE 106.15
VOLUME 644042
52-Week high 115.50
52-Week low 27.55
P/E 25.42
Mkt Cap.(Rs cr) 2,770
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Arvind Ltd. (ARVIND) - Director Report

Company director report

To the Members

Your Directors are pleased to present the Annual Report along with the AuditedFinancial Statements for the period from 1st April 2019 to 31st March 2020.

1. FINANCIAL RESULTS

Highlights of Financial Results for the year are as under:

Particulars

Standalone

Consolidated

2019-2020 2018-2019 2019-2020 2018-2019
Turnover & Operating Income 6705.31 6435.96 7369.00 7142.18
Profit before Finance Costs Depreciation and Amortisation Expenses Extraordinary Items & Tax Expenses 773.57 736.98 747.63 800.43
Less : Finance costs 224.10 213.38 236.89 220.14
Profit before Depreciation and Amortisation Expenses Extraordinary Items & Tax Expenses 549.47 523.60 510.74 580.29
Less : Depreciation and Amortisation Expenses 240.54 209.75 290.45 235.05
Profit before Share of Profit of a Joint Venture Exceptional Items and Tax Expenses 308.93 313.85 220.29 345.24
Less : Exceptional Items 58.82 70.85 50.21 45.98
Add : Share of profit/ (loss) of Joint Ventures Nil Nil (229) 1.01
Profit Before Tax from Continuing Operation 250.11 243.00 16779 300.27
Current Tax 48.71 53.56 64.67 82.09
(Excess)/ Short Provision of Earlier Years 11.95 31.97 12.01 32.17
Deferred Tax 18.07 (56.00) (0.99) (52.72)
Profit/ (Loss) for the year from Continuing Operation (A) 171.38 213.47 92.10 238.73
Profit/ (Loss) Before Tax for the year from Discontinuing Operation -- (20.70) -- (13.02)
Tax Expense of Discontinued Business -- (6.67) -- (2.70)
Profit/ (Loss) for the year from Discontinuing Operation (B) -- (14.03) -- (10.32)
Profit/ (Loss) Before Tax for the year from Continued and Discontinuing Operation 250.11 222.30 167.79 287.25
Tax Expense of Continuing And Discontinued Business 78.73 22.86 75.69 58.84
Profit for the Year (A+B) 171.38 199.44 92.10 228.41

2. COMPANY'S PERFORMANCE

Outlook for global economic growth started on a weak note in 2019 and continued to beweak through the year. Manufacturing activity and trade growth continued to be low key.The year was marked by geopolitical tensions and trade-war rhetoric mainly between the USand China. This clearly reflected in reduced confidence on the future of the globaltrading system and international cooperation and impacted investment decisions andglobal trade. Several economies signalled and adopted an accommodating monetary policywhich cushioned the impact of global tensions on financial market sentiment and activity.Overall the year wrapped up with World Economic Outlook estimating 2.9% growth in globalGDP - tepid by any measure.

From an Indian perspective as well the Indian economy delivered a mere 4.2% during2019-20 vs. a revised estimate of 6.1% for the previous year. March 2020 of course sawthe start of the Covid-19 pandemic and the associated lockdowns which brought mosteconomic activity to a grinding halt. The new government had assumed office in summer 2019with a historic mandate and has been widely expected to take on more difficult reformitems. The budget and subsequent announcements presented in 2nd Quarter delivered mixedresults - while the financial markets continued to hit historic highs the generaleconomic and job growth continued to be challenged.

Sales of clothing and apparel saw modest growth at an overall level. The momentum hadstarted to build-up by 3rd quarter but the sudden collapse in March impacted the overallvolumes for several leading players. The Indian government on its part has continued to beengaged constructively with the sector. In the recent budget for FY20-21 there wereseveral industry friendly measures announced including removal of anti-dumping duty fromPTA set-up of National Technical Textile Mission and review of Rules of Origin in FTAs toensure that industry interests are not compromised. Most crucial the government decidedto walk out of the contemplated RCEP treaty which brought much needed relief.

In this context your Company delivered an overall topline of Rs 7369 crores which was3% higher compared to previous year. Advanced Materials and Garmenting delivered stronggrowth while Fabric volumes saw minor decline on full year basis. Overall EBITDA reducedfrom Rs 800 crores in the previous year to Rs 748 crores. Consolidate PBT was down 36% atRs 220 crores. Net Profit after Tax after accounting for all exceptional items stood atRs 96 crores which was down 60% as compared to previous year.

A more detailed analysis and commentary is available in the Management Discussion andAnalysis section of this report.

3. DIVIDEND

Keeping in mind the need to conserve resources your Directors do not recommend anydividend on Equity Shares for the year.

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 your Company has formulated a DividendDistribution Policy and the same is available on the Company's Website athttps://www.arvind.com/sites/default/files/field_policy_file/DividendDistributionPolicy.pdf

4. TRANSFER TO RESERVES

During the year under review the Company has not transferred any amount to reserves.

5. SHARE CAPITAL

The authorised share capital of the Company as on 31st March 2020 was Rs 674.50 croresdivided into 57.45 crores equity shares of Rs 10 each and 1 crore preference shares of Rs100 each.

During the year under review the paid up Equity Share Capital of the Company stood atRs 258.77 crores consisting of 258767069 equity shares of Rs 10 each.

During the year under review the Company has not issued shares with differentialvoting rights and sweat equity shares.

6. EMPLOYEE STOCK OPTION SCHEME (ESOS)

The Company has instituted the Employees Stock Option Scheme (ESOS) to grant equitybased incentives to certain eligible employees and directors of the Company and itssubsidiary companies.

Disclosures in compliance with Section 62 of the Companies Act 2013 and Rule 12 ofCompanies (Share Capital and Debentures) Rules 2014 and the Securities and Exchange Boardof India (Share Based Employee Benefits) Regulations 2014 are set out in “Annexure -A'' to this report.

7. DISCLOSURE UNDER SECTION 67(3)(C) OF THE COMPANIES ACT 2013

No disclosure is required under Section 67(3)(c) of the Companies Act 2013 read withRule 16(4) of Companies (Share Capital and Debentures) Rules 2014 in respect of votingrights not exercised directly by the employees of the Company as the provisions of thesaid section are not applicable.

8. FINANCE

The Company has repaid the installments of Term Loans amounting to Rs 357 crores duringthe current year. The Company has also made fresh long term borrowings of Rs 447 croresfor funding capital expenditure and other requirements. Long Term Debt of the Companystands to Rs 1201 crores as on 31st March 2020.

9. FIXED DEPOSITS

During the year under review your Company has not accepted or renewed any Depositwithin the meaning of Section 73 of the Companies Act 2013 and the rules made thereunder.

10. NON-CONVERTIBLE DEBENTURES

As on 31st March 2020

• 8% - 1000 Unsecured Redeemable Listed Taxable NonConvertible Debentures of theface value of Rs 1000000 each for cash at par aggregating to Rs 100 crores;

• 7.79% - 1000 Unsecured Listed Rated Redeemable NonConvertible Debentures of theface value of Rs 1000000 each for cash at par aggregating to Rs 100 crores in series -01 and 02 of Rs 50 crores each were outstanding issued on private placement basis andlisted on the Wholesale Debt Market Segment of BSE Limited.

The Company has on 03.06.2020 allotted 8.50% - 750 Rated Listed SecuredRedeemable Non-Convertible Debentures (NCDs) of the face value of Rs 1000000/- eachfor cash at par aggregating to Rs 75 crores on private placement basis and the said NCDsare listed on the Wholesale Debt Market Segment of BSE Limited.

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

12. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance withrelevant Indian Accounting Standards issued by the Institute of Chartered Accountants ofIndia and form part of this Annual Report.

13. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Care for the society has been an intrinsic value for the promoters of the Lalbhaigroup. We have a long tradition of reaching out to the society through plannedinterventions. The value system underlying this firm belief is that healthy businessesflourish only in a healthy society and to ensure this business leaders must positivelyimpact society. We strongly believe that a company can improve its own functioning byinfluencing the environment in which it operates. The responsibility of undertakingdevelopment initiatives is jointly shared by Arvind Foundation (AF) Strategic HelpAlliance for Relief to Distressed Areas (SHARDA) Trust and Narottam Lalbhai RuralDevelopment Fund (NLRDF). Our key development initiatives include:

Education: Under the broad theme of Educational Advancement Gyanda is an ongoingsupplementary education program designed for primary secondary and higher secondaryschool going children. Carried out by SHARDA Trust our initiative prevents drop out andhelps students complete their basic education from standard V to XII and ahead. Gyanda isan ongoing programme that focuses on improving academic performance and overalldevelopment of the students. This is done through a 8-12 year's handholding process thataspire to help students become last generation in poverty. Gyanda is operational since2006-07. More than 5000 students from lower socio-economic strata have benefitted so far.At present Gyanda has enrolment of more than 1100 students.

Rural Advancement: Under the broad theme of Rural Advancement the Arvind RuralTransformation Initiative (ARTI) is a combination of long term integrated programs focusedin defined geographies in Ahmedabad Gandhinagar and Narmada districts of Gujarat atpresent. Improving the education environment by upgrading the infrastructure in villageschools increasing enrolment by multiple learning and development programs for thestudents and support to parents are initiatives aimed at Educational Advancement. Aprogram to improve farm productivity has been started and multiple trainings and exposurevisits for capacity building of farmers are organised at 4 different villages and villagegroups. Also more than 20 health camps were organised across 9 villages which helped usto screen more than 1400 people for various health conditions.

Under rural advancement NLRDF has been undertaking development initiatives in Gujaratand reaching out to rural and underserved people since 1978. The objective is to improvethe delivery mechanism of government programs by becoming a link between government andthe rural populace and carry out CSR programmes for different companies. It alsoundertakes need based sustainable development programs in the region with focus onagriculture health and sanitation rural energy HIV/ AIDS prevention women and childdevelopment skill development solar energy and livelihood enhancement.

Livelihood Promotion: As part of our Rural Transformation program we carried out aHome Stay Project in villages in Garudeshwar Taluka in Narmada District. With the aim toincrease the income of tribal families quality home stay facilities were created fortourist at rural homes. The Taluka has the advantage of hosting the World's tallest statue- The Statue of Unity which is a major tourist destination there and hence a hugepotential of additional alternative income for the native tribal families.

Inner Well Being: As part of our rural transformation strategy Arvind is carryingout an Inner Wellbeing Program in rural Gujarat and Rajasthan since last four years. Thisis the result of our conviction that physical and social developments are meaningful onlyif people are also well from within. Heartfulness Meditation programs are being conductedin a planned and structured manner. This program is based on the SahajMarg system of RajaYoga meditation. In 2019-20 we conducted sessions in close to 200 places and reached outto around 15000 people.

Women empowerment (CSR in spirit): We are working towards empowerment and inclusivegrowth of women belonging to the tribal areas of Gujarat. The project was started in theyear 2014 and has enrolled more than 900 women till date. We work with our civil societypartners to help women join this program acquire industry specific vocational skills(Apparel Manufacturing) get employed in Arvind's manufacturing units and stay in companymanaged dormitories. Stay in dormitories create a unique opportunity of upgrading theirqualification and skills in their free time. Apart from employment and earning the womenare enrolled in Babasaheb Ambedkar Open University to further their educationalqualification acquire different life skills and nurture aspiration to move from bluecollar to white collar work. We are working on expansion of this program to differentgeographies. Promotion of Indology: As part of our commitment to support CulturalAdvancement through this ongoing program the company has been supporting LalbhaiDalpatbhai Bhartiya Sanskriti Vidyamandir (LDBSV) towards its efforts to preserve India'srich heritage. The project named Promotion of Indology is creating a comprehensiveresearch-oriented digital repository of paper/ palm-leaf manuscripts housed in LalbhaiDalpatbhai Institute of Indology (LDII). These digital grabs will initially be accessibleon low resolution digital media (hard disks compact disks) leaving open the possibilityof uploading the material onto a website. High resolution versions of the material will bemade available as and when appropriate. Around 32 lacs pages of such Manuscripts areavailable at LDII.

Indigo Museum: To support cultural advancement the company has approved a uniqueplan to set up an Indigo Museum to capture the story of indigo and associated materialsand capture broader narratives around the story of the colour cloth trade revolutionarystruggles design thinking and artistic collaborations. India's cultural connection toIndigo is unique. India was the Indigo capital of the world. Indigo owes its name to thecountry - “Indikon” in Greek which means “from India”. This is our wayto pay respect to our heritage.

Working with Artisans: The Company support to the project titled “WalkingHand-in-Hand - Taking Unnamed Artisans to the World Stage” continued in second year.The project is being implemented by CDS Art Foundation. The project supports such artisanswho work on exquisite textiles but largely remain unnoticed and unsupported. Theinitiative identify engage encourage and support such artisans who have unique abilityand potential to go far. These are Masters who are not only selfemployed but areemployment providers too in their community. The Annual Report on CSR Activities inprescribed format is enclosed as “Annexure - B”.

14. HUMAN RESOURCES

The Company believes that Human Resources shape the success of its business vision. TheCompany is committed to investing in hiring the right talent sustainably engaging anddeveloping them retaining and rewarding them to deliver organizational results andgrowth.

An important focus area for the organization has been to respond to trends shaping thefuture of work that make the Company agile productive and help improve HR systemsprocesses and enhance employee experience.

The Company has invested efforts in bringing effectiveness in hiring and creating anemployer brand creating internal mobility reorganizing structures in line with businessplans and performance and establishing the right rewards and recognition. Adoption ofdigital tools in our new way of working has ensured that our employees are equipped towork with these through the right skills. While doing so we have been cognizant ofunderstanding what motivates and engages our people and how they perceive their workenvironment. Therefore we encourage open and regular dialogue between managers and theirteam members conduct surveys and offer hand holding support which ensures our people feelcomfortable to speak up raise concerns and are empowered to initiate improvements.

Our approach to performance management is a holistic one wherein while holding peopleaccountable we look at continuous development and create opportunities for them to excelin new and/ or larger roles. Performance dialogues create opportunities for regularmeaningful feedback. This approach is directly linked to our compensation framework andpromotion process. We also offer a wide range of benefits to our employees.

To ensure we develop future leaders we provide a number of opportunities to fostermanagement and leadership skills. The purpose is to equip our people with the necessarycapabilities to lead the organization through change develop their teams manageperformance and ensure business success in line with the organizational strategy. Onlearning our focus shall continue to be towards digitalization of learning andintroduction of various e-learning courses on managerial & functional competencies.

15. RISK MANAGEMENT

The Company has a robust Enterprise Risk Management framework which enables it to takecertain risks to remain competitive and achieve higher growth and at the same timemitigate other risks to maintain sustainable results.

Under the framework the Company has laid down a Risk Management Policy which definesthe process for identification of risks its assessment mitigation measures monitoringand reporting. While the Company through its employees and Executive Managementcontinuously assess the identified Risks the Risk Management Committee reviews theidentified Risks and its mitigation measures annually.

The Company has identified 17 Risks - 5 Strategic Risks 10 Operational Risks & 2Regulatory Risks. Key Strategic Risks include demand destruction changing customerpreference and supply chain disruption due to pandemic reputational risk successionplanning & business continuity planning. Key Operating Risks include customers' creditrisk fluctuating forex rates and cotton prices cyber security risk IT system breakdownlabour unrest fire & safety concentration of business with certain customers andsustainability. Regulatory Risks include changes in bilateral/ multilateral tradeagreements international trade disputes and regulatory compliances.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has an Internal ControlSystem commensurate with the size scale and complexity of its operations. The Companyhas an Internal Audit Department with adequate experience and expertise in internalcontrols operating system and procedures. In discharging their role and responsibilitiesthe department also engages external audit firms wherever deemed necessary.

The Internal Audit Department reviews the adequacy of internal control system in theCompany its compliance with operating systems and laid down policies and procedures.Based on the report of internal audit function process owners undertake correctiveactions in their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee of theBoard.

17. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances offraud and mismanagement if any. The details of the Whistle Blower Policy are explained inthe Corporate Governance Report and also posted on the website of the Company athttps://www.arvind.com/sites/default/files/field_policV_file/Whistle%20Blower%20PolicV_n.pdf

18. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

As on 31st March 2020 the Company has 23 subsidiaries (Direct or Indirect) and 5 jointventure/ associate companies.

During the year under review the following companies were incorporated/ acquired orbecame subsidiaries/ joint ventures/ associate companies (Direct or Indirect):

1. AJ Environmental Solutions Company China (Subsidiary)

2. PVH Arvind Manufacturing PLC Ethiopia (Joint Venture/ Associate)

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 a statement containing salient features of financialstatements of subsidiaries associates and joint venture companies in Form AOC-1 isattached to the Financial Statements. The separate audited financial statements in respectof each of the subsidiary shall be kept open for inspection at the Registered Office ofthe Company. The Company will also make available these documents upon request by anyMember of the Company interested in obtaining the same. The separate audited financialstatements in respect of each of the subsidiary are also available on the website of theCompany at www.arvind.com.

The Company has framed a policy for determining material subsidiaries which has beenupl oade d on Company's website athttps://www.arvind.com/sites/default/files/field_policv_file/PolicV%20on%2oMaterial%2oSubsidiaries.pdf

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors consists of 9 (nine) members of which 5 (five) are IndependentDirectors. The Board also comprises of one women Independent Director.

As per the provisions of Section 152(6) of the Act Mr. Kulin Lalbhai (holding DIN05206878) shall retire by rotation at the ensuing Annual General Meeting and beingeligible offered himself for re-appointment as the Director of the Company.

As per the provisions of Section 149(10) of the Act Dr. Bakul H. Dholakia (holding DIN00005754) Ms. Renuka Ramnath (holding DIN 00147182) and Mr. Nilesh D. Shah (holding DIN01711720); shall be re-appointed for a second term of five years as an IndependentDirector of the Company subject to approval of members in ensuing Annual General Meeting.

As per the provisions of Section 203 of the Companies Act 2013 Mr. Sanjay Lalbhai -Chairman and Managing Director Mr. Jayesh Shah - Director and Group Chief FinancialOfficer and Mr. R.V. Bhimani - Company Secretary; are the Key Managerial Personnels of theCompany.

20. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual evaluation of its own performance as well as that of its Committees andIndividual Directors. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

21. APPOINTMENT AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andSenior Management and their remuneration. The same is available on the website of theCompany at www.arvind.com.

22. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a familiarization programmefor the Independent Directors to familiarize them with their roles rights andresponsibilities as Directors the working of the Company nature of the industry in whichthe Company operates business model etc. The details of the familiarization programme areexplained in the Corporate Governance Report and also available on the Company's websiteat https://www.arvind.com/sites/default/files/field policyfile/Familiarisation%20Programme%20for%20IDs.pdf

23. DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and they have complied with the Code for Independent Directors asprescribed in Schedule IV to the Act.

24. BOARD AND COMMITTEE MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year under review 5 meetings of the Board were held. The details of theBoard and Committee meetings are provided in the Corporate Governance Report forming partof this Report.

25. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

a. in preparation of the annual accounts for the financial year ended March 31 2020the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period;

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

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls which are adequate and areoperating effectively;

f. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

26. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm's length basis in the ordinarycourse of business and are in compliance with the applicable provisions of the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. There are no materially significant related party transactions made by the Companywith Promoters Directors Key Managerial Personnel etc. which may have potential conflictwith the interest of the Company at large or which warrants the approval of theshareholders. Accordingly no transactions are being reported in Form AOC-2 in terms ofSection 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014. Howeverthe details of the transactions with Related Parties are provided in the Company'sfinancial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board.Omnibus approval is obtained for the transactions which are foreseen and repetitive innature. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions.

The Policy on Related Party Transactions as approved by the Board is available onCompany's website athttps://www.arvind.com/sites/default/files/field_policv_file/Related%20PartV%20Transactions%20Policv%20201Q.pdf

27. 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.

28. AUDITORS

• Statutory Auditors

Deloitte Haskins & Sells LLP Chartered Accountants (ICAI Firm Registration No.117366W/W-100018) were appointed as Statutory Auditors of your Company at the AnnualGeneral Meeting held on 4th August 2017 for a term of five consecutive years. The Reportgiven by the Auditors on the financial statements of the Company is part of the AnnualReport. There has been no qualification reservation adverse remark or disclaimer givenby the Auditors in their Report.

• Cost Auditors

Kiran J. Mehta & Co. Cost Accountants Ahmedabad (Firm Registration No. 000025)carried out the cost audit for applicable businesses during the year. The Board ofDirectors has appointed them as Cost Auditors for the financial year 2020-21. Theremuneration payable to the Cost Auditors is required to be placed before the Members in ageneral meeting for their ratification. Accordingly a Resolution seeking Members'ratification for the remuneration payable to Kiran J. Mehta & Co. Cost Auditors isincluded at item No. 9 of the notice convening the Annual General Meeting.

• Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Hitesh Buch & Associates a firm of Company Secretaries in practice toconduct the Secretarial Audit of the Company for the financial year 2019-20.

The Secretarial Audit Report for the financial year ended 31st March 2020 pursuant toSection 204 of the Companies Act 2013 and Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and Regulation 24A of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed herewith as“Annexure - C”. The Secretarial Audit Report does not contain anyqualifications reservations or adverse remarks.

29. ENHANCING SHAREHOLDERS' VALUE

Your Company believes that its Members are its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socioeconomic and environmentaldimensions and contribute to sustainable growth and development.

30. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

The Corporate Governance Report and Management Discussion & Analysis which formpart of this Report together with the Certificate from the auditors of the Companyregarding compliance of conditions of Corporate Governance as stipulated in Schedule V ofRegulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

31. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year ended 31st March 2020 as stipulatedunder Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed which forms part of this Annual Report.

32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as “Annexure -D”.

33. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as “Annexure - E”.

34. PARTICULARS OF EMPLOYEES

The information required pursuant to 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 in respect of employees of the Company will be provided uponrequest. In terms of Section 136(1) of the Companies Act 2013 the Report and Accountsare being sent to the Members and others entitled thereto excluding the information onemployees' particulars which is available for inspection by the Members at the RegisteredOffice of the Company during business hours on working days of the Company up to the dateof the ensuing Annual General Meeting. If any Member is interested in obtaining a copythereof such Member may write to the Company Secretary in this regard.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in “Annexure - F'' tothis report.

35. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder.

Arvind Internal Complaints Committee (AICC) is formed and its details are declaredacross the organizations. All AICC members are trained by subject experts on handling theinvestigations and proceedings as defined in the policy.

During the financial year 2019-20 the Company has received 1 (one) complaint on sexualharassment. AICC conducted the proceedings as defined in the Policy. The case was dealtwith as per the policy guidelines and ICC recommendations were given in a fair and justmanner.

36. ACKNOWLEDGEMENTS

The Board expresses its sincere thanks to all the employees customers suppliersinvestors lenders regulatory and government authorities and stock exchanges for theirco-operation and support and look forward to their continued support in future.

By order of the Board
Place: Ahmedabad Sanjay Lalbhai
Date: June 27 2020 Chairman and Managing Director

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