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Arvind Ltd.

BSE: 500101 Sector: Industrials
NSE: ARVIND ISIN Code: INE034A01011
BSE 00:00 | 24 May 77.90 2.95
(3.94%)
OPEN

75.00

HIGH

78.50

LOW

74.45

NSE 00:00 | 24 May 77.95 3.05
(4.07%)
OPEN

74.50

HIGH

78.50

LOW

74.30

OPEN 75.00
PREVIOUS CLOSE 74.95
VOLUME 237965
52-Week high 154.38
52-Week low 70.15
P/E 7.45
Mkt Cap.(Rs cr) 2,015
Buy Price 77.90
Buy Qty 2067.00
Sell Price 78.50
Sell Qty 904.00
OPEN 75.00
CLOSE 74.95
VOLUME 237965
52-Week high 154.38
52-Week low 70.15
P/E 7.45
Mkt Cap.(Rs cr) 2,015
Buy Price 77.90
Buy Qty 2067.00
Sell Price 78.50
Sell Qty 904.00

Arvind Ltd. (ARVIND) - Director Report

Company director report

DIRECTORS’ REPORT

To the Members

Your Directors are pleased to present the Annual Report along with theAudited Financial Statements for the period from 1st April 2017 to 31st March 2018.

1. FINANCIAL RESULTS

Highlights of Financial Results for the year are as under:

Rs. in crores

2017-2018 2016-2017 2017-2018 2016-2017
Turnover & Operating 6423.34 5980.98 10826.13 9257.69
Income
Profit before Finance Costs Depreciation and Amortisation Expenses Extraordinary Items & Tax Expenses 700.86 818.78 1027.58 1021.38
Less : Finance costs 177.68 221.87 257.85 288.41
Profit before Depreciation and Amortisation Expenses Extraordinary Items & Tax Expenses 523.18 596.91 769.73 732.97
Less : Depreciation and Amortisation Expenses 208.85 182.10 359.34 297.08
Profit before Extraordinary Items and Tax Expenses 314.33 414.81 410.39 435.89
Less : Exceptional Items 22.72 280.17 22.72 18.06
Profit Before Tax 291.61 134.64 387.67 417.83
Current Tax 60.93 49.54 123.27 70.08
(Excess)/Short Provision of Earlier Years 1.26 0.62 1.80 0.62
Deferred Tax (20.62) 65.92 (50.50) 28.19
Share of profit/(loss) of NIL NIL 2.71 1.91
Joint Ventures
Profit After Tax 250.04 18.56 315.81 320.85

2. COMPANY’S PERFORMANCE

Year 2017 saw a marked improvement in growth in the global economies onthe back of strong growth in global trade. Global trade recovered strongly after anextremely weak 2016 and grew at 4.9% in 2017. Recovery was broad based with both developedand emerging economies registering an improvement in growth rate. Developed economiesincluding US and Western Europe countries saw an increase in investment spending that ledto higher growth. On the other hand emerging economy registered a pick-up in consumerspending which drove their economic growth. Indian economy registered a strong growthdespite the after-effects of demonetisation and disruptions caused by GST implementation.Inflation remained benign for most part of the year partially aided by low crude prices.With crude prices rising up now we can expect to see a little higher inflation goingforward. In this backdrop your Company delivered a growth of 16.9% in revenue whileOperating Earnings before Interest Depreciation and Taxes (EBITDA) was up 2.7% duringFY2017-18. Our brands and retail business registered a strong growth of 31% in revenuedriving the overall company growth. Profit before taxes for the year was Rs. 413 crores adecline of 5.6% over the previous year. A detailed analysis of the financial results isgiven in the Management Discussion and Analysis Report which forms part of this report.

3. DIVIDEND

Your Directors have recommended a dividend of 24% i.e. Rs. 2.40 perequity share of Rs. 10 each for the year ended on 31st March 2018. The dividend ifapproved by the members would involve a cash outflow of Rs. 75 crores (inclusive of taxon dividend).

In terms of the provisions of Regulation 43A of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 your Company has formulated aDividend Distribution Policy and the same is available on the Company’s Website at:

http://www.arvind.com/sites/default/files/field_policy_file/DividendDistributionPolicy.pdf

4. TRANSFER TO RESERVES

During the year under review the Company has transferred Rs. 50 croresto Debenture Redemption Reserve.

5. SCHEME OF ARRANGEMENT

The Scheme of Arrangement in the nature of amalgamation of ArvindBrands and Retail Limited (“ABRL”) Arvind Garments Park Private Limited(“AGPPL”) and Dholka Textile Park Private Limited (“DTPPL”) withArvind Limited (“AL”) under sections 230-232 and other applicable provisions ofthe Companies Act 2013 has been sanctioned by the National Company Law Tribunal Bench atAhmedabad (“NCLT”) vide its order dated 24th August 2017. The Scheme has becomeeffective on 9th November 2017 on filing with the Registrar of Companies Gujarat witheffect from 1st April 2016 i.e. Appointed Date.

During the year under review your Directors had approved the CompositeScheme of Arrangement amongst Arvind Limited (“Arvind”) and Arvind FashionsLimited (“Arvind Fashions”) and Anveshan Heavy Engineering Limited(“Anveshan”) and The Anup Engineering Limited (“Anup”) and theirrespective shareholders and creditors under Sections 230 - 232 read with Section 66 andother applicable provisions of the Companies Act 2013 involving :

demerger transfer and vesting of Branded Apparel Undertaking fromArvind to Arvind Fashions and Engineering Undertaking from Arvind to Anveshan on a goingconcern basis and consequent issue of shares by Arvind Fashions and Anveshan ;amalgamation of Anup with Anveshan ; reduction of share capital of Arvind Fashions andAnveshan. The Appointed Date for transfer of Branded Apparel Undertaking from Arvind toArvind Fashions is the effective date and the Appointed Date for transfer of EngineeringUndertaking from Arvind to Anveshan and for amalgamation of Anup with Anveshan is 1stJanuary 2018. The Scheme is subject to requisite approvals including sanction by NCLT.

6. SHARE CAPITAL

During the year under review the authorized equity share capital ofthe Company has been increased from Rs. 565 crores to Rs. 674.50 crores on account ofamalgamation of Arvind Brands and Retail Limited Arvind Garments Park Private Limited andDholka Textile Park Private Limited with Arvind Limited. Consequently the authorizedshare capital of the Company as on 31st March 2018 was Rs. 774.50 crores divided into67.45 crores equity shares of Rs. 10 each and 1 crore preference shares of Rs. 100 each.During the year under review your Company allotted 258000 Equity Shares of Rs. 10 eachto the eligible employees pursuant to the exercise of stock options granted in terms ofthe Employees Stock Option Scheme 2008 (ESOS) of the Company. Consequently the paid upEquity Share Capital of the Company stood at Rs. 258.62 crores consisting of 258617069equity shares of Rs. 10/- each.

During the year under review the Company has not issued shares withdifferential voting rights and sweat equity shares.

7. EMPLOYEE STOCK OPTION SCHEME (ESOS)

The Company has instituted the Employee Stock Option Scheme (ESOS) togrant equity based incentives to certain eligible employees and directors of the Companyand its subsidiary companies. During the year under review the Company has not grantedany stock options. Details of the shares issued under Employee Stock Option Scheme (ESOS)and also the disclosures in compliance with Section 62 of the Companies Act 2013 and Rule12 of Companies (Share Capital and Debentures) Rules 2014 and the Securities and ExchangeBoard of India (Share based Employee Benefits) Regulations 2014 are set out in‘‘Annexure -A’’ to this report.

8. DISCLOSURE UNDER SECTION 67 (3) (C) OF THE COMPANIES ACT2013

No disclosure is required under section 67 (3) (c) of the CompaniesAct 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules 2014 inrespect of voting rights not exercised directly by the employees of the Company as theprovisions of the said section are not applicable.

9. FINANCE

The Company has repaid the installments of Term Loans amounting to Rs.336 crores during the current year. The Company has also made fresh long term borrowingsof Rs. 525 crores ( Rs. 220 crores from subsidiaries) for funding capital expenditure andother requirements. Long Term Debt of the Company stands to Rs. 901 crores ( Rs. 40 croresloan from subsidiaries) as on 31st March 2018.

10. FIXED DEPOSITS

During the year under review your Company has not accepted or renewedany Deposit within the meaning of Section 73 of the Companies Act 2013 and the rules madethere under.

11. NON-CONVERTIBLE DEBENTURES

During the year under review your Company has issued and allotted thefollowing Non-convertible Debentures:

8% - 1000 Unsecured Listed Rated Redeemable Non-Convertible Debenturesof the face value of Rs. 1000000 each for cash at par aggregating Rs. 100 crores onprivate placement basis listed on the Wholesale Debt Market Segment of the BSE Limited;

7.79% - 1000 Unsecured Listed Rated Redeemable Non-ConvertibleDebentures of the face value of Rs. 1000000 each for cash at par aggregating Rs. 100crores in series -01 and 02 of Rs. 50 crores each on private placement basis listed onthe Wholesale Debt Market Segment of the BSE Limited.

12. PARTICULARS OF LOANS GUARANTEES OR

INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

13. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared inaccordance with relevant Indian Accounting Standards issued by the Institute of CharteredAccountants of India and form part of this Annual Report.

14. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Arvind Ltd. believes that inclusive development of society is anintegral part of doing business. To us CSR is a synergistic and strategic investment toempower and grow our business along with our neighbouring community. Our developmentprograms endeavour to create sustainable solutions to serve and empower the underservedcommunity in the regions where we operate. Arvind Foundation (a section 8 company) was setup as an umbrella organization to strengthen and expand the development programsundertaken by our Trusts for many years.

Strategic Help Alliance for Relief to Distressed Areas (SHARDA) Trustworks on the programs of urban renewal since 1997. Narottam Lalbhai Rural Development Fund(NLRDF) has been working with the rural populace transforming their lives through itsinterventions. We believe in synergistic partnerships and have partnered with likemindedindividuals and organisations including but not restricted to government bodiescorporates academic institutions research & development training bodies and NGOswhich add value to our programs and bring specific expertise.

Our development initiatives:

Educational Support Program called Gyanda is a unique supplementaryeducation model designed for primary secondary and higher secondary school going childrenstudying in Municipal Schools. It prevents these children from dropping out and helps themcomplete their basic education from standard V to XII. At present there are around 1000students in our system. This program is being managed by SHARDA Trust.

Rural development initiatives undertaken by NLRDF in 3 districts ofGujarat are reaching out to around 35000 people. NLRDF provides transformative solutionsand links Government programs with the rural poor thereby improving the deliverymechanism.

Arvind Medical Centres (a Primary Health Centre) provides credibleaffordable and quality primary healthcare to the people and specifically benefitting theeconomically disadvantaged section of the society. Four Arvind centres are operational atpresent providing medical services under one roof.

Arvind Rural Transformation Initiative (ARTI) is a new program to workon the all-round development of 15 villages in Santej region. Enabling SanitationEcosystem (Project Asmita) is an endeavor to contribute towards making India opendefecation free. Towards this end we have created Asmita toilet design that is costeffective and easy to install. We are promoting the installation and use of these toiletsin rural areas through like-minded partners.

Promoting Inner Well Being through meditation programs among masses.People are exposed to the techniques and benefits of relaxation and meditation and areencouraged to make it a part of their daily routine.

Skill development program for tribal girls (CSR in spirit) encompassestraining of tribal girls in Apparel Manufacturing and employing the girls to work in ourmanufacturing unit thereby providing them employment opportunity to upgrade theirqualification and skills and seek better white collar jobs ahead. The Annual Report on CSRActivities in prescribed format is enclosed as “Annexure-B”.

15. HUMAN RESOURCES

The Company believes that Human Resources play a significant role inachieving its business vision. Hence the Company continues to invest on hiring the besttalent from other industries developing and retaining the available talent to ensure asustainable talent supply within the organization. The Company provides variousopportunities to the employees to develop and hone their skills to take up higherresponsibilities in the organization.

A well - defined competency framework outlines the leadershipbehaviours expected from employees to be successful in Arvind. The Company also usesvarious communication channels to seek employees’ feedback about the overall workingenvironment and the necessary tools and resources they need to perform at their bestpotential.

Diverse employee engagement initiatives are launched to ensureemployees of various age and background continue to be effective in their roles and buildmeaningful career at Arvind. The Group’s Corporate Human Resources plays a criticalrole in company’s talent management process.

16. RISK MANAGEMENT

The Company has a robust Enterprise Risk Management framework whichenables it to take certain risks to remain competitive and achieve higher growth and atthe same time mitigate other risks to maintain sustainable results.

Under the framework the Company has laid down a Risk Management Policywhich defines the process for identification of risks its assessment mitigationmeasures monitoring and reporting. While the Company through its employees and ExecutiveManagement continuously assess the identified Risks the Audit Committee reviews theidentified Risks and its mitigation measures annually.

The Company has identified 21 Risks - 5 Strategic Risks 12 OperationalRisks & 4 Regulatory Risks. Key Strategic Risks include geographical concentration ofits manufacturing capacity reputational risk digital readiness to enable growth atBrands changing customer preference from cotton to blends & business continuityplanning. Key Operating Risks include fluctuation in cotton prices labour unrestdiminishing product life cycle of voiles business increased global and local competitioncustomers’ credit risk fire & safety related accidents non-renewal of licencecustomers’ concentration & fluctuation on foreign exchange rates. RegulatoryRisks include changes in taxation regime bilateral/multilateral trade agreementsgovernment policies with respect to textiles regulatory compliances & data privacy.

17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The Company has an Internal Audit Department withadequate experience and expertise in internal controls operating system and procedures.In discharging their role and responsibilities the department is supported by an externalaudit firm.

The Internal Audit Department reviews the adequacy of internal controlsystem in the Company its compliance with operating systems and laid down policies andprocedures. Based on the report of internal audit function process owners undertakecorrective actions in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to dealwith instances of fraud and mismanagement if any. The details of the Whistle BlowerPolicy are explained in the Corporate Governance Report and also posted on the website ofthe Company at

http://www.arvind.com/sites/default/files/field_policy_file/Whistleblower%20policy.pdf

19. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE

COMPANIES

As on 31st March 2018 the Company has 27 subsidiaries (Direct orIndirect) and 2 joint venture companies.

During the year under review the following Companiesincorporated/acquired as or become subsidiaries/joint ventures of the Company (Direct orIndirect):

1. Arvind Transformational Solutions Private Limited (Subsidiary)

2. Arya Omnitalk Wireless Solutions Private Limited (Subsidiary)

3. Arvind Smart Textiles Limited (Subsidiary)

4. Arvind Enterprise (FZE) Sharjah UAE (Subsidiary)

5. Arvind Envisol PLC Ethiopia (Subsidiary)

6. Brillaire Inc. Canada (Subsidiary)

7. Calvin Klein Arvind Fashion Private Limited (Subsidiary)

8. Tommy Hilfiger Arvind Fashion Private Limited (Subsidiary)

During the year under review the following subsidiaries ceased to be the subsidiariesof the Company:

1. Arvind Brands and Retail Limited (merged with Arvind Limited)

2. Dholka Textile Park Pvt. Limited (merged with Arvind Limited)

3. Arvind Garments Park Pvt. Limited (merged with Arvind Limited)

Pursuant to the provisions of Section 129(3) of the Companies Act 2013read with the Companies (Accounts) Rules 2014 a statement containing salient features offinancial statements of subsidiaries associates and joint venture companies in Form AOC-1is attached to the Financial Statements. The separate audited financial statements inrespect of each of the subsidiary shall be kept open for inspection at the RegisteredOffice of the Company. The Company will also make available these documents upon requestby any Member of the Company interested in obtaining the same. The separate auditedfinancial statements in respect of each of the subsidiary are also available on thewebsite of the Company at www.arvind.com The Company has framed a policy for determiningmaterial subsidiaries which has been uploaded on company’s website at

http://www.arvind.com/sites/default/files/field_policy_file/PolicyonMaterialSubsidiaries.pdf

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors consists of 10 members of which six areIndependent Directors. The Board also comprises of one women Director.

As approved by the shareholders at the Annual General Meeting (AGM)held on 4th August 2017 Mr. Punit Lalbhai (DIN: 05125502) and Mr. Kulin Lalbhai (DIN:05206878) were appointed as Executive Directors of the Company for a further period offive years from 1st August 2017.

As per the provisions of Section 152 (6) of the Act Mr. Sanjay Lalbhai(holding DIN 00008329) shall retire by rotation at the ensuing Annual General Meeting andbeing eligible has offered himself for re-appointment as the Director of the Company. Asper the provisions of Section 203 of the Companies Act 2013 Mr. Sanjay Lalbhai- Chairmanand Managing Director Mr. Jayesh Shah-Whole time Director and Chief Financial Officer andMr. R.V. Bhimani-Company Secretary are the key managerial personnel of the Company.

21. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.

22. REMUNERATION POLICY

The Board has on the recommendation of the Nomination and RemunerationCommittee framed a policy for selection and appointment of Directors Key ManagerialPersonnel and Senior Management and their remuneration. The Remuneration Policy isexplained in the Corporate Governance Report forming part of this Report.

23. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT

DIRECTORS

In compliance with the requirements of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has put in place a familiarizationprogram for the Independent Directors to familiarize them with their role 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 program areexplained in the Corporate Governance Report are also available on the Company’swebsite athttp://www.arvind.com/sites/default/files/field_policy_file/FamiliarisationProgramsofIDs.pdf

24. DECLARATION OF INDEPENDENCE

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed under Section 149(6) of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

25. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

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

During the year under review 5 meetings of the Board were held. Thedetails of the meetings are provided in the Corporate Governance Report forming part ofthis Report.

26. DIRECTORS’ RESPONSIBILITY STATEMENT

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

a. in preparation of the annual accounts for the financial year ended March 31 2018the 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.

27. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm’s lengthbasis in the ordinary course of business and are in compliance with the applicableprovisions of the Companies Act 2013 and the SEBI (LODR) Regulations 2015. There are nomaterially significant related party transactions made by the Company with PromotersDirectors or Key Managerial Personnel etc. which may have potential conflict with theinterest of the Company at large or which warrants the approval of the shareholders.Accordingly no transactions are being reported in Form AOC-2 in terms of Section 134 ofthe Act read with Rule 8 of the Companies (Accounts) Rules 2014. However the details ofthe transactions with Related Party are provided in the Company’s financialstatements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee andthe Board. 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 a quarterly basis specifying the nature value and terms andconditions of the transactions.

The Policy on Related Party Transactions as approved by the Board isavailable on Company’s website at

http://www.arvind.com/sites/default/files/field_policy_file/RelatedPartyTransactionsPolicy.pdf

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

29. AUDITORS

A. Statutory Auditors

Deloitte Haskins & Sells LLP Chartered Accountants (ICAI FirmRegistration No. 117366W/W-100018) were appointed as Statutory Auditors of your Company atthe last Annual General Meeting held on 4th August 2017 for a term of five consecutiveyears. The Report given by the Auditors on the financial statements of the Company is partof the Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.

B. Cost Auditors

Kiran J. Mehta & Co. Cost Accountants Ahmedabad (FirmRegistration No. 000025) carried out the cost audit for applicable business during theyear. The Board of Directors has appointed them as Cost Auditors for the financial year2018-19.

The remuneration payable to the Cost Auditors is required to be placedbefore the Members in a general meeting for their ratification. Accordingly a Resolutionseeking Members’ ratification for the remuneration payable to Kiran J. Mehta &Co. Cost Auditors is included at item No.4 of the notice convening the Annual GeneralMeeting.

C. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s Hitesh Buch & Associates a firm of Company Secretaries inpractice to conduct the Secretarial Audit of the Company for the financial year 2017-18.The Secretarial Audit Report is annexed herewith as “Annexure-C”. TheSecretarial Audit Report does not contain any qualifications reservations or adverseremarks.

30. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most importantstakeholders. Accordingly your Company’s operations are committed to the pursuit ofachieving high levels of operating performance and cost competitiveness consolidating andbuilding for growth enhancing the productive asset and resource base and nurturingoverall corporate reputation. Your Company is also committed to creating value for itsother stakeholders by ensuring that its corporate actions positively impact thesocioeconomic and environmental dimensions and contribute to sustainable growth anddevelopment.

31. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION &ANALYSIS

The Corporate Governance Report and Management Discussion &Analysis which form part of this Report are set out as seperate Annexures together withthe Certificate from the auditors of the Company regarding compliance of conditions ofCorporate Governance as stipulated in Schedule V of Regulation 34(3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

32. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year ended 31st March 2018as stipulated under Regulation 34 of the SEBI (LODR) Regulations 2015 is annexed whichforms part of this Annual Report.

33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as“Annexure- D”.

34. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in formMGT-9 is annexed herewith as “Annexure -E”.

35. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 in respect of employees of the Company will be providedupon request. In terms of Section 136(1) of the Companies Act 2013 the Report andAccounts are being sent to the Members and others entitled thereto excluding theinformation on employees’ particulars which is available for inspection by theMembers at the Registered Office of the Company during business hours on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are given in‘‘Annexure-F’’ to this report.

36. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace andhas adopted a policy against sexual harassment in line with the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and therules framed thereunder.

Arvind Internal Complaints Committee (AICC) is formed and its detailsare declared across the organizations. All AICC members are trained by subject experts onhandling the investigations and proceedings as defined in the policy.

During the financial year 2017-18 the Company has received 1 (one)complaint on sexual harassment. AICC conducted the proceedings as defined in the Policy.The case was dealt with as per the policy guidelines and ICC recommendations were givenin a fair and just manner.

37. ACKNOWLEDGEMENTS

The Board expresses its sincere thanks to all the employees customerssuppliers investors lenders regulatory and government authorities and stock exchangesfor their cooperation and support and look forward to their continued support in future.

By order of the Board
Date: May 9 2018 Sanjay Lalbhai
Place: Ahmedabad Chairman and Managing Director