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Arvind Ltd.

BSE: 500101 Sector: Industrials
NSE: ARVIND ISIN Code: INE034A01011
BSE 16:01 | 11 Aug 30.55 -0.10
(-0.33%)
OPEN

30.65

HIGH

31.20

LOW

30.45

NSE 15:59 | 11 Aug 30.55 -0.05
(-0.16%)
OPEN

30.80

HIGH

31.25

LOW

30.40

OPEN 30.65
PREVIOUS CLOSE 30.65
VOLUME 157058
52-Week high 59.00
52-Week low 19.00
P/E 3.73
Mkt Cap.(Rs cr) 791
Buy Price 30.45
Buy Qty 415.00
Sell Price 30.80
Sell Qty 500.00
OPEN 30.65
CLOSE 30.65
VOLUME 157058
52-Week high 59.00
52-Week low 19.00
P/E 3.73
Mkt Cap.(Rs cr) 791
Buy Price 30.45
Buy Qty 415.00
Sell Price 30.80
Sell Qty 500.00

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 2018 to 31st March 2019.

1. FINANCIAL RESULTS

Highlights of Financial Results for the year are as under:

Rs in Crores

Standalone

Consolidated

Particulars 2018-2019 2017-2018 2018-2019 2017-2018
Turnover & Operating Income 6435.96 6332.13 7142.18 6793.66
Profit before Finance Costs Depreciation and Amortisation Expenses Extraordinary Items & Tax Expenses 736.98 712.72 800.43 748.12
Less: Finance costs 213.38 174.61 220.14 175.67
Profit before Depreciation and Amortisation Expenses Extraordinary Items & Tax Expenses 523.60 538.11 580.29 572.45
Less: Depreciation and Amortisation Expenses 209.75 201.47 235.05 222.35
Profit before Share of Profit of a Joint Venture Exceptional Items and Tax Expenses 313.85 336.64 345.24 350.10
Less: Exceptional Items 70.85 22.72 45 98 22.72
Add: Share of profit/(loss) of Joint Ventures NIL NIL 1.01 2.71
Profit Before Tax from Continuing Operation 243.00 313.92 300.27 330.09
Current Tax 53.56 60.93 82.09 79.25
(Excess)/Short Provision of Earlier Years 31.97 1.26 32.17 1.80
Deferred Tax (56.00) (12.85) (52.72) (11.70)
Profit/(Loss) for the year from Continuing Operation (A) 213.47 264.58 238.73 260.74
Profit/(Loss) Before Tax for the year from Discontinuing Operation (20.70) (22.31) (1302) 60.29
Tax Expense of Discontinued Business (6.67) (7.77) (2.70) 5.22
Profit/(Loss) for the year from Discontinuing Operation (B) (14.03) (14.54) (10.32) 55.07
Profit/(Loss) Before Tax for the year from Continued and Discontinuing Operation 222.30 291.61 287.25 390.38
Tax Expense of Continuing and Discontinued Business 22.86 41.57 58.84 74.57
Profit for the Year (A+B) 199.44 250.04 228.41 315.81

2. COMPANY'S PERFORMANCE

2018 was generally a strong year for the global economy though it ended at a globalGDP growth of 3.7% as against an opening of the year outlook which was widely anticipatedat 4%+. US continued to be the prime driver of the economic growth though the on-offtrade war between the US and China is kept threatening the sentiment. Europe continued todeal with the protracted Brexit negotiations and continuing stress in the other parts ofthe system. China grew at 6.6% in 2018 which was its lowest performance in last 28 yearspartly driven by its intent to manage debt and partly the impact of its trade tensionswith the US.

Indian economy delivered a strong 7.2% during 2018-19. While significant focus has beenon the elections the country saw several milestones on the economic front as well.Exports crossed $330 billion and GST collections started to clearly cross Rs 1 lakh croreeach month.

Fashion and apparel has been one of the leading drivers of overall consumption growthin India. Value fashion and private labels drove the expansion of formalized segments inhigh double digits. Fashion also continues to contribute relatively larger portion ofgrowth in the ecommerce segment. This trend clearly indicates revival in volumes (post GSTand Demonetization related disruptions from the previous years) however at asignificantly low price realization given the market shifts towards value products anddiscounted merchandise.

In this context your company delivered an overall topline of Rs 7226 crores - 5% upcompared to previous year. Wovens Advanced Materials and other segments deliveredpositive growth while Denim and Knits faced headwinds. Overall EBITDA stood at Rs 800crores which was up 7% compare to previous year. Consolidate PBT was down 9% at ' 300crores. Profit after Tax stood at Rs 239 crores which was down 8% as compared to previousyear.

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

3. DIVIDEND

Your Directors have recommended a dividend of 20% i.e. Rs 2 per equity share of Rs 10each for the year ended on 31st March 2019. The dividend if approved by the memberswould involve a cash outflow of Rs 62.36 crores (inclusive of tax on dividend).

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 at:

http://arvind.com/sites/default/files/field-policv-file/DividendDistributionPolicv.pdf

4. TRANSFER TO RESERVES

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

5. SCHEME OF ARRANGEMENT

The Composite Scheme of Arrangement amongst Arvind Limited ("Arvind") andArvind Fashions Limited ("Arvind Fashions") and Anveshan Heavy EngineeringLimited ("Anveshan") and The Anup Engineering Limited ("Anup") andtheir respective shareholders and creditors under Sections 230 - 232 read with Section 66and other applicable provisions of the Companies Act 2013 has been sanctioned by theNational Company Law Tribunal Bench at Ahmedabad (NCLT) vide its order dated 26th October2018.

The Appointed Date for transfer of Branded Apparel Undertaking from Arvind to ArvindFashions was the effective date i.e. 30th November 2018 and the Appointed Date fortransfer of Engineering Undertaking from Arvind to Anveshan and for amalgamation of Anupwith Anveshan was 1st January 2018.

6. SHARE CAPITAL

During the year under review the authorized equity share capital of the Company hasbeen decreased from Rs 774.50 crores to Rs 674.50 crores on account of 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"). Consequentlythe authorized share capital of the Company as on 31st March 2019 was Rs 674.50 croresdivided into 57.45 crores equity shares of Rs 10 each and 1 crore preference shares of '100 each.

During the year under review the paid up Equity Share Capital of the Company stood atRs 258.62 crores consisting of 258617069 equity shares of Rs 10/- each.

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

7. 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. During the year under review the Company has not granted any stockoptions. Disclosures in compliance with Section 62 of the Companies Act 2013 and Rule 12of 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 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.

9. FINANCE

The Company has repaid the installments of Term Loans amounting to ' 369 crores duringthe current year. The Company has also made fresh long term borrowings of Rs 586 crores (Rs 225 crores from subsidiaries) for funding capital expenditure and other requirements.Long Term Debt of the Company stands to Rs 1115 crores ( Rs 119 crores loan fromsubsidiaries) as on 31st March 2019.

10. 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.

11. NON-CONVERTIBLE DEBENTURES

As on 31st March 2019

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

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

12. 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.

13. 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.

14. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Arvind Ltd. has a long tradition of contributing to the growth and development of thesociety. Our pioneers held the belief that a healthy business grows only in a healthysociety and that business must serve and empower the community in the area where itoperates. Our ethos translated into the setting up of multiple institutions in the realmof educational social and cultural domains in improving the lives of the people.

The responsibility of undertaking development initiatives has been jointly shared byStrategic Help Alliance for Relief to Distressed Areas (SHARDA) Trust (broadly focussingin urban areas) and Narottam Lalbhai Rural Development Fund (NLRDF) (broadly focussing inrural areas). More recently Arvind Foundation (AF) - a section 8 company was set up toundertake CSR initiatives on its own and support like-minded individuals and institutionsin carrying forward its mandate. Arvind Foundation has been driving our CSR initiativesfocussing on but not restricted to Education Health Sanitation Rural TransformationArt Culture & Heritage Women Empowerment and Inner Wellbeing.

We believe in creating synergies through partnerships with like- minded individuals andorganisations and work with multiple stakeholders in achieving development goals together.

Our development initiatives:

Gyanda is Arvind's flagship program in the realm of supplementary education. Itprovides educational financial motivational and long term handholding support to helpstudents from economically weaker sections of the society (with focus on those enrolled inMunicipal Schools) to complete their education till class 12 and further. Today around1100 students from various schools are a part of Gyanda and our goal is to make them thelast generation in poverty.

Four Arvind Medical Centres provide primary medical and dental care to peoplespecially benefitting the economically disadvantaged section of society. Credibleaffordable and quality primary healthcare is provided under one roof.

Arvind Rural Transformation Initiative (ARTI) was launched last year with the aim ofworking in a cluster of 15 villages around our plant location Santej. It has started workin 6 villages. It's a new initiative with long term vision of impacting positively thequality of life of people through social economic infrastructural environmental andinner wellbeing initiatives to achieve sustainable and holistic development of the villageecosystem. Project Asmita has been working towards making India open defecation free. Thisyear we have brought 33% more families under sanitation ecosystem compared to theprevious year where around 600 families became a part of this program. This year thefocus is on conducting awareness generation programs to promote the usage and treatment ofthese toilets.

We have also been promoting Inner Wellbeing through meditation programs among masseswith focus in rural areas. The participants learn the techniques of meditation andunderstand its benefits thereby getting encouraged to make it a part of their dailyroutine.

Skill development program for tribal girls (CSR in spirit) encompasses training girlsin Apparel Manufacturing and providing them employment in our own manufacturing unit. Thisprogram not only gives skills and employment to the girls but also provides opportunity toupgrade their qualification and life skills for a better life ahead.

Promoting National Heritage Art and Culture has been a CSR focus area for the Company.This focus has guided us to support a projects of Promotion of Indology and a project ofWorking with Artisans.

NLRDF has been undertaking development initiatives in 3 districts of Gujarat reachingout to around 35000 rural and underserved people. The objective is to improve thedelivery mechanism of government programs by becoming a link between government and therural populace. It also undertakes need based sustainable development programs in theregion.

The Annual Report on CSR Activities in prescribed format is enclosed with this in"Annexure - B".

15. HUMAN RESOURCES

The Company believes that Human Resources play a significant role in achieving itsbusiness vision. Hence the Company continues to invest on hiring the best talent fromother industries developing and retaining the available talent to ensure a sustainabletalent supply within the organization. The Company provides various opportunities to theemployees to develop and hone their skills to take up higher responsibilities in theorganization. We seek to enable employees to change roles both within and acrossdivisions.

A well - defined competency framework outlines the leadership behaviors expected fromemployees to be successful in Arvind. The Company also uses various communication channelsto seek employees' feedback about the overall working environment and the necessary toolsand resources they need to perform at their best potential. We work in a dynamicenvironment where as socio-economic milieu continues to change our workforce mustevolve. Hence we've been focusing on leveraging digitalization that encouragesinnovation collaboration and partnership at all levels.

As part of our wider commitment to digitalization we relooked at our Learning &Development methodology and introduced various e-learning courses on managerial &functional competencies. The objective was to ensure that our employees have a moreengaging experience when it comes to accessing learning. Diverse employee engagementinitiatives are launched to ensure employees of various age and background continue to beeffective in their roles and build meaningful career at Arvind.

The Group's Corporate Human Resources plays a critical role in Company's talentmanagement process.

16. 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 16 Risks - 4 Strategic Risks 10 Operational Risks & 2Regulatory Risks. Key Strategic Risks include geographical concentration of itsmanufacturing capacity reputational risk changing customer preference from cotton toblends & business continuity planning. Key Operating Risks include fluctuation incotton prices labour unrest increased global and local competition customers' creditrisk fire & safety related accidents concentration of business with certaincustomers IT system breakdown & fluctuation on foreign exchange rates. RegulatoryRisks include changes in bilateral/multilateral trade agreements and international tradedisputes and regulatory compliances.

17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has an Internal Audit Department with adequateexperience and expertise in internal controls operating system and procedures. Indischarging their role and responsibilities the department also engages external auditfirms 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.

18. 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 athttp://arvind.com/5ite5/default/files/field policy file/Whistle%2QBlower%2QPolicv n.pdf .

19. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

As on 31st March 2019 the Company has 22 subsidiaries (Direct or Indirect) and 4joint venture companies.

During the year under review the following Companies incorporated/acquired as orbecome subsidiaries/joint ventures of the Company (Direct or Indirect):

1. Adient Arvind Automotive Fabrics India Private Limited (Joint Venture)

2. Arvind Norm CBRN Systems Private Limited (Joint Venture)

3. Arvind Polser Engineered Composite Panels Private Limited (Subsidiary)

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

1. The Anup Engineering Limited (transfer of Engineering Undertaking from ArvindLimited)

2. Arvind Fashions Limited (transfer of Branded Apparel Undertaking from ArvindLimited)

3. Arvind Lifestyle Brands Limited (being subsidiary of Arvind Fashions Limited)

4. Arvind Beauty Brands Retail Private Limited (being subsidiary of Arvind FashionsLimited)

5. Calvin Klein Arvind Fashion Private Limited (being subsidiary of Arvind FashionsLimited)

6. Tommy Hilfiger Arvind Fashion Private Limited (being subsidiary of Arvind FashionsLimited)

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 beenuploaded on Company's website at http://arvind.com/sites/default/files/field policyfile/PolicyonMaterialSubsidiaries.pdf.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

As per the provisions of Section 152(6) of the Act Mr. Punit Lalbhai (holding DIN05125502) shall retire by rotation at the ensuing Annual General Meeting and beingeligible has offered himself for re-appointment as the Director of the Company.

As per the provisions of Section 149(10) of the Act Mr. Dileep Choksi (holding DIN00046322) shall be re-appointed for a second term of five years as an Independent Directorof the Company and Mr. Arpit Patel (holding DIN 00059914) shall be appointed for a term offive years as an Independent Director of the Company subject to approval of members inensuing Annual General Meeting.

The term of five years of Mr. Vallabh Bhanshali as an Independent Director of theCompany has expired on 11th May 2019 and accordingly he ceased to be an IndependentDirector of the Company with effect from 11th May 2019.

As per the provisions of Section 203 of the Companies Act 2013 Mr. SanjayLalbhai-Chairman and Managing Director Mr. Jayesh Shah-Whole time Director and ChiefFinancial Officer and Mr. R.V. Bhimani-Company Secretary are the key managerial personnelof the Company.

21. 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.

22. 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.

23. 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 role rights andresponsibility 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 websiteathttp://arvind.com/5ite5/default/file5/field-policy-file/Familiari5ationProgram5ofID5.pdf.

24. 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.

25. BOARD AND COMMITTEE MEETINGS

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

During the year under review 4 meetings of the Board were held. The details of theBoard and Committee meetings are provided in the Corporate Governance Report forming partof this Report.

26. 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 2019the 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 length basis in the ordinarycourse of business and are in compliance with the applicable provisions of the CompaniesAct 2013 and the SEBI (LODR) Regulations. There are no materially significant relatedparty transactions made by the Company with Promoters Directors Key Managerial Personneletc. which may have potential conflict with the interest of the Company at large or whichwarrants the approval of the shareholders. Accordingly no transactions are being reportedin Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies(Accounts) Rules 2014. However the details of the transactions with Related Parties areprovided in the Company's financial statements in accordance with the AccountingStandards.

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 athttp://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 wouldimpact the going concern status of the Company and its future operations.

29. AUDITORS

A. 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.

B. Cost Auditors

Kiran J. Mehta & Co. Cost Accountants Ahmedabad (Firm Registration No. 000025)carried out the cost audit for applicable business during the year. The Board of Directorshas appointed them as Cost Auditors for the financial year 2019-20. The remunerationpayable to the Cost Auditors is required to be placed before the Members in a generalmeeting for their ratification. Accordingly a Resolution seeking Members' ratificationfor the remuneration payable to Kiran J. Mehta & Co. Cost Auditors is included atitem No. 8 of the notice convening the Annual General Meeting.

C. 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 2018-19.

The Secretarial Audit Report for the financial year ended 31st March 2019 pursuant toSection 204 of the Companies Act 2013 and Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and the Regulation 24A of the SEBI(LODR) Regulations 2015 is annexed herewith as "Annexure - C". The SecretarialAudit Report does not contain any qualifications reservation or adverse remarks.

30. 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.

31. 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 (LODR) Regulations 2015.

32. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year ended 31st March 2019 as stipulatedunder Regulation 34 of the SEBI (LODR) Regulations 2015 is annexed which forms part ofthis Annual Report.

33. 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".

34. 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".

35. 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.

36. 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 2018-19 the Company has received 0 (zero) complaint onsexual harassment.

37. 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
Date: May 17 2019 Sanjay Lalbhai
Place: Ahmedabad Chairman and Managing Director